 PowerQuest(R) ServerMagic(R) License Agreement


 IMPORTANT: Read this before using your copy of PowerQuest software.


 This document is a legal agreement between you (an individual or business),
 the Licensee and PowerQuest Corporation. Use of the enclosed software
 indicates your acceptance of these terms. As used in this License Agreement,
 the term "Software" means the software included on the CD or disk media
 provided with this License Agreement. The term "Software" does not include
 any software that is covered by a separate license offered or granted by a
 person other than PowerQuest Corporation.


 IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, EITHER DESTROY OR RETURN,
 INTACT, THE SOFTWARE PACKAGE, CONTAINING THE CD OR DISK MEDIA, TOGETHER WITH
 THE OTHER COMPONENTS OF THE PRODUCT TO THE PLACE OF PURCHASE FOR A REFUND OF
 THE PURCHASE PRICE.


 1. PROPRIETARY RIGHTS. The Software and any accompanying documentation are
 the proprietary products of PowerQuest Corporation (PowerQuest) or its
 licensors and are protected under national laws and international treaty
 provisions. Ownership of the Software and all copies, modifications,
 translations, and merged portions thereof shall at all times remain with
 PowerQuest or its licensors.


 2. GRANT OF LICENSE. The Software and accompanying documentation
 are being licensed to you, which means you have the right to use the
 Software only in accordance with this License Agreement. The Software is
 considered in use on a computer when it is loaded into temporary memory or
 installed into permanent memory.


 PERSONAL LICENSE. This license is personal to you. You may not sublicense,
 lease, sell, or otherwise transfer the Software or any of the accompanying
 documentation to any other person. You may use the Software only for your
 own personal use if you are an individual, or for your own internal business
 purposes if you are a business. If you are a service bureau, integrator,
 value added reseller, or other type of service provider and wish to use this
 software on your clients' computers, you must use one of the ServerMagic VAR
 License Certificates. For more information on ServerMagic VAR Licenses, call
 PowerQuest's sales office at 801-437-8900 or 1-800-379-2566.


 SERVER-SPECIFIC LICENSE. Each permitted copy of the Software may be used
 only in connection with one network server owned or leased by you. Once a
 copy of the Software has been used on a server, it may not be used on any
 other server. If the Software is made available on a network, it may be
 accessed only by ONE specific computer. Once the Software has been accessed
 by ONE specific computer it may not be used on any additional computers
 without purchasing additional licenses.


 NUMBER OF COPIES LICENSED. You are authorized to use only a single copy of
 the Software on the number of servers for which you have purchased a
 license as indicated on the accompanying license certificate. In addition to
 any copies authorized under this license agreement, you may make a single
 copy of the Software solely for backup purposes. All copies of the Software
 must include the copyright, trademark, and patent notices. To purchase a
 multiple computer LICENSE, contact PowerQuest at 1-800-379-2566 or
 sales@powerquest.com.


 TERM. This license is effective from your date of purchase and shall remain
 in force until terminated. You may terminate the license and this License
 Agreement at any time by destroying the Software and the accompanying
 documentation, together with all copies in any form.


 3. BACKUP COPY. Only ONE copy of the Software may be created for archival or
 backup purposes.


 4. NONPERMITTED USES. Without the express prior written permission of
 PowerQuest, you may not (a) use, copy, modify, alter or transfer,
 electronically or otherwise, the Software or documentation except as
 expressly permitted in this License Agreement, or (b) translate, reverse
 program, disassemble, decompile, or otherwise reverse engineer the Software.


 5. EXPORT CONTROLS. Certain uses of the Software by you may be subject to
 restrictions under U.S. regulations relating to exports and ultimate end
 uses of computer software. You agree to fully comply with all applicable
 U.S. laws and regulations, including but not limited to the Export
 Administration Act of 1979 as amended from time to time and any regulations
 promulgated thereunder.


 6. U.S. GOVERNMENT RESTRICTED RIGHTS. If you are acquiring the Software on
 behalf of any unit or agency of the United States Government, the following
 provision applies: It is acknowledged that the Software and the
 documentation were developed at private expense and that no part is in the
 public domain and that the Software and documentation are provided with
 RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is
 subject to restrictions as set forth in subparagraph (c)(1)(ii) of the
 Rights in Technical Data and Computer Software clause at DFARS 252.227-7013
 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-
 Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/
 Manufacturer is PowerQuest Corporation/P.O. Box 1911/Orem, UT 84059-1911/
 U.S.A.


 7. LIMITED WARRANTY. (a) PowerQuest warrants to you, the original end user,
 (i) that the Software, other than third-party software, will perform
 substantially in accordance with the accompanying documentation and (ii)
 that the Software is properly recorded on the disk media. This Limited
 Warranty extends for ninety (90) days from the date of purchase. PowerQuest
 does not warrant any third-party software that is provided with the
 Software, but PowerQuest agrees to pass on to you any warranties of the
 owner or licensor to the extent permitted by the owner or licensor. (b) This
 Limited Warranty does not apply to any Software that has been altered,
 damaged, abused, mis-applied, or used other than in accordance with this
 license and any instructions included on the Software and the accompanying
 documentation. (c) PowerQuest's entire liability and your exclusive remedy
 under this Limited Warranty shall be the repair or replacement of any
 Software that fails to conform to this Limited Warranty or, at PowerQuest's
 option, return of the price paid for the Software. PowerQuest shall have no
 liability under this Limited Warranty unless the Software is returned to
 PowerQuest or its authorized representative, with a copy of your receipt,
 within the warranty period. Any replacement Software will be warranted for
 the remainder of the original warranty period or 30 days, whichever is
 longer. (d) THIS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES
 NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT
 NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
 PURPOSE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM USAGE OF TRADE OR
 COURSE OF DEALING. (e) THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, YOU
 MAY HAVE OTHERS WHICH VARY FROM STATE TO STATE. (f) Your failure to return
 the enclosed registration card or complete the electronic registration
 included with the Software may result in PowerQuest's inability to provide
 you with updates to the Software, and you assume the entire risk of
 performance and result in such an event.


 8. LIMITATION OF LIABILITY. IN NO EVENT SHALL POWERQUEST'S LIABILITY RELATED
 TO ANY OF THE SOFTWARE EXCEED THE LICENSE FEES ACTUALLY PAID BY YOU FOR THE
 SOFTWARE. EXCEPT FOR A RETURN OF THE PURCHASE PRICE UNDER THE CIRCUMSTANCES
 PROVIDED UNDER THE LIMITED WARRANTY, NEITHER POWERQUEST NOR ITS SUPPLIERS
 SHALL IN ANY EVENT BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR
 RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING BUT NOT
 LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
 AND DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
 BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, EVEN IF POWERQUEST
 CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER
 SUCH LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY, OR ANY OTHER LEGAL OR
 EQUITABLE GROUNDS. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR
 LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE
 LIMITATION MAY NOT APPLY TO YOU.


 9. NO WAIVER. Any failure by either party to this agreement to enforce a
 specific part of the agreement in a specific situation is not a waiver of
 rights under the agreement. The party may still enforce the rest of the
 agreement in that situation and may still enforce some or all of the
 agreement in other situations.


 10. This License Agreement constitutes the entire agreement between you and
 PowerQuest pertaining to its subject matter. This License Agreement is
 governed by the laws of the State of Utah. Any litigation arising from this
 license will be pursued only in the state or federal courts located in the
 State of Utah. Even if part of the agreement is held invalid, the rest of
 the agreement is still valid, binding and enforceable.


 Should you have any questions concerning this Agreement, or if you desire to
 contact PowerQuest Corporation for any reason, please write: PowerQuest 
 Corporation/P.O. Box 1911/Orem, UT 84059-1911/U.S.A.


 Copyright 1994-1999, PowerQuest Corporation. All rights reserved. U.S.
 patents 5,675,769 and 5,706,472; other patents pending in the U.S.A. and
 elsewhere. PowerQuest and ServerMagic are trademarks or registered 
 trademarks of PowerQuest Corporation.