SOFTWARE LICENSE AGREEMENT
--------------------------

RIPaint v2.1, a RIPscrip Graphics and Multimedia Authoring Program
Copyright (c) 1997 by TeleGrafix Communications Inc. All Rights Reserved

                       TeleGrafix Communications, Inc.
                         111 Weems Lane, Suite #308
                          Winchester, VA 22601-3600
                          United States of America

         Voice:  (540) 678-4050      WWW:  http://www.telegrafix.com
         Sales:  (540) 678-4051    Email:  sales@telegrafix.com
           Fax:  (540) 678-4052      FTP:  ftp.telegrafix.com
           BBS:  (540) 678-4053   Telnet:  telnet.telegrafix.com


DISCLAIMER
----------

THIS IS A CONTRACT.  YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND
CONDITIONS OF THIS LICENSE AGREEMENT IN ITS ENTIRETY BEFORE DOWNLOADING,
INSTALLING OR USING THIS SOFTWARE.

DO NOT DOWNLOAD, INSTALL OR USE THIS SOFTWARE UNLESS YOU AGREE TO BE BOUND
BY THE DEFINITIONS, TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.  ANY
DOWNLOADING, INSTALLATION OR USE OF THIS SOFTWARE INDICATES YOUR ACCEPTANCE
OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.

IF YOU HAVE RECEIVED THIS SOFTWARE ON PHYSICAL MEDIA AND DO NOT AGREE WITH
ALL OF THESE TERMS AND CONDITIONS, DO NOT OPEN THIS ENVELOPE.  RETURN THE
UNOPENED SOFTWARE WITHIN 30 DAYS OF THE ORIGINAL DATE OF PURCHASE, AND YOUR
PURCHASE PRICE WILL BE REFUNDED TO YOU.  OPENING THE ENVELOPE WILL VOID THIS
REFUND OFFER.  IF THE COPY OF THE SOFTWARE YOU RECEIVED WAS ACCOMPANIED BY A
PRINTED OR OTHER FORM OF "HARD-COPY" END USER LICENSE AGREEMENT WHOSE TERMS
VARY FROM THIS AGREEMENT, THEN THE HARD-COPY END USER LICENSE AGREEMENT
GOVERNS YOUR USE OF THE SOFTWARE.


1 - INTRODUCTION
----------------

RIPaint v2.1, a product of TeleGrafix Communications Inc., is a RIPscrip-2
(Remote Imaging Protocol (TM) scripting language) enabled graphics and
multimedia authoring program that permits Internet users to create and use
RIPscrip (TM) graphics and multimedia on a wide variety of online
information systems, including BBS, Intranet, Telnet and World Wide Web
sites.  THIS SOFTWARE PROGRAM IS NOT "FREEWARE" AND IS NOT IN THE PUBLIC
DOMAIN.  It is copyrighted commercial software and is licensed for use by
individuals and organizations.  This software is a proprietary product of
TeleGrafix Communications Inc.  RIPaint, RIPscrip, Remote Imaging Protocol,
TeleGrafix and certain related product logos are trademarks of TeleGrafix
Communications Inc.


2 - DEFINITIONS
---------------

The term "License" shall refer to this software license agreement.  The term
"Software" shall refer to the files supplied via electronic download or on
diskette(s), and/or to any and all copies, upgrades, modifications,
versions, editions, functionally-equivalent derivatives, or any parts or
portions thereof, including any electronic, online or printed
documentation.  The terms "You" and "Your" shall refer to the organization,
person and/or business entity who obtained or purchased this License to use
this Software or for whom such License was obtained or purchased.


3 - NONEXCLUSIVE LICENSE
------------------------

TeleGrafix Communications Inc. ("TeleGrafix"), a Virginia corporation,
licenses You to use this Software in binary executable form on a limited,
non-exclusive, non-sublicensable, terminable and worldwide basis.  The
Software is licensed for Your use as a single complete product and its
component parts may not be separated for use by You on other computers.
This License is a legal agreement between You and TeleGrafix and it shall
continue for as long as You use the Software.  You agree that we need not
sign this License in order for it to take effect.  You assume all
responsibility for the installation, use and results obtained from this
Software.  TeleGrafix reserves all rights that are not expressly granted to
You by this License.


4 - NO-CHARGE EVALUATION EDITION USE
------------------------------------

You are licensed to use versions of the Software that are marked by
TeleGrafix as an "Evaluation Edition" FREE OF CHARGE for the purpose of
evaluating whether to purchase an ongoing license for the Software.  Your
evaluation review is limited to a single period of sixty (60) days, counting
from the day You first install the Software, or through January 1, 1998,
whichever time period occurs first.  THE EVALUATION EDITION OF RIPAINT v2.1
IS A SPECIAL PROMOTIONAL EDITION OF THE SOFTWARE.  IT CONTAINS COMPUTER CODE
THAT DISABLES MOST OR ALL OF ITS FEATURES EFFECTIVE JANUARY 1, 1998.  THESE
FEATURES BECOME ENABLED AND THE SOFTWARE BECOMES FULLY FUNCTIONAL ONCE A
PAID ONGOING SOFTWARE LICENSE IS PURCHASED AND CERTAIN SECURITY CODES ARE
INSTALLED.  Unlicensed use of this Software after termination of the
evaluation period is in violation of U.S. and international copyright laws
and may result in the imposition of civil and criminal penalties.  You may
redistribute the Evaluation Edition of the Software free of charge pursuant
to certain restrictions and terms which are described in "Exhibit A -
Special Terms For Redistribution Of Evaluation Edition Software." Exhibit A
is attached to (and is an important part of) this License.  UNDER NO
CIRCUMSTANCES SHALL ANY "NON-EVALUATION" OR "COMMERCIAL" EDITIONS OF THE
SOFTWARE (OR ANY OTHER VERSION IN WHICH SOFTWARE SECURITY PROTECTION METHODS
HAVE BEEN CIRCUMVENTED, DISABLED, MODIFIED, REMOVED OR UNLOCKED) BE COPIED,
BUNDLED OR REDISTRIBUTED WITHOUT THE PRIOR WRITTEN AUTHORIZATION OF
TELEGRAFIX AND THE PAYMENT OF APPLICABLE LICENSE FEES.


5 - OBTAINING A PAID SOFTWARE LICENSE
-------------------------------------

If you use this Software after termination of the evaluation period, You
agree to purchase an ongoing License and pay licensing fees.  Current
License fees in effect are posted on the TeleGrafix Web site
(http://www.telegrafix.com) and are subject to change without notice at any
time.  You are also responsible for payment of any taxes, including personal
property taxes, resulting from this License.  THE ACCEPTANCE OF ANY PURCHASE
ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ACCEPTANCE OF THE
TERMS AND CONDITIONS SET FORTH IN THIS LICENSE AGREEMENT, AND NOT THOSE IN
YOUR PURCHASE ORDER.  TeleGrafix accepts American Express, MasterCard and
VISA.  All payments must be made in U.S. Dollars.  You may register the
Software and purchase an ongoing License via the company's Web site, by
phone, by fax or by mail.  Please contact:

            TeleGrafix Communications Inc.,
            111 Weems Lane, Suite #308,
            Winchester, VA 22601-3600,
            United States of America
    
             Phone: (540) 678-4050
               Fax: (540) 678-4052
            E-mail: sales@telegrafix.com
               Web: www.telegrafix.com
            Telnet: telnet.telegrafix.com
    
    Business hours: 9:00 AM - 5:00 PM Eastern Time (1300-2200 GMT/UTC)
    

6 - SCOPE OF LICENSE
--------------------

Your License is personal to You.  You shall not copy this Software or permit
other individuals or entities to operate or use the Software except under
such terms as are authorized by this License.

  (a) As an individual single-copy user, You are permitted to install and
      use one (1) copy of this Software on a single computer used by You. 
      You may make one (1) copy of this Software in machine-readable form
      for backup or archival purposes in support of Your licensed use of
      this Software.  You may not alter any copy in any way.  Each copy
      must contain all of the original Software's license, copyright and
      proprietary notices.  You may not copy any printed materials
      accompanying the Software.

  (b) If You received Your first copy of the Software electronically, and a
      second copy on magnetic media, the second copy may be used for
      archival purposes only, and only a single Software License is
      created.  You can transfer the entire program to another computer
      provided that the Software is used by only one computer at a time. 
      Any simultaneous use requires a separate License for each computer.

  (c) You may use the Software in a multiple computer, multi-user or network
      environment only if You have obtained an additional License for each
      computer.  For example, if there are three users of the Software on a
      network, three Licenses must be obtained from TeleGrafix.  If You
      have purchased a multiple-copy License, then at any time You may have
      only as many copies of the Software in use as You have Licenses.  You
      agree to prepare and maintain a current list of the computers,
      including their serial numbers, upon which the Software is
      installed.  You shall institute reasonable measures to ensure
      compliance with this License.  You shall instruct Your employees that
      the making of unauthorized copies or the permitting of a greater
      number of multiple users than is authorized by the terms of the
      License violates intellectual property protection laws.  Upon the
      request of TeleGrafix, You shall provide records as to usage of the
      Software as may be necessary to verify compliance with this License.
      TeleGrafix shall have the right to inspect Your facilities during
      regular business hours to verify compliance with this License.

  (d) You may transfer this Software and License to another party if the
      other party agrees to accept the terms and conditions of this License.
      If the Software is an upgrade, any transfer must include the updated
      and all prior versions.  If You transfer the Software, You must
      transfer all copies to the same party and destroy any copies not
      transferred.


7 - CUSTOMER SUPPORT
--------------------

IF YOU ARE USING ANY VERSION OF THE SOFTWARE FREE OF CHARGE, THIS LICENSE
DOES NOT ENTITLE YOU TO ANY TELEPHONE TECHNICAL SUPPORT OR HARD-COPY
DOCUMENTATION.  Customers who have purchased a paid registered License are
eligible for free telephone technical support for ninety (90) days.
Hard-copy documentation may be available to licensed customers for an
additional fee.  Use of customer support services is governed by the
TeleGrafix policies and programs described on the company's Web site at
http://www.telegrafix.com and/or other TeleGrafix-provided materials, which
are subject to change by TeleGrafix without notice at any time.  Any
supplemental software code provided to You as part of customer support
services shall be considered part of this Software and subject to the terms
and conditions of this License.  Any ideas, bug fixes or reports, technical
information or product improvement suggestions concerning the Software that
You provide to TeleGrafix shall become the property of TeleGrafix and may be
used for its business purposes without any payment or accounting to You.


8 - UPGRADES
------------

IF YOU ARE USING ANY VERSION OF THE SOFTWARE FREE OF CHARGE, THIS LICENSE
DOES NOT ENTITLE YOU TO ANY UPGRADE.  If the Software is identified by
TeleGrafix as an upgrade, You must have a valid paid License registration
for a product identified by TeleGrafix as eligible for the upgrade in order
to use it.  An upgrade replaces and/or supplements the original software
product that formed the basis for Your eligibility for the upgrade.  You may
use the resulting upgraded Software only in accordance with the terms and
conditions of this License.  If this Software is purchased as an upgrade or
provided as an update to a previous version of licensed Software, (a) this
Software may be used only to replace the previous version and no additional
license is granted, and (b) You may not separate use the previous version or
transfer it to a third party.  TeleGrafix retains the right to charge for
any upgrade.  Any upgrades provided by TeleGrafix shall be covered by the
terms of this License, unless expressly subject to the terms of another
agreement to which TeleGrafix is a party.


9 - OWNERSHIP OF SOFTWARE
-------------------------

This License gives You limited rights to use the Software.  You do not own
it.  Title, ownership rights, and intellectual property rights in and to the
Software or any copy, modification or merged portion shall remain in the
name of TeleGrafix and/or its suppliers.  The Software is protected by the
copyright laws of the United States and international copyright treaties.
You shall not rent, lease, sublicense, network, grant a security interest
in, or otherwise transfer rights to the software except under such terms as
are authorized by this License (or by a separate supplemental agreement
signed by an officer of TeleGrafix).  Title, ownership rights, and
intellectual property rights in and to any information accessed through the
Software is the property of the applicable information owner and may be
protected by applicable copyright or other law.  This License gives You no
rights to such information.  You agree that TeleGrafix may cite or use Your
name as alicensee of the Software, for no charge or payment, in TeleGrafix's
publicity materials.


10 - INTELLECTUAL PROPERTY PROTECTION
-------------------------------------

You acknowledge that the structure, organization and code of the Software
are valuable trade secrets of TeleGrafix and/or its suppliers.  You
acknowledge that the Software in source code form remains a confidential
trade secret of TeleGrafix and/or its suppliers and cannot be disclosed by
You to any other party.  You agree not to attempt to discover the source
code of the Software.  You agree not to clone, decompile, decipher,
disassemble, merge, modify, reverse assemble, reverse engineer, reduce to
human readable form, or translate this Software (or any copy or portion) in
whole or in part, except to the extent applicable laws specifically prohibit
such restrictions without the possibility of contractual waiver.
 You shall not create derivative works based on this Software unless
authorized in writing by an officer of TeleGrafix.  You shall not alter,
obscure or remove any proprietary notices or legends (including copyright,
patent and trademark notices) from this Software or archival backup copies.
You shall not circumvent, disable, disclose, modify or remove any software
security protection methods (including license keycodes, serial numbers,
unlocking codes or activation codes) that are used in the operation this
Software.  You agree to keep confidential all information concerning the
software security protection methods and not to disclose it to any other
party.  Title, ownership rights and intellectual property rights in and to
any such software security protection methods shall remain with TeleGrafix
and/or its suppliers.  You acknowledge that violations of the U.S. Copyright
laws may result in criminal and civil penalties, including fines of up to
$100,000.


11 - INJUNCTIVE RELIEF
----------------------

You acknowledge that the Software embodies trade secrets of TeleGrafix, the
unauthorized use or disclosure of which would cause substantial harm to
TeleGrafix that could not be remedied by the payment of damages alone.
Accordingly, TeleGrafix shall be entitled to preliminary and permanent
injunctive relief and other equitable relief for any breach of this
License.  The parties agree that in the event of a breach or threatened
breach of this License (including unauthorized reproduction and/or
distribution of Software, disclosure of security protection methods, or
unauthorized use of Trademarks and logos), that immediate injunctive relief
shall be appropriate.  The parties agree that TeleGrafix shall be released
from any requirement to post any bond, cash or security as a condition of
obtaining injunctive relief, to the extent permitted by law.  TeleGrafix's
right to obtain injunctive relief shall not limit its right to seek any
other remedies to which it may be entitled.


12 - EXPORT CONTROLS
--------------------

You agree not to export, ship or transfer the Software in any way prohibited
by the United States Export Administration Act or any other export laws or
regulations.  None of the Software or underlying information or technology
may be downloaded or otherwise exported or reexported (1) into (or to a
national or resident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran,
Syria or any other country to which the U.S. has embargoed goods; or (2) to
anyone on the U.S. Treasury Department's list of Specially Designated
Nationals or the U.S. Commerce Department's Table of Deny Orders; or (3) any
end user who will use the Software in the design, development or production
of biological, chemical or nuclear weapons.  By downloading or using the
Software, You are agreeing to the foregoing and You are representing and
warranting that You are not located in the prohibited countries; You are not
under the control of, or a national or resident of any such country; You are
not on any such list; and You are not engaged in prohibited weapons
activities.


13 - HIGH-RISK ACTIVITIES
-------------------------

The Software is not fault-tolerant.  It is not designed, licensed,
manufactured or intended for use with, or resale as, online control
equipment in hazardous environments requiring fail-safe performance (such as
nuclear facilities, aircraft navigation or communications systems, aircraft
traffic control systems, life support machines, or weapons systems) in which
the failure of the Software could lead directly to death, personal injury or
severe physical or environmental damage ("High Risk Activities"). TELEGRAFIX
AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF
FITNESS FOR HIGH-RISK ACTIVITIES.


14 - WARRANTY DISCLAIMER
------------------------

THIS SOFTWARE IS DEEMED ACCEPTED BY YOU UPON ITS DOWNLOADING, INSTALLATION
OR USE BY YOU.  THIS SOFTWARE IS PROVIDED ON AN "AS IS" BASIS WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS.  TELEGRAFIX
(AND ITS AGENTS, DEALERS, DISTRIBUTORS, EMPLOYEES, LICENSORS OR SUPPLIERS)
DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY
USING THE SOFTWARE.  TELEGRAFIX DOES NOT AND CANNOT WARRANT THAT THIS
SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THIS SOFTWARE WILL OPERATE
UNINTERRUPTED OR ERROR-FREE.  THE ENTIRE RISK AS TO THE QUALITY AND
PERFORMANCE OF THE SOFTWARE IS BORNE BY YOU.  SHOULD THE SOFTWARE PROVE
DEFECTIVE, YOU (NOT TELEGRAFIX) ASSUME THE ENTIRE COST OF ALL NECESSARY
SERVICING, REPAIR, OR CORRECTION.  THIS DISCLAIMER OF WARRANTY IS AN
ESSENTIAL PART OF THIS LICENSE.  SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO
YOU.  YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.  Despite
the foregoing, TeleGrafix does warrant the physical media on which the
Software is furnished to be free from defects in materials and workmanship
under normal use for a period of ninety (90) days from the date of delivery
to You.  This limited warranty for physical media does not apply if the
media has been abused, changed or damaged by You, or if You received the
software via electronic download without physical media from TeleGrafix.


15 - LIMITATION OF LIABILITY
----------------------------

TELEGRAFIX'S MAXIMUM AGGREGATE LIABILITY TO YOU (AND THAT OF ITS AGENTS,
DEALERS, DISTRIBUTORS, EMPLOYEES, LICENSORS OR SUPPLIERS) SHALL NOT EXCEED
THE AMOUNT PAID BY YOU FOR THE SOFTWARE.  TELEGRAFIX'S ENTIRE LIABILITY AND
YOUR EXCLUSIVE REMEDY SHALL BE, AT TELEGRAFIX'S SOLE OPTION, THE REPLACEMENT
OF THE SOFTWARE OR THE REFUND OF YOUR PURCHASE PRICE.  IF YOU DOWNLOADED THE
SOFTWARE, REPLACEMENT DISKS ARE NOT COVERED BY THIS LICENSE.  OUTSIDE OF THE
UNITED STATES OF AMERICA AND CANADA, THESE REMEDIES ARE NOT AVAILABLE
WITHOUT PROOF OF PURCHASE FROM TELEGRAFIX OR AN AUTHORIZED DISTRIBUTOR. 
UNDER NO CIRCUMSTANCES SHALL TELEGRAFIX (OR ITS AGENTS, DEALERS,
DISTRIBUTORS, EMPLOYEES, LICENSORS OR SUPPLIERS) BE LIABLE TO YOU FOR ANY
DAMAGES, INCLUDING ANY BUSINESS INTERRUPTION, LOST PROFITS, LOST SAVINGS,
WORK STOPPAGE, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, LOST OR
DAMAGED DATA, OR ANY AND ALL OTHER INCIDENTAL, CONSEQUENTIAL, INDIRECT OR
SPECIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE
(EVEN IF TELEGRAFIX OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE), OR FOR ANY CLAIM BY
ANY OTHER PARTY.  THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY
FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH
LIMITATION.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS LIMITATION OR
EXCLUSION MAY NOT APPLY TO YOU.  EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE
LAW, NO CLAIM, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THIS
LICENSE MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF
ACTION HAS OCCURRED.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
TELEGRAFIX (OR ITS AGENTS, DEALERS, DISTRIBUTORS, EMPLOYEES, LICENSORS OR
SUPPLIERS) SHALL CREATE ANY NEW WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF
THIS WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.  THE
WARRANTY DISCLAIMER, EXCLUSIVE REMEDIES AND LIMITED LIABILITY SET FORTH IN
THIS LICENSE ARE FUNDAMENTAL ELEMENTS OF THE AGREEMENT BETWEEN YOU AND
TELEGRAFIX, AND YOU AGREE THAT TELEGRAFIX COULD NOT PROVIDE THE SOFTWARE ON
AN ECONOMICAL BASIS WITHOUT SUCH LIMITATIONS.


16 - U.S. GOVERNMENT END-USER RESTRICTIONS
------------------------------------------

All U.S. Government end users license the Software with only those rights
set forth herein.  This Software is licensed only with "restricted rights"
when used by or on behalf of an agency or unit of the United States
Government.  This Software is "restricted computer software" as defined by
the Federal Acquisition Regulations.  This Software is "commercial computer
software" and "commercial computer software documentation" that was
developed at private expense.  This Software is not in the public domain and
is in all respects proprietary data belonging to TeleGrafix.  Title to and
ownership of this Software shall remain with TeleGrafix Communications Inc.
All unpublished rights are reserved by TeleGrafix under the copyright laws
of the United States of America.  Any use, duplication or disclosure by the
U.S. Government is subject to restrictions set forth in subparagraphs (a)
through (d) of the Commercial Computer-Restricted Rights clause at FAR
52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in
Technical Data and Computer Software clause at DFARS 252.227-7013, and in
similar clauses in the NASA FAR Supplement.  The U.S. Government is
prohibited from changing or removing any insignia, logo or lettering from
the Software or any accompanying written materials that are provided, and
from producing copies of any manuals or disks (except one for backup
purposes).  Use of this Software and any documentation shall be limited to
the government facility for which it is acquired.  This Software is a trade
secret of TeleGrafix Communications Inc. for all purposes of the Freedom of
Information Act.  Contractor/manufacturer is TeleGrafix Communications Inc.,
111 Weems Lane, Suite #308, Winchester, VA 22601-3600.


17 - LEGAL
----------

The official language of this License and all documents used with reference
to it shall be English.  All agreements covering this Software (including
but not limited to any and all updates, upgrades, and enhancements to this
Software or any portion thereof, bearing the same registration number) shall
be deemed to be counterparts of one and the same License instrument.  This
License shall be governed by and construed under the laws of the
Commonwealth of Virginia and the United States of America, and the
applicable international treaties.  You agree that jurisdiction and venue
for any dispute arising from this License or relating to the Software shall
be in the United States District Court for the Western District of Virginia,
Harrisonburg Division, or the Circuit Court for the City of Winchester,
Virginia.  By downloading, installing, redistributing or using this Software
(or by disclosing any security protection methods used in the Software), You
expressly confer upon these courts in Virginia jurisdiction over You and
waive any jurisidictional, venue or inconvenient forum objections to such
courts.  In the event that TeleGrafix is the prevailing party in any
litigation or proceedings (including proceedings in bankruptcy) between the
parties arising from this License, TeleGrafix shall be entitled to recover,
in addition to any other relief awarded, its reasonable costs and expenses
(including fees and expenses for attorneys and expert witnesses), court
costs and collection costs incurred in the proceeding.  The failure of
either party to enforce any rights granted by this License or to take action
against the other party in the event of any breach of this License shall not
be deemed a waiver by that party of its right to enforce such rights in the
future.  You expressly agree to indemnify and hold harmless TeleGrafix (and
its agents, affiliates, dealers, distributors, employees, licensors,
subsidiaries, and suppliers) against any and all claims, damages, costs or
expenses that arise directly or indirectly out of or from Your breach of
this License or Your use or operation of the Software.  If any part of this
License is held to be unenforceable for any reason by a court of competent
jurisdiction, such part shall be reformed only to the extent necessary to
make it enforceable, and the rest of this License shall remain in full force
and effect.  This License will not be governed by the United Nations
Convention of Contracts for the International Sale of Goods and its
application is expressly excluded.  All questions concerning this License
shall be addressed to:  TeleGrafix Communications Inc., 111 Weems Lane,
#308, Winchester, VA 22601-3600, United States of America, Attention: Legal
Department.


18 - TERM AND TERMINATION
-------------------------

This License is effective until terminated, and it will terminate
automatically and immediately without notice if You fail to comply with any
of its provisions.  In the case of Evaluation Edition Software, this License
will terminate automatically at the expiration of the evaluation period.
You may terminate it at any time by destroying all copies of the Software
covered by this License.  If You transfer possession of any copy of this
software (or any Functionally-equivalent derivative) or any portion or
modification thereof to another party, or remove any copyright or
proprietary notices or labels on the software or any copy, or disclose any
software protection methods, Your License is automatically terminated.  You
may not sublicense, assign or otherwise transfer this License or Software
except as expressly provided in this License.  Any attempt to otherwise
sublicense, assign, or transfer any of the rights, duties or obligations
hereunder is expressly prohibited and will terminate this License
immediately.  In addition, TeleGrafix may terminate this License at any time
by delivering notice to You.  On termination, You must destroy all copies of
the Software or return them to TeleGrafix.  The provisions of Paragraphs 9
through 18, and Your obligation to pay any accrued charges or fees, shall
survive any termination of this License.

BY INSTALLING OR USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ
THIS LICENSE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS
AND CONDITIONS.  YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE LICENSE AGREEMENT BETWEEN US AND SUPERSEDES ANY PROPOSAL OR
PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US
RELATING TO THE LICENSING OF THIS SOFTWARE.  THIS LICENSE AGREEMENT MAY BE
AMENDED ONLY BY A WRITING SIGNED BY BOTH PARTIES.


EXHIBIT A - SPECIAL TERMS FOR REDISTRIBUTION OF EVALUATION EDITION SOFTWARE
---------------------------------------------------------------------------

TeleGrafix grants You a limited, non-exclusive, non-sublicensable,
terminable and worldwide license to copy, bundle or redistribute unlimited
copies of the time-limited Evaluation Edition of the Software (in the
English language) FREE OF CHARGE for evaluation purposes only.  Any copying,
bundling or redistribution of the Evaluation Edition of the Software must
strictly comply with the following terms:

  (a) The Evaluation Edition of the Software must not be altered in any way.
      All copies must contain this License and the same copyright and other
      proprietary notices that appear on the Software.

  (b) You may copy, bundle or redistribute only the most recently published
      version of the the Evaluation Edition of the Software available from
      TeleGrafix.  If a new version of the Software has been released, You
      may continue to redistribute any remaining inventories of physical
      media containing the previous version until those inventories are
      depleted.

  (c) You may not charge or collect any fee for any copying, licensing,
      bundling, redistribution or use of the Evaluation Edition of the
      Software, and it may not be sold as a separate, standalone or
      value-added component or product.  You may not distribute, license,
      sublicense, offer for sale, or sell the Evaluation Edition of the
      Software to other resellers or original equipment manufacturers.  If
      the Evaluation Edition of the Software is bundled with a commercial
      product, you may not charge a higher fee for the bundled product than
      would be charged if it did not include the Evaluation Edition of the
      Software.

  (d) You may post the Evaluation Edition of the Software for downloading on
      any online information system (including bulletin board systems,
      freenets, corporate intranets, Internet service providers, public
      network servers, Telnet sites, and World Wide Web sites).  Within
      thirty (30) days of posting or redistributing the Software, You agree
      to establish and maintain a hypertext link from the opening screen or
      home page of Your primary Telnet and/or Web site to TeleGrafix's home
      page at http://www.telegrafix.com for the term of this License.  You
      agree to place the RIPscrip button logo (available for download at
      www.telegrafix.com/trademarks.htm) immediately adjacent to any such
      hypertext link.  Online information systems not connected to the
      Internet (such as BBS systems) shall display the RIPscrip button logo
      along with the TeleGrafix Telnet/Web addresses and BBS phone number,
      if possible.

  (e) You may copy, bundle or redistribute the Evaluation Edition of the
      Software with any commercial product (including books, CD-ROM,
      computer hardware or software products).  Your promotional and/or
      packaging materials must clearly disclose that the Evaluation Edition
      of the Software is copyrighted software of TeleGrafix, that no charge
      is made by TeleGrafix or You for it, and it is not a fully supported
      commercial version.  You agree to place on any product packaging (any
      book, box and/or CD packaging) the TeleGrafix RIPscrip logo
      (available for download at www.telegrafix.com/trademarks.htm).  The
      RIPscrip logo must be featured as prominently as all other
      third-party logos appearing on the packaging or promotional
      materials.  You agree to provide TeleGrafix with two (2)
      complimentary copies of any product bundled or redistributed with that
      the Evaluation Edition of the Software.

  (f) If You operate an online information system or are a commercial 
      product vendor, You must notify TeleGrafix with the following
      information PRIOR to any copying, bundling, posting or redistribution
      of the Evaluation Edition of the Software:

        * Company name
        * Address, City, State, Zip Code
        * Telephone Number
        * Fax Number
        * State of Incorporation
        * Name of Principal Contact in Company
        * Title of Principal Contact in Company
        * E-mail Address of Principal Contact in Company
        * URL(s) for Online Site(s) on which Evaluation Edition will appear
        * Brief description of commercial product/service for distribution 
          with Evaluation Edition

  (g) When redistributing the Evaluation Edition of the Software pursuant to
      this License, You shall have a limited, nonexclusive and
      nontransferable right to use the TeleGrafix Trademarks and logos
      identified above in Paragraph 1 (captioned "Introduction") of this
      License agreement.  You may use without charge the TeleGrafix
      Trademarks and logos only in those promotional materials and
      packaging related to Your bundling and/or redistribution of the
      Software.  You agree that Your usage of such trademarks or logos
      shall comply with TeleGrafix's standard Trademark and logo licensing
      and usage policies as posted on the World Wide Web at
      http://www.telegrafix.com/trademarks.htm and as may be provided by
      TeleGrafix to You from time to time.  You agree that TeleGrafix
      reserves the right to change these Trademark or logo licensing
      policies without prior notice at any time and solely at its
      discretion, and You agree to comply with any changes announced by
      TeleGrafix.  Nothing in this Agreement shall give You any right,
      title or interest in the Trademarks or logos, other than the specific
      and limited licensing rights granted herein.  You agree not to use
      the Trademarks or logos in any way that would disparage or injure
      TeleGrafix's reputation for high quality and technological
      innovation.

  (h) You agree to cooperate with TeleGrafix on a news release which
      TeleGrafix will issue concerning this License.  You agree to state in
      Your own news releases or promotional announcements that Your
      commercial product or onlineinformation system uses RIPscrip
      multimedia technology from TeleGrafix Communications.  This
      requirement includes (but is not limited to) news releases, news
      conferences, and BBS/Telnet/Web site promotional announcements
      concerning Your product or online information service.

  (i) Within fifteen (15) days of the end of each calendar quarter, You 
      shall provide TeleGrafix a report detailing the number of copies of
      the Evaluation Edition of the Software downloaded from Your online
      information system or redistributed with any commercial product. 
      Reports shall be e-mailed to sales@telegrafix.com.

  (j) TELEGRAFIX WILL PAY LICENSING COMMISSIONS TO OPERATORS OF ONLINE
      INFORMATION SYSTEMS THAT ARE ACCESSIBLE BY THE GENERAL PUBLIC AND
      COMMERCIAL PRODUCT VENDORS WHO BUNDLE OR REDISTRIBUTE THE EVALUATION
      EDITION OF THE SOFTWARE WITH PRODUCTS OR SERVICES AVAILABLE FOR SALE
      TO THE GENERAL PUBLIC ONLY UNDER THE TERMS AND CONDITIONS AS
      SPECIFIED IN A SEPARATE "TELEGRAFIX ASSOCIATES AGREEMENT" (contact
      TeleGrafix for details via e-mail at sales@telegrafix.com), AND ONLY
      IF SUCH AN AGREEMENT HAS BEEN EXECUTED IN WRITING BY BOTH PARTIES
      PRIOR TO ANY BUNDLING OR REDISTRIBUTION.

  (k) TeleGrafix reserves the right to terminate or revoke at any time this
      authorization permitting You to copy, bundle or redistribute the
      Evaluation Edition of the Software if, in TeleGrafix's sole judgment,
      it may diminish or otherwise damage TeleGrafix's business reputation
      or may encourage unlawful activities.  If this License is revoked or
      terminated, you must immediately cease any copying, bundling, posting
      and/or redistribution of the Evaluation Edition of the Software.

  (l) UNDER NO CIRCUMSTANCES SHALL ANY "NON-EVALUATION" OR "COMMERCIAL"
      EDITIONS OF THE SOFTWARE (OR ANY OTHER VERSION IN WHICH SECURITY
      PROTECTION DEVICES HAVE BEEN CIRCUMVENTED, DISABLED, MODIFIED,
      REMOVED OR UNLOCKED) BE COPIED, BUNDLED OR REDISTRIBUTED WITHOUT THE
      PRIOR WRITTEN AUTHORIZATION OF TELEGRAFIX AND THE PAYMENT OF
      APPLICABLE LICENSE FEES.


                      --- END OF LICENSE AGREEMENT ---




