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.

1 - INTRODUCTION

RIPtel Visual Telnet v3.1, a product of TeleGrafix Communications Inc., is a 
RIPscrip-3 (Remote Imaging Protocol scripting language) enabled Telnet browser 
that permits Internet users to use and view RIPscrip (TM) graphics and 
multimedia on Telnet Internet sites.  RIPtel (TM) is configured to work as a 
standalone Telnet browser, or it may be used with and launched from popular 
Internet World Wide Web browser programs such as Microsoft Internet Explorer 
and Netscape Navigator.  RIPTEL IS NOT "FREEWARE" AND IS NOT IN THE PUBLIC 
DOMAIN.  It is copyrighted commercial software and is licensed for use by 
individuals and organizations.  RIPtel, RIPscrip, Remote Imaging Protocol, 
TeleGrafix, Visual Telnet and certain related product logos are trademarks of 
TeleGrafix Communications Inc.

2 - DEFINITIONS

The term "License" refers to this software license agreement.  The term 
"RIPtel" refers to the computer software program files (and all copies, 
editions, functionally-equivalent derivatives, modifications, merged portions, 
parts, upgrades and versions) supplied via electronic download or on physical 
media, including any documentation in electronic or printed form.  The terms 
"You" and "Your" shall refer to the person and/or entity who obtained this 
License to use RIPtel or for whom such License was obtained.

3 - NONEXCLUSIVE LICENSE

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

4 - NO-CHARGE EVALUATION EDITION USE

You may use versions of RIPtel that are marked by TeleGrafix as an "Evaluation 
Edition" FREE OF CHARGE to evaluate whether to buy an ongoing license.  The 
evaluation period is limited to a single period of sixty (60) days, counting 
from the day You first install RIPtel.  EVALUATION COPIES OF RIPTEL SOFTWARE 
CONTAIN COMPUTER CODE THAT DISABLES MOST OR ALL OF ITS FEATURES SIXTY (60) 
DAYS AFTER FIRST INSTALLATION.  THESE FEATURES BECOME ENABLED AND RIPTEL 
BECOMES FULLY FUNCTIONAL ONCE A PAID ONGOING SOFTWARE LICENSE IS PURCHASED AND 
CERTAIN SECURITY CODES ARE INSTALLED.  Unlicensed use of RIPtel after the 
evaluation period is a violation of U.S. and international copyright laws and 
may result in civil and criminal penalties.  You may redistribute the 
Evaluation Edition free of charge if You comply with the restrictions and 
terms described in "Exhibit A - Special Terms For Redistribution Of Evaluation 
Edition Software." YOU CAN NOT REDISTRIBUTE ANY "NON-EVALUATION" OR 
"COMMERCIAL" EDITIONS OF RIPTEL (OR ANY OTHER VERSION IN WHICH SOFTWARE 
SECURITY PROTECTION METHODS HAVE BEEN CIRCUMVENTED, DISABLED, MODIFIED, 
REMOVED OR UNLOCKED) WITHOUT THE PRIOR WRITTEN AUTHORIZATION OF TELEGRAFIX 
AND THE PAYMENT OF APPLICABLE LICENSE FEES.

5 - OBTAINING A PAID SOFTWARE LICENSE

If you use RIPtel after the evaluation period ends, You agree to buy an 
ongoing License.  Current License fees are posted on the TeleGrafix Web 
site (http://www.telegrafix.com) and are subject to change without notice 
at any time.  You are responsible for paying 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 OF THIS LICENSE AGREEMENT, AND NOT THOSE IN YOUR PURCHASE 
ORDER.  TeleGrafix accepts American Express, MasterCard and VISA.  All 
payments must be in U.S. Dollars.

6 - SCOPE OF LICENSE

Your License is personal to You.  You shall not copy RIPtel or permit others 
to operate or use it except as authorized by the terms and conditions of this 
License.

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

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

(c) You may use RIPtel 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 RIPtel on a network, 
three Licenses must be obtained from TeleGrafix.  You may have only as 
many copies of RIPtel in use as You have Licenses.  You agree to keep a 
current list of the computers, including their serial numbers, upon which 
RIPtel is installed.  You shall take reasonable measures to comply with 
this License.  You shall instruct Your employees that making unauthorized 
copies or permitting more users than authorized by this License violates 
intellectual property protection laws.  Upon the request of TeleGrafix, 
You shall provide records about RIPtel usage to verify compliance with this 
License.  TeleGrafix shall have the right to inspect Your facilities during 
regular business hours to verify compliance.

(d) You may transfer RIPtel to another party if they agree to accept the terms 
and conditions of this License.  If You transfer RIPtel, You must transfer all 
copies (including any upgrades or prior versions that You have) to the same 
party and destroy any copies not transferred.

7 - CUSTOMER SUPPORT

IF YOU ARE USING ANY VERSION OF RIPTEL FREE OF CHARGE, YOU ARE NOT ENTITLED TO 
ANY TELEPHONE TECHNICAL SUPPORT OR HARD-COPY DOCUMENTATION.  Customers who 
purchased a License are eligible for free telephone technical support for 
ninety (90) days.  Hard-copy documentation may be available to paid customers 
for an additional fee.  Customer support service policies and programs are 
described on the TeleGrafix Web site at http://www.telegrafix.com and/or other 
TeleGrafix-provided materials, and are subject to change without notice at any 
time.  Any ideas, bug fixes or reports, technical information or product 
improvement suggestions concerning RIPtel 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 RIPTEL FREE OF CHARGE, YOU ARE NOT ENTITLED 
TO ANY UPGRADE.  If any version of RIPtel is identified by TeleGrafix as an 
upgrade, You must have a valid paid License registration for a product 
identified by Tele Grafix 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.  If RIPtel is purchased as an
upgrade or provided as an update to a previous version of licensed software, 
(a) RIPtel may be used only to replace the previous version and no additional 
license is granted, and (b) You may not separately 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 only limited rights to use RIPtel.  You do not own it.  
Title, ownership rights, and intellectual property rights in and to RIPtel or 
any copy, modification or merged portion shall remain in the name of 
TeleGrafix and/or its suppliers.  RIPtel is protected by United States 
copyright laws and international copyright treaties.  You shall not rent, 
lease, sublicense, network, grant a security interest in, or otherwise 
transfer rights to RIPtel except as specifically permitted by the terms and 
conditions of this License (or by a separate supplemental agreement signed by 
a TeleGrafix officer).  Title, ownership rights, and intellectual property 
rights in and to any information accessed through RIPtel 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 a licensee of RIPtel, for 
no charge or payment, in its publicity materials.

10 - INTELLECTUAL PROPERTY PROTECTION

You acknowledge that the structure, organization and code of RIPtel are 
valuable trade secrets of TeleGrafix and/or its suppliers. You acknowledge 
that RIPtel 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 RIPtel.  
You agree not to clone, decompile, decipher, disassemble, merge, modify, 
reverse assemble, reverse engineer, reduce to human readable form, or 
translate RIPtel (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 RIPtel unless authorized in writing by a TeleGrafix officer.  
You shall not alter, obscure or remove any proprietary notices or legends 
(including copyright, patent and trademark notices) from RIPtel or any 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 of 
RIPtel.  You agree to keep confidential all information concerning RIPtel 
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 RIPtel 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 RIPtel, 
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 RIPtel 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 RIPtel, 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

RIPtel 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 
RIPtel 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

RIPTEL IS DEEMED ACCEPTED BY YOU WHEN DOWNLOADED, INSTALLED OR USED BY YOU.  
RIPTEL 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 RIPTEL, THAT RIPTEL WILL MEET YOUR REQUIREMENTS, OR 
THAT RIPTEL WILL OPERATE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO 
THE QUALITY AND PERFORMANCE OF RIPTEL IS BORNE BY YOU.  SHOULD RIPTEL PROVE 
DEFECTIVE, YOU (NOT TELEGRAFIX) ASSUME THE ENTIRE COST OF ALL 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 RIPtel 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 RIPtel via electronic download without 
physical media from TeleGrafix. 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.

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 RIPTEL.  TELEGRAFIX'S ENTIRE LIABILITY AND YOUR 
EXCLUSIVE REMEDY SHALL BE, AT TELEGRAFIX'SSOLE OPTION, THE REPLACEMENT OF 
RIPTEL OR THE REFUND OF YOUR PURCHASE PRICE.  IF YOU DOWNLOADED RIPTEL, 
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 RIPTEL (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.  
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 RIPTEL ON AN 
ECONOMICAL BASIS WITHOUT SUCH LIMITATIONS.

16 - U.S. GOVERNMENT END-USER RESTRICTIONS

All U.S. Government end users license RIPtel with only those rights set forth 
herein.  RIPtel is licensed only with "restricted rights" when used by or on 
behalf of an agency or unit of the United States Government.  RIPtel is 
"restricted computer software" as defined by the Federal Acquisition 
Regulations.  RIPtel is "commercial computer software" and "commercial 
computer software documentation" that was developed at private expense.  
RIPtel is not in the public domain and is, in all respects, proprietary 
data belonging to TeleGrafix.  Title to and ownership of RIPtel 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 RIPtel or any accompanying written 
materials that are provided, and from producing copies of any manuals or disks 
(except one for backup purposes).  Use of RIPtel and any documentation shall 
be limited to the government facility for which it is acquired.  RIPtel 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 RIPtel (including but not 
limited to any and all updates, upgrades, and enhancements to RIPtel 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 RIPtel 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 RIPtel (or by disclosing any security protection methods used in 
RIPtel), 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 RIPtel.  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 
shall 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 this License at any time by destroying all copies of RIPtel 
covered by this License.  If You transfer possession of any copy of RIPtel 
(or any Functionally-equivalent derivative) or any portion or modification 
thereof to another party, or remove any copyright or proprietary notices or 
labels on RIPtel 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 RIPtel 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 RIPTEL, 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 RIPTEL.  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 RIPtel (in the English language) FREE OF 
CHARGE for evaluation purposes only.  Any copying, bundling or redistribution 
of the Evaluation Edition must strictly comply with the following terms:

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

(b) You may copy, bundle or redistribute only the most recently published 
version of the Evaluation Edition available from TeleGrafix.  If a new version 
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, 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 to other resellers or original equipment manufacturers.  If the 
Evaluation Edition 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.

(d) You may post the Evaluation Edition 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 RIPtel, 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 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 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 the 
Evaluation Edition.

(f) If You operate an online information system or are a commercial product 
vendor, You must notify TeleGrafix via e-mail at sales@telegrafix.com with 
the following information PRIOR to any copying, bundling, posting or 
redistribution of the Evaluation Edition:

  * 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 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 free of charge the 
TeleGrafix Trademarks and logos only in those promotional materials and 
packaging related to Your bundling and/or redistribution of RIPtel.  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 online 
information 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 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 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 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.

(l) UNDER NO CIRCUMSTANCES SHALL ANY "NON-EVALUATION" OR "COMMERCIAL" EDITIONS 
OF RIPTEL (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.
