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            DEVELOPERS' LICENSE AGREEMENT FOR jHELP SOFTWARE

            Copyright (C)  1997 by William  Giel, referred to  herein as
            the DEVELOPER.

            IMPORTANT-READ CAREFULLY: This License Agreement ("LA") is a
            legal  agreement  between you  (either  an  individual or  a
            single entity) and the DEVELOPER  of the software product(s)
            identified  above ("SOFTWARE  PRODUCT"  or "SOFTWARE").  The
            SOFTWARE PRODUCT includes  computer software, the associated
            media, any printed materials, and any "online" or electronic
            documentation. By installing, copying or otherwise using the
            SOFTWARE PRODUCT, you agree to be bound by the terms of this
            LA.  If you  do not  agree to  the terms  of this   LA,  the
            DEVELOPER is  unwilling to license  the SOFTWARE  PRODUCT to
            you. In  such event, you  may not use  or copy  the SOFTWARE
            PRODUCT, and  you should promptly contact  the DEVELOPER for
            instructions  on  return  of the  unused  product(s)  for  a
            refund.

            SOFTWARE PRODUCT LICENSE

            The  SOFTWARE PRODUCT  is protected  by  copyright laws  and
            international   copyright  treaties,   as   well  as   other
            intellectual  property  laws   and  treaties.  The  SOFTWARE
            PRODUCT is licensed, not sold.

            1.  
               GRANT OF LICENSE.
            This  LA grants you the following rights:

            *Software.    You  may  use,  redistribute and include jHelp
            classes with  any software  product  deploying it  as a help
            system,  or similar  document or message  viewing function.

            Usage and  inclusion  are  understood to mean  deployment of
            jHelp as a  component of an application or applet to enhance
            the  functionality  of  said applet or application, together
            with  redistribution of  jHelp's  compiled class files along
            with said application or applet.

            Source code, if licensed, is not redistributable.

            2.  
               DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

            *Limitations  on  Reverse   Engineering,  Decompilation  and
            Disassembly.  You may  not reverse  engineer, decompile,  or
            disassemble  the SOFTWARE  PRODUCT, except  and only  to the
            extent  that   such  activity  is  expressly   permitted  by
            applicable  law  notwithstanding this  limitation.  Licensed
            source code may  be modified as required  for specific uses,
            however  such modification  shall relieve  DEVELOPER of  any
            obligations to  provide technical  support for  the SOFTWARE
            PRODUCT.

            * Termination.  Without prejudice to  any other  rights, the
            DEVELOPER may terminate this  LA  if you fail to comply with
            the terms  and conditions of  this  LA.  In such  event, you
            must destroy all  copies of the SOFTWARE PRODUCT  and all of
            its component parts.

            3. UPGRADES. If the SOFTWARE PRODUCT  is an upgrade, you now
            may use that  upgraded product only in  accordance with this
            LA. If the SOFTWARE PRODUCT is  an upgrade of a component of
            a  package of  software  programs which  you  licensed as  a
            single  product,  the  SOFTWARE  PRODUCT  may  be  used  and
            transferred only as part of that  single product package.

            4. OEM  COPYRIGHT. All  title and copyrights  in and  to the
            SOFTWARE PRODUCT  (including but not  limited to  any images
            and "applets," incorporated into  the SOFTWARE PRODUCT), the
            accompanying  printed  materials,  and  any  copies  of  the
            SOFTWARE PRODUCT, are owned by the DEVELOPER.

            5.  OEM  U.S.  GOVERNMENT RESTRICTED  RIGHTS.  The  SOFTWARE
            PRODUCT  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.

            6.THE  DEVELOPER HEREBY  DISCLAIMS  ANY  AND ALL  LIABILITY,
            EXPRESS OR IMPLIED IN CONJUNCTION WITH  THE USE OR INABILITY
            TO USE  THIS SOFTWARE. THIS DISCLAIMER  OF LIABILITY EXTENDS
            TO ANY PHYSICAL OR PECUNIARY DAMAGES,  INCLUDING THE LOSS OF
            BUSINESS INFORMATION, ANTICIPATED PROFITS, OR OTHER DAMAGES,
            EVEN IF ADVISED OF SUCH DAMAGES.

            NOTWITHSTANDING THE FOREGOING,DEVELOPER AGREES TO INDEMNIFY 
            AND HOLD HARMLESS LICENSEE AND LICENSEE'S CUSTOMERS IN THE 
            EVENT THAT A CLAIM OF INFRINGEMENT OF INTELLECTUAL PROPERTY 
            IS MADE AS A RESULT OF DEVELOPER'S SOFTWARE PROGRAMS.
