NOTICE: MGI SOFTWARE CORP. (MGI) LICENSES THE ENCLOSED SOFTWARE TO YOU 
ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN 
THIS LICENSE AGREEMENT. PLEASE READ THE TERMS CAREFULLY. IF YOU DO NOT 
AGREE TO THESE TERMS, THEN MGI IS UNWILLING TO LICENSE THE SOFTWARE TO 
YOU, IN WHICH EVENT YOU SHOULD RETURN THE FULL PRODUCT WITH PROOF OF 
PURCHASE TO THE DEALER FROM WHOM IT WAS ACQUIRED WITHIN SIXTY DAYS OF 
PURCHASE, AND YOUR MONEY WILL BE REFUNDED.

LICENSE AND WARRANTY:

The software which accompanies this license (the "software") is the 
property of MGI or its licensors and is protected by copyright law. While 
MGI continues to own the Software, you will have certain rights to use 
the Software after your acceptance of this license. Except as may be 
modified by license addendum which accompanies this license, your rights 
and obligations with respect to the use of this Software are as follows:

You may:

(I) use one copy of the Software on a single computer; if the media which 
you received in this package contains more than one language version of 
the Software and/or multiple Software titles, you are only licensed for 
one language version per Software title contained on the media (you may 
not make copies of different language versions) and you may not transfer 
such other versions to another person or allow another person to use such 
other versions;

(II) make one copy of the Software for archival purposes, or copy the 
software onto the hard disk of your computer and retain the original for 
archival purposes;

(III) use the Software on a network, provided that you have a licensed 
copy of the Software for each computer that can access the Software over 
that network;

(IV) after written notice to MGI, transfer the Software on a permanent 
basis to another person or entity, provided that you retain no copies of 
the Software and the transferee agrees to the terms of this agreement; 
and

(V) if a single person uses the computer on which the Software is 
installed at least 80% of the time, then after returning the completed 
product registration card which accompanies the Software, that person may 
also use the Software on a single home computer.

You may not:

(I) copy the documentation which accompanies the Software;

(II) sublicense, rent or lease any portion of the Software;

(III) reverse engineer, decompile, disassemble, modify, translate, make 
any attempt to discover the source code of the Software, or create 
derivative works from the Software; or

(IV) use a previous version or copy of the Software after you have 
received a disk replacement set or an upgraded version as a replacement 
of the prior version, unless you donate the previous version of an 
upgraded version to a charity of your choice, and such charity agrees in 
writing that it will be the sole end user of the product, and that it 
will abide by the terms of this agreement. Unless you so donate a 
previous version of an upgraded version, upon upgrading the Software, all 
copies of the prior version must be destroyed.

Limited Warranty:

MGI warrants that the media on which the Software is distributed will be 
free from defects for a period of sixty (60) days from the date of 
delivery of the Software to you. Your sole remedy in the event of a 
breach of this warranty will be that MGI will, at its option, replace any 
defective media returned to MGI within the warranty period. MGI does not 
warrant that the Software will meet your requirements or that operation 
of the Software will be uninterrupted or that the Software will be error-
free.

THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, 
WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF 
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. 
THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, 
WHICH VARY FROM STATE TO STATE.

Disclaimer of Damages:

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL 
PURPOSE, IN NO EVENT WILL MGI BE LIABLE TO YOU FOR ANY SPECIAL, 
CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR 
LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF 
MGI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR 
INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION 
MAY NOT APPLY TO YOU.

IN NO CASE SHALL MGI'S LIABILITY EXCEED THE PURCHASE PRICE FOR THE 
SOFTWARE. The disclaimers and limitations set forth above will apply 
regardless of whether you accept the software.

U.S. Government Restricted Rights:

RESTRICTED RIGHTS LEGEND. 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 clause at 48 CFR 52.227-19, as 
applicable, MGI Software Corp., 50 West Pearce Street, Richmond Hill, 
Ontario, L4B 1E3 Canada.

General:

This Agreement will be governed by the laws of the Province of Ontario, 
Canada. This Agreement may only be modified by a license addendum which 
accompanies this license or by a written document which has been signed 
by both you and MGI. Should you have any questions concerning this 
Agreement, or if you desire to contact MGI for any reason, please write: 
MGI Customer Sales and Service. MGI Software Corp., 50 West Pearce 
Street, Richmond Hill, Ontario, L4B 1E3 Canada.

April 1998
[823e.1]

