QUARTERDECK END USER LICENSE AGREEMENT
(this "Agreement")

1. 	 License Grant.

(a)   Quarterdeck Corporation ("Quarterdeck") grants you a nonexclusive license 
      to use the Quarterdeck software product you install (the "Software"), 
      subject to the following:

	Only one end user may use the Software on one computer at a time.

	You may make a reasonable number of back-up copies of the Software.  
	Back-up copies must include all proprietary rights notices appearing
	on the original and must remain in your possession or control.

	Except as specifically permitted in this Agreement, you may not (i) copy 
	the Software, (ii) modify the Software or separate out any of its
	components for use with other software (except to the extent contemplated 
	in the enclosed user documentation) (iii) use the Software to provide time 
	sharing, service bureau or similar services, or (iv) decompile, 
	disassemble, or otherwise reverse engineer the Software.

	You may not allow anyone to do anything that this Agreement prohibits you 
	from doing.

(b)   You understand that the Software is licensed to you and not sold.  
      Quarterdeck retains title to all copies of the Software.

2. 	No Warranties.  The Software is provided AS IS, without any warranties of 
any kind.

3. 	Proprietary Rights.  Subject to this Agreement, Quarterdeck and its 
licensors retain all copyrights, trade secret rights, patents, trademarks, 
and any other proprietary rights covering or relating to the Software.  You acknowledge that the Software includes or incorporates proprietary and confidential information belonging to Quarterdeck and/or its licensors.  All rights not expressly granted by Quarterdeck in this Agreement are reserved.

4. 	Exclusion of Consequential Damages; Limitation of Liability.  Neither 
Quarterdeck nor its licensors will be liable for any special, incidental, 
consequential or exemplary damages, including without limitation damages for loss 
of use, lost profits or loss of data or information of any kind, arising out of or 
in connection with the Software or its use or this Agreement, even if Quarterdeck 
or its licensor have been advised of the possibility of such damages. In no event 
will Quarterdeck's or its licensors' liability for any claim relating to the 
Software or its use or this Agreement, whether in contract, tort or any other 
theory of liability, exceed the license fee paid by you.  Some states do not allow 
the exclusion or limitation of incidental or consequential damages, so the above 
limitation or exclusion may not apply to you.

5. 	Limits on Your Right to Transfer.  You may not sublicense, rent, lease, 
lend, sell, grant a security interest in, or otherwise transfer the Software or any 
rights under this Agreement, except that you may transfer your copy of the Software 
if the person to whom you transfer the Software agrees in writing to assume all of 
your obligations under and otherwise to be bound by this Agreement.  Your rights 
under this Section 5 only apply to incidental transfers.  No right is granted to 
transfer or in any way distribute multiple copies of the Software in connection 
with a trade or business (whether as a value added reseller, OEM, distributor, 
systems integrator, or otherwise).

6. 	Export.  You acknowledge that the Software is subject to United States 
export control laws, including the export administration regulations.  You will not 
export, re-export or divert the Software in contravention of those laws.

7. 	Termination.   Quarterdeck may terminate this Agreement if you violate it. 
 You must destroy all copies of the Software in your possession or control promptly 
upon termination.  Upon Quarterdeck's request, you must certify in writing that you 
have complied with your obligations under this Section 7 and otherwise under this 
Agreement.  Termination by Quarterdeck will not limit any of  its other rights or 
remedies under this Agreement or at law or in equity.  Any provision of this 
Agreement that by its sense and context is intended to survive termination of this 
Agreement will survive termination.
 
8. 	Severability. If any provision of this Agreement is illegal or 
unenforceable under applicable law, the remaining provisions of this Agreement will 
remain valid and fully enforceable.  If any provision is in part enforceable and in 
part unenforceable, it will be enforced to the extent permitted under applicable 
law.
 
9. 	U.S. Government Restricted Rights. If this product is licensed by a DoD 
agency, such agency's rights in this product are governed by the restrictions in 
the Technical Data -- Commercial Items clause at DFARS 252.227-7015 and DFARS 
227.7202, or any successor regulation.  If this product is licensed by any other 
agency or instrumentality of the United States of America, use, duplication and 
disclosure are subject to restriction as set forth in subparagraphs (a) - (d) of 
the rights in Technical Data and Computer Software clause at FAR 52.227-19 or any 
successor regulation, or as set forth in the particular department or agency 
regulations or rules which provide Quarterdeck or its licensors protection 
equivalent to or greater than that clause. 
 
10. 	Governing Law. This Agreement is governed by California law.
 
11. 	Entire Agreement.  This Agreement, together with any special rights or 
promotions provided in writing with your copy of the Software, is the entire 
agreement between you and Quarterdeck relating to the Software.  It supersedes any 
prior or contemporaneous oral or written communication relating to the Software.

 
Should you have any questions concerning this Agreement, or if you desire to 
contact Quarterdeck for any reason, please write: Quarterdeck Corporation, 13160 
Mindanao Way, Marina del Rey, CA 90292-9705.  Alternatively, you may call us at 
(310) 309-3700, or fax us at (310) 309-4218.