
              END USER LICENSE AGREEMENT

      NuSphere Commercial Component License Agreement

CAUTION: CAREFULLY READ THE TERMS AND CONDITIONS OF THIS
AGREEMENT. BY CLICKING ON THE "ACCEPT" BUTTON,  YOU  ARE
CONSENTING TO BE BOUND BY AND ARE BECOMING  A  PARTY  TO
THIS AGREEMENT.  NUSPHERE  CORPORATION  ("NUSPHERE")  IS
ONLY WILLING TO PROVIDE THE PRODUCT TO YOU  UNDER  THESE
TERMS AND CONDITIONS. YOUR ACT OF CLICKING THE "I ACCEPT
THE AGREEMENT" BUTTON AND/OR  ANY  USE  BY  YOU  OF  THE
PRODUCT WILL SIGNIFY YOUR AGREEMENT TO BE BOUND BY THESE
TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS
AND  CONDITIONS,   CLICK   THE  "I  DO  NOT  ACCEPT  THE
AGREEMENT"  BUTTON  AND  DO   NOT   PROCEED   WITH   THE
INSTALLATION OF THE PRODUCT. YOU SHOULD PROMPTLY  RETURN
THE PRODUCT TO NUSPHERE OR THE DEALER FROM WHICH IT  WAS
ACQUIRED FOR A FULL REFUND. THE TERM "PROMPTLY" AS  USED
HEREIN  SHALL  MEAN  NO  LATER  THAN  SIXTY  (60)   DAYS
FOLLOWING THE DELIVERY OF THE PRODUCT TO YOU

Use  of   this   software   product   (the   "Software")
constitutes  your  acceptance   of   these   terms   and
conditions  and   your  agreement  to  abide   by  them.
"Software" includes all updates, tutorials, training  or
instructional programs provided by NuSphere  Corporation
with respect thereto.

This is a legal agreement between you, the end user, and
NuSphere Corporation (the  "Agreement"). BY  INSTALLING,
COPYING, DOWNLOADING, ACCESSING OR OTHERWISE  USING  THE
SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE  TERMS  OF
THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS
AGREEMENT, then do not use, copy, transmit,  distribute,
or install the Software. THIS IS NOT FREE SOFTWARE.

1. LICENSE.  You,  the  original  user,  are  granted  a
nonexclusive license to evaluate this Software under the
terms stated in this Agreement. This license allows  you
to evaluate the Software on one computer (i.e. a  single
CPU) at the same time for a period of fourteen (14) days
without charge. Use of the Software  after  the 14th day
period  requires purchase of the product in  US  Dollars
drawn  on  a  US  bank.  Current   pricing   and   order
information  can  be  obtained  by  directly  contacting
NuSphere  Corporation  on  the   World   Wide   Web   at
http://www.nusphere.com.   Unregistered   use   of   the
Software after the evaluation  period is in violation of
U.S. and international copyright laws. You may not rent,
sell, lease, or distribute the  Software,  but  you  may
transfer exact copies of the Software to your evaluation
computer. NuSphere Corporation grants you the  right  to
use the Software to create, edit, and debug software and
websites, but for evaluation purposes only. Accordingly,
you may not use the  Software to create, edit, or  debug
software or websites for  institutional,  commercial  or
business purposes or for any other purpose which is  not
of a personal nature without permission or a  separately
purchased software license.

2. COPYRIGHT.  All   title   and   proprietary   rights,
including trade secrets, in the Software and any  copies
thereof and  the  accompanying  written  materials,  are
owned by  NuSphere  Corporation  and  are  protected  by
United States copyright laws, other applicable copyright
laws  and  international  treaty  provisions.   NuSphere
Corporation retains  all  rights  with  respect  to  the
Software not expressly granted herein.

3. RESTRICTIONS. You may not use,  copy,  alter,  merge,
adapt, modify, rent, lease or sublicense the Software or
the accompanying written materials, or any copy thereof,
in whole or in part, except  as  expressly  provided  in
this Agreement or under applicable statutes. You may not
reverse-engineer, decompile or disassemble the Software.
You may not modify, or  create  derivative  works  based
upon, the Software in whole or in part. You may not copy
the  Software,  or  any  portion  thereof,   except   as
specifically permitted by the terms of  this  Agreement.
However, the foregoing restrictions are limited so  that
they prohibit such activities only to the maximum extent
such activities  may  be  prohibited  without  violating
applicable law. The Software is  licensed  as  a  single
product. Its component parts may not  be  separated  for
use on more than one computer.

4. TERM.  The  license  is  effective  until terminated.
Without  prejudice  to  any   other   rights,   NuSphere
Corporation may terminate this license automatically  if
you fail to  comply  with  any  of  the  terms  of  this
Agreement. Upon any termination of this  Agreement,  you
agree  to  either  return  the  Software   to   NuSphere
Corporation or  destroy  all  copies  of  the  Software,
including without  limitation,  any  associated  written
materials.

5. LIMITED WARRANTY AND DISCLAIMER. NuSphere Corporation
warrants  that  the  media  on  which  the  Software  is
furnished  is  free  from  defects   in   materials   or
workmanship under normal use for a period of thirty (30)
days from the date of receipt by you; PROVIDED  HOWEVER,
THAT THIS LIMITED WARRANTY IS VOID FOR DEFECTS RESULTING
FROM ACCIDENT, ABUSE, OR MISAPPLICATION. EXCEPT FOR  THE
FOREGOING, THE SOFTWARE AND  ANY  ACCOMPANYING   WRITTEN
MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY  OF  ANY
KIND, WHETHER  EXPRESS  OR  IMPLIED,  INCLUDING  WITHOUT
LIMITATION, ANY WARRANTY OF MERCHANTABILITY  OR  FITNESS
FOR A PARTICULAR PURPOSE. FURTHER, NUSPHERE  CORPORATION
DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS
REGARDING THE USE, OR THE RESULTS OF  THE  USE,  OF  THE
SOFTWARE OR THE WRITTEN MATERIALS OR THAT THEY ARE ERROR
FREE. THIS LIMITED WARRANTY  GIVES  YOU  SPECIFIC  LEGAL
RIGHTS AND YOU MAY ALSO HAVE  OTHER  RIGHTS  WHICH  VARY
FROM STATE TO STATE, AND FROM COUNTRY TO  COUNTRY.  SOME
STATES,  COUNTRIES  AND  JURISDICTIONS  DO   NOT   ALLOW
LIMITATIONS ON HOW LONG AN  IMPLIED  WARRANTY  LASTS, SO
THE ABOVE LIMITATIONS MAY  NOT  APPLY  TO  YOU.  To  the
extent allowed by applicable law, implied warranties  on
the Software, if any, are also limited  to  thirty  (30)
days.

6. LIMITATION OF REMEDIES.   EXCEPT   TO   THE    EXTENT
EXPRESSLY REQUIRED BY APPLICABLE  STATUTES,  THE  ENTIRE
LIABILITY OF NuSphere  Corporation  AND  YOUR  EXCLUSIVE
REMEDY SHALL BE LIMITED TO  PRODUCT  REPLACEMENT  OR  TO
REFUND OF THE LICENSE FEE.

7. LIMITATION OF LIABILITY.  EXCEPT   TO   THE    EXTENT
EXPRESSLY   REQUIRED   BY   APPLICABLE   LAW,   NUSPHERE
CORPORATION SHALL NOT BE RESPONSIBLE OR LIABLE  FOR  ANY
DAMAGE OR PECUNIARY LOSS ARISING OUT OF THE USE  OF  THE
SOFTWARE, INABILITY TO USE THE SOFTWARE,  OR  ANY  OTHER
MATTER OR CIRCUMSTANCE UNDER ANY  CONTRACT,  NEGLIGENCE,
STRICT LIABILITY OR OTHER THEORY FOR (A) LOSS OF DATA OR
COST OF PROCUREMENT OF SUBSTITUTE   GOODS,  SERVICES  OR
TECHNOLOGY,  (B)  FOR  ANY   INDIRECT,   INCIDENTAL   OR
CONSEQUENTIAL DAMAGES, INCLUDING, BUT  NOT  LIMITED  TO,
LOSS OF PROFITS OR BUSINESS  INTERRUPTION,  OR  (C)  ANY
OTHER   MATTER.   AS   SOME   STATES,   COUNTRIES    AND
JURISDICTIONS DO NOT ALLOW THE EXCLUSION  OR  LIMITATION
OF LIABILITY FOR CONSEQUENTIAL  OR  INCIDENTAL  DAMAGES,
THE ABOVE LIMITATIONS AND EXCLUSIONS MAY  NOT  APPLY  TO
YOU OR MAY BE LIMITED BY THOSE LAWS.

8. INTERPRETATION. If one or  more  provisions  of  this
Agreement are held to be illegal or unenforceable  under
applicable law, such illegal or unenforceable portion(s)
shall be limited or excluded from this Agreement to  the
minimum extent required so  that  this  Agreement  shall
otherwise  remain  in  full   force   and   effect   and
enforceable in accordance with its terms.

9. U.S. GOVERNMENT RESTRICTED RIGHTS. The  Software  and
any accompanying written  materials  are  provided  with
RESTRICTED AND  LIMITED  RIGHTS.  Use,  duplication,  or
disclosure by the Government is subject to  restrictions
as set forth  in  FAR  52.227-14,  Alternate  III(g)(3),
FAR 52.227-19(c), or DFARS 252.227-7013 (c)(1) (ii),  as
applicable.   Contractor / Manufacturer   is    NUSPHERE
CORPORATION, Reno, NE USA.

10. EXPORT RESTRICITIONS. You agree that  you  will  not
export or re-export the Software, or any  part  thereof,
or any process or service that is the direct product  of
the Software (the foregoing collectively referred to  as
the "Restricted Components"), to any country, person  or
entity  subject  to  U.S.   export   restrictions.   You
specifically agree not to export or re-export any of the
Restricted Components (i) to any country  to  which  the
U.S. has embargoed or restricted the export of goods  or
services, or  to  any  national  of  any  such  country,
wherever located, who intends to transmit  or  transport
the Restricted Components back to such country; or  (ii)
to any person or entity who  has  been  prohibited  from
participating in U.S. export transactions by any  agency
of the U.S. government. You warrant and  represent  that
neither the BXA nor any other U.S.  federal  agency  has
suspended, revoked or denied your export privileges.

The Products, including technical  data  and  any  third
party products contained in the Products, are subject to
U.S. Export Regulations and may be subject to export  or
import regulations in other countries. The Products  may
not be downloaded, or otherwise exported or  re-exported
(i) into, or to a national or resident of,  Cuba,  Iraq,
Iran, North Korea, Libya, Sudan, Syria, or  any  country
to which the U.S. has embargoed goods; or (ii) to anyone
on the U.S.  Treasury  Department's  list  of  Specially
Designated Nations or  the  U.S.  Commerce  Department's
Table of Denial Orders.

11. GENERAL. This Agreement shall  be  governed  by  and
construed  under  the  laws  of  the   Commonwealth   of
Massachusetts and the United States. You agree that this
Agreement is the complete and exclusive statement of the
mutual  understanding  between  us  and  supersedes  and
cancels all previous written  and  oral  agreements  and
communications relating to the subject  matter  of  this
Agreement. If any provision of this Agreement  is  found
void, invalid or unenforceable, it will not  affect  the
validity of the balance of this Agreement,  which  shall
remain valid and enforceable according to its terms.

12. UPGRADES. If the Software is labeled as an  upgrade,
you  must  be  properly  licensed  to  use   a   product
identified by NuSphere Corporation as being eligible for
the upgrade in  order  to  use  the  Software.  Software
labeled as an upgrade of any software  program  replaces
and/or supplements the product that forms the basis  for
your eligibility  for  the  upgrade.  You  may  use  the
resulting upgraded software programs only in  accordance
with the terms of this License. If the  Software  is  an
upgrade of a component of a package of software programs
that you licensed as a single product, the Software  may
be used and transferred only  as  part  of  that  single
product package and may not be separated for use on more
than one computer.

13. CONFIDENTIALITY. You recognize  that  components  of
this Software are trade secrets of NuSphere Corporation.
Results of your evaluation of the Software  may  not  be
disclosed without the expressed  written  permission  of
NuSphere Corporation.
