Neighborhood Watch (tm) End User Licensing Instructions
Copyright (c) 1994-1996 Ethosoft, Inc.


     ETHOSOFT, INC. END-USER LICENSE

        NOTICE TO USERS ("COMPANY"):  CAREFULLY READ THE 
FOLLOWING LEGAL AGREEMENT. COMPANY'S USE OF THIS SOFTWARE IS 
CONDITIONED UPON COMPLIANCE BY COMPANY WITH THE TERMS OF THIS 
AGREEMENT. THE SOFTWARE MAY BE EVALUATED FOR THIRTY DAYS ON A 
ROYALTY FREE BASIS.  CONTINUED USE AFTER EVALUATION IS CONDITIONED 
UPON PAYMENT BY COMPANY OF THE LICENSE FEE SPECIFIED IN A 
CONFIRMATION LETTER FROM ETHOSOFT, INC. ("ETHOSOFT").  (PRICES FOR 
STANDARD SIZE CONFIGURATIONS OF THE PRODUCT CAN BE FOUND IN
THE ACCOMPANYING FILE: NWORDER.TXT.)

        The Software may not be distributed by Company to any outside 
corporation, organization or government agency.  This license authorizes 
Company to use the number of copies as indicated in a confirmation letter 
from Ethosoft and for which Company has paid Ethosoft the negotiated
license fee.  If the confirmation letter from Ethosoft indicates that 
Company's license is "Corporate-Wide", this license will be deemed to cover 
copies duplicated and distributed by Company for use on any additional 
incremental machines purchased or leased by Company during the Term, at no 
additional charge.  If Company does not obtain a confirmation letter and
pay the applicable license fee, this license expires at the end of the thirty 
day evaluation period.

I.      SINGLE POINT OF CONTACT.  Support for Software bug reports and other 
product issues will be handled through a single point of contact within the 
Company.  Company shall identify the contact individual when placing its 
order with Ethosoft or Ethosoft's Authorized Agent.  There will be no charge 
for support of the Software from the Company's headquarters in Medford when
channelled through such individual.  Support requests from other 
organizational areas will be billed at normal hourly support rates.

II.     PRODUCT SUPPORT.  Telephone, CompuServe, and Internet support for 
Neighborhood Watch is available at no additional charge.

III.     GENERAL TERMS.

        COPYRIGHT.  The Software is protected by United States copyright laws 
and international treaty provisions.  Company acknowledges that no title to 
the intellectual property in the Software is transferred to Company.  Company 
further acknowledges that full ownership rights to the Software will remain 
the exclusive property of Ethosoft or its suppliers, and Company will not
acquire any rights to the Software except as expressly set forth in this 
license.  Company agrees that any copies of the Software made by Company will 
contain the same proprietary notices which appear on and in the Software.

        REVERSE ENGINEERING.  Company agrees that it will not attempt, and 
will use its best efforts to prevent its employees from attempting to reverse 
compile, modify, translate or disassemble the Software in whole or in part.

        LIMITED WARRANTY.  Ethosoft warrants that the Software will perform 
substantially in accordance with the accompanying documentation for a period 
of ninety (90) days from the date Ethosoft receives payment.

        COMPANY REMEDIES.  If the Software does not conform to the limited 
warranty above ("Limited Warranty"), Ethosoft's entire liability and Company's 
sole and exclusive remedy shall be, at Ethosoft's option, either to (a) 
correct the error, (b) help Company work around or avoid the error or (c) 
authorize a refund, so long as the Software is destroyed by Company.  The 
Limited Warranty is void if failure of the Software has resulted from 
accident, abuse, or misapplication.  Any replacement Software will be 
warranted for the remainder of the original Limited Warranty period.

        NO OTHER WARRANTIES.  ETHOSOFT DOES NOT WARRANT THAT 
THE SOFTWARE IS ERROR FREE. EXCEPT FOR THE EXPRESS LIMITED 
WARRANTY ABOVE, ETHOSOFT DISCLAIMS ALL OTHER WARRANTIES WITH 
RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING 
BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS 
FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS.

        SEVERABILITY.  In the event of invalidity of any provision of this 
license, the parties agree that such invalidity shall not affect the validity 
of the remaining portions of this license.

        NO LIABILITY FOR CONSEQUENTIAL DAMAGES.  IN NO EVENT 
SHALL ETHOSOFT OR ITS SUPPLIERS BE LIABLE FOR CONSEQUENTIAL, 
INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE 
DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE, EVEN IF ETHOSOFT 
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT 
WILL ETHOSOFT'S LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT 
OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE
PAID BY COMPANY.

        EXPORT.  Company agrees that it will not export or re-export the 
Software to North Korea, Vietnam, Cuba, Iran or Iraq without the appropriate 
United States or foreign government licenses.

        GOVERNING LAW.  This Agreement will be governed by the laws of the 
State of Massachusetts.  The United Nations Convention on Contracts for the 
International Sale of Goods is specifically disclaimed.

        U.S. GOVERNMENT RESTRICTED RIGHTS.  If the Software is acquired (i) 
for use by DoD, use, duplication or disclosure by the Government is subject 
to the terms of this license unless superseded by 252.227-7013(c)(1)(ii) or 
(ii) for use by civilian agencies, use, reproduction or disclosure is subject 
to the terms of this license unless superseded by 52.227-19.

        ENTIRE AGREEMENT.  This Agreement together with any Ethosoft 
confirmation letter constitute the entire agreement between Company and 
Ethosoft which supersedes any prior agreement, including any prior license 
from Ethosoft, or understanding, whether written or oral, relating to the 
subject matter of this Agreement.  The terms and conditions of this Agreement 
shall apply to all orders submitted to Ethosoft and shall supersede any 
different or additional terms on purchase orders from Company.

        Should you have any questions concerning this license agreement, or if 
you desire to contact Ethosoft for any reason, please call (800) 388-9063, 
fax (617) 270-4809, or write:  Ethosoft, Inc. 101 Middlesex Turnpike, 
Suite 6410, Burlington, MA  01803-4914.
