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


PLEASE FEEL FREE TO (i) UPLOAD THIS SOFTWARE TO ANY ELECTRONIC 
BULLETIN BOARD, (ii) DEMONSTRATE THE SOFTWARE AND ITS CAPABILITIES 
OR (iii) GIVE COPIES TO POTENTIAL USERS, SO THAT OTHERS MAY HAVE 
THE OPPORTUNITY TO OBTAIN A COPY FOR USE IN ACCORDANCE WITH THE 
LICENSE TERMS CONTAINED IN THIS FILE.


        NOTICE TO SHAREWARE DISTRIBUTORS ("DISTRIBUTOR"):
CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT.  DISTRIBUTOR'S 
RIGHT TO DISTRIBUTE THIS SOFTWARE IS CONDITIONED UPON COMPLIANCE 
BY DISTRIBUTOR WITH THE TERMS OF THIS AGREEMENT.

        1.       LICENSE GRANT.  Ethosoft, Inc. ("Ethosoft") grants to 
Distributor a nonexclusive, worldwide right to distribute the object code 
version of the Software as shareware.  This license to distribute the Software 
is conditioned upon Distributor's compliance with the terms of this Agreement.  
Distributor will not copy the Software except as necessary to use it in 
accordance with this license, and Distributor is granted no right to modify 
or sublicense the Software.  Distributor may download the Software files from 
CompuServe.  All files of this Software must be distributed bundled together, 
either by distributing a copy of the original .ZIP file or by unzipping the 
entire contents of the .ZIP file onto a diskette.  All Software distribution 
must be via diskettes (which are either write-protected or notchless) or 
electronic transmission (in which case the original archive file from Ethosoft 
must be used).  Distributor is prohibited from installing copies of the 
Software on hard drives and distributing such hard drives.

        2.       NO SUBLICENSE FEE.  Shareware Distributors may not charge 
their customers for the Software other than a nominal fee for the diskette 
and must make clear on the diskette package and diskette label that the 
Software on the diskette is for evaluation purposes only, and that its use 
beyond 30 days requires a valid license or registration through Ethosoft, Inc. 
or an Authorized Ethosoft Support center. Shareware Distributors agree not to 
offer any service or subscription that includes updates of Ethosoft Software.
Such access to, or provision of, Ethosoft Software updates is a benefit of 
properly licensing the Software through Ethosoft, Inc. or an Authorized Agent. 
All registration and licensing opportunities shall be referred to Ethosoft, 
Inc. or to an Authorized Agent.

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

        4.       REVERSE ENGINEERING.  Distributor 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.

        5.       LIMITED END USER WARRANTY.  Ethosoft warrants the Software TO 
END USERS ONLY pursuant to the terms and conditions of the end user license 
and no warranty is extended to Distributor.  In the event the Software does 
not conform to the limited warranty described in the end user license, 
Ethosoft will provide the end user with a solution in accordance with the 
terms of the end user license.  Distributor agrees to provide Ethosoft with 
reasonable assistance in providing warranty assistance to end users.

        6.       NO OTHER WARRANTIES.  ETHOSOFT DOES NOT 
WARRANT THAT THE SOFTWARE IS ERROR FREE.  EXCEPT FOR THE EXPRESS 
WARRANTIES GRANTED TO THE END USER IN THE END USER LICENSE 
AGREEMENT, 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.

        7.       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.

        8.       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.

        9.       EXPORT.  Distributor 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


        10.      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.

        11.      U.S. GOVERNMENT RESTRICTED RIGHTS.  If Distributor provides 
the Software for use by DoD, Distributor agrees to insure that use, 
duplication or disclosure by the Government will be subject to the terms of 
this Agreement unless superseded by 252.227-7013(c)(1)(ii).  If Distributor 
provides the Software for use by civilian agencies, Distributor agrees to 
insure that use, reproduction or disclosure is subject to the terms of this 
Agreement unless superseded by 52.227-19.

        12.      ENTIRE AGREEMENT.  This Agreement constitutes the entire 
agreement between Distributor 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.

        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.
