SINGLE USER SOFTWARE LICENSE AND LIMITED WARRANTY AGREEMENT

IMPORTANT... READ CAREFULLY 
BY INSTALLING OR USING THIS SOFTWARE, YOU ARE INDICATING YOUR ACCEPTANCE OF 
THE FOLLOWING  SINGLE USER SOFTWARE LICENSE AND LIMITED WARRANTY AGREEMENT.

	This is a legal agreement between You, the Licensee ("You") and 
Midnight Blue Software, Inc. ("Midnight Blue") with its principal office located at 
P.O. Box 4273 Virginia Beach, VA 23454.  If You do not agree to the terms 
of this Agreement, do not install or use this software.  If You install or use this 
software, You are agreeing that the following terms and conditions will apply to 
Your use of Midnight Blue's software program ("Software") and to Your use of 
the documentation.  This is a License Agreement and not an agreement for sale.

1.	GRANT OF LICENSE.  
Midnight Blue grants You a personal, nonexclusive, and  nontransferable license 
to use this copy of the Software and documentation on a single computer at a 
time (i.e., with a single CPU at a single location) and not accessed via a network 
("License").  Documentation shall mean the end-user on-line help file that 
describes installation, use and operation of the Software.  You may evaluate the 
Software for up to a maximum of thirty (30) days, after which you must either 
register and pay for the Software, or remove the Software from your computer. 
Midnight Blue grants no other rights in the Software or documentation and 
retains the right to terminate this Agreement at any time should You violate any 
of its terms.

2.	OWNERSHIP AND TITLE.  
Midnight Blue owns exclusive title to the Software, the documentation and your 
copy of this Software.  Midnight Blue's ownership and rights are protected by 
United States patent and copyright laws and international treaty provisions.  
Midnight Blue is not aware of any patent, copyright or other rights which may be 
infringed by Your use of the Software or documentation.  This License is not a 
sale of any interest in the original copy of the Software or documentation or in 
any subsequent copies regardless of their form.

3.	COPYING AND DISTRIBUTING. 
You may make as many unmodified copies of the Software for backup and 
archival purposes as you determine necessary.  You may also make unmodified 
copies of the complete Software and documentation package for the purpose of 
distributing it via electronic means: Web, FTP, Bulletin Board Systems, 
Electronic Services, Shareware Collection CD-ROM. The individual files that 
make up the distribution, and are recreated by running the installation program, 
may not be distributed separately in any way.  The redistributable complete 
Software and documentation package may not be sold for profit or incorporated 
in commercial products without the written permission of the copyright holder. 

4.	USE RESTRICTIONS.  
You may move this Licensed copy of the Software from one of Your computers 
to another computer owned by You, provided the Licensed copy resides only on 
one of Your computers at a time.  However, the Software may NOT be 
electronically transferred from one computer to another over a network.  If You 
wish to use the Software on a network server, You must register each computer 
on the network on which the Software will be used.  You may not give registered 
copies of the Software or documentation or transfer this License to any other 
person or entity, nor lend, rent, lease, license, sublicense, sell or otherwise 
dispose of the Software or the documentation or the right to use the Software or 
documentation to any other party.  You also may not adapt, modify, decompile, 
disassemble, reverse engineer, translate or create any derivative works based 
upon the Software, or adapt, modify, translate or create derivative works based 
upon the documentation.

5.	CONDITION OF LICENSE AND TERMINATION.  
This License is granted to You on the express condition that You will only use 
the Software and documentation in accordance with the terms of this License 
Agreement.  If You fail to comply with any of the restrictions stated in this 
License, the License will be deemed terminated without notice to You, and You 
may no longer use the Software and documentation and are required to return 
the original and all existing copies of the Software and documentation to 
Midnight Blue, or to destroy all copies.

6.	LIMITED WARRANTY.  
MIDNIGHT BLUE WARRANTS TO YOU, THE ORIGINAL LICENSEE, THAT FOR A PERIOD OF NINETY 
(90) DAYS FROM THE DATE MIDNIGHT BLUE RECEIVES THE REGISTRATION FEE FOR THE 
SOFTWARE, THAT WHEN PROPERLY LOADED INTO AN APPROPRIATE COMPUTER, THE SOFTWARE 
WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE ACCOMPANYING DOCUMENTATION.  
MIDNIGHT BLUE DOES NOT WARRANT, HOWEVER, THAT YOUR USE OF THE SOFTWARE WILL BE 
UNINTERRUPTED OR THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE.

7.	DISCLAIMER.  
EXCEPT FOR THE LIMITED WARRANTY WHICH APPEARS ABOVE, THE SOFTWARE AND 
DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT ANY OTHER WARRANTY CONCERNING THE 
USE, OR THE RESULTS OF USE, OF THE SOFTWARE OR THE DOCUMENTATION, AND WITHOUT 
ANY WARRANTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR 
REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR 
FREE.  THIS WARRANTY SHALL NOT APPLY TO ANY FAILURE OR NONCONFORMITY IN THE 
SOFTWARE RESULTING FROM ACCIDENT, MISUSE OR MISAPPLICATION.

8.	CUSTOMER'S EXCLUSIVE REMEDY.  
MIDNIGHT BLUE'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIM ARISING 
FROM THIS AGREEMENT OR FROM YOUR USE OF THE SOFTWARE OR DOCUMENTATION, SHALL BE, 
AT MIDNIGHT BLUE'S OPTION, EITHER (A) RETURN OF THE PURCHASE PRICE OR (B) 
REPLACEMENT OF THE SOFTWARE WHICH DOES NOT CONFORM TO MIDNIGHT BLUE'S LIMITED 
WARRANTY AND WHICH IS RETURNED WITHIN THE WARRANTY PERIOD TO MIDNIGHT BLUE.  ANY 
REPLACEMENTS OF SOFTWARE WILL BE WARRANTED FOR THE REMAINDER OF THE ORIGINAL 
WARRANTY PERIOD.

9.	NO OTHER WARRANTIES.  
THE ABOVE WARRANTIES, ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, 
INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS 
FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY EXCLUDED.  YOU AGREE THAT NO 
ORAL OR WRITTEN REPRESENTATION, DEMONSTRATION, STATEMENTS, ADVICE OR ADVERTISEMENTS 
BY MIDNIGHT BLUE, ITS AGENTS, DEALERS, DISTRIBUTORS OR EMPLOYEES CONSTITUTES ANY 
WARRANTY OR MODIFICATION OF THIS STATED DISCLAIMER AND LIMITED WARRANTY.

10.	NO LIABILITY FOR CONSEQUENTIAL DAMAGES.  
NEITHER MIDNIGHT BLUE NOR ANY OTHER PERSON OR ENTITY INVOLVED IN THE DEVELOPMENT, 
PRODUCTION, MARKETING OR DELIVERY OF THE SOFTWARE SHALL BE LIABLE FOR ANY DIRECT, 
INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS 
OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, 
INFRINGEMENTS OF PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY 
RIGHTS, OR FAILURE TO REALIZE SAVINGS) OR LIKE DAMAGES, REGARDLESS OF THE LEGAL 
BASIS FOR SUCH LIABILITY, RELATED TO THE USE OR THE INABILITY TO USE THE SOFTWARE 
OR DOCUMENTATION, EVEN IF MIDNIGHT BLUE HAS BEEN ADVISED OF THE POSSIBILITY OF 
SUCH DAMAGES, AND EVEN IF THE CUSTOMER REMEDY IDENTIFIED IN THIS AGREEMENT IS 
DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  BECAUSE SOME STATES DO NOT ALLOW 
THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, 
THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

11.	MISCELLANEOUS.  
This Agreement shall be governed by the substantive laws of the State of New 
York without regard to conflicts of laws.  This Agreement constitutes the entire 
Agreement between Midnight Blue and You with respect to its subject matter.

	If You have any questions regarding this Agreement or wish to contact 
Midnight Blue for any reason, please write to:
 
			Midnight Blue Software, Inc.
			Box 4273
			Virginia Beach, VA 23454

Dated:     January 1, 2001      				






