READ CAREFULLY!

This MindVision Installer VISE for Windows End-User License Agreement
("Agreement") is a legal agreement between you (either an individual
or a single entity known as "Customer") and MindVision Software, which
owns a proprietary computer software installation system which includes
computer software and "on-line" or electronic documentation and
associated media and printed materials (collectively known as "Installer
VISE for Windows" or "Software"). By installing, copying, or otherwise
using the Software or any Software Updates, Customer agrees to be bound
by the terms of this Agreement. If Customer does not agree to the terms
of this Agreement, do not install, copy, or use the Software, including
all Software Updates that Customer received as part of the Software
(each, an "Update"). By installing, copying, or  otherwise using an
Update, Customer agrees to be bound by the additional license terms
that accompany such Update. If Customer does not agree to the terms of
the additional license terms that accompany the Update, disregard the
Update and the additional license terms that accompany the Update. In
this event, Customer's rights to use the Software shall continue to be
governed by the then-existing Agreement.

1. Copyright

All title and copyrights in and to the Software (including but not
limited to any software components, product documentation and associated
media, sample files, extension files, tools and utilities, miscellaneous
technical information, collectively referred to herein as the "Software"),
and any copies of the Software, are owned by MindVision. The Software is
protected by United States copyright laws and international treaty
provisions. Therefore, you must treat the Software like any other
copyrighted material, except that Customer may either (i) make one copy
of the Software solely for backup or archival purposes, provided Customer
reproduces and includes MindVision's copyright and trademark notices
contained on the original disk labels on such backup copy, or (ii)
transfer the Software to a hard disk, provided Customer keeps the original
solely for backup and archival purposes. Customer may not copy the
printed materials accompanying the Software. The Software is licensed,
not sold.

2. Grant of License

a. MindVision grants Customer use of the Software only if Customer has
registered the Software by returning the registration card to MindVision.
	
b. MindVision grants Customer a non-exclusive, worldwide license to use
MindVision's Installer VISE for Windows computer software (the "Software")
for the purpose of distributing an unlimited number of installation
systems for an unlimited number of Customer's own computer software and
any of its updates, enhancements and successors.

c. MindVision grants Customer a royalty free right to reproduce, copy and
distribute, in object code only and solely as part of each installation
system, the "installer" portion of the Software, provided Customer
(i)includes Customer's valid copyright notice on each application
distributed with such "installer"; and (ii) indemnify, hold harmless and
defend MindVision from and against any claims or lawsuits, including
attorney's fees, that arise or result from the use or distribution of
Customer's own computer software.

d. Acceptance: Installer VISE for Windows shall be deemed accepted by
Customer upon payment of the Software by Customer and shall not be granted
a refund of any license fees for the Software, except for Customer's rights
defined under Section 5 Disclaimer of Warranty in this Agreement.

3. Other Restrictions

a. The Software is the sole and exclusive property of MindVision,
including all applicable rights to patents, copyrights, trademarks and
trade secrets and is provided for Customer's exclusive use for the
purposes of this Agreement and will be held in confidence with the
exception of the "installer" portion of the software.

b. Customer will not remove any designation mark from any supplied
material that identifies such material as belonging to or developed
by MindVision, with the exception of the "installer" portion of the
Software. Customer agrees not to disassemble, decompile, reverse engineer
or otherwise reduce the Software to perceptible form. 

c. Customer may not rent, lease, or sublicense the Software.

d. Customer may permanently transfer all of Customer's rights under
this Agreement, provided Customer retains no copies, Customer transfers
all of the Software (including all component parts, the media and
printed materials, any upgrades, and this Agreement), Customer provides
MindVision notice of Customer's name, company, and address and the name,
company, and address of the person to whom Customer is transferring the
rights granted herein, and the recipient agrees to the terms of this
Agreement and pays to MindVision a transfer fee in an amount to be
determined by MindVision and in effect at the time in question. If the
Software is an upgrade, any transfer must include all prior versions of
the Software. If the Software is received as part of a subscription, any
transfer must include all prior deliverables of Software and all other
subscription deliverables. Upon such transfer, Customer's license under
this Agreement is automatically terminated.

e. Customer may use or transfer the Updates to the Software only in
conjunction with Customer's then-existing Software. The Software and
all Updates are licensed as a single product and the Updates may not
be separated from the Software for use at any time.

4. Termination

a. Without prejudice to any other rights, MindVision may terminate this
Agreement if Customer fails to comply with the terms and conditions of
this Agreement. In such event, Customer must destroy all copies of the
Software in any form and all of its component parts.

5. Disclaimer of Warranty

a. NO WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF
ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MINDVISION
DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT, WITH REGARD
TO THE SOFTWARE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS.
YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO
STATE/JURISDICTION.  In the event MindVision fails to remedy material
defects in the Software, Customer's exclusive remedy shall be, at
MindVision's option, either (a) to receive a refund not to exceed the
license fee paid hereunder for the current term of the Agreement, or
(b) shall be to correct the Software at MindVision's sole expense.

b. NO LIABILITY FOR DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL MINDVISION BE LIABLE FOR ANY
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE
OR INABILITY TO USE THE SOFTWARE, EVEN IF MINDVISION HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME
STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE
LIMITATION MAY NOT APPLY TO YOU.

c. MindVision shall be relieved of any and all obligations with
respect to this section for any portions of the Software that are
revised, changed, modified, or maintained by anyone other than
MindVision.

6. Additional Copies:  Within thirty days of initial shipment
of Customer's own software product(s), Customer agrees to provide
to MindVision, at no charge, three Not For Resale copies of
Customer's software product(s) including any updates.

7. Governing Law:  This Agreement shall be construed and the
legal relation between the parties determined in accordance with
laws of the state of Nebraska.

CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT,
UNDERSTAND IT AND AGREES TO BE BOUND BY ITS TERMS AND
CONDITIONS. CUSTOMER FURTHER AGREES THAT IT IS THE COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN CUSTOMER
AND MINDVISION WHICH SUPERSEDES ANY PROPOSAL OR PRIOR
AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS
BETWEEN CUSTOMER AND MINDVISION RELATING TO THE SOFTWARE.