END USER LICENSE AGREEMENT
 
NOTICE: Please read this End User License Agreement (this "Agreement").  
If you install or use this software product(s) (the "Software"), you 
will be legally bound by this Agreement.  If you do not want to be 
bound by this Agreement, you must promptly return the Software, all 
accompanying documentation, and all other accompanying written 
materials in the original packaging to the location where you 
obtained them for a full refund.  If you do not accept this 
Agreement, you may not copy, retain or use the Software.

1. LICENSE GRANT. 
(a)     QUARTERDECK CORPORATION ("QUARTERDECK"), grants 
        you a nonexclusive license to use the Software, 
        subject to the following:

        Except as stated below, you may install the Software on 
        only one computer.  If the Software can be used from any 
        computer other than the computer on which it is installed 
        (whether because the computer on which it is installed is 
        part of a network or for any other reason), you must license 
        a copy of the Software for each computer from which the 
        Software may be used.  For example, if there are ten 
        computers that have access to the Software on your network, 
        then you must license ten copies of the Software solely for 
        use on that network.

        If you are the primary user of more than one computer (such 
        as an office computer and a home computer), you may install 
        the Software on each of them so long as the Software is 
        never used on more than one of the computers at the same time.
        If you want to allow the Software to be used on more than one 
        of the computers at the same time, then you must license a 
        copy of the Software for each computer.  However, if you are 
        using the RapidRemote portion of the Software on another 
        user's computer (or on your second computer) for file 
        transfers or other remote operations, you may use the remote 
        host and client simultaneously on the two (2) computers.  

        You may make a reasonable number of back-up copies of 
        the Software.  The back-up copies may be used only to 
        replace an unusable copy of the Software.  You must destroy 
        any copies of the Software that are replaced by a back-up 
        copy.  Back-up copies must include all proprietary rights 
        notices appearing on the original and must remain in 
        your possession or control.

        Except as specifically permitted in this Agreement, you may not 
        
                (i)   copy the Software, 
                (ii)  modify the Software or separate out any of its 
                      components for use with other software (except 
                      to the extent contemplated in the enclosed 
                      user documentation) 
                (iii) use the Software to provide time sharing, 
                      service bureau or similar services, or 
                (iv)  decompile, disassemble, or otherwise 
                      reverse engineer the Software.

        You may not allow anyone to do anything that this Agreement 
        prohibits you from doing.

(b)     You understand that the Software is licensed to you and 
        not sold.  QUARTERDECK retains title to all copies of 
        the Software.

2. LIMITED WARRANTIES AND DISCLAIMER OF IMPLIED WARRANTIES.  
(a)     QUARTERDECK warrants that, for ninety (90) days after you 
        obtain the Software (the "Warranty Period"), 
        
                (i)   the Software will operate as stated in the 
                      enclosed user documentation, and 
                (ii)  the disk or other media on which the Software 
                      is provided will be free of defects in material 
                      or workmanship.  This limited warranty does 
                      not cover anything caused by accident or abuse 
                      or by use of the Software other than for its 
                      reasonably intended purposes and as recommended 
                      in the accompanying user documentation.  Also, 
                      QUARTERDECK does not warrant that the operation 
                      of the Software will be uninterrupted or error 
                      free.  This warranty gives you specific legal 
                      rights, and you may also have other rights 
                      which vary from state to state.

(b)     EXCEPT AS STATED IN SECTION 2(A), QUARTERDECK DOES 
        NOT MAKE ANY WARRANTIES.  IN PARTICULAR, QUARTERDECK 
        DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE 
        IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR 
        A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  THE 
        DURATION OF ANY IMPLIED WARRANTY THAT IS NOT 
        EFFECTIVELY DISCLAIMED WILL BE LIMITED TO THE 
        WARRANTY PERIOD.  Some states do not allow limitations 
        on how long an implied warranty lasts, so the above 
        limitation may not apply to you.

3.      EXCLUSIVE REMEDIES.  
(a)     If, during the Warranty Period, you report any breach of 
        warranty to QUARTERDECK and QUARTERDECK is reasonably able 
        to verify that breach, QUARTERDECK or its agent will, at 
        its option, either 
        
                (i)   correct the Software or replace any 
                      defective media, 
                (ii)  help you work around or avoid the problem, or 
                (iii) allow you to return the Software, all 
                      accompanying documentation, and all other 
                      accompanying written materials in the original 
                      packaging for a full refund. 
                      
        If you return the Software for a refund, you may not retain 
        or use the Software, and you must immediately destroy all 
        back-up copies and any other copies of the Software in 
        your possession or control.

(b)     During the Warranty Period, you may report breaches of 
        warranty over the phone by calling 573.443.3282 or by 
        letter addressed to P.O. Box 1471, Columbia, MO 65205, 
        Attention: Customer Service.  You must describe the breach 
        in detail and include a phone number or address at which you 
        can be reached during normal business hours.  QUARTERDECK 
        will respond within a reasonable time to any reported breach.  
        You must pay all costs of shipping any Software or other 
        materials.  Any corrected or replaced software that you 
        obtain under this Agreement will be considered part of 
        the Software licensed under this Agreement and will be 
        covered by warranty only for any time remaining in the 
        original Warranty Period.

(c)     THE REMEDIES STATED IN THIS SECTION 3 ARE YOUR ONLY 
        RIGHTS OR REMEDIES, AND WILL BE QUARTERDECK'S ONLY 
        LIABILITY OR OBLIGATION, FOR ANY BREACH BY 
        QUARTERDECK OF ANY WARRANTY.

4.      PROPRIETARY RIGHTS.  
        Subject to this Agreement, QUARTERDECK and its licensors 
        retain all copyrights, trade secret rights, patents, 
        trademarks, and any other proprietary rights covering or 
        relating to the Software.  You acknowledge that the Software 
        includes or incorporates proprietary and confidential 
        information belonging to QUARTERDECK and/or its licensors.  
        All rights not expressly granted by QUARTERDECK in this 
        Agreement are reserved.

5.      EXCLUSION OF CONSEQUENTIAL DAMAGES; LIMITATION OF 
        LIABILITY.  NEITHER QUARTERDECK NOR ITS AFFILIATES 
        NOR ITS LICENSORS WILL BE LIABLE FOR ANY SPECIAL, 
        INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, 
        INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF 
        USE, LOST PROFITS OR LOSS OF DATA OR INFORMATION 
        OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH 
        THE SOFTWARE OR ITS USE OR THIS AGREEMENT, EVEN IF 
        QUARTERDECK OR ITS AFFILIATES OR ITS LICENSOR HAVE 
        BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
        IN NO EVENT WILL QUARTERDECK'S OR ITS AFFILIATES' 
        OR ITS LICENSORS' LIABILITY FOR ANY CLAIM RELATING 
        TO THE SOFTWARE OR ITS USE OR THIS AGREEMENT, 
        WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF 
        LIABILITY, EXCEED THE LICENSE FEE PAID BY YOU.  
        Some states do not allow the exclusion or limitation of 
        incidental or consequential damages, so the above limitation 
        or exclusion may not apply to you.

6.      CAUTIONS REGARDING DATA.  
        The Software may contain tools to be used in transmitting, 
        searching, and retrieving data in various forms as described 
        in the documentation.  You assume the entire responsibility 
        for determining the legality of any transmission or copying 
        you may engage in and for protecting yourself, your business, 
        family, and associates from any offensive or inaccurate data, 
        information, or material you may choose to receive or allow 
        to be transmitted to you.  Without limiting the foregoing, 
        if you access data from sources including, but not limited 
        to, bulletin boards, data services, or the Internet using 
        the services of CompuServe, your access is provided only on 
        an "as is" and "as available" basis.  Neither CompuServe nor 
        QUARTERDECK grant any warranty with respect to, or assume 
        any responsibility for any consequences whatsoever suffered 
        by any person as a result of, your access or use of the 
        Internet including, without limitation, access to or 
        resulting in false, incomplete or unreliable data, 
        sexually explicit or violent material, defamatory or 
        derogatory content, computer viruses, or corrupted data.  

7.      LIMITS ON YOUR RIGHT TO TRANSFER.  
        You may not sublicense, rent, lease, lend, sell, grant 
        a security interest in, or otherwise transfer the Software 
        or any rights under this Agreement, except that you may 
        transfer your copy of the Software if: 
        
                (i)   you transfer to the same person all copies of 
                      the Software and of any accompanying 
                      documentation in your possession or control, 
                (ii)  that person agrees in writing to assume all 
                      of your obligations under and otherwise to 
                      be bound by this Agreement, and 
                (iii) you notify QUARTERDECK at the address or phone 
                      number specified below of the transfer of the 
                      Software, including the name, address and 
                      phone number of the new owner of the Software 
                      and the serial number of the Software.
                      
        Your rights under this Section 7 only apply to incidental 
        transfers.  No right is granted to transfer or in any way 
        distribute multiple copies of the Software in connection 
        with a trade or business (whether as a value added reseller, 
        OEM, distributor, systems integrator, or otherwise).

8.      EXPORT.  
        You acknowledge that the Software is subject to 
        United States export control laws, including the export 
        administration regulations.  You will not export, re-export 
        or divert the Software in contravention of those laws.

9.      TERMINATION.   
        QUARTERDECK may terminate this Agreement if you violate it.  
        You must destroy all copies of the Software in your 
        possession or control promptly upon termination.  Upon 
        QUARTERDECK's request, you must certify in writing that you 
        have complied with your obligations under this Section 9 and 
        otherwise under this Agreement. Termination by QUARTERDECK 
        will not limit any of its other rights or remedies under 
        this Agreement or at law or in equity.  Any provision of 
        this Agreement that by its sense and context is intended 
        to survive termination of this Agreement will survive 
        termination.
 
10.     SEVERABILITY. 
        If any provision of this Agreement is illegal or 
        unenforceable under applicable law, the remaining 
        provisions of this Agreement will remain valid and fully 
        enforceable.  If any provision is in part enforceable and 
        in part unenforceable, it will be enforced to the extent 
        permitted under applicable law.
 
11.     U.S. GOVERNMENT RESTRICTED RIGHTS. 
        If this product is licensed by a DoD agency, such agency's 
        rights in this product are governed by the restrictions in 
        the Technical Data -- Commercial Items clause at 
        DFARS 252.227-7015 and DFARS 227.7202, or any successor 
        regulation.  If this product is licensed by any other agency 
        or instrumentality of the United States of America, use, 
        duplication and disclosure are subject to restriction as 
        set forth in subparagraphs (a) - (d) of the rights in 
        Technical Data and Computer Software clause at 
        FAR 52.227-19 or any successor regulation, or as set forth 
        in the particular department or agency regulations or rules 
        which provide QUARTERDECK or its licensors protection 
        equivalent to or greater than that clause. 

12.     GOVERNING LAW. 
        This Agreement is governed by California law.
 
13.     ENTIRE AGREEMENT.  
        This Agreement, together with any special rights or 
        promotions provided in writing with your copy of the 
        Software, is the entire agreement between you and 
        QUARTERDECK relating to the Software.  It supersedes any 
        prior or contemporaneous oral or written communication 
        relating to the Software.
 
Should you have any questions concerning this Agreement, or if you 
desire to contact Quarterdeck Corporation for any reason, please 
write: Quarterdeck Corporation, 13160 Mindanao Way, Marina del Rey, 
California  90292.  Alternatively, you may call Quarterdeck at 
(310) 309-3700, or fax Quarterdeck at (310) 309-4218.