LICENSE AGREEMENT FOR VOLANOCHAT SERVER AND VOLANOCHAT CLIENT

Please read the following Agreement carefully.

Installation of VolanoChat Server and VolanoChat Client Software Program
(hereinafter "Product") is contingent on your (hereinafter "Recipient")
agreement to the following terms:

1. GRANT OF LICENSE.

(a) Volano grants to Recipient a limited, non-exclusive, nontransferable
license to use one copy of the executable code of the VolanoChat Server
software on a single computer residing on Recipient's premises or on a
computer managed by an assigned Internet Service Provider.

(b) Volano grants to Recipient a limited, non-exclusive, nontransferable
license to distribute an unlimited number of VolanoChat Clients through
World Wide Web pages that include the VolanoChat Client applet. All
other rights are reserved to Volano.

(c) Recipient shall not rent, lease, sell, sublicense, assign, or
otherwise transfer Product, including any accompanying documentation or
printed materials. Recipient may not reverse engineer, decompile or
disassemble the Product. Volano and its suppliers shall retain title and
all ownership rights to the Product.

2. PRODUCT MAINTENANCE.

Volano is not obligated to provide maintenance or updates to Recipient
for the Product. However, any maintenance or updates provided by Volano
shall be covered by this Agreement.

3. DISCLAIMER OF WARRANTY.

THIS SOFTWARE IS SOLD "AS IS" AND WITHOUT WARRANTIES AS TO PERFORMANCE
OR MERCHANTABILITY. THE SELLER'S SALESPERSONS MAY HAVE MADE STATEMENTS
ABOUT THIS SOFTWARE. ANY SUCH STATEMENTS DO NOT CONSTITUTE WARRANTIES
AND SHALL NOT BE RELIED ON BY THE BUYER IN DECIDING WHETHER TO PURCHASE
THIS PROGRAM.

THIS PROGRAM IS SOLD WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES
WHATSOEVER. BECAUSE OF THE DIVERSITY OF CONDITIONS AND HARDWARE UNDER
WHICH THIS PROGRAM MAY BE USED, NO WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE IS OFFERED. THE USER IS ADVISED TO TEST THE PROGRAM THOROUGHLY
BEFORE RELYING ON IT. THE USER MUST ASSUME THE ENTIRE RISK OF USING THE
PROGRAM. ANY LIABILITY OF SELLER OR MANUFACTURER WILL BE LIMITED
EXCLUSIVELY TO PRODUCT REPLACEMENT OR REFUND OF THE PURCHASE PRICE.

4. U.S. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS.

VolanoChat Server is provided with RESTRICTED RIGHTS. Use, duplication,
or disclosure by the U.S. Government is subject to restrictions as set
forth in subparagraph (c) (1) (ii) of The Rights in Technical Data and
Computer Software clause of DFARS 252.227-7013 or subparagraphs (c) (1)
and (2) of FAR 52.227-19, Commercial Computer Software - Restricted
Rights (June 1987), or FAR 52.227-14, Rights in General Data Alternative
III (June 1987), as applicable. Manufacturer is Volano, 1600 Villa
Street, Suite 149, Mountain View, CA 94041-1169. Recipient acknowledges
that VolanoChat Server licensed hereunder is subject to the export
control laws and regulations of the U.S.A., and any amendments thereof.
Recipient confirms that with respect to VolanoChat Server, it will not
export or re-export it, directly or indirectly, either to (i) any
countries that are subject to U.S.A. export restrictions (currently
including, but not necessarily limited to, Cuba, the Federal Republic of
Yugoslavia (Serbia and Montenegro), Haiti, Iran, Iraq, Libya, North
Korea, South Africa (military and police entities), and Syria); (ii) any
end user who Recipient knows or has reason to know will utilize them in
the design, development or production of nuclear, chemical or biological
weapons; or (iii) any end user who has been prohibited from
participating in the U.S.A. transactions by any federal agency of the
U.S.A. government. Recipient further acknowledges that VolanoChat Server
may include technical data subject to export and re-export restrictions
imposed by U.S.A. law.

5. GOVERNING LAW; ATTORNEYS FEES.

This Agreement shall be governed by the laws of the State of California
and Recipient further consents to jurisdiction by the state and federal
courts sitting in the State of California. If either Volano or Recipient
employs attorneys to enforce any rights arising out of or relating to
this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees.

6. ENTIRE AGREEMENT.

This Agreement constitutes the complete and exclusive agreement between
Volano and Recipient with respect to the subject matter hereof, and
supersedes all prior oral or written understandings, communications or
agreements not specifically incorporated herein. This Agreement may not
be modified except in a writing duly signed by an authorized
representative of Volano and Recipient.
