         SOFTWARE LICENSE AGREEMENT


NOTE : If you have received this software as an upgrade, this does not
imply that you have been granted an additional license of the software.

1.   License.      Bluesky Innovations grants to the Licensee purchasing this 
package a non-exclusive, nontransferable license to use the Power Boot 
software ("Software") and its documentation for use under the terms and 
conditions of this License. The Licensee owns the diskette(s) on which the 
Software is recorded, but Bluesky Innovations retains title to the Software
and accompanying documentation. This License provides for the use of the 
Software by a Single User and all Users for which add-on licenses have been 
purchased. "User" means an individual, or current employees of the Licensee, 
if Licensee is a corporation or other business or commercial entity or 
government agency which has purchased add-on Licenses. For qualifying 
educational institutions, "User" means registered students or faculty and
staff employed by Licensee. A "Site" means (a) a single corporation, business, 
or commercial entity, (b) a government agency, or (c) a single campus of an 
educational institution. The "Site Address" designated by Licensee for the 
"Site License No." listed on the Order Form is the address of the Site. 
Licensee shall promptly notify Bluesky Innovations if there is a change of 
Site Address.
 
2.    Restrictions.  This License allows the Licensee to exercise the 
rights granted herein and must be retained by Licensee. Licensee may not 
rent, lease or otherwise transfer any part of the Software or its 
accompanying documentation. Licensee may make a limited number of copies 
of the Software specified by the number of licensed Users as well as a 
reasonable number of back-up copies. The Software contains Bluesky Innovations'
copyrighted material, trade secrets and other proprietary material. 
Licensee must reproduce Bluesky Innovations' copyright notice and any other 
proprietary notices found on the original Software on all copies of the 
Software. Licensee shall not, without prior written permission from Bluesky 
Innovations, nor permit anyone else, to decompile, reverse engineer, 
disassemble or otherwise reduce the Software to a human perceivable form, or 
to rent, lease, modify, network, distribute, loan, or create derivative works 
based upon the Software or its documentation in whole or in part. Any and all 
information obtained during such unlawful reverse engineering and/or 
decompiling activities, including but not limited to, the organization, 
logic, algorithms and processes of the Software, shall be deemed to be 
confidential and proprietary information of Bluesky Innovations. Licensee 
shall not make copies of any documentation accompanying the Software without 
prior written permission of Bluesky Innovations.

3. Disclaimer of Warranty. Licensee acknowledges and agrees that the use 
of the Software and all accompanying documentation is at Licensee's sole 
risk. The Software and documentation are provided "AS IS" and without 
warranty of any kind. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE 
LAWS, THE STATED WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN 
OR ORAL, STATUTORY, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION 
THERETO, THE WARRANTY OF MERCHANTABILITY, THE WARRANTY OF FITNESS FOR A 
PARTICULAR PURPOSE,  AND NONINFRINGEMENT. BLUESKY INNOVATIONS DOES NOT WARRANT 
THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS,
OR THAT THE OPERATION OF THE SOFTWARE WILL BE FREE OF ERRORS. BLUESKY 
INNOVATIONS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES 
OF ANY NATURE OR FOR ANY REASON, OR FOR COMMERCIAL LOSSES OF ANY CAUSE, WHETHER
OR NOT BLUESKY INNOVATIONS HAS RECEIVED NOTICE OF THE POSSIBILITY OR CERTAINTY 
OF SUCH DAMAGES OR LOSSES. CONSEQUENTIAL DAMAGES INCLUDE ANY LOSS OF 
INFORMATION, DAMAGE TO COMPUTER OR MONITOR, LOSS OF PROFITS, BUSINESS 
INTERRUPTIONS AND ANY OTHER MONETARY LOSS.

4. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER 
APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL BLUESKY
INNOVATIONS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES 
(INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS 
OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY 
TO USE THE SOFTWARE OR ITS DOCUMENTATION, EVEN IF BLUESKY INNOVATIONS OR HIS 
AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
In no event shall BLUESKY INNOVATIONS' total liability to Licensee for all 
damages, losses, and causes of action (whether in contract, tort, including 
negligence, or otherwise) exceed the amount paid by Licensee for the Software 
and its documentation.

5. No Waiver or Assignment. This License may not be assigned, sublicensed 
or otherwise transferred by the Licensee, by operation of law or 
otherwise, without Bluesky Innovations' prior written consent.

6. U.S. Government Restricted Rights: The Software and its documentation 
are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by 
the Government is subject to restriction as set forth in subparagraph 
(c)(1)(ii) of the Rights in Technical Data and Computer Software clause at 
DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial 
Computer Software - Restricted Rights at 48 CFR 52.227-19, as  applicable. 
Contractor/manufacturer is Bluesky Innovations, 2530 Berryessa Road Ste321, 
San Jose, CA 95132, USA.

7. Termination. This agreement may be terminated immediately by either 
party in the event of default by the other party. If this Agreement is 
terminated, Licensee will immediately discontinue use of the Software and 
shall return all copies of the Software and its documentation to Bluesky 
Innovations within fourteen (14) days. Licensee may also terminate this 
Agreement at any time by destroying all copies of the Software and its 
documentation. Licensee's obligations to pay the agreed upon charges and 
fees will survive the termination of this Agreement.

8. General. This Agreement represents the only statement of the terms 
relative to this license between the parties and supersedes any previous 
agreements or representations. This Agreement may only be amended in 
writing, and must be executed by both parties. BLUESKY INNOVATIONS IS NOT 
BOUND BY ANY PROVISION OF ANY PURCHASE ORDER, RECEIPT, ACCEPTANCE, 
CONFIRMATION, CORRESPONDENCE, OR OTHERWISE UNLESS BLUESKY INNOVATIONS 
SPECIFICALLY AGREES TO THE PROVISION IN WRITING. If any section of this 
Agreement is held to be unenforceable for any reason, the section shall be 
reformed only to the extent necessary to make it enforceable. This Agreement 
shall be governed by United States and California law.

