LICENSE AGREEMENT
FOR THE REALAUDIO ENCODER 

Installation of the RealAudio Encoder (hereinafter
"Encoder")  is contingent on your (hereinafter 
"Recipient") agreement to the following terms:

1. GRANT OF LICENSE.

Progressive Networks, (PN) grants to Recipient a
limited, non-exclusive, nontransferable, royalty-
free license to use one copy of the executable code of
the Encoder software on a single CPU residing on
Recipient's premises. All other rights are reserved
to PN. Recipient shall not rent, lease, sell,
sublicense, assign, or otherwise transfer the
Encoder, including any accompanying printed
materials. Recipient may not reverse engineer,
decompile or disassemble the Encoder except to
the extent that this restriction is expressly
prohibited by applicable law. Recipient may not
use the Encoder software to simultaneously
encode and transmit material on the Internet or 
on any other network.  Use of the Encoder for any
form of broadcast of a live event as it is occurring
is strictly prohibited.  PN and its suppliers shall
retain title and all ownership rights to the Encoder.

2. ENCODER  MAINTENANCE. 

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

3. DISCLAIMER OF WARRANTY.

Encoder  is deemed accepted by Recipient.
Because PN is providing Recipient the Encoder
for free, the Encoder is provided to Recipient 
AS IS, WITHOUT WARRANTY OF ANY KIND.
TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, PROGRESSIVE
NETWORKS FURTHER DISCLAIMS ALL
ARRANTIES,INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND
NONINFRINGEMENT. THE ENTIRE RISK
ARISING OUT OF THE USE OR
PERFORMANCE OF THE ENCODER AND
DOCUMENTATION REMAINS WITH
RECIPIENT. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL PROGRESSIVE NETWORKS
OR ITS SUPPLIERS BE LIABLE FOR ANY
CONSEQUENTIAL, INCIDENTAL, DIRECT,
INDIRECT, SPECIAL, PUNITIVE, OR OTHER
DAMAGES WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS
OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS
INFORMATION, OR OTHER PECUNIARY LOSS)
ARISING OUT OF THIS AGREEMENT OR THE
USE OF OR INABILITY TO USE THE ENCODER,
EVEN IF PROGRESSIVE NETWORKS
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
RECIPIENT.


4.  INDEMNIFICATION: 

Recipient represents and warrants that it will
encode, transmit and/or enable the "Selective
Record" feature only for those materials for which
it has obtained all necessary clearances and/or
permissions.  Licensee assumes the entire risk
resulting from its breach of this warranty, and
Recipient agrees to hold harmless, indemnify and
defend PN, its officers, directors and employees
from and against any losses, damages, fines
and expenses (including attorney's fees and costs)
arising out of or relating to any claims that the
Recipient has encoded, enabled "Selective Record"
and/or transmitted materials in violation of another
party's rights.  If Recipient is importing the Encoder
from the United States, Recipient shall indemnify
and hold PN harmless from and against any import
duties or other claims arising from the importation.



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

The Encoder is provided with RESTRICTED
RIGHTS. Use, duplication, or disclosure by the
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)(i) and (2) of
the Commercial Computer Software-Restricted
Rights at 48 CFR 52.227-19, as applicable.
Manufacturer is Progressive Networks, 1111
Third Avenue, Ste. 2900, Seattle, Washington.
Recipient acknowledges that none of the Software
or underlying information or technology may
be downloaded or otherwise exported or
re-exported (i) into (or to a national or resident of)
Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran,
Syria or any other country to which the U.S. has
embargoed goods; or (ii) to anyone  on the U.S.
Treasury Department's list of Specially Designated
Nationals or the U.S. Commerce  Department's
Table of Denial Orders.  By using the Software, you
are agreeing to the foregoing and you are
representing and warranting that you are not
located in, under the control of, or a national or
resident  or resident of any such country or on any
such list.


6. GOVERNING LAW; ATTORNEYS FEES. 

This Agreement shall be governed by the laws of
the State of Washington and Recipient further
consents to jurisdiction by the state and federal
courts sitting in the State of Washington. If either
PN 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.

7. ENTIRE AGREEMENT. 

This Agreement constitutes the complete and
exclusive agreement between PN 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 PN and Recipient.