		       SOFTWARE LICENSE AGREEMENT

          THIS LICENSE AGREEMENT (the "Agreement") is entered into by
and between Z-CODE CORPORATION (the "Licensor") and the person or
persons reading this document (the "Licensee") with regard to the
following:

          A.  Licensor owns a set of computer programs called "Z-MAIL"
which comprise an electronic mail package including application
programs, network license software, and related documentation
deliverable hereunder as more specifically identified in licensor's
invoicing to licensee (the "Software") for use on certain computer
hardware (the "Hardware") for the number of authorized users, both of
which are identified in an activation key provided by Licensor (the
"Password") and only for the Version of the Software identified by the
Password;

          B.  Licensee desires to install and use the Software in object
code form at the Site on the Hardware authorized under this Agreement
solely for the purposes described in the documentation and not for any
design, development or other competitive purposes; and,

          C.  The parties agree that all of the terms and conditions
applicable to the Software are set forth in this Agreement as follows:

          1.  Grant of License.  Licensor grants Licensee a
non-exclusive, non-transferable license to install and use the Software
on the Hardware for no more than the number of authorized users
permitted by the Password and to make up to three backup copies for
archival purposes only.  The Software is not, however, authorized for
use in any aviation, nuclear, or other risk sensitive applications.  As
a condition hereof, Licensee shall not remove any of Licensor's
copyright notices or other proprietary legends and Licensee shall not
reverse-engineer, decompile, disassemble, modify, translate, lease,
loan, resell, transfer, or otherwise distribute or disclose the
Software, in whole or in part, nor shall the Licensee attempt to decrypt
any Passwords that may enable the Software's functionality.  Use,
duplication, and disclosure by or on behalf of the U.S. Government is
subject to the restrictions set forth in subparagraph (c)(1)(ii) of the
Rights in Technical Data and Computer Software Clause of Section
252.227-7013 of the Federal Acquisition Regulations.

          2.  Reservation of Rights.  Ownership of the Software and
Documentation and all proprietary rights therein and in all
modifications, improvements, translations, and enhancements thereto and
copies thereof shall remain the sole and exclusive property of Licensor.
No title or right of ownership to the Software or any copies thereof is
transferred to Licensee by this Agreement or otherwise.

          3.  Delivery and Acceptance.  Licensor shall be deemed to have
delivered the Software immediately upon providing the Password to the
Licensee, and Licensee shall be deemed to have accepted the Software
immediately upon registering the Password to activate the Software,
unless, within ten (10) days thereafter, Licensee provides written
notice specifically setting forth why the Software is not acceptable and
returns the Software to Licensor.

          4.  Payment.  All license fees for the Software are due and
payable upon acceptance in accordance with licensor's invoicing for
same.

          5.  Limited Warranty.  For a period of thirty (30) days
following delivery, Licensor warrants that, if properly installed by
Licensee, the Software will operate in accordance with its
documentation.  LICENSOR HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

          6.  EXCLUSIVE REMEDIES.  IN THE EVENT OF ANY CLAIM OF BREACH
OF WARRANTY, LICENSOR MAY REPAIR OR REPLACE THE SOFTWARE OR, AT
LICENSOR'S SOLE OPTION, REFUND LICENSEE'S PURCHASE PRICE. THE FOREGOING
ARE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES HEREUNDER.

          7.  LIMITATION OF LIABILITY. IT IS AGREED THAT THE PRICING
ESTABLISHED HEREUNDER IS BASED ON THE FACT THAT THE LICENSOR SHALL NOT
BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL
OR OTHER DAMAGES EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF THE SAME; LICENSOR SHALL IN NO EVENT BE LIABLE FOR MORE
THAN THE AMOUNT RECEIVED FROM LICENSEE.

          8.  Indemnification.  In the event that Licensee installs or
uses the Software in any manner not authorized by this Agreement,
Licensee shall defend, indemnify and hold Licensor entirely harmless
from and against any claims, liabilities, damages, costs and expenses
(including attorney's fees and costs) arising from or in connection with
Licensee's acts or omissions.

          9.  Term and Termination.  The license granted hereunder shall
continue unless and until terminated by either party. Licensee may
terminate the license granted hereunder immediately upon deinstallation
and return of the Software to Licensor. Licensor may terminate the
license granted immediately hereunder if Licensee breaches any term or
condition of this Agreement and fails to cure the same within ten (10)
days of written notice by Licensor to Licensee.

          10.  Arbitration.  Except for claims for which injunctive
relief is sought, all disputes and disagreements between the parties
shall be resolved by binding arbitration before a neutral retired judge
appointed by the parties or by appointed by the Superior Court of San
Francisco or the United States District Court for the Northern District
of California upon the request of either party.  The decision of the
arbitrator shall be final and binding on both parties and may be entered
as a judgment in any court of competent jurisdiction.

          11.  Attorney's Fees.  The prevailing party in any litigation,
arbitration or other proceeding shall, in addition to all other
remedies, be entitled to recover reasonable attorney's fees and costs
incurred in the proceeding.

          12.  Governing Law.  This Agreement shall be governed and
interpreted under the laws of the State of California.  The venue for
any arbitration or other proceeding shall be in San Francisco,
California unless otherwise agreed by the parties in writing.

          13.  General.  If any part of this Agreement is declared
invalid or unenforceable, all other provisions shall remain in full
force.  No waiver of any breach or default hereunder shall be effective
unless in writing and signed by the other party.

          14.  Entire Agreement.  This Agreement constitutes the
complete and entire understanding and agreement of the parties with
respect to the subject matter hereof and this Agreement may only be
modified, supplemented or otherwise amended in writing signed by both
parties.  No representations have been made by either party to the other
except as expressly set forth in this Agreement.
