Visual Advantage, Inc.
			Site-License Agreement

     If you wish to use this software on more than one computer, a site
license is required.  A site license allows you to copy and use this
software within your organization on as many computers as contracted for.
An unlimited site license allows unlimited copying of the software for
internal use only.  This is copyrighted software and any distribution or
reselling of the software to third parties is prohibited.
     Visual Advantage, Inc. grants ____________________________ a site
license for the use of the following software program(s): ______________.
     This is a perpetual license for the use of this software within
your organization, and is not transferable.  This site license allows
internal use and copying of the software for use by/on _______ 
user/computers.
     This license is distinct from shareware use.  It does not authorize
the continued use of shareware.  If, in addition to the software used
under this license, shareware is in use, that shareware must be registered
with Visual Advantage, Inc.
     Visual Advantage, Inc. will provide technical support for one year
from the date of this agreement to one person, designated as the key 
contact within your company or organization.
     Visual Advantage, Inc. warrants that it is the sole owner of the
software and has full power and authority to grant the site license 
without the consent of any other party.

     VISUAL ADVANTAGE, INC. DISCLAIMS ALL WARRANTIES RELATING TO THIS SOFTWARE, 
WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED 
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, 
AND ALL SUCH WARRANTIES ARE EXPRESSLY AND SPECIFICALLY DISCLAIMED. 
NEITHER VISUAL ADVANTAGE, INC. NOR ANYONE ELSE WHO HAS BEEN INVOLVED 
IN THE CREATION, PRODUCTION, OR DELIVERY OF THIS SOFTWARE SHALL BE LIABLE 
FOR ANY INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF THE 
USE OR INABILITY TO USE SUCH SOFTWARE EVEN IF VISUAL ADVANTAGE, INC. HAS 
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. IN NO EVENT SHALL 
VISUAL ADVANTAGE, INC.'S LIABILITY FOR ANY DAMAGES EVER EXCEED THE PRICE 
PAID FOR THE LICENSE TO USE THE SOFTWARE, REGARDLESS OF THE FORM OF CLAIM. 
THE PERSON USING THE SOFTWARE BEARS ALL RISK AS TO THE QUALITY AND 
PERFORMANCE OF THE SOFTWARE.

     Some states do not allow the exclusion of the limit of liability for 
consequential or incidental damages, so the above limitation may not 
apply to you.

     This agreement shall be governed by the laws of the State of Kentucky 
and shall inure to the benefit of Visual Advantage, Inc. and any 
successors, administrators, heirs and assigns. Any action or proceeding 
brought by either party against the other arising out of or related to 
this agreement shall be brought only in a STATE or FEDERAL COURT of 
competent jurisdiction located in Jefferson County, Kentucky. The parties 
hereby consent to in personam jurisdiction of said courts.

Company _______________________________________________________________

Address _______________________________________________________________

City    _______________     State/Prov ____________  Zip __________

________________________          ________________________       
Authorized Signature              Authorized Signature (Visual Advantage)

________________________	  ________________________ 
Print or Type Name                Print or Type Name

________________________          ________________________
Title                             Title

________________________          ________________________ 
Date                              Date