

      SIMULATION SOFT EXPERT'S PLAIN ENGLISH SHAREWARE LICENSE AGREEMENT


     (This file is formatted at 58 lines per page, and can be printed by
     copying it to the printer with the command COPY LICENSE.TXT PRN).


     (1) Introduction.  This agreement explains when and how you may use
     both shareware and registered copies of software products from 
     Simulation Soft Expert.  In this agreement:

       *  "Program" means the Simulation Soft Expert products(s) you have
          purchased or obtained for evaluation, including both the software
          and the associated documentation and other materials;

       *  "Shareware Copy" means a copy of the Program distributed by us or
          by our authorized agents for evaluation purposes and which is
          described as a shareware copy in the Program's sign-on messages;

       *  "Registered Copy" means a copy of the Program purchased from us
          or from a dealer, and which is not described as a shareware copy
          in the Program's sign-on messages;

       *  "we" or "us" means Simulation Soft Expert Inc., a corporation based
          in Saint-Laurent, Quebec, CANADA; and

       *  "you" means the end user of the Program.

     (2) Legal Agreement.  This is a legal agreement which allows you, the
     end user, to use the Program under certain terms and conditions.  If
     you cannot agree to abide by what this agreement says you should not
     use or evaluate the Program.

     (3) Copyright.  The Program is copyrighted under CANADIAN law, US law 
     and international treaty provisions.  You agree that your use of the
     Program is subject to these laws, which prohibit unauthorized copying
     or duplication of the Program software, documentation, and other
     materials.

     (4) Evaluation Period.  You may use a Shareware Copy of the Program
     for an evaluation period of up to 30 days.  The purpose of this
     evaluation period is to allow you to determine whether the program
     meets your needs before purchasing it.  Once the evaluation period has
     ended, you agree to either purchase a Registered Copy of the Program,
     or to stop using it.  If you have ordered a Registered Copy of the
     Program from us or from a dealer, you may continue to use your
     Shareware Copy beyond the end of the 30-day evaluation period until
     your Registered Copy arrives.

     (5) Use of the Program.  While you are evaluating the Program, you may
     use it on as many computers as are required to perform your
     evaluation.  Your 30-day evaluation period begins when you first


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     install the Program on one or more computers for evaluation purposes.
     Once the evaluation period is over and you purchase the program, your
     use is subject to the following restrictions:

       Individual Copies:  You agree not to install and use an individual
       Registered Copy of the Program on more than one computer at a time.
       However, we agree to an exception to this rule if you meet the
       conditions described in the rest of this paragraph.  You may
       install your individual copy simultaneously on one computer at
       work, one computer at home, and one portable computer, if all these
       computers are used primarily by the same individual, and there is
       NO POSSIBILITY that the computers will be in use at the same time
       except while you are actively transferring files between them.  If
       the Program was purchased by your employer you agree to get your
       employer's explicit permission before installing the Program on
       multiple systems as described in this paragraph.

       Multi-System Licenses and Network Use.  You agree to purchase
       multiple individual copies or a multi-system license before using
       the Program simultaneously on more than one computer.  When you
       purchase a multi-system license you agree not to use the Program on
       more computers than the number included in your license, as shown
       on your invoice, the program sign-on screen, or other documents
       from us. You may install the Program on computers attached to a
       network, or remove it from one computer and install it on a
       different one, provided there is NO POSSIBILITY that your copy will
       be installed or used on more computers than it is licensed for.  If
       you have a network, you don't need to include every computer
       attached to the network in your license, but you must include every
       computer on which the Program is installed or used, regardless of
       whether the user of the computer happens to know that the Program
       is in use on their system.  If you have single computers which
       allow multiple users to use the Program simultaneously, you must
       count each keyboard or terminal separately when determining how
       many computers are using the Program.

     (6) Making and Distributing Shareware Copies of the Program.  You may
     make copies of your Shareware Copy of the Program to give to others,
     as long as you include all of the files that you originally received
     with your Shareware Copy, as listed in the FILES.TXT file included
     with your Shareware Copy.  When you give a Shareware Copy of the
     Program to another person, you agree to inform them that their copy is
     to be used for a time limited evaluation period, and that they must
     purchase a Registered Copy if they continue to use the Program once
     the evaluation period has ended.  You agree not to sell Shareware
     Copies of the Program or distribute them to others for any kind of
     compensation or fee unless you are a shareware disk vendor approved by
     the US-based Association of Shareware Professionals, are a non-profit
     User Group, or have received written permission from us; and your
     permission to distribute the Program has not been revoked by us; and
     you charge a fee of US $5 or less per copy (excluding shipping
     costs).  You also agree not to sell printed copies of any


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     documentation for the Program under any circumstances.

     (7) Copying Registered Copies of the Program.  When you receive a
     Registered Copy of the Program you may make copies of the Program
     software which are necessary for normal backup purposes.  However you
     agree not to make any copies of the printed manual(s) which come with
     the Program without explicit written permission from us.  You also
     agree not to give your Registered Copy of the Program to others for
     any purpose.  This means that you may not sell or give away copies of
     a Registered Copy of the Program or any part of it in any way,
     including bundling or re-selling the Program with your own software,
     or placing such a copy of the Program in any disk library or on any
     bulletin board or electronic service.

     (8) Operation of the Program.  Simulation Soft Expert's products are 
     powerful programs.  While we have attempted to build in reasonable 
     safeguards, if you do not use them properly you may destroy files or 
     cause other damage to your computer software and data.  You assume 
     full responsibility for the selection and use of the Program to achieve
     your intended results.

     (9) LIMITED WARRANTY:  The following limited warranty applies to
     Registered Copies of the Program.  It is included here so you
     understand what your warranty will be when you purchase a Registered
     Copy.  This warranty does NOT apply to Shareware Copies of the
     Program.

       Physical Defects.  We pledge that the disks and manuals we send you
       will arrive free of physical defects which interfere with normal
       use. If you find such a defect and report it to us within 90 days
       after you purchase the Program, we agree to replace the defective
       item(s) at no charge to you as long as the defect was not caused by
       misuse or abuse.

       Bugs and Program Errors.  We don't promise that the Program will be
       free of bugs or program errors, and you agree that bugs or program
       errors will not be considered "physical defects" in the program.
       We agree that if you report a program error or bug to us, we will
       use our best efforts to correct it.  We also agree that if we can
       verify and correct the error you report, and we then issue a
       maintenance release for the Program which includes the correction,
       we will send you a copy of that maintenance release at no charge if
       you request it.  However we will only do this for maintenance
       releases, not for new major releases or other new versions of the
       Program.



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     (10) DISCLAIMERS AND LIMITATIONS.  And now the legal language we
     couldn't avoid:

     LIMITED WARRANTY

     THIS PROGRAM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY
     KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
     WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.   
     THE ENTIRE RISK AS TO QUALITY AND PERFORMANCE OF THESE PROGRAMS IS WITH YOU.
     SHOULD THE PROGRAM PROVE DEFECTIVE, YOU (NOT SIMULATION SOFT EXPERT INC.) 
     ASSUME THE ENTIRE COST OF ALL NECESSARY REPAIR, SERVICING, OR CORRECTION.
     IN NO EVENT WILL SIMULATION SOFT EXPERT INC. BE LIABLE TO YOU FOR ANY 
     DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR 
     CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THESE 
     PROGRAMS, EVEN IF SIMULATION SOFT EXPERT INC. HAS BEEN ADVISED OF THE 
     POSSIBILITY OF SUCH DAMAGES.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, 
     AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.   
     SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR EXCLUSION OF 
     LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE MAY NOT APPLY 
     TO YOU.  YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, 
     AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT 
     IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, WHICH
     SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY
     OTHER COMMUNICATIONS BETWEEN US.

     This agreement shall be governed by the laws of the PROVINCE OF QUEBEC and 
     shall inure to the benefit of SIMULATION SOFT EXPERT 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 PROVINCIAL or FEDERAL COURT of competent jurisdiction located 
     in THE REGION OF MONTREAL, QUEBEC, CANADA. The parties hereby consent to in 
     personam jurisdiction of said courts.

     You may not reverse-engineer, disassemble, modify, decompile or create
     derivative works of the product.  You acknowledge that the product
     includes certain trade secrets and confidential information, all of
     which are the copyrighted intellectual property of SIMULATION SOFT EXPERT, Inc.

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     Simulation Soft Expert License Agreement                        page 4
