                         
                           TAYLORED SOFTWARE
                          
                               HELPMATE
                               
                              MAY 20, 1995
                              
             SHRINK-WRAP LICENSE AGREEMENT FOR HELPMATE
         

READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE 
INSTALLING THE PROGRAM (HELPMATE), THE COMPUTER SOFTWARE THEREIN,
AND THE ACCOMPANYING USER DOCUMENTATION (THE "PROGRAM"). THE PROGRAM IS 
COPYRIGHTED AND LICENSED (NOT SOLD). BY OPENING THE PACKAGE CONTAINING THE 
PROGRAM OR INSTALLING THE PROGRAM, YOU ARE ACCEPTING AND AGREEING TO THE
TERMS OF THIS LICENSE AGREEMENT.  THIS LICENSE AGREEMENT REPRESENTS THE
ENTIRE AGREEMENT CONCERNING THE PROGRAM BETWEEN YOU AND JONATHAN B. TAYLOR
of TAYLORED SOFTWARE.(HEREINAFTER REFERRED TO AS THE "LICENSOR"), AND IT
SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN
THE PARTIES.

	1. License Grant.   LICENSOR hereby grants to you, and you accept, a 
non-exclusive license to use the Program or Program Diskettes and the computer 
programs contained therein (collectively referred to as the "Software"), and 
the accompanying User Documentation, only as authorized in this License 
Agreement. The Software may be installed on no more than one computer at
one time by the licensee and may be executed on only one of such computer at
any moment in time. The computer must be owned, leased, or otherwise controlled
by you; or in the event of the inopperability of that computer, on a backup
computer selected by you. Neither concurrent use on two or more computers
nor use in a local area network or other network is permitted without separate
written authorization and the payment of additional site license fees. Further
more You agree that you will not assign, sublicense, transfer, pledge, lease,
rent, re-sell, or share your rights under this License Agreement.

        2. Upon loading the Software into your computer, you may retain the
Program Diskettes for backup purposes. In addition, you may make one copy of 
the Software on a second set of diskettes (or on cassette tape) for the 
purpose of backup in the event the Program Diskettes are damaged or destroyed. 
Any such copies of the Software shall include Licensor's copyright and other 
proprietary notices. Except as authorized under this paragraph, no copies of 
the Program or any portions thereof may be made by you or any person under 
your authority or control.  The only exception to the above is made in the 
event the shareware distribution version of the program containing all of
the files originally distributed by the licensee/author is made available
on a BBS or on-line service.

        3. Licensor's Rights.   You acknowledge and agree that the Software
is a proprietary product of LICENSOR protected under U.S. copyright law. You 
further acknowledge and agree that all right, title, and interest in and to 
the Program, including associated intellectual property rights, are and shall 
remain with LICENSOR. This License Agreement does not convey to you an interest 
in or to the Program, but only a limited right of use revocable in accordance 
with the terms of this License Agreement.

        4. License Fees.The license fees paid by you are paid in consideration
of the license granted under this License Agreement.

        5. Term.   This License Agreement is effective upon your opening of
this package or installing the software and shall continue until terminated. 
You may terminate this License Agreement at any time by deleting the Program 
from all systems where it is installed and destroying all copies thereof. 
LICENSOR may terminate this License Agreement upon the breach by you of any 
term hereof. Upon such termination by LICENSOR, you agree to return to 
LICENSOR the Program and all copies and portions thereof.

        6. Limited Warranty for REGISTERED COPIES.   The LICENSOR warrants,
for your benefit alone, for a period of 60 days from the date of commencement
of this License Agreement (referred to as the "Warranty Period") that the 
Program Diskettes in which the Software is contained are free from defects 
in material and workmanship. LICENSOR further warrants, for your benefit 
alone, that during the Warranty Period the Program shall operate generally 
and substantially in accordance with the functional specifications in the 
HELP files. If during the Warranty Period, a defect in the Program appears, 
you may return the Program to LICENSOR for either replacement or, if so 
elected by LICENSOR, refund of amounts paid by you under this License 
Agreement. You agree that the foregoing constitutes your sole and exclusive 
remedy for breach by LICENSOR of any warranties made under this Agreement. 
EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE PROGRAM, AND THE SOFTWARE 
CONTAINED THEREIN, ARE LICENSED "AS IS," AND LICENSOR DISCLAIMS ANY AND ALL 
OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, 
ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

        7. Limitation of Liability.   Licensor's cumulative liability to you
or any other party for any loss or damages resulting from any claims, demands, 
or actions arising out of or relating to this Agreement shall not exceed the 
license fee paid to LICENSOR for the use of the Program. In no event shall 
LICENSOR be liable for any indirect, incidental, consequential, special, or 
exemplary damages or lost profits, even if LICENSOR has been advised of the 
possibility of such damages. SOME STATES DO NOT ALLOW THE LIMITATION OR 
EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE 
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

        8. Governing Law.   This License Agreement shall be construed and
governed in accordance with the laws of the State of Texas.

        9. Costs of Litigation.   If any action is brought by either party to
this License Agreement against the other party regarding the subject matter 
hereof, the prevailing party shall be entitled to recover, in addition to any 
other relief granted, reasonable attorney fees and expenses of litigation.

       10. Severability.   Should any term of this License Agreement be
declared void or unenforceable by any court of competent jurisdiction, such 
declaration shall have no effect on the remaining terms hereof.

       11. No Waiver.   The failure of either party to enforce any rights
granted hereunder or to take action against the other party in the event of 
any breach hereunder shall not be deemed a waiver by that party as to 
subsequent enforcement of rights or subsequent actions in the event of 
future breaches.

       12.  Grant of license. TAYLORED SOFTWARE Grants you the right to use
only one copy of the software program, libraries, Databases and all utilities 
and furnished program files on a single computer at any one given time.

       13.  Copyrighted Material. The software program & libraries and
utilities are owned by TAYLORED SOFTWARE and are protected by United States
copyright laws and international treaty provisions. Therefore, you must
treat the software like any other copyrighted material.

        14. Other Restrictions. You may not reverse engineer, decompile,
disassemble, reassemble or modify in any way shape or form any one or all of
the TAYLORED SOFTWARE FILES UNDER PENALTY OF LAW.

        15. The HELPMATE Program along with WINDOWS will enable you to
generate program files that include in them ASCII, database, reference, and
program ZIP files for WINDOWS and other programing language  files, and other
associated files. This Software License Agreement grants you the right the
use of the HELPMATE software for developing your programs provided that
the programs that you are distributing are not in like form nor competitive
nor in competition with or a substitute for the TAYLORED SOFTWARE HELPMATE
program files as this is a copyrighted set of programs and materials.

        16. TAYLORED SOFTWARE makes no warranty of any kind with regard to
the merchantability, performances and fitness of the software for a particular
purpose. TAYLORED SOFTWARE shall not be liable for errors or for incidental
or consequential damages in connection with the furnishing, performance, or
use of the software. You shall remain solely responsible for, and fully hold
TAYLORED SOFTWARE harmless from all claims, liability and damages arising
from your own products which include any of the TAYLORED SOFTWARE.

If you have any questions with reference to the above, you may contact:

                              TAYLORED SOFTWARE
                              Jonathan B. Taylor
                              8504 Van Pelt Dr.
                              Dallas TX, 75228

                              Phone:(214)328-4276
                              between 8:00 AM & 5:00PM
                              Monday  though  Friday

 THE ABOVE CLAUSES ARE ALL THAT IS EXPRESSED AND IMPLIED AND BIND ALL PARTIES

    JONATHAN B TAYLOR
    DATED 8-20-95
