CoolMenu(tm) version 1.2 and Revisals
Copyright © 1999 Integrated Systems Design Limited.
All Rights Reserved
*** LICENCE AGREEMENT ***


You should carefully read the following terms and conditions before
using this software.  

This licence applies to the Registered and Evaluation versions of
CoolMenu(tm).  If you are using the Software during the Evaluation 
Period see the section titled "Evaluation Licence" below which will 
apply in addition to the conditions in the Section headed 'General'. 
If following the Evaluation Period you opt to pay the Registration fee, 
the terms of the 'General' section of this licence shall govern the 
use of the Registered version of CoolMenu(tm). 

General

1.  Definitions

    "Software" means the CoolMenu(tm) software. Any modifications to 
    the Software whether carried out by the Licencee or by the Licensor 
    will be the copyright of the Licensor and will form part of the
    Software and be subject to these terms and conditions.

    "Licensor" means Integrated Systems Design Limited, Drumlin,
    Dallerie, Crieff, UK, PH7 4JH or assignees.

    "Licencee" means the individual registering for a licence to use the 
    CoolMenu(tm) Software or using the Software during the 30 day 
    evaluation period provided for in clause 12. Where that individual 
    is in the course of his or her employment registering for a licence
    to use the Software the Licencee shall be that person's employer.

    "Registration fee" means the applicable registration fee for the 
    number of licenses being purchased as detailed in the CoolMenu(tm) 
    web site (www.coolmenu.com). 

2.  Grant

    This Licence Agreement is founded upon the agreement of the parties
    that:

    (a) The Software supplied by the Licensor is not sold, but the
        Licensor grants the Licencee a non-exclusive, non-transferable 
        licence to use the Software, including, where appropriate, 
        Third Party Software, in accordance with these terms and 
        conditions.  TITLE TO THE SOFTWARE DOES NOT PASS TO THE LICENCEE 
        IN ANY CIRCUMSTANCES;

    (b) The Licencee acknowledges that it is licenced to use the Software 
        only in accordance with the express terms of this Agreement;

    (c) The programs comprising the Software will be supplied in executable
        form, together with one copy of any related documentation, if any.

3.  Duration

    (a) This licence commences on the date of delivery of the Software and
        will last indefinitely, subject to the termination provisions 
        relating to the use of the Software during the evaluation period
        (if any) and other termination provisions in this Agreement;

    (b) The licence to use the Software in terms of Clause 2 will
        automatically be deemed to be revoked in the event of the Licencee 
        breaching the terms of this Licence in which circumstance the 
        Licencee shall be obliged to delete the Software in its entirety 
        and will have no right to use the Software thereafter. 

4.  Delivery, Installation and Acceptance

    (a) Delivery of the Software will be made to the Licencee by the
        Licencee downloading the Software from the CoolMenu(tm) Web Site. 

    (b) The responsibility for installation will rest with the Licencee.

    (c) The following provision shall apply following payment of the 
        registration fee only. After receipt of the registration code
        which will be sent to the Licencee following payment of the 
        registration fee, the Licencee will, within 30 days, run such 
        tests as it considers necessary to ensure that the Software is 
        installed and functioning correctly.  On expiry of the said period
        of 30 days the Software will be deemed to have been accepted by 
        the Licencee. In the event of the Software not being installed 
        correctly or not functioning correctly the Licencee's sole remedy 
        is, within the said period of 30 days from the date of receipt
        of the registration code, to delete the Software and intimate 
        that fact by fax to (+44) (0)1764 656525 or by post to 
        Integrated Systems Design Limited,Drumlin, Dallerie Crieff, UK, 
        PH7 4JH. In that event the registration fee will be refunded to 
        the Licencee by card refund or by cheque where payment has been 
        made by means other than credit or debit card by post to the
        address provided by the Licencee at the time of registration. 

5.  Licence To Use The Software

    (a) The Licencee is licenced to use the Software only for its own
        internal business or personal purposes at the Licencee's business
        premises or home and at the address provided at the time of 
        registration and not for any form of commercial exploitation other 
        than would ordinarily be made in the course of the Licencee's 
        business;

    (b) The Licencee will not copy or permit the Software to be copied,
        except for reasonable security and backup purposes, except that 
        the Licencee may make exact copies of the evaluation version of 
        the Software for distribution in its unmodified form via 
        electronic means to others provided that (i) no charge is made 
        and no donations are requested for any such copies, (ii) the 
        Software is not distributed with other products (commercial or 
        otherwise), and (iii) that such copies are distributed specifically
        on the basis that the recipient is bound by the terms of this 
        entire licence agreement, including the provisions relating to the 
        use of the evaluation version during the evaluation period.

    (c) This is a 'per seat' licence. A separate registration fee requires
        to be paid in advance to the Licensor in respect of the number of
        workstations forming part of the Licensee's computer system or 
        stand alone computers and upon which the Software is installed. 

        The Licencee may allow use of the Software by employees through a 
        computer network forming part of the computer system but in such 
        event a separate registration fee requires to be paid in advance
        to the Licensor in respect of the number of terminals forming part
        of the Licensee's computer system having networked access to 
        the Software. 

        The Licencee may use the Software temporarily on an alternative 
        computer system or on alternative stand alone computers for the 
        purposes of disaster recovery, and not more than twice a year, 
        for the purposes of testing disaster recovery procedures;

    (d) Subject to the provisions of clause 5 (b) the Licencee warrants
        that the Software and all copies will remain under its control 
        and that it will take all reasonable precautions to safeguard 
        the Software against unauthorised use;

    (e) If the Licencee sells or disposes of its computer system, it will
        ensure that all copies of the Software have previously been deleted;


6.  Title and Copyright

    (a) No title or rights of ownership, copyright or any other intellectual 
        property in the Software is or will be transferred to the Licencee.

    (b) The Licencee understands that the Software contains proprietary 
        information and agrees that except in accordance with an express
        written authority signed by an authorised signatory of the Licensor,
        it will not provide or otherwise make any of the Software available 
        for any reason to any other person, firm, company or organisation 
        whether for facilities management purposes or otherwise.

    (c) Copyright subsists in the Software (whether printed or stored 
        magnetically) and the Licencee will not delete any proprietary marks
        on the Software.

    (d) The Licencee will ensure that all of its relevant employees are 
        advised that the Software constitutes confidential information and
        that all intellectual property rights in it are the property of the
        Licensor, and the Licencee will ensure that its employees comply 
        with all of the terms and conditions of this Agreement.

    (e) The Licencee agrees to indemnify the Licensor in respect of any
        losses or expenses incurred by the Licensor as a result of the 
        unauthorised use of the Software by any third party, whether through
        misuse of the Software by the Licencee or through any other breach 
        by the Licencee of this Agreement or through the negligence of the 
        Licencee or through any other cause.

7.  Licencee Undertakings

    The Licencee undertakes:

        (a) To satisfy itself that the Software is properly
            installed and functioning in terms of Clause 4 which failing to
            delete the Software;

        (b) To ensure that the operating system and compiler and any other 
            software with which the Software will be used is either the
            property of the Licencee or is legally licenced to the Licencee
            for use with the Software.  The Licencee will indemnify the 
            Licensor in respect of any claims by third parties and all 
            related costs, expenses or damages in the event of any alleged 
            violation of third party proprietary rights which results in any 
            claims against the Licensor.

        (c) If the Licencee intends to attempt the decompilation
            of any of the Software for error correction or any other purpose
            in the exercise of derived statutory rights, the Licencee will 
            first give reasonable notice to the Licensor of its intention.

8.  Licensor's Warranty

    (a) The Software is sold 'as is' and without warranties as to 
        satisfactory quality or fitness for a particular purpose. The
        Licensor's sole obligation will be to refund the registration 
        fee on intimation of the deletion of the Software all as provided 
        for in Clause 4 (c) hereof and specifically will not be required to 
        remedy any inoperability of the Software howsoever caused. The 
        Licensor's obligation to refund the registration fee in terms of this 
        part of this clause will only arise where the Licensor has been 
        notified of the incorrect installation or incorrect functioning as 
        detailed, and within the period provided for, in Clause 4 (c).

    (b) THE ABOVE CONSTITUTES THE ONLY WARRANTY PROVIDED BY THE
        LICENSOR IN RESPECT OF THE SOFTWARE.  THE OBLIGATIONS 
        AND LIABILITIES OF THE LICENSOR IN THIS AGREEMENT ARE 
        IN PLACE OF, AND THE LICENCEE ACCORDINGLY WAIVES, ALL 
        IMPLIED GUARANTEES AND WARRANTIES, INCLUDING WITHOUT 
        LIMITATION, ANY WARRANTY OF SATISFACTORY QUALITY  OR 
        FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT ANY 
        PURPOSE HAS BEEN NOTIFIED TO THE LICENSOR. 
        Good data processing procedure dictates that any 
        software be thoroughly tested with non-critical data before relying 
        on it. The user must assume the entire risk of using the software. 
        Without prejudice to the foregoing generality the Licensor will not 
        be liable under any circumstances for any loss of profits, business 
        interruption, loss of business reputation or any other pecuniary loss 
        whatsoever.

    (c) The Licencee acknowledges that:

        (i)    The Software has not been produced to meet individual 
               Licencee specifications;

        (ii)   The Software cannot be tested in advance in every possible 
               operating combination and environment;

        (iii)  It is not possible to produce Software known to be error-free
               in all circumstances.

    (d) The Licencee is expressly prohibited from attempting any error correction 
        or modification of the Software.

9.  Modifications

    The Licensor reserves the right to make improvements, substitutions,
    modifications or enhancements to any part of the Software provided that the
    functionality and performance of the Software will not as a result be
    materially affected to the Licencee's detriment.

10. Invalidity and severability

    If any provision of this agreement shall be found by any
    court or administrative body of competent jurisdiction to be invalid or
    unenforceable the invalidity or unenforceability of such provision shall not
    affect the other provisions of this agreement and all provisions not
    affected by such invalidity or unenforceability shall remain in full force
    and effect. The parties hereby agree to attempt to substitute for any
    invalid or unenforceable provision a valid or enforceable provision which
    achieves to the greatest extent possible the economic legal and commercial
    objectives of the invalid or unenforceable provision.

11. Governing Law

    This licence agreement shall be construed in accordance with
    and governed by the law of Scotland and the parties agree to the
    jurisdiction of the Scottish Courts.

Evaluation Licence

The following additional provisions shall apply where the option to use the
Software for an evaluation period of 30 days has been chosen. 

12. This is not free software.  Subject to the terms below, the Licencee
    is hereby licenced to use this software for evaluation purposes without
    charge for a period of 30 days following the date of downloading (the
    evaluation period) to the Licencee's computer system.  If the Licencee uses
    this software after the evaluation period the registration fee is required
    to be paid.  Payments must be in UK pounds Sterling, drawn on a UK bank, 
    and should be sent to Integrated Systems Design Limited, Drumlin, Dallerie,
    Crieff, UK PH7 4JH.  Credit card ordering and quantity discounts are
    available, as described on the CoolMenu web site.  When payment is received
    the Licencee will be sent a registration code enabling the Software to 
    continue functioning beyond the evaluation period.

13. Unregistered use of CoolMenu(tm) after the 30-day evaluation period
    is in violation of U.K. and international copyright laws.

14. Use of the Software during the evaluation period is also governed by
    the terms of clauses 1 to 11 above inclusive subject to the modifications
    that the Licensors obligation in terms of the refund of the registration
    fee in Clause 8 (a) will not apply and the Licensor will not be required
    to remedy any inoperability.
