ASCENDER / NAVICO
MINIMUM TERMS OF END-USER AGREEMENT
EXHIBIT "C"


END USER LICENSE AGREEMENT

NOTICE: THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT
BETWEEN YOU (EITHER AS AN INDIVIDUAL OR AN ENTITY) AND NAVICO.  PLEASE READ IT
CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE.


THIS AGREEMENT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY
INFORMATION AND LIABILITY DISCLAIMERS.  BY INSTALLING AND USING THE SOFTWARE,
YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME
BOUND BY THE TERMS Of THIS AGREEMENT.  If YOU DO NOT AGREE TO BE BOUND BY THESE
TERMS, THEN DO NOT INSTALL THE SOFTWARE AND RETURN THE SOFTWARE TO NAVICO.


1.  License Grants & Restrictions


The licenses granted in this Section 1 are subject to the terms and conditions set forth
in this EULA:


1.  You may install and use the Software only on a single computer.
2.  You may embed the Software into documents which support embedding and
transfer those documents to others, provided however that you may not alter
the embedding permission in the Software.
3.  You may make one copy of the Software solely for backup purposes. Any back-
up copy must contain all copyright notices and any other proprietary legends on
the original copy of the Software.  You may not sell or transfer any copy of the
Software made for backup purposes.
4.  Your license rights under this EULA are non-exclusive and non-assignable.
5.  Other than as set forth in this Section 2 and 3, you may not make copies of the
Software, or electronically transfer the Software from one computer to another.
6.  You may not alter, merge, modify, adapt, translate, decompile, reverse
engineer, disassemble, or otherwise reduce the Software to a human-
perceivable form.
7.  You may not rent, lease, or sublicense the Software.
8.  You may not create derivative works based upon the Software.
9.  You may not export the Software into any country to which such export is
prohibited by the United States Export Administration Act.
10. In the event that you fail to comply with this EULA, NAVICO and its suppliers
may, in addition to seeking any damages, terminate the license.  Upon
termination, you must destroy all copies of the Software (with all other rights of
both parties and all other provisions of this EULA surviving any such
termination).


2.  Ownership


The foregoing license gives you limited license to use the Software. NAVICO and its
suppliers retain all right, title and interest, including all copyright and intellectual
property rights, in and to, the Software, and all copies thereof. The software is
protected by the copyright laws of the United States and other countries. All rights not
expressly granted in this EULA, are reserved by NAVICO and its suppliers.


3.  LIMITED WARRANTY AND DISCLAIMER


1.  NAVICO warrants that, for a period of ninety (90) days, the Software will
perform in substantial conformance with published specifications for the
Software.
2.  EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY WITH RESPECT
TO THE SOFTWARE, NAVICO DISCLAIMS ALL OTHER WARRANTIES AND
REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE,
INCLUDING THE WARRANTIES Of MERCHANTABILITY OR FITNESS fOR A
PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF NON-
INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. NAVICO DOES NOT
WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT
INTERRUPTION. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED
FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS.
3.  IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE
SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY
(90) DAYS FROM THE DATE OF DELIVERY.
4.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NAVICO SHALL
CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY
WARRANTY PROVIDED HEREIN.
5.  (USA only) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE
OTHER LEGAL RIGHTS THAT VARY fROM STATE TO STATE.


4.  Exclusive Remedy


Your exclusive remedy is to return the Software to NAVICO. Provided that any non-
compliance with the above warranty is reported in writing to NAVICO no more than
ninety (90) days following delivery to you, NAVICO will use reasonable commercial
efforts to supply you with a replacement copy of the Software that substantially
conforms to published specifications, provide a replacement for defective media, or
refund to you your purchase price for the Software, at its option. NAVICO shall have no
responsibility if the Software has been altered in any way, or if the media has been
damaged by misuse, accident, abuse, modification or misapplication. Any such misuse,
accident, abuse, modification or misapplication of the Software will void the warranty
above. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR
BREACH OF ENAVICO OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE.


5,  LIMITATION OF LIABILITY

1.  NAVICO SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITITVE, COVER OR CONSEQUENTIAL
DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FoR THE INABILITY
TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS,
BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR
INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY
INCLUDING BREACH OF CONTRACT, BREAcH oF WARRANTY, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF NAVICO OR ITS
REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILIY OF SUCH
DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE
FAILED IN ITS ESSENTIAL PURPOSE.
2.  NAVICO' TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE
WHATSOEVER WILL BE LIMITED TO THE AMOUNT YOU PAID fOR THE
SOFTWARE.
3.  (USA only) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION Of
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION FOR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE
OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
4.  THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE
WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS
EULA.

6.  U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND


This Software and the documentation are provided with "RESTRICTED RIGHTS"
applicable to private and public licenses alike.  Without limiting the foregoing, use,
duplication, or disclosure by the U.S. Government is subJect to restrictions as set forth
in this EULA and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995),
DFARS 252.227-7013 (c)(1)(ii)(OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19, or
FAR 52.227-14, as applicable.


7.  General


This EULA shall be governed by the internal laws of the State of New York. In each case
this EULA shall be construed and enforced without regard to the United Nations
Convention on the International Sale of Goods.


This EULA contains the complete agreement between the parties with respect to the
subject matter hereof, and supersedes all prior or contemporaneous agreements or
understandings, whether oral or written. You agree that any varying or additional terms
contained in any purchase order or other written notification or document issued by
you in relation to the Software licensed hereunder shall be of no effect. The failure or
delay of NAVICO to exercise any of its rights under this EULA or upon any breach of
this EULA shall not be deemed a waiver of those rights or of the breach.


If any provision of this EULA shall be held by a court of competent jurisdiction to be
contrary to law, then that provision will be enforced to the maximum extent
permissible and the remaining provisions of this EULA will remain in full force and
effect.


All questions concerning this EULA shall be directed to NAVICO.


This EULA does not authorize you to use the trademarks of NAVICO or its suppliers.
