          PANACEA INC. LICENSE AGREEMENT


CAREFULLY READ ALL THE TERMS AND CONDITIONS OF
THIS AGREEMENT PRIOR TO OPENING THIS DISK PACKET.
OPENING THIS DISK PACKET INDICATES YOUR ACCEPTANCE
OF THESE TERMS AND CONDITIONS.

If you do not agree to these terms and conditions,
return the unopened disk packet and the other
components of this product to the place of
purchase and your money will be refunded.  No
refunds will be given for products that have an
opened disk packet or missing components.

1.  LICENSE: You have the non-exclusive right to
use the enclosed program.  This program can only
be used on a single computer.  You may physically
transfer the program from one computer to another
provided that the program is used on only one
computer at a time.  You may not electronically
transfer the program from one computer to another
over a network.  You may not distribute copies of
the program or documentation to others.  You may
not modify or translate the program or related
documentation without the prior written consent of
Panacea Inc.
YOU MAY NOT USE, COPY, MODIFY, OR TRANSFER THE
PROGRAM OR DOCUMENTATION, OR ANY COPY, EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT.

2.  BACKUP AND TRANSFER: You may make one (1) copy
of the program solely for backup purposes.  You
must reproduce and include the copyright notice on
the backup copy.  You may transfer and license the
product to another party if the other party agrees
to the terms and conditions of the Agreement and
completes and returns a Registration Card to
Panacea Inc.  If you transfer the program, you
must at the same time transfer the documentation
and backup copy or transfer the documentation and
destroy the backup copy.

3.  COPYRIGHT: The program and its related
documentation are copyrighted.  You may not copy
the program or its documentation except for backup
purposes and to load the program into the computer
as part of executing the program.  All other
copies of the program and its documentation are in
violation of the Agreement.

4.  TERM: This license is effective until
terminated.  You may terminate it by destroying
the program and documentation and all copies
thereof.  This license will also terminate if you
fail to comply with any term or condition of this
Agreement.  You agree, upon such termination, to
destroy all copies of the program and
documentation.

5.  LIMITED WARRANTY: THE PROGRAM IS PROVIDED "AS
IS" WITHOUT WARRANTY OF ANY KIND.  THE ENTIRE RISK
AS TO THE RESULT AND PERFORMANCE OF THE PROGRAM IS
ASSUMED BY YOU.  SHOULD THE PROGRAM PROVE
DEFECTIVE, YOU - (AND NOT PANACEA INC. OR ITS
DEALERS) - ASSUME THE ENTIRE COST OF ALL NECESSARY
SERVICING, REPAIR, OR CORRECTION.  FURTHER,
PANACEA INC. DOES NOT WARRANT, GUARANTEE, OR MAKE
ANY REPRESENTATIONS REGARDING THE USE OF, OR THE
RESULT OF THE USE OF, THE PROGRAM IN TERMS OF
CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS,
OR OTHERWISE, AND YOU RELY ON THE PROGRAM AND
RESULTS SOLELY AT YOU OWN RISK.

Panacea Inc. does warrant to the original licensee
that the disk(s) on which the program is recorded
be free from defects in materials and workmanship
under normal use and service for a period of
ninety (90) days from the date of delivery as
evidenced by a copy of your receipt.  Panacea
Inc.'s entire liability and your exclusive remedy
shall be replacement of the disk not meeting
Panacea Inc.'s Limited Warranty and which is
returned to Panacea Inc. with a copy of your
receipt.  If failure of the disk has resulted from
accident, abuse, or misapplication of the product,
then Panacea Inc. shall have no responsibility to
replace the disk under this Limited Warranty.

THE ABOVE IS THE ONLY WARRANTY OF ANY KIND, EITHER
EXPRESSED OR IMPLIED, THAT IS MADE BY PANACEA ON
THIS PANACEA PRODUCT.  THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE ARE HEREBY DISCLAIMED BY PANACEA AND ALL
OTHER PARTIES INVOLVED IN THE CREATION,
PRODUCTION, OR DELIVERY OF THIS PROGRAM.  THIS
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU
MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO
STATE.

NEITHER PANACEA NOR ANYONE ELSE WHO HAS BEEN
INVOLVED IN THE CREATION, PRODUCTION. OR DELIVERY
OF THIS PROGRAM SHALL BE LIABLE FOR ANY DIRECT,
INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO
THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

6.  MISC: This License Agreement shall be governed
by the laws of the State of New Hampshire and
shall insure to the benefit of Panacea Inc., its
successors, administrators, heirs, and assigns.

7.  ACKNOWLEDGEMENT: YOU ACKNOWLEDGE THAT YOU HAVE
READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO
BE BOUND BY ITS TERMS AND CONDITIONS.  YOU ALSO
AGREE THAT THIS AGREEMENT IS THE COMPLETE AND
EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN THE
PARTIES AND SUPERCEDES ALL PROPOSALS OR PRIOR
AGREEMENT, VERBAL OR WRITTEN, AND ANY OTHER
COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE
SUBJECT MATTER OF THIS AGREEMENT.

Should you have any questions concerning this
Agreement, please contact in writing Panacea Inc.,
50 Nashua Road, Suite 305, Londonderry, NH  03053.
