
PALACESERVER(TM) SOFTWARE LICENSE AGREEMENT


BY CLICKING ON THE ACCEPTANCE BUTTON OR INSTALLING THE SOFTWARE YOU
ARE CONSENTING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU DO
NOT AGREE TO ALL OF THE TERMS, CLICK THE BUTTON THAT INDICATES YOU DO
NOT ACCEPT THE TERMS AND DO NOT INSTALL THE SOFTWARE.

1.  Definitions.  As used in this Agreement:

1.1 "Palace Software" means the application software program, which
enables the user to visit the PalaceServer Site and to communicate
with other visitors on such Site.

1.2 "PalaceServer" means the application software program which
enables Licensee to host a Site.

1.3 "Site" means the Internet or Intranet site created by using the
PalaceServer.

1.4 "Software" means the object code of Communities.com's Palace
Software and PalaceServer products together with related documentation
provided by Communities.com.  The Software consists of a Palace
Software application and a PalaceServer application.  The PalaceServer
enables the Licensee to create one Site.  The Palace Software enables
the user to visit the Site and to communicate with other visitors on
such Site.

1.5 "User" means an individual who uses the Palace Software to gain
access to the Site.

1.6 "Communities.com Marks" means the trademarks, logos, product
names and other marks designated by Communities.com from time to time
related to the Software.

2.  License

2.1 PalaceServer License.  Communities.com grants to Licensee a
nonexclusive, non-transferable license, without right to sublicense,
to:  (a) install the PalaceServer on one computer server or on one of
any computing hardware platform; (b) use the PalaceServer to create an
unlimited number of rooms in the Licensee Site; (c) modify the
graphics files that are in the PalaceServer for the purpose of
creating the Licensee Site; (d) attach graphics files to the
PalaceServer for the purpose of creating the Licensee Site; and (e)
allow access to the Licensee Site by up to the number of concurrent
Users for which Licensee has paid to Communities.com the applicable
license fee (the "Number of Licensed Concurrent Users"), pursuant to
the terms and conditions of this Agreement.

2.2 Palace Software License.  Communities.com grants to Licensee a
nonexclusive, non-transferable license, without right to sublicense,
to use and install the Palace Software, if any, that accompanies the
PalaceServer.  The use of the Palace Software shall be subject to the
terms and conditions of an End-User Software License Agreement.

2.3 Limitations.  Communities.com reserves all rights to the
Software not expressly granted to Licensee under this Agreement. 
Licensee will not (a) use, modify or add any extension to the
PalaceServer that would enable the Licensee Site to be used
simultaneously by a number of Users in excess of the Number of
Licensed Concurrent Users; (b) modify, translate, decompile,
disassemble, reverse engineer or otherwise attempt to derive source
code from the Software; (c) make any derivative work based on any part
of the Software; (d) copy any part of the Software (or any graphics
generated by the Software) except as permitted under this Agreement;
(e) remove any proprietary notices or labels on the Software or (f)
redistribute the Software without the express written consent of
Communities.com in any manner including, but not limited to, providing
the Software on web sites and ftp servers.  Licensee will comply with
all applicable laws, regulations, and other requirements, now or
hereafter in effect, in connection with its use of the Software

2.4 No Assignment.  Licensee may not assign its right or
obligations under this Agreement, either in whole or in part, without
the prior written consent of Communities.com.  Any attempt to do so
shall be void and of no effect.

2.5 Communities.com Trademarks.  Licensee will include the
Communities.com Marks in the Licensee Site and on each copy of the
Palace Software and related documentation distributed by Licensee. 
Licensee agrees that Communities.com owns all right, title, interest
and goodwill in "THE PALACE" trademark, service mark and trade name,
in all Communities.com graphics and designs, and in all applications
and registrations for the Trademarks (collectively, the "Trademarks").
 Licensee agrees that Licensee's use of the Trademarks inures to
Communities.com's benefit and does not confer on Licensee any rights
or goodwill in the Trademarks.  Licensee shall use the Trademarks only
in accordance with Communities.com's guidelines.  Licensee shall not
use or register any trademark, trade name or service mark that is the
same as or similar to the Trademarks.  Upon written notice from
Communities.com, Licensee shall promptly cease any use of the
Trademarks not in accordance with Communities.com's standards.

3.  License Fees

Licensee shall promptly pay all license fees, if applicable, for the
server version licensed.  In addition, Licensee shall promptly pay all
taxes, duties and other governmental charges as applicable.

4.  Proper Use of Software

4.1 No Illegal, Tortuous or Indecent Use.  Licensee will not use
the Software to transmit illegal, pornographic or indecent material,
to commit tortuous acts, or to violate any rights of any person.
Licensee will not unlawfully use any trademark, logo, or likeness of
any person in the Software, in the Licensee Site, or in any instance
of the Palace Software.

4.2 Indemnity for Improper Use.  Licensee shall indemnify
Communities.com against any claim or liability arising out of any
improper use of the Software by Licensee.  Licensee shall reimburse
Communities.com for the costs and reasonable expenses (including
attorneys' fees) incurred by Communities.com in connection with any
claim of improper use of the Software by Licensee.

4.3 No Commercial Use.  Licensee shall not use the Software for any
commercial purpose, including, but not limited to, delivering
advertisements or banner ads; conducting e-commerce transactions or
hosting any revenue generating event on the Site, without the prior
written consent of Communities.com.


5.  Internet Sites.

Communities.com may maintain on the Internet or elsewhere one or more
lists or links to Sites operated by Persons other than
Communities.com.  Licensee hereby grants to Communities.com the rights
to include the Licensee Site on any public lists of Sites maintained
by Communities.com, and to link the Licensee Site to other Sites. 
Licensee shall have no right to be included on any such list or link. 
Communities.com disclaims any endorsement, approval, sponsorship,
control or responsibility for any Site created or operated by any
person other than Communities.com.

6.  Term and Termination.

If licensee breaches this Agreement, Communities.com may terminate
this Agreement by giving the party in breach ten (10) days' prior
written notice of termination.  Upon the termination of this
Agreement: (a) the licenses granted to Licensee by Communities.com
shall terminate; (b) Licensee shall immediately cease to use the
Software, including the Licensee Site, PalaceServer and the Palace
Software; (c) Licensee shall immediately destroy all copies of the
Software then under the possession or control of Licensee, including
the Licensee Site, PalaceServer and Palace Software; and (d) Licensee
shall immediately remove the Licensee Site and PalaceServer from any
and all computers and servers.  All provisions of this Agreement,
which may reasonably be construed as surviving the termination of this
Agreement shall survive the termination of this Agreement.

7.  Title.  All title, ownership rights and intellectual property
rights in the Software will remain in Communities.com.  Licensee is
only acquiring a limited right to use the Software and is not
acquiring any rights of ownership in the Software.

8.  Limited Warranties and Remedies.

8.1 Limited Warranty.  Communities.com warrants to Licensee that
the unaltered Software will perform substantially in accordance with
the specifications in the accompanying documentation for a period of
thirty (30) days following delivery of the Software to Licensee.  This
warranty shall be effective only if (a) Communities.com receives
notice of a defect during the period of the warranty and (b) the
Software is properly installed and operated on a computer or server
for which it is designed.  Licensee shall promptly notify
Communities.com of the defect and provide Communities.com with
sufficient information to enable Communities.com to reproduce the
defect.  Communities.com's entire obligation and Licensee's exclusive
remedy under this warranty shall be, at Communities.com's option, to: 
(x) correct an error reported to Communities.com during the warranty
period, (y) replace the Software with conforming software, or (z)
refund to Licensee the license fee paid by Licensee to Communities.com
for the Software.  Any replacement Software will be warranted for the
remainder of the original warranty period.

8.2 Disclaimer.  EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET
FORTH IN SECTION 8.1, THE SOFTWARE IS LICENSED "AS IS".
COMMUNITIES.COM MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
REGARDING THE SOFTWARE.  COMMUNITIES.COM SPECIFICALLY DISCLAIMS ANY
IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE.  COMMUNITIES.COM DOES NOT WARRANT THAT THE
SOFTWARE IS ERROR-FREE OR THAT OPERATION OF THE SOFTWARE WILL BE
SECURE OR UNINTERRUPTED.

9.  Limitation of Liability

9.1 No Incidental or Consequential Damages.  IN NO EVENT WILL
COMMUNITIES.COM BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
PUNITIVE OR CONSEQUENTIAL DAMAGES SUSTAINED BY LICENSEE, ANY USER, OR
ANY OTHER PERSON, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE
OF THE SOFTWARE, AND WHETHER IN CONTRACT, WARRANTY, TORT OR ANY OTHER
LEGAL THEORY, EVEN IF COMMUNITIES.COM WAS ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.

9.2 Other Limitations.  Communities.com will not be liable for any
delay or failure to perform any obligation as a result of any cause or
condition beyond Communities.com's reasonable control. 
Communities.com's aggregate liability (whether in contract, warranty,
tort or otherwise) arising out of this Agreement or pertaining to the
Software shall in no event exceed the amount of the license fee paid
by Licensee to Communities.com.


10. Miscellaneous

This Agreement sets forth the entire agreement and supersedes all
prior oral agreements between the parties regarding the subject matter
hereof; however, in situations where there is a written agreement
between licensee and Communities.com and the terms of this Agreement
differs from the written agreement, the terms of the written agreement
will govern and control.  No amendment of this Agreement shall be
effective unless set forth in a written instrument signed by both
parties.  This Agreement shall be binding upon and be enforceable by
the parties and their respective successors and assigns.  This
Agreement shall be interpreted, construed and enforced in accordance
with the laws of the State of California without reference to its
choice of law rules.  Any suit under this Agreement shall be brought
in the federal or state courts in the Northern District of California
and Licensee agrees to submit to the personal jurisdiction thereof. 
The provisions of this Agreement are severable.  If any provision of
this Agreement is determined to be invalid or unenforceable, the
invalid or unenforceable provision will not in any way affect the
validity or enforceability of the remaining provisions of this
Agreement.  A waiver of any term or condition of this Agreement will
not in any way invalidate this Agreement, or be considered a waiver of
any other term or condition of this Agreement.  The provisions of the
1980 U.N. Convention on Contracts for the International Sale of Goods
do not apply to this Agreement. The rights and remedies provided in
this Agreement shall be cumulative and shall be in addition to any
other rights or remedies provided in law or equity.  Communities.com
shall be entitled to injunctive and other equitable relief to prevent
or curtail a breach of this Agreement.  In any legal action pertaining
to this Agreement, the prevailing party shall be entitled to recover
reasonable costs and attorneys' fees incurred in such action
(including, but not limited to, any appeal).

11. U.S GOVERNMENT RESTRICTED RIGHTS

The Software provided under this Agreement is commercial computer
software developed exclusively at private expense, and in all respects
is proprietary data belonging to Communities.com or its suppliers.  If
the Software is acquired by or on behalf of agencies or units of the
Department of Defense ("DoD"), then, pursuant to DoD FAR Supplemental
Section 227.7202 and its successors (48 C.F.R. 227.7202), the
Governments right to use, reproduce or disclose the software acquired
under this Agreement is subject to the restrictions of this Agreement.
 If the Software is acquired by or on behalf of civilian agencies of
the U.S. Government, then, pursuant to FAR Section 12.212 and its
successors (47 C.F.R. 12.212), the Governments right to use,
reproduce or disclose the software acquired under this Agreement is
subject to the restrictions of this Agreement.

12. Contact Information.

For more information on the product or license, please direct all
inquires to:

Attn:   Customer Service Communties.com 10101 North De Anza Blvd,
Suite 100 Cupertino, CA 95014 USA

Email: custserv@communities.com


13. Additional Software.

Included in this package is software developed by The Apache Group. 
The following paragraphs apply to that software and are contained here
to meet the distribution conditions.

Copyright (c) 1995-1997 The Apache Group.  All rights reserved.

Redistribution and use in source and binary forms, with or without
modification, are permitted provided that the following conditions are
met:

1. Redistributions of source code must retain the above copyright
notice, this list of conditions and the following disclaimer.

2. Redistributions in binary form must reproduce the above copyright
notice, this list of conditions and the following disclaimer in the
documentation and/or other materials provided with the distribution.

3. All advertising materials mentioning features or use of this
software must display the following acknowledgment:

"This product includes software developed by the Apache Group for use
in the Apache HTTP server project (http://www.apache.org/)"

4. The names "Apache Server" and "Apache Group" must not be used to
endorse or promote products derived from this software without prior
written permission.

5. Redistributions of any form whatsoever must retain the following
acknowledgment:

"This product includes software developed by the Apache Group for use
in the Apache HTTP server project (http://www.apache.org/)"

THIS SOFTWARE IS PROVIDED BY THE APACHE GROUP ``AS IS'' AND ANY
EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE ARE DISCLAIMED.  IN NO EVENT SHALL THE APACHE GROUP OR ITS
CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO,
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR
PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING
NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS
SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
====================================================================

This software consists of voluntary contributions made by many
individuals on behalf of the Apache Group and was originally based on
public domain software written at the National Center for
Supercomputing Applications, University of Illinois, Urbana-Champaign.
 For more information on the Apache Group and the Apache HTTP server
project, please see <http://www.apache.org/>.


