LICENSEE MAY NOT permit other individuals to

use the Software except under the terms listed

above; modify, translate, reverse engineer,

decompile, disassemble (except to the extent

applicable laws specifically prohibit such

restriction), or create derivative works based

on the Software; copy the Software (except as

specified above); export, directly or

indirectly, the Software to any person or

entity outside the United States except as

provided in paragraph 6 below; rent, lease,

transfer or otherwise transfer rights to the

Software; or remove any proprietary notices or

labels on the Software.

II      LIMITED MEDIA WARRANTY

BackWeb warrants that, for a period of thirty

(30) days from the date of delivery to Licensee

as evidenced by a copy of Licensee's receipt,

the media, if any, on which the Software is

furnished shall be free from defects in

materials and workmanship under normal use.

THE SOLE RESPONSIBILITY AND

LIABILITY OF BACKWEB, AND

LICENSEE'S EXCLUSIVE REMEDY

UNDER THIS LIMITED WARRANTY

WILL BE REPLACEMENT OF THE

DEFECTIVE MEDIA.