ACD, INC. END USER LICENSE AGREEMENT

 ChemSketch 5.0 Freeware
  

 CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. ACD
 LICENSES THE ENCLOSED SOFTWARE TO YOU ONLY UPON THE
 CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS
 CONTAINED IN THIS LICENSE AGREEMENT. THESE TERMS AND
 CONDITIONS ARE ACCEPTED BY INSTALLING THIS PRODUCT AND/OR
 CLICKING ON "I ACCEPT" BUTTON BELOW. IF YOU DO NOT AGREE TO
 THESE TERMS AND CONDITIONS, THEN YOU MUST NOT USE THE
 SOFTWARE AND REMOVE THE SOFTWARE FROM YOUR SYSTEM.

                          LICENSE

 ChemSketch 5.0 Freeware which accompanies this license (the "Software") is
 the property of ACD, Inc. ("ACD") and is protected by copyright law. While ACD
 continues to own the Software, you will have certain limited rights to use the
 Software after your acceptance of this license. Your rights and obligations with
 respect to the use of this Software are as follows:

 You may: 

    I. use one copy of the Software on a single computer; 
   II. make one copy of the Software for archival purposes, or copy the
      software onto the hard disk of your computer and retain the original for
      archival purposes; 

 You may not: 

    I.transfer the Software to third parties; 
   II.copy the documentation which accompanies the Software; 
  III.sublicense, rent or lease any portion of the Software; or 
   IV.reverse engineer, decompile, disassemble, modify, translate, make any
      attempt to discover the source code of the Software, or create derivative
      works from the Software. 

                            FEES

 There is no license fee for ChemSketch 5.0 Freeware. This Agreement does not
 grant you any right to any enhancement or update to, or support or
 maintenance for, the product. Enhancements and updates, if available, may be
 obtained at ACD's then current standard pricing, terms and conditions.

                           TERM

 This license is effective until terminated by ACD on notice to you (which may
 be delivered electronically by the same means as this Software is distributed).
 It may be terminated by you at any other time by destroying all complete and
 partial copies of the product including backup copies. This license will also
 terminate automatically upon conditions set forth elsewhere in this Agreement
 or upon failure to comply with any term or condition. Upon such termination, all
 complete and partial copies of the product, including all backup copies, must
 be destroyed.

                           TITLE

 You acknowledge ACD's ownership of all rights in the product, including but not
 limited to the electronic libraries and reference manuals packaged with the
 product. Title, ownership rights, and intellectual property rights in and to the
 content accessed through the product is the property of the applicable content
 owner and may be protected by applicable copyright or other law. This
 Agreement grants no rights to such content.

                        NO WARRANTY

 ACD ASSUMES NO RESPONSIBILITY FOR THE SELECTION OF THIS
 PRODUCT TO ACHIEVE ANY INTENDED PURPOSES, FOR THE PROPER
 INSTALLATION AND/OR USE OF THIS PRODUCT OR FOR VERIFYING THE
 RESULTS OBTAINED FROM USE OF THIS PRODUCT. THIS SOFTWARE IS
 PROVIDED GRATUITOUSLY AND, ACCORDINGLY, ACD SHALL NOT BE
 LIABLE UNDER ANY THEORY OR ANY DAMAGES SUFFERED BY YOU OR
 ANY USER OF THE SOFTWARE. ACD WILL NOT SUPPORT THIS
 SOFTWARE AND MAY NOT ISSUE UPDATES TO THIS SOFTWARE.

 ANY IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF
 MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
 NON-INFRINGEMENT ARE EXPRESSLY EXCLUDED. 

                          GENERAL

 REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS
 AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL
 ACD BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS OR OTHER
 INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES,
 ARISING OUT OF ANY USE OR INABILITY TO USE THIS PRODUCT OR THE
 BREACH OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITYOF SUCH DAMAGES.

 THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE
 PROVINCE OF ONTARIO.

 THIS IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
 AGREEMENT BETWEEN YOU AND ACD RELATING TO THE USE OF THIS
 PRODUCT. 

 YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,
 UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND
 CONDITIONS. 

 Contact ACD, Inc. as follows with any questions: 

      ACD, Inc.
      90 Adelaide Street West
      Toronto, Ontario M5H 3V9 Canada
      info@acdlabs.com
      416-368-3435
      416-368-5596 FAX 

 Copyright (C) 1994-2001 ACD, Inc. All rights reserved.