Ambrosia Distribution Agreement


DISTRIBUTION AGREEMENT


AGREEMENT by and between Ambrosia Software, Inc., a New York
corporation ("Ambrosia") and the undersigned ("Distributor").

1. Agreement Scope.  This Agreement supercedes any and all prior
   distribution agreements between Ambrosia and Distributor.  The
   terms of this distribution agreement may be changed by Ambrosia
   without prior notice, and Ambrosia reserves the right to terminate
   this distribution agreement with Distributor at any time.

2. Authorization. Ambrosia grants Distributor a non-exclusive
   license to distribute any of Ambrosia's shareware products,
   provided that Distributor abides by the Terms of Distribution.

3. Terms of Distribution:

   a. For each product, Distributor must distribute the entire
      software package, including but not limited to: "Read Me"
      files, documentation, software license, and the program itself.
      Distributor may not modify any part of the program or
      the accompanying files in any way.

   b. Distributor may not distribute any software products by
      Ambrosia or Andrew Welch that are NOT found in Ambrosia's
      Support Forums.

   c. Distributor agrees to distribute only the latest versions of
      Ambrosia's products, and agrees to check Ambrosia's Support
      Forums for the latest versions of any products before
      distributing them.

   d. Distributor must send Ambrosia a copy of whatever
      collection/book/CD-ROM, etc. that Ambrosia's software is
      included on.

4. Ambrosia's Support Forums.  The latest versions of Ambrosia's
   products are always available in the Ambrosia Support Forums on
   the following services:

   o America Online:  While you are signed on AOL, choose Keyword...
      from the GO TO menu, type AMBROSIA and hit the return key.

   o CompuServe:  While you are signed on CompuServe, use GO word
      AMBROSIA to reach the Mac Vender D area, where Ambrosia Software,
      maintains a forum.

   o Internet: Visit our web site at http://www.AmbrosiaSW.com/ or our
      ftp site at ftp://ftp.AmbrosiaSW.com/

5. Notification.  Ambrosia agrees to notify Distributor via electronic
   mail when any new versions of Ambrosia's products are released.

6. Term.  This Agreement shall expire 5 years after the date set forth
   below, unless sooner terminated in accordance with the provisions
   of this Agreement.

7. Governing Law.  This Agreement shall be governed by and construed
   in accordance with the laws of the State of New York without
   reference to its conflict of laws provisions.

8. Authority.  Each party hereby represents that it has the
   unrestricted right and authority to enter into and perform its
   obligations under this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the date set
forth below.

Ambrosia Software, Inc.             DISTRIBUTOR_NAME

   By:___________________________      By:___________________________ 

Title:___________________________   Title:___________________________

Dated:_______________               Dated:_______________


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