
































                                 License Agreement



                       Himalaya Software's License Agreement
















            Copyright (c) 1993,94, Himalaya Software, All Rights Reserved


          ARTICLE 1: DEFINITIONS
          __________________________________________________________________


                                       AGREEMENT


          THIS AGREEMENT made and entered into as of the 24th day of
          January, 1994, by and between HIMALAYA SOFTWARE, having its office
          at Pijnacker, the Netherlands, of the one part,

          and the CUSTOMER (hereinafter called Licensee), of the other part;

          WHEREAS Himalaya Software has developed and has acquired in the
          field of computer software an extensive knowledge and experience
          therein;

          WHEREAS Licensee is interested in acquiring of the right to use
          the software developed by Himalaya Software and is desirous of
          obtaining the assistance related thereto from Himalaya Software;

          WHEREAS Himalaya Software is prepared to grant such assistance and
          the right to use on the terms and conditions hereinafter set
          forth;


          NOW IT IS HEREBY AGREED AS FOLLOWS:


          ARTICLE 1: DEFINITIONS

          In this agreement the following expressions shall have the meaning
          set out thereafter, to wit:

          1.1  Program         : the Himalaya Software software product(s)
                                 the Licensee has purchased or obtained for
                                 evaluation, including both the software and
                                 the associated documentation and other
                                 materials.

          1.2  ShareWare Copy  : a copy of the Program distributed by
                                 Himalaya Software or by its authorised
                                 agents for evaluation purposes and which is
                                 described as a ShareWare copy in the
                                 Program's sign-on messages.

          1.3  Registered Copy : a copy of the Program purchased from
                                 Himalaya Software or from a dealer and
                                 which is not described as a ShareWare Copy
                                 in the Program's sign-on messages.

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          Himalaya Software's License Agreement                            1

          ARTICLE 2: GRANT OF LICENSE
          __________________________________________________________________


          ARTICLE 2: GRANT OF LICENSE

          2.1  Himalaya Software hereby grants to Licensee, upon and subject
               to the provisions of this agreement a non-exclusive,
               non-transferable right and license (without the right to
               grant sub-licenses thereunder) to use Himalaya Software's
               present and future knowledge and experience related to the
               Program.

          2.2  With respect to ShareWare Copy of the Program Licensee may
               use such copy for an evaluation period of up to 21 days after
               installation of the Program on one or more computers in order
               to determine whether the Program meets the needs of Licensee
               before purchasing it. Once the evaluation period has ended,
               the Licensee either agrees to purchase a Registered Copy of
               the Program or to stop using the ShareWare Copy. If the
               Licensee has ordered a Registered Copy of the Program from
               Himalaya Software or from a dealer, Licensee may continue to
               use the ShareWare Copy until the receipt of the Registered
               Copy.

          2.3  Licensee is entitled to make copies of the ShareWare Copy of
               the Program to give to third parties, provided the Licensee
               includes all of the files originally received with the
               ShareWare Copy. When the Licensee gives a ShareWare Copy of
               the Program to a third party, the Licensee undertakes to
               inform such third party that their copy is to be used for a
               time limited evaluation period and that they must purchase a
               Registered Copy if they continue to use the Program once the
               evaluation period has ended. The Licensee is not entitled to
               sell or to distribute ShareWare Copies of the Program to
               third parties for any kind of remuneration or fee.

          2.4  During the evaluation period Licensee is entitled to use it
               on as many computers as are required to perform the
               evaluation.












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          2                                   (c) 1993,94, Himalaya Software

                                               ARTICLE 3: USE OF THE PROGRAM
          __________________________________________________________________


          ARTICLE 3: USE OF THE PROGRAM

          3.1  After purchasing the Registered Copy of the Program Licensee
               shall not install or use any individual copy of the Program
               on more than one computer at a time. In case a computer at
               work, a computer at home and a portable computer are used
               primarily by the same individual and there exists no
               possibility that the computers are used simultaneously except
               while the Licensee is actively transferring files between
               them, Licensee will be entitled to install an individual copy
               simultaneously on the said computers.

          3.2  If Licensee has purchased additional licenses for the Program
               Licensee undertakes not to install or use them on more
               computers than the number included in this agreement or shown
               on the invoices, the sign-on screen or other documents from
               Himalaya Software.

          3.3  Licensee is entitled to make copies of the purchased
               Registered Copies of the Program, which are required for
               normal backup purposes.

          3.4  Licensee shall not make any other copies of the software, the
               manual(s) or any part of them, or sell or give any copies to
               third parties without our prior permission in writing.

          3.5  Licensee is not permitted to undertake actions to reverse-
               engineer, decompile, disassemble, or otherwise modify the
               Program.

          ARTICLE 4: WARRANTY

          Himalaya Software warrants that it is the sole owner of the software
          and that it has full power and authority to grant a license for the
          use of the Program.

          The warranty to be rendered by Himalaya Software with respect to
          Registered Copies of the Program is limited to the following and
          therefor does not apply to ShareWare Copies of the Program.

          4.1  Himalaya Software pledges that the disks and manuals will
               arrive free of physical defects which interfere with normal
               use. If Licensee encounters such defect and reports it to
               Himalaya Software within 90 days after the purchase of the
               Program Himalaya Software will replace the defective item(s)
               at no charge to Licensee as long as the defect was not caused
               by misuse or abuse.

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          Himalaya Software's License Agreement                            3

          ARTICLE 5: DISCLAIMERS AND LIMITATIONS
          __________________________________________________________________


          4.2  Himalaya Software will use its best efforts to correct errors
               and/or bugs which may be encountered by the Licensee. If
               Himalaya Software issues a maintenance release for the
               Program which includes a correction for an error which the
               Licensee reported, Himalaya Software will send the Licensee a
               copy of that maintenance release at no charge if Licensee
               does so request. The undertaking of Himalaya Software
               according to the above will apply only to maintenance
               releases and not to new major releases or new versions of the
               Program.

          4.3  If Licensee is dissatisfied with any product bought from
               Himalaya Software under this agreement, Licensee is entitled
               to return such product at any time within a period of 90 days
               after the purchase of the product. Himalaya Software will
               refund Licensee a full refund. Such refund will be based upon
               the price paid by the Licensee for the relevant product less
               shipping or forwarding costs. Before returning the product
               with which Licensee is dissatisfied Licensee has to give
               prior warning to Himalaya Software. The aforementioned
               guarantee does not apply to additional licenses exceeding 10
               computers or to purchases of more than 10 individual copies
               at one time.

          ARTICLE 5: DISCLAIMERS AND LIMITATIONS

          5.1  ShareWare Copies of the Program are provided to the Licensee
               `as-is' and without any warranty of any kind. For that reason
               Licensee will not pay any remuneration to Himalaya Software
               during the trial use license.

          5.2  Himalaya Software disclaims any and all other warranties
               (other than those stated in article 4), express or implied,
               oral or in writing, including any implied warranties of
               merchantability or fitness for a particular purpose and/or
               use.

          5.3  Himalaya Software shall in no event be liable for any
               incidental, consequential or punitive damages whatsoever
               arising out of use of the Program or the relationship with
               Licensee.







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          4                                   (c) 1993,94, Himalaya Software

                                        ARTICLE 8: DISPUTES; APPLICABLE LAWS
          __________________________________________________________________


          ARTICLE 6: INFRINGEMENT ACTIONS

          6.1  In the event that any action, proceeding or claim of any kind
               or nature is instituted against Licensee because of
               operations under the rights and licenses herein granted, the
               defence thereof shall be Himalaya Software's sole
               responsibility and for Himalaya Software's account. Licensee
               shall promptly notify Himalaya Software in writing, in
               reasonable detail of the date and nature of such action,
               proceeding or claim.

          6.2  In the event that Himalaya Software shall fail, within a
               period of sixty (60) days after receiving written notice from
               Licensee that it wishes to have steps taken against such
               action, proceeding or claim, Licensee shall have the right to
               commence such action or proceeding at its own expense and for
               its own benefit.

          6.3  Himalaya Software and Licensee agree to cooperate in good
               faith and each agrees to use its best efforts to assist the
               other in the defence of any action, proceedings or claim
               described in paragraph 1 or 2 of this article.

          ARTICLE 7: OTHER PARTIES

          7.1  Licensee agrees not to transfer or assign any of the rights
               accruing to it by virtue of this agreement, without the prior
               approval in writing of Himalaya Software.

          7.2  The parties hereto warrant that the obligations undertaken by
               them shall not be frustrated, hindered or otherwise
               detrimentally affected by persons, bodies or instances
               related to them as concern-related entity, or as an employee
               or agent of parties or of concern-related entities to
               parties.

          ARTICLE 8: DISPUTES; APPLICABLE LAWS

          8.1  If any party has a dispute arising from or in connection with
               this agreement, it shall be decided with reference to the laws
               of the country or state of the other party.

          8.2  All disputes as meant in paragraph 1 above shall be resolved
               by arbitration by and under the rules of arbitration of the
               International Chamber of Commerce and will take place in the
               country or state of the disputed party.


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          Himalaya Software's License Agreement                            5
