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#      LIMITED SOFTWARE LICENSE AGREEMENT      #
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STANDARD TERMS AND CONDITIONS

Customer desires by this Agreement to obtain from Avertec licenses to use 
certain Licensed Programs and related Documentation (as defined below) and 
establish the terms and conditions of all such transactions between them. 
Therefore, Avertec and Customer agree as follows:


*** Definitions. ***
The following definitions apply herein:
        *
(a) Designated Equipment:
means a computer or workstation located within Customer's facilities and its 
associated operation system software as identified by manufacturer, make, model, 
serial number, hostID number, operating software version level and Customer 
network and upon which a Licensed Program is intended by the Customer to operate.
        *
(b) Designated Site:
means the specific address of Customer's facility consisting of one or more 
buildings within a radius of one kilometer of where the Designated Equipment 
upon which a Licensed Program is first installed and put into use.
        *
(c) Documentation:
means any and all information, written or otherwise, provided to Customer by 
Avertec describing a Licensed Program, its operation and matters related to its 
use and any updated, improved or modified version(s) of such materials, in 
published written material, on magnetic media or communicated by electronic 
means.
        *
(d) Licensed Program(s):
means each software program and any updated, improved or otherwise modified 
version(s) thereof furnished by Avertec to Customer for Customer's sole and 
exclusive use.
        *
(e) Use:
means copying all or any portion of a Licensed Program into the Designated 
Equipment or transmitting it to the Designated Equipment for processing of the 
instructions contained in the Licensed Program for the purpose of Customer's 
evaluation of Licensed Software.


1. Scope and Background
        *
This Agreement puts into place a mechanism whereby Customer can temporarily 
license a number of Avertec Licensed Programs and Documentation.
        *
A Limited Software License Agreement has the following characteristics:
(i) only Avertec Licensed Programs can be licensed under this scenario, (ii) the 
duration of the Use of the Licensed Programs is limited to the validity of the 
license keys furnished by Avertec to Customer, (iii) any copy of Avertec 
Licensed Programs can only be Used by Customer at the Designated Site, (iv) this 
Agreement only apply to Customer if no non-limited software license agreement 
exist between Customer and Avertec.
        *
If the Customer desire to acquire commercial license of Avertec Licensed 
Programs, or if the Customer desires to acquire a license to Use third party 
program marketed by Avertec or a paid-up license to any Avertec software, such 
acquisitions shall be a separate transaction outside the scope of this Agreement. 
Any requirement for any other use or use at a Customer facility outside this 
Agreement are beyond the scope of this Agreement.


2. License Grant
        *
(a) Avertec hereby grants and Customer accepts, subject to this Agreement, non-
transferable, non-exclusive, personal, limited license to use each Licensed 
Program in machine readable form, only for Customer's internal use and at the 
Designated Site on any unit of Designated Equipment owned or leased by Customer 
provided the Licensed Program is only used on one unit of Designated Equipment 
at a time ("the License") and to utilize the Documentation at the Designated 
Site as is reasonably necessary for Customer's licensed use of the Licensed 
Program. If the Licensed Program is installed on a computer in a network within 
the Designated Site it may be used only on one unit of Designated Equipment at a 
time.
Customer shall not sublicense, modify or permit third parties to use the 
Licensed Program. Customer shall not receive, use or have access to source code 
relating to any Licensed Program. No license, right or interest in any trade 
mark, trade name or service mark of Avertec or its licensors is granted to 
Customer. All rights, title and interest in the Licensed Programs and 
Documentation shall remain exclusive property of Avertec or its licensors.
        *
(b) The License and the terms of this Agreement shall apply to each and Every 
Licensed Program supplied by Avertec to Customer pursuant to any order placed by 
Customer while this Agreement is in effect and which is accepted by Avertec on 
Avertec's standard acceptance form as varied from time to time.


3. Location and Transfer
        *
Each License granted hereunder authorizes only Customer's Use of a Licensed 
Program on Designated Equipment at the Designated Site.
        *
The Licensed Program may be moved from the Designated Site or the Designated 
Equipment only if the Designated Equipment malfunctions, and only with Avertec's 
consent.
Customer will provide to Avertec a Rehost Certificate in a form specified by 
Avertec when the Licensed Program is moved from the previously identified 
Designated Equipment or Designated Site and completely remove the Licensed 
Program from such original Designated Equipment. The site and equipment 
identified in the Rehost Certificate shall become the Designated Site and the 
Designated Equipment as the case may be for the purpose of this Agreement from 
the date of the Rehost Certificate.
        *
Documentation may not be copied except for a reasonable number of printed copies 
produced by Customer for internal use only from Documentation provided in 
electronic form.


4. Term and Termination
        *
The term of this Agreement shall commence after the completed installation of 
the Licensed Programs. This Agreement or any License created hereunder may be 
terminated by Avertec at Avertec sole discretion.
        *
Within 30 days after the termination of any License or this Agreement, Customer 
shall furnish to Avertec written notice certifying that the original and all 
copies, including partial copies, of the corresponding Licensed Program, any 
Documentation and any material received from Avertec or made in connection with 
such License have been returned or destroyed. Clauses 5, 6, 8 and 9 shall 
survive expiration or termination of this Agreement.


5. Limited Warranty
        *
AVERTEC MAKES NO TERM, CONDITION, WARRANTY, GUARANTEE OR REPRESENTATION, EXPRESS 
OR IMPLIED, STATUTORY OR OTHERWISE AND DISCLAIMS TO THE FULLEST EXTENT 
PERMISSIDLE BY LAW ANY SUCH WARRANTIES WITH RESPECT TO THE LICENSED PROGRAM OR 
DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED CONDITION OR WARRANTY 
OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.


6. Limitation of Liability
        *
(a) Subject to the remaining sub-clauses of this Clause 6 Avertec's aggregate 
liability under this Agreement for an causes of action arising in respect of any 
particular Licensed Program, whether for breach of warranty, or in contract, 
tort, negligence, strict liability or otherwise, shall not exceed the license 
fee paid by Customer to Avertec in respect of the relevant Licensed Program as 
shown in the relevant product quotation or order.
        *
(b) In no event shall Avertec's liability for property damage exceed the license 
fee paid by Customer for the relevant Licensed Program that caused such damage.
        *
(c) In no event shall either party be liable to the other for special, 
consequential, incidental, indirect, punitive or exemplary damages, however 
caused, whether for breach of warrant y or in contract, tort, negligence, strict 
liability or otherwise, even if such party has been advised of the possibility 
of such damages or any remedy set forth in this agreement fails of its essential 
purpose or otherwise.
        *
(d) No action, regardless of form, arising from this Agreement may be brought by 
either party more than one year after the cause of action has accrued, except 
that an action for non-payment may be brought within one year after the later of 
the date of last payment or the date such unpaid amount should have been paid.
        *
(e) Customer acknowledges and agrees that any installation assistance provided 
by Avertec shall be without liability or risk to Avertec.


7. Proprietary Rights Indemnity
        *
If any Licensed Program supplied hereunder becomes the subject of a claim of 
infringement of a French patent or copyright, Avertec will, subject to the 
limitation in Clause 6 indemnify Customer against such claim provided that 
Customer gives Avertec prompt written notice of such claim, allows Avertec to 
direct the defense and settlement of the claim, and co-operates with Avertec as 
necessary for defense and settlement of the claim. 
        *
If an injunction is obtained against Customer's use of a Licensed Program, or if 
in Avertec's opinion such an injunction is likely to be obtained, Avertec shall 
at Avertec's sole option be entitled to obtain for Customer the right to 
continue using the Licensed Program, or to replace or modify the Licensed 
Program so that it becomes non-infringing, or to terminate the License granted 
hereunder to such Licensed Program with refund to Customer of the license fee 
paid for such Licensed Program, less a reasonable charge for the period during 
which Customer has had availability of such Licensed Program for use.
        *
Avertec will have no liability for any infringement claim to the extent it is 
based on modification of the Licensed Program other than by Avertec, with or 
without authorization, which results from the failure of Customer to utilize an 
updated or modified Licensed Program provided by Avertec, or results from 
compliance by Avertec with designs, plans or specifications furnished by 
Customer. 
        *
THE AFOREGOING STATES AVERTEC'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE 
REMEDIES FOR PROPRIETARY OR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT.


8. Protection of Licensed Materials
        *
Each Licensed Program and Documentation are the confidential and proprietary 
property of Avertec or third parties from whom Avertec has obtained the relevant 
rights.
        *
Customer receives no rights to and will not sell, assign, lease, market, 
transfer, encumber or suffer to exist any lien or security interest (other than 
those of Avertec) on, nor allow any person, firm or corporation to copy, 
reproduce or disclose, in whole or in part in any manner, the Licensed Program 
or Documentation. 
        *
Customer receives no rights to and shall not create or attempt to create by 
reverse engineering, reverse assembly, reverse compiling or otherwise all or 
part of the source programs from any Licensed Program or Documentation or permit 
any third party to do so. 
        *
Customer shall take all reasonable steps, both during and after the term of this 
Agreement to ensure that no unauthorized person shall have access to the 
Licensed Program or Documentation and that no unauthorized copy, in whole or in 
part, in any form shall be made. 
        *
Customer undertakes to treat as confidential and keep secret all information 
contained or embodied in the Licensed Programs and Documentation as the case may 
be and all information received by Customer in the course of training ("the 
Information").
        *
The Customer shall not without the prior written consent of Avertec divulge any 
part of the Information to any person except to the Customer's own employees and 
then only to the extent required for use in accordance with the terms of this 
Agreement or to any person for the purpose of maintenance of the equipment on 
which the Licensed Programs are being used to the extent necessary to enable 
such person to maintain such equipment. 
        *
Any such disclosure shall be subject to the person receiving the Information 
acknowledging that the Information is confidential and that they owe a duty of 
confidence to Avertec. The provisions on confidentiality in this clause shall 
not apply to any part of the Information (i) which at the time of disclosure by 
Avertec is already lawfully in the possession of the Customer and was obtained 
from a source other than Avertec; (ii) which at the time of disclosure by 
Avertec is in, or thereafter comes into, the public domain through no fault of 
or breach of contract by the Customer; (iii) which after disclosure by Avertec 
is lawfully received by the Customer from a third party which has the right to 
make such disclosure to the Customer; (iv) which is independently developed by 
Customer without use of the Information or any other part thereof; or (v) which 
is required to be disclosed by law or by or to any lawful authority or by the 
rules of any applicable regulatory organisation but only to the extent 
specifically so required.


9. No Assignment
        *
Customer may not assign, sub-license or otherwise transfer the License whether 
in whole or in part and any attempt to do so shall be void Provided that 
Customer may assign, novate or transfer the License with the prior written 
consent of Avertec, which Avertec may give or refuse in its absolute discretion.


10. General
        *
This Agreement is governed by the laws of France.
All disputes arising in connection with this Agreement shall be submitted to 
conciliation by a sole conciliator appointed by the International Chamber of 
Commerce under the Rules of Optional Conciliation.
        *
Reference to a statute or a statutory provision includes a reference to that 
statute or statutory provision as from time to time amended, extended or re-
enacted.
        *
No modification shall be made to this Agreement. This Agreement may be 
superseded by a software license agreement for commercial Use.
        *
Any waiver by any party of any condition, part, term or provision of this 
Agreement shall not be construed as a waiver of any other condition, part, term 
or provisions or a waiver of any future event or circumstance.
        *
If any term or provision of this Agreement is determined to be invalid or 
unenforceable for any reason, it shall be adjusted rather than voided, if 
possible, to achieve the intent of the parties to the extent possible. In any 
event, all other terms and provisions shall be deemed valid and enforceable to 
the maximum extent possible.
        *
Customer agrees that this Agreement binds Customer and each of its employees 
agents representatives and persons associated with it and Customer's affiliated 
and subsidiary firms corporations and other organisations.
        *
Avertec shall not be liable for any loss, damage or penalty arising from delay 
due to causes beyond its reasonable control, including, without limitation, 
delay by its suppliers.


11. Limitation of Use
        *
Without the existence of a valid License Agreement between Avertec and the 
Customer over-ruling the Present Limited Agreement, Customer received no rights 
to Use the Licensed Programs in a commercial purpose.


