

    SOFTWARE LICENSE AGREEMENT FOR AN EVALUATION COPY OF XEP



IMPORTANT - READ CAREFULLY:



THE XEP EVALUATION SOFTWARE IS PROVIDED ONLY UNDER THE  FOLLOWING

LICENSE  WITH  RENDERX,  INC.  (HEREINAFTER "LICENSOR").   PLEASE

READ THE FOLLOWING LICENSE CAREFULLY.  YOU WILL BE PROVIDED  WITH

AN  EVALUATION  COPY  OF THE XEP SOFTWARE AND RELATED "ONLINE" OR

ELECTRONIC DOCUMENTATION (HEREINAFTER REFERRED  TO  AS  "SOFTWARE

PRODUCT")  ONLY  IF  YOU  ACCEPT  THE  FOLLOWING SOFTWARE LICENSE

AGREEMENT  (HEREINAFTER  "AGREEMENT").    THIS  IS  AN  AGREEMENT

BETWEEN YOU (HEREINAFTER "LICENSEE") AND THE LICENSOR.





The SOFTWARE PRODUCT  also  includes  any  patches,  updates  and

supplements  to this original SOFTWARE PRODUCT if provided to the

LICENSEE by and at the LICENSOR'S sole discretion. By installing,

copying,  downloading,  accessing or otherwise using the SOFTWARE

PRODUCT, LICENSEE agrees  to  be  bound  by  the  terms  of  this

AGREEMENT.  If  LICENSEE  does  not  agree  to  the terms of this

AGREEMENT, do not install, copy, download, or otherwise  use  the

SOFTWARE PRODUCT.



                    SOFTWARE PRODUCT LICENSE



The  SOFTWARE  PRODUCT  is  protected  by  copyright   laws   and

international  copyright  treaties,  as  well  as certain pending

patent rights, and other intellectual property laws and treaties.

The SOFTWARE PRODUCT is licensed, not sold.



                       1.  LICENSE TERMS



Subject to the terms of this AGREEMENT, The  LICENSOR  grants  to

LICENSEE  a non_exclusive, non_transferable, time_limited license

(the "LICENSE") to use the SOFTWARE PRODUCT, in Object Code  form

for  evaluation  and  trial  purposes  only.  This license period

begins when LICENSEE receives the SOFTWARE PRODUCT from  LICENSOR

and  ends sixty (60)  calendar days after receipt of the SOFTWARE

PRODUCT  (hereinafter  "EVALUATION  PERIOD").   All  rights   not

specifically  granted  to LICENSEE in this Agreement are retained

by LICENSOR.



                      1.1 LICENSE GRANT



LICENSEE may install and use one copy of the SOFTWARE PRODUCT  on

a single computer.   LICENSEE may also store or install a copy of

the SOFTWARE PRODUCT on a  storage  device,  such  as  a  network

server,  used only to install or run the SOFTWARE PRODUCT over an

internal network; however, LICENSEE must acquire and  dedicate  a

LICENSE  for each separate computer on or from which the SOFTWARE

PRODUCT is installed, used, accessed, displayed or run. A LICENSE

for  the  SOFTWARE PRODUCT may not be shared or used concurrently

on different computers.



                   1.2 FURTHER RESTRICTIONS



The LICENSE does not permit LICENSEE to: (a) grant any sublicense

for  all  or  part  of the SOFTWARE PRODUCT; (b) use the SOFTWARE

PRODUCT in conjunction with any other software, data or equipment

in such a manner as would cause the resulting product to infringe

upon any Intellectual Property Rights of third parties; (c)  copy

the  SOFTWARE PRODUCT, except for backup or archival purposes and

provided that each such copy of the SOFTWARE PRODUCT  is  subject

to  the  terms  of  this  AGREEMENT;  (d) transfer, assign, rent,

lease,  or  otherwise  dispose  of  the  SOFTWARE  PRODUCT  on  a

temporary  or  permanent  basis;  (e)  make  the SOFTWARE PRODUCT

available to remote users; or (f) use the SOFTWARE PRODUCT except

as expressly permitted in this AGREEMENT.





                  1.3 ADDITIONAL OBLIGATIONS



LICENSEE agrees: (a) not to remove from the SOFTWARE PRODUCT  any

copyright  notices  embedded thereon or therein which acknowledge

that LICENSOR has a copyright, trademark, certain pending  patent

rights,   and  other  intellectual  property   interests  in  the

SOFTWARE PRODUCT, as the case may be;  (b)  not  to  remove  any

references  in or on the SOFTWARE PRODUCT to LICENSOR'S name; (c)

to immediately notify LICENSOR if LICENSEE becomes aware  of  any

actual  or  potential  claims by a third party arising in respect

LICENSEE's use of the SOFTWARE PRODUCT;  (d)  not  to  use  the

SOFTWARE PRODUCT in contravention of any law.



             2.  ADDITIONAL RIGHTS AND LIMITATIONS



	2.1 Limitations on Reverse Engineering, Decompilation

 	and Disassembly



LICENSEE agrees not reverse engineer, decompile or disassemble

the SOFTWARE PRODUCT.



             2.2  Intellectual Property Rights





This AGREEMENT does not grant LICENSEE any rights in connection

with  any copyright, patent, trademark, trade secret of LICENSOR,

except  for  what  is  specifically  provided  herein  with  this

AGREEMENT.





           3.  MODIFICATIONS TO THE SOFTWARE PRODUCT



                        3.1 Reservations



LICENSOR reserves the right at any time  not  to  release  or  to

discontinue  release of any SOFTWARE PRODUCT and to alter prices,

features,  specifications,  capabilities,  functions,   licensing

terms,    release    dates,   general   availability   or   other

characteristics of the SOFTWARE PRODUCT.



                         3.2 Upgrades



Any upgrade to the  SOFTWARE  PRODUCT  provided  by  LICENSOR  is

subject  to  the  terms  of this AGREEMENT unless modified by the

LICENSOR, at the LICENSOR'S sole discretion.



	4. OWNERSHIP - CONFIDENTIAL INFORMATION - 

		INTELLECTUAL PROPERTY RIGHTS



                   4.1 Ownership and Rights



Title, ownership rights, and all Intellectual Property Rights  in

and  to  the SOFTWARE PRODUCT shall remain the sole and exclusive

property of LICENSOR.  LICENSEE acknowledges  that  LICENSOR  has

copyright,  trademark,  and  certain pending patent rights in the

underlying SOFTWARE PRODUCT.   Moreover, Licensee  again  further

acknowledges   that   the   SOFTWARE  PRODUCT  contains  valuable

Confidential Information and certain pending patent rights of the

LICENSOR;  therefore,  LICENSEE  agrees:  (a)  not  to modify the

SOFTWARE PRODUCT, or attempt to decipher, decompile,  disassemble

or  reverse  engineer the SOFTWARE PRODUCT or assist or encourage

any third party in doing so; and (b) to hold in strict confidence

its  knowledge  of the Confidential Information as a trade secret

for the benefit of LICENSOR.





                         5. TERMINATION



                     5.1 License Duration





This AGREEMENT and the LICENSE  granted  herein  shall  terminate

upon the expiration of the EVALUATION PERIOD or upon such earlier

date as LICENSOR may, by written or electronic notice provide  to

LICENSEE.   Moreover, this AGREEMENT and LICENSE shall  terminate

because of LICENSEE'S breach of any provision of this AGREEMENT.



                          5.2 Survival



Termination of the LICENSE will not affect the  other  provisions

of  the  AGREEMENT,  which provisions will survive termination of

the LICENSE.



                     5.3 Post Termination



Within thirty (30) days after the  date  of  termination  of  the

LICENSE  for  any  reason  whatsoever, LICENSEE shall destroy the

SOFTWARE PRODUCT and all copies, in whole or in part.  Nothing in

this  AGREEMENT shall absolve LICENSEE from liability for damages

resulting  from  any  breach  of  this  AGREEMENT  by   LICENSEE,

notwithstanding  that  LICENSOR may have other remedies available

under this  AGREEMENT  (including  the  right  to  terminate  the

LICENSE).  If  LICENSEE breaches any provision of this AGREEMENT,

LICENSEE acknowledges that such breach may diminish substantially

the  value  of  such Intellectual Property rights of LICENSOR and

may  irrevocably  harm  LICENSOR,  and  in  such  event  LICENSOR

(without limiting its other rights or remedies) shall be entitled

to equitable relief (including  but  not  limited  to  injunctive

relief)  to protect LICENSOR'S interests, and indemnification and

reimbursement for any all  expenses  incurred  by  LICENSOR  from

LICENSEE   in   protecting   LICENSOR'S  interests  or  defending

LICENSOR'S rights as  a  result  of  LICENSEE'S  breach  of  this

AGREEMENT.



        6. LIMITED WARRANTY AND  LIMITATIONS ON LIABILITY



                        6.1 WARRANTIES



THE SOFTWARE PRODUCT IS  PROVIDED  "AS IS".   LICENSOR  MAKES  NO

REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO 

THE SOFTWARE PRODUCT, INCLUDING WITHOUT LIMITATION WARRANTIES  OF 

FITNESS   FOR  A  PARTICULAR  USE  OR  PURPOSE,  MERCHANTABILITY, 

NONINFRINGEMENT, OR  THAT  THE  SOFTWARE  WILL  OPERATE  WITHOUT 

INTERRUPTION  OR BE ERROR FREE, AND LICENSOR HEREBY DISCLAIMS ALL 

SUCH REPRESENTATIONS AND WARRANTIES.



                       6.2 LIABILITIES





THIS SOFTWARE PRODUCT IS PROVIDED  TO  LICENSEE   FOR  EVALUATION

PURPOSES  AND,  THEREFORE,  LICENSOR  SHALL NOT BE LIABLE FOR ANY

DAMAGES (INCLUDING DIRECT,  INDIRECT,  INCIDENTAL,  CONSEQUENTIAL 

AND  SPECIAL  DAMAGES)  UNDER  ANY THEORY OF LIABILITY (INCLUDING 

TORT CONTRACT, OR ANY OTHER THEORY) WHETHER SUFFERED BY  LICENSEE 

OR  ANY  OTHER  USER OF THE SOFTWARE, OR ANY THIRD PARTY, EVEN IF 

LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.







                           7. GENERAL



           7.1 Invalid term, condition, or provisions



If any term, condition, or provision in this AGREEMENT  is  found

to  be  invalid,  unlawful  or  unenforceable to any extent,  the

remaining terms, conditions and provisions will  continue  to  be

valid  and  enforceable  to  the fullest extent permitted by law.

LICENSOR and LICENSEE  expressly  agree  that,  in  all  respects

pertaining   to  this  AGREEMENT  and  its  subject  matter,  our

respective rights, obligations and  remedies  shall  be  governed

exclusively  by  the  terms  of  this  AGREEMENT  and  that  this

AGREEMENT supersedes  any  prior  understandings  and  agreements

between  us  with  respect  to  its  subject matter. There are no

representations, warranties, terms, conditions,  undertakings  or

collateral  agreements, express, implied or statutory, between us

other than as expressly made in this AGREEMENT.



                       7.2 Modifications



This AGREEMENT may not be amended, except in writing,  signed  by

both LICENSEE and LICENSOR. No terms, provisions or conditions of

any purchase order, acknowledgment or other  business  form  that

LICENSEE  may use in connection with the acquisition or licensing

of the SOFTWARE PRODUCT will  have  any  effect  on  the  rights,

duties  or  obligations  of  LICENSEE  or LICENSOR under, or will

otherwise modify, this AGREEMENT, regardless of  any  failure  of

LICENSOR to object to such terms, provisions or conditions.



                       7.3 Governing Law



Except as specifically provided herein, this AGREEMENT  shall be 

governed by the laws of the State of California and the federal 

laws of the United States of America, exclusive of any conflicts 

of laws principles which would require the application of the laws 

of another jurisdiction. LICENSEE agrees that any dispute regarding 

this AGREEMENT or the rights and obligations herein will be  heard  

in the state or federal courts having jurisdiction for Santa Clara 

County, California, and LICENSEE  agrees  to  be  subject  to  the  

personal jurisdiction of such courts.  





          8.  ACCEPTANCE OF TERMS AND PROVISIONS HEREIN



                         8.1 Acceptance



If LICENSEE  downloads  the  SOFTWARE  PRODUCT  or  installs  the

SOFTWARE  PRODUCT  or  uses  the  SOFTWARE PRODUCT on a computer,

LICENSEE  shall be deemed to have  accepted  the  terms  of  this

AGREEMENT  and  to be legally bound thereby. If LICENSEE does not

accept the terms of this AGREEMENT and  does  not  desire  to  be

legally  bound  thereby  and the LICENSEE'S governing law permits

rescission, then  LICENSEE may rescind acceptance by   destroying

the  downloaded  SOFTWARE  PRODUCT  within  five  (5)  days after

download.  However,  prior to any  destruction  of  the  SOFTWARE

PRODUCT,  the  LICENSEE remains bound by all terms and provisions

of this AGREEMENT, and continues to be bound to the terms and the

provisions  which survive this AGREEMENT as enumerated herein and

above.

    

