
LICENSE AGREEMENT

Advantage Database Server

(the Program)


IMPORTANT NOTICE: Read this License Agreement, including the Program
specific terms at the end of the document, (collectively, the "Agreement")
carefully before using the Program.  IF YOU DO NOT AGREE TO BE BOUND BY
THESE TERMS, YOU MAY NOT USE THE PROGRAM.  By downloading, installing, or
using the Program in any way, You acknowledge that You have read,
understand and agree to the terms of this Agreement.  If You do not agree
with these terms, present your receipt or other proof of purchase,
together with the Program media, Documentation and packaging (if any) to
the entity from which You obtained this product within 30 days to request
a refund.  THIS IS A LICENSE AND NOT A SALE.

If You, Your company, or Your public agency have signed a written software
license agreement with Sybase, Inc., or Sybase Canada Limited ("Sybase")
or a Sybase subsidiary or authorized reseller, covering the Use of the
Program, the terms of the signed license agreement shall take precedence
over any conflicting terms of this Agreement.

Installation by Agent or other Third Party.  If you are downloading or
installing the Program on behalf of another person or entity, you hereby
represent and warrant that you have the authority to bind the party or
entity for which you are performing the download or installation to the
terms and conditions of this Agreement.  If you do not have such
authority, you may not download or install the Program.


CLICK THE "I AGREE" BUTTON IF YOU WISH TO DOWNLOAD OR INSTALL THE PROGRAM.


1.  ABBREVIATIONS AND DEFINITIONS.  Abbreviations and definitions appear
    at the end of this Agreement.

2.  LICENSE GRANT.

  2.1
    (a) FULL USE LICENSE.

        IF YOU HAVE PURCHASED AND BEEN GRANTED A FULL USE LICENSE (AS EVIDENCED BY
        THE RECORDS OF SYBASE OR ITS REPRESENTATIVE): Sybase grants to You a
        non-exclusive, non-transferable, perpetual license to Use the Program at
        the location(s) specified on the Order.  Each Program shall be subject to
        the usage limitations based on quantity and type of license purchased, as
        indicated on the Order.  You may Use the Program (and accompanying
        Documentation) solely for Your internal business purposes by Your
        employees, agents and contractors and on the operating systems specified
        in the Order, unless otherwise permitted by the type of license purchased.
        If the type of license is not indicated in the Order, each copy shall be
        licensed for a single Seat on a single Machine.  The Program may not be
        transferred, sold, assigned, sublicensed or otherwise conveyed (whether by
        operation of law or otherwise) to another party without Sybase's prior
        written consent and payment of any applicable fees in accordance with
        Sybase's then current policies.  The Program may be transferred to another
        Machine, site or Operating System Software only upon prior written notice
        and subject to Sybase's transfer policies and fees then in effect.  If
        multiplexing hardware or software is used, the number of Seats shall
        include all inputs to the multiplexing front end.

    (b) DEVELOPER LICENSE.

        IF YOU HAVE BEEN GRANTED A DEVELOPER LICENSE (AS EVIDENCED BY THE RECORDS
        OF SYBASE OR ITS REPRESENTATIVE), THE FOREGOING SHALL APPLY
        NOTWITHSTANDING ANY LANGUAGE IN THE AGREEMENT TO THE CONTRARY:
        Sybase grants to You a non-exclusive, non-transferable, perpetual license
        to Use the Programs internally solely for trial, evaluation and
        development purposes consistent with the Documentation.  The Programs may
        not be transferred, assigned, sublicensed or otherwise conveyed to another
        party.  This license is effective until terminated.  You may terminate it
        at any time by destroying the Program(s) and Documentation.  This license
        will also terminate automatically if you fail to comply with any term or
        condition of this Agreement.  Upon such termination, you agree to destroy
        the Program(s) and Documentation.  All disclaimers of warranties and
        limitations of liability shall survive any termination of this Agreement.
        This Agreement does not obligate Sybase to provide You with any
        maintenance services or any updates or new versions of the Programs.  Any
        updates or new versions provided by Sybase shall be subject to the terms
        of this Agreement.

        THE PROGRAMS ARE PROVIDED AS IS, WITHOUT ANY WARRANTY WHATSOEVER.  SYBASE
        AND IT AFFILIATES DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR
        IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS
        OF MERCHANTABLE QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR
        PURPOSE.  YOU AGREE THAT THE PROGRAMS PROVIDED HEREUNDER ARE PROVIDED FOR
        EVALUATION PURPOSES ONLY AND NEITHER SYBASE, ITS SUBSIDIARIES NOR ANY OF
        ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OR DAMAGE
        HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY INACCURACY OF DATA, LOSS OF
        PROFITS OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
        EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
        ALL DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY SHALL SURVIVE
        ANY TERMINATION OF THIS AGREEMENT.

    (c) TRIAL LICENSE.

        IF YOU HAVE BEEN GRANTED A LIMITED DURATION TRIAL LICENSE (AS EVIDENCED BY
        THE RECORDS OF SYBASE OR ITS REPRESENTATIVE), THE FOREGOING SHALL APPLY
        NOTWITHSTANDING ANY LANGUAGE IN THE AGREEMENT TO THE CONTRARY:

        Sybase grants to You a 30-day, non-exclusive, non-transferable license to
        use the Programs internally solely for trial.  evaluation, and development
        purposes consistent with the Documentation.  The Programs may not be
        transferred, assigned, sublicensed or otherwise conveyed to another party.
        If You do not elect to purchase a license for the Programs within such
        trial period, this license shall expire, and You shall immediately cease
        use of the Programs and destroy or return to Sybase all copies of the
        Programs in any form.  This license will also terminate automatically if
        you fail to comply with any term or condition of this Agreement.  Upon
        such termination, you agree to destroy the Program(s) and Documentation.
        All disclaimers of warranties and limitations of liability shall survive
        any expiration or termination of this Agreement.  This Agreement does not
        obligate Sybase to provide You with any maintenance services or any
        updates or new versions of the Programs.  Any updates or new versions
        provided by Sybase shall be subject to the terms of this Agreement.

        The Programs are provided AS IS, without any warranty whatsoever.  SYBASE
        AND IT AFFILIATES DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR
        IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS
        OF MERCHANTABLE QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR
        PURPOSE.  YOU AGREE THAT THE PROGRAMS PROVIDED HEREUNDER ARE PROVIDED FOR
        EVALUATION PURPOSES ONLY AND NEITHER SYBASE, ITS SUBSIDIARIES NOR ANY OF
        ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OR DAMAGE
        HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY INACCURACY OF DATA, LOSS OF
        PROFITS OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
        EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
        All disclaimers of warranties and limitations of liability shall survive
        any termination of this Agreement.

  2.2
      You understand and agree that some Sybase Programs and license types are
      subject to additional or supplemental terms and conditions ("Product
      Specific License Terms") that are posted on www.sybase.com/pslt as of the
      date of the Order for such Programs.  Product Specific License Terms are
      written and shall be enforceable in the English language.  You acknowledge
      that You have had the opportunity to review the Product Specific License
      Terms applicable to each licensed Program prior to placing an Order.  By
      ordering, installing or using the Program in any way, You acknowledge and
      agree that You have read, understand and agree to the applicable Product
      Specific License Terms.

  2.3
      You may not copy the Program except (a) to make a reasonable number of
      copies of each Program solely for inactive backup or archival purposes,
      and (b) to make the number of Secondary Copies indicated in the Order for
      the Program.  You may not modify, reverse engineer, decompile or
      disassemble the Program (except as specifically permitted by law without
      the possibility of contractual waiver, or as expressly permitted in the
      Documentation).  Transfer of the Program outside the country in which it
      was originally delivered to You is not permitted without Sybase's prior
      written consent and is subject to compliance with all applicable export
      regulations and restrictions.  If the Program includes more than one
      component product, Use of all components of the Program is restricted to
      the same Machine and the Program may not be unbundled for Use on different
      or additional Machines.  You may not Use the Program for timesharing,
      hosting, rental or service bureau purposes, or otherwise allow direct or
      indirect (including over the Internet) access or Use of the Program by any
      third party (except consultants and contractors performing services for
      Your benefit as expressly permitted in Sections 2.1 and 5), without
      Sybase's prior written consent and subject to any applicable fees.  You
      may contract with a third party ("Outsourcer") to operate the Program on
      Your behalf and solely for Your benefit; however, You shall remain subject
      to all of the provisions of this Agreement and shall be liable for
      Outsourcer's compliance with the provisions of this Agreement.  You shall
      not remove any copyright notices or other proprietary notices from the
      Program, and shall reproduce such notices on all copies of the Program.
      Results of benchmark or other performance tests run on the Program may not
      be disclosed to any third party without Sybase's prior written consent.

  2.4
      You, at Your own expense, shall be responsible for installing the Program
      and all Updates.

  2.5
      Third party products delivered by Sybase that are accompanied by a license
      agreement from the supplier are provided subject to such supplier license
      agreement.  The terms of this Agreement shall not apply to such third
      party products, except that as between You and Sybase, the provisions of
      this Section 2.5, Section 3, Section 8.4 and Section 10.8 shall apply.
      SYBASE PROVIDES SUCH THIRD PARTY PRODUCTS "AS IS" WITHOUT ANY INDEMNITIES
      OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY,
      INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY,
      NONINFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, CONDITIONS OF
      MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.  Sybase shall
      not be obligated to provide any Support or error correction services for
      such third party products, but such services may be available from the
      third party supplier.  Third party products not accompanied by a license
      agreement from the supplier shall be subject to the terms of this
      Agreement.

  2.6
      No more often than once in any 12-month period, Sybase may, at its
      expense, upon reasonable notice and during business hours, audit the
      number of copies of the Program in Use and Your compliance with the
      applicable usage limitations set forth by this Agreement.  The auditors
      shall protect the confidentiality of Your information and abide by Your
      reasonable security regulations.  If the Use of the Program is found to be
      greater than that for which You are licensed, You shall pay any additional
      amounts due based upon the prices set forth in the Price List.

  2.7
      Sybase reserves any and all rights and licenses in and to the Program not
      expressly granted herein.


3.  FEES AND PAYMENT

License and Support fees for the Program are due and payable to Sybase Net
30 days after the invoice date if You have acquired the Program directly
from Sybase; otherwise such fees are due and payable in accordance with
the reseller's policies.  You shall pay all applicable shipping and
handling charges, and sales, use, value added, personal property, or
similar taxes, tariffs or governmental charges, exclusive of those based
upon Sybase's or its reseller's income and corporate franchise taxes.  You
will reimburse Sybase for all reasonable costs incurred (including
reasonable attorneys' fees) in collecting past due amounts.


4.  SUPPORT AND TECHNICAL SERVICES.

  4.1
      The payment of license fees does not entitle You to Support services or
      software Updates, however, Support and Updates are available from Sybase
      under this Agreement upon the payment of additional fees.  Fees for
      Support ("Support Fees") shall be paid annually in advance.  Support may
      be extended for one-year periods at the Support Fees set forth in the
      Price List for as long as Sybase offers Support for the applicable
      Program.  If You do not provide a valid Purchase Order or written
      acknowledgement for the renewal of Support prior to expiration, Support
      will be suspended on the expiration date.  Once Support has been
      suspended, You may reinstate Support only by paying Sybase's then current
      reinstatement fee.

  4.2
      Sybase will provide You the level of Support corresponding to the Support
      Plan specified on the Order, subject to Your payment of applicable Support
      Fees.  Support will be provided in accordance with Sybase's then current
      plan description for such Support Plan solely to Your authorized support
      contacts for the "Supported Program" listed on such Order.  "Supported
      Program" shall mean the then current Major Version of a listed Program
      running on the specified Operating System Software and, for a period of 12
      months after introduction of a new Major Version of such Program, the
      immediately preceding Major Version of the Program.  If You purchase
      Support for any Program in Use on a Machine or in a network, You must
      purchase the same level of Support for all copies of such Program on such
      Machine or network.  As part of such Support service, Sybase will use
      commercially reasonable efforts to correct or circumvent reported errors
      in the Supported Program that can be reproduced at a Sybase support
      facility.  Sybase shall have no obligation to provide Support with respect
      to: (i) Use of any Program on any computer system other than the specified
      Machine and Operating System Software; (ii) Use of any version of the
      Program modified by You in breach of this Agreement; or (iii) Use of
      versions of different co-operating Supported Programs that are not
      specified in the applicable Documentation to execute correctly together on
      a Machine or in a network.  Sybase has no obligation to modify any version
      of the Program to run with new versions of the Operating System Software.
      Sybase reserves the right to make corrections only to the most current
      generally available Major Version of the Program.

  4.3
      You understand and agree that some Updates are subject to Product Specific
      License Terms that are posted on www.sybase.com/pslt and also that the
      provisions of this License Agreement apply to a software Update as well as
      to a Program.

  4.4
      The payment of license fees does not entitle You to consulting or
      education services, however, such services are available under this
      Agreement upon the payment of additional fees.  Consulting services
      provided under this Agreement will be billed on a time and materials
      basis.


5.  CONFIDENTIALITY.

"Confidential Information" shall include the Program (including methods or
concepts utilized therein) and all information identified by Sybase as
proprietary or confidential.  Confidential Information shall remain the
sole property of Sybase and shall not be disclosed to any third party
without the express written consent of Sybase; except that You may
disclose Confidential Information to consultants performing services for
Your benefit, provided that such consultants are bound by a written
non-disclosure agreement with You that protects such Confidential
Information in a manner consistent with this Agreement.  Except with
respect to the Program, items will not be deemed Confidential Information
if (i) available to the public other than by a breach of an agreement with
Sybase; (ii) rightfully received from a third party not in breach of any
obligation of confidentiality; (iii) independently developed by You
without access to the Confidential Information; or (iv) if proven to have
been known to You at the time of disclosure.  You shall immediately inform
Sybase if You are required to produce Confidential Information by
operation of law, and if so requested by Sybase, shall provide reasonable
assistance to Sybase in seeking to limit such production.  A copyright
notice on a Program does not, by itself, constitute evidence of
publication or public disclosure.


6.  INFRINGEMENT INDEMNITY.

Sybase, at its own expense, agrees to (a) defend, or at its option settle,
any claim or suit against You on the basis of infringement of any
copyright, trademark, trade secret or United States patent ("Intellectual
Property Rights") by Your Use of the Program, and (b) pay any final
judgment entered against You on such issue or any settlement thereof,
provided (i) You give Sybase sole control of the defense and/or
settlement; (ii) You notify Sybase promptly in writing of each such claim
or suit and give Sybase all information known to You relating thereto, and
(iii) You cooperate with Sybase in the settlement and/or defense.  (You
will be reimbursed for all reasonable out-of-pocket expenses incurred in
providing any cooperation requested by Sybase.) If all or any part of the
Program is, or in the opinion of Sybase may become, the subject of any
claim or suit for infringement of any Intellectual Property Right, or in
the event of any adjudication that the Program or any part does infringe,
or if Your Use of the Program or any part is enjoined, Sybase, at its
expense, may either: (a) procure for You the right to Use the Program or
the affected part; (b) replace the Program or affected part; (c) modify
the Program or affected part to make it non-infringing; or (d) if none of
the foregoing remedies are commercially and reasonably feasible, refund to
You the license fees received by Sybase for the Program.  Sybase shall
have no obligation to the extent a claim is based upon (a) Use of any
version of the Program other than a current, unaltered version, if
infringement would have been avoided by a current, unaltered version; (b)
combination, operation or Use of the Program with software and/or hardware
not delivered by Sybase or recommended by Sybase in the Documentation, if
such infringement could have been avoided by not combining, operating or
using the Program with such software and/or hardware, or (c) any
modifications to the Program which were not made by Sybase.  This Section
6 states the entire liability of Sybase and Your exclusive remedy with
respect to any infringement or alleged infringement by the Program or any
part thereof.


7.  PROPRIETARY RIGHTS AND OWNERSHIP.

All of the copyright and intellectual property rights in the Program,
Documentation and all copies thereof are owned by Sybase or its
subsidiaries, or their respective suppliers and are protected by copyright
and/or trade secret laws and international treaty provisions.  You acquire
only the non-exclusive, non-transferable right to Use the Program as
permitted herein, and do not acquire any rights of ownership in the
Program.


8.  LIMITED WARRANTY AND LIMITATIONS ON LIABILITY.

  8.1
      Unless otherwise specified in the Documentation, for a period of 90 days
      from the date of shipment (or date on which an electronic download access
      code is made available) to You, Sybase warrants that the Program, when
      Used in accordance with the Documentation, will operate in material
      conformity with such Documentation and the Program media shall be free of
      defects.  In the event of a non-conforming Program or defective media,
      Your sole remedy shall be, at Sybase's option, replacement of the
      defective Program or a refund of the license fees received by Sybase for
      the affected Program.  This limited warranty gives You specific legal
      rights.  You may have other rights that vary from jurisdiction to
      jurisdiction.  Sybase warranties extend solely to You, the original
      licensee.

  8.2
      SYBASE DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,
      INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
      NONINFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, FITNESS FOR A
      PARTICULAR PURPOSE, AND CONDITIONS OF MERCHANTABLE QUALITY, WHETHER
      ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR
      USAGE OF TRADE, WITH RESPECT TO THE PROGRAM, DOCUMENTATION, SUPPORT OR
      OTHER SERVICES RELATED TO THE PROGRAM.  Some jurisdictions do not allow
      limitations on implied warranties so the above limitations may not apply
      to You.  NO WARRANTY IS MADE REGARDING THE RESULTS TO BE OBTAINED FROM ANY
      PROGRAM OR SERVICES, THAT THE PROGRAM WILL BE ERROR FREE, THAT ALL ERRORS
      IN THE PROGRAM WILL BE CORRECTED, OR THAT THE PROGRAM'S FUNCTIONALITY WILL
      MEET YOUR REQUIREMENTS.  YOU ACKNOWLEDGE YOUR RESPONSIBILITY TO (a)
      REGULARLY BACK UP DATA, AND (b) ADEQUATELY TEST PROGRAM PRIOR TO
      DEPLOYMENT.

  8.3
      The Program and third party products are not fault-tolerant and are not
      designed, manufactured or intended for Use in the control of nuclear
      facilities, aircraft navigation or communication systems, air traffic
      control, direct life support machines, weapons systems, or other
      applications in which the failure of the Program could lead directly to
      death, personal injury, or severe physical or environmental damage, and
      Sybase and its suppliers specifically disclaim any express or implied
      warranty of fitness for such purposes.

  8.4
      LIMITATIONS ON LIABILITY.  NEITHER SYBASE, ITS SUBSIDIARIES, NOR ANY OF
      ITS LICENSORS SHALL BE LIABLE FOR ANY LOSS OR INACCURACY OF DATA, LOSS OF
      PROFITS OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER
      BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN
      ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE TOTAL LIABILITY OF SYBASE
      AND ITS SUBSIDIARIES, IF ANY, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF
      THE PROGRAM OR RELATED SERVICES SHALL NOT EXCEED AN AMOUNT EQUAL TO THE
      LICENSE OR SERVICE FEES PAID FOR THE PROGRAM OR SERVICES GIVING RISE TO
      THE CLAIM.  LICENSORS OF SOFTWARE COMPONENTS INCLUDED IN SYBASE PRODUCTS
      SHALL NOT BE LIABLE FOR DIRECT DAMAGES.  Some jurisdictions do not allow
      the exclusion or limitation of certain damages, so the above limitations
      and exclusions may not apply to You.


9.  TERM AND TERMINATION.

This license is effective until terminated.  Sybase may terminate a
license if You have not paid any fees due within 15 calendar days after
written notice that payment is past due.  You may terminate the license at
any time by destroying the Program and documentation.  Either party may
terminate this Agreement upon any other material breach of this Agreement
by the other party that has not been corrected within 60 calendar days
after written notice.  Upon termination of this Agreement, all licenses
granted hereunder shall terminate, You shall cease Using the Program and
Documentation (whether or not modified or merged into other materials) and
You shall certify in writing to Sybase that all copies (in any form or
media) have been destroyed or returned to Sybase.  Termination shall not
relieve You from paying all fees accruing prior to termination and shall
not limit either party from pursuing any other available remedies.
Sections 1, 5, 6, 7, 8, 9, 10 and 11 shall survive termination of this
Agreement.


10.  GENERAL

  10.1
      Neither this Agreement nor any license granted hereunder may be assigned
      by You (whether by operation of law or otherwise) without Sybase's prior
      written consent.  Any such purported assignment shall be void.

  10.2

      This Agreement is the entire agreement of the parties and supersedes all
      previous and contemporaneous communications, representations, or
      agreements regarding the subject matter hereof.  This Agreement may be
      modified only in writing signed by both parties.  Purchase Orders shall be
      binding as to the products and services ordered, the fees due and the site
      for installation or performance of services.  Other terms and preprinted
      terms on or attached to any Purchase Order shall be void.

  10.3
      You shall not transfer, directly or indirectly, any restricted Program or
      technical data received from Sybase or its subsidiaries, or the direct
      product of such data, to any destination or entity subject to export
      restrictions under U.S.  law, unless prior written authorization is
      obtained from the appropriate U.S.  agency.

  10.4
      Sybase shall not be liable by reason of any failure or delay in the
      performance of its obligations hereunder on account of: acts by You, acts
      of God or the public enemy, war, terrorism, riots, strike, embargo, acts
      of civil or military authority, unavailability of communications
      facilities or energy sources, or any other cause that is beyond the
      reasonable control of Sybase.

  10.5
      All notices relating to this Agreement shall be in writing and delivered
      to the other party by overnight delivery service or first class prepaid
      mail with return receipt requested (in the case of Sybase to the attention
      of its General Counsel).

  10.6
      The Program is restricted commercial computer software.  If this license
      is acquired under a U.S.  Government contract, Use, duplication or
      disclosure by the U.S.  Government is subject to restrictions set forth in
      this Agreement or in a written license agreement that incorporates
      applicable FAR provisions, for example FAR 52.227-19.  Sybase reserves all
      unpublished rights under the United States copyright laws.

  10.7
      If any provision of this Agreement is held to be unenforceable, the
      parties shall substitute for the affected provision an enforceable
      provision that approximates the intent and economic effect of the affected
      provision.  The failure or delay by either party to enforce any term of
      this Agreement shall not be deemed a waiver of such term.

  10.8
      This Agreement shall be governed by, and construed and enforced in
      accordance with the laws of the State of California without regard to
      conflict of law principles.  Jurisdiction and venue over any dispute
      arising under this Agreement shall lie exclusively within the state and/or
      federal courts of the State of California, and each of the parties hereby
      irrevocably submits to the jurisdiction of the state and federal courts of
      the State of California.  The United Nations Convention on the
      International Sale of Goods, the application of which is expressly
      excluded, shall not govern this Agreement.  The parties agree that the
      Uniform Computer Information Transactions Act or any version thereof
      adopted by any state in any form ("UCITA") shall not apply to this
      Agreement.  To the extent that UCITA is applicable, the parties agree to
      opt out of the applicability of UCITA pursuant to the Opt-Out provision(s)
      contained therein.

  10.9
      If you have any questions about this Agreement, write to Sybase, Inc.,
      Attn: General Counsel, One Sybase Drive, Dublin, CA 94568.


11.  ABBREVIATIONS AND DEFINITIONS.

"Agreement" - This License Agreement, together with any applicable
Supplements and Product Specific License Terms, and each Order.

"Application License" or "AP" - The limited right to install the Program
on any server at the single physical location (or approved hosting site)
specified for such license in the applicable Order.

"Cluster License", or "CL" - The limited right to Use the Program on any
number of Servers at the Site specified for such license in the applicable
Order, but only if each such Server is part of a load-balanced or failover
configuration and in the aggregate provide no greater access to the
Program or any associated data than would be provided by a single Server
operating alone.

"Cold Standby" - A Cold Standby Program shall be limited to the Machine
running the operating system shown on the Order, at a site shown on the
Order.  A Cold Standby Program is a copy of a Program that is deployed on
a separate Machine as a backup to process data that is periodically
updated from data residing on Customer's primary production Machine.  In
the event of a failure of the production copy or production Machine, the
Cold Standby Program may be used to access and process such updated data.
A Cold Standby Program may not be accessed or Used in production at the
same time as the primary production copy.  The Cold Standby Program must
be licensed for the same number of Seats or Concurrent Users, as
applicable, as the production copy.  Programs for which a Cold Standby
License is available may be found at www.sybase.com/pslt.

"Concurrent User License" or "CU" - The limited right for a maximum number
of users, as indicated in the applicable Order, to directly or indirectly
access a single server copy of a Program at any one time.  Under the
Concurrent User license model, each Concurrent User may only access a
single, identifiable licensed server.

"CPU Fee" or "IC" - The license fee payable by Customer for each copy of
the Program shall be determined by multiplying the number of processors
("CPUs") by the applicable rate, each as specified on the Order.  In the
event that the number of processors on the Machine is increased, Customer
shall report such increase, execute a new Exhibit A and pay an additional
amount determined by multiplying the incremental processors by the then
applicable rate per processor set forth in the Price List.

"CPU License", or "CP" - The license fee payable by Customer for each copy
of the Program shall be determined by multiplying the total number of
processors on a Machine ("CPUs") by the applicable rate each as specified
on the Order.  In the event that the number of processors on the Machine
is increased, Customer shall report such increase, execute a new Exhibit
A, and pay an additional amount determined by multiplying the incremental
processors by the then applicable rate per processor set forth in the
Price List.  The number of users shall be limited only by the capacity of
the licensed CPUs, and may include internal users within the Customer's
organization, and external users outside of the Customers organization
accessing the Program via the Internet ("Internet Users").  Internet Users
may not Use the Program to develop or modify applications or perform other
programming tasks, and may only Use the Program in conjunction with
Customer's applications.

"Development and Testing License" or "DT" - The limited right to Use a
Program for development and testing purposes only and not in a parallel
production environment.  DT licenses are CPU-based.  See CPU License.  A
DT license is not limited to a Standalone Seat

"Documentation" - Installation instructions and user manuals supplied with
the Program.

"ESD" - Electronic Software Download.

"Exhibit A" - a standard form purchase-authorizing document made available
by Sybase which may be substituted for a Purchase Order.  "Hot Standby" -
A Hot Standby license permits a copy of a Program to be loaded onto one or
more Machines in a cluster environment where monitoring for a failure of
the production copy of the Program occurs automatically and continuously
and failover to the Hot Standby Program is automatic.  A Hot Standby
Program may not be accessed or Used in production at the same time as the
primary production copy.  The Hot Standby Program must be licensed for the
same number of Seats or Concurrent Users, as applicable, as the production
copy.  Programs for which a Hot Standby License is available will be
specified in the then current Price List.

"Internet Access License" or "IAL" - a limited right to permit access to a
licensed Program by a number of "External Internet Seats" which shall be
limited only by the capacity of the Machine, provided Customer has paid
the applicable CPU fees for each processor on such Machine.  "External
Internet Seats" shall mean Seats which access the specified Program via
the Internet; provided that the person at such Seat is not acting in the
capacity of an employee, agent or independent contractor of Customer.
External Internet Seats may query the Program database and update such
database to the extent allowed by Customer's application, but may not use
the Program to develop or modify applications or perform other programming
tasks.  Customer may not Use the specified Program in connection with a
website hosted by Customer on behalf of third parties.  An Internet Access
License does not cover intranet usage or other internal usage and Customer
must acquire the necessary Seat licenses for all internal usage of the
Program.  If Customer purchases (or renews) Support for a Program for
which an Internet Access License has been obtained, Customer shall
purchase the same level of Support for the Internet Access License as for
such Program.

"Machine" - A single computer hardware system identified on the applicable
Order running a single copy of the Operating System Software.

"Mainframe Base" or "MB" - The basic license fee applicable for certain
mainframe Programs based upon the mainframe Machine model set forth in the
applicable Order.  For each copy of a Program designated as license type
MB, Customer shall also pay the applicable MSU License fee based upon the
then current MSU rating of the mainframe Machine.  See also "MSU (Millions
of Service Units) License".

"Major Version" or "Major Release" - A major Update release of the
Programs containing new features and functions as well as error
corrections.

"MSU (Millions of Service Units) License" or "MU" - The license fee
payable by Customer for each copy of the Program shall be determined by
multiplying the number of MSUs for the Machine by the applicable rate and
adding the applicable Mainframe Base rate thereto, all as specified in the
applicable Order.  In the event that the number of MSUs for the Machine is
increased, Customer shall report such increase, execute a new Exhibit A,
and pay an additional amount determined by multiplying the incremental
number of MSUs by the then applicable MSU rate for the Program and adding
any incremental base rate fee thereto, all as set forth in the Price List.
The number of users shall be limited only by the capacity of the licensed
MSUs, and may include internal users within the Customer's organization,
and external users outside of the Customers organization accessing the
Program via the Internet ("Internet Users").  Internet Users may not Use
the Program to develop or modify applications or perform other programming
tasks, and may only Use the Program in conjunction with Customer's
applications.

"Networked License" - The limited right to access any licensed server in
the network from any licensed Seat.

"Networked Seat" - see "Seat".

"Operating System Software" - The operating system software listed in the
Order applicable to the relevant copy of the Program.

"Order" - a Purchase Order or Exhibit A signed by Customer and accepted by
Sybase.

"OT" - denotes "other", for products or services included on an Order that
are not otherwise defined.

"Price List" - Sybase's then current price list for the country in which
the Program is to be installed.

"Primary Copy" - a licensed copy of the Program provided by Sybase,
including a copy provided initially as a trial copy.

"Program" - the object code version of the software product(s) listed in
the Order, as well as any and all Updates and authorized copies.  Although
the Program media may contain other software products, Customer is
licensed to install and Use only the designated Program.

"Purchase Order" - a purchase order or other purchase-authorizing document
issued by Customer for Sybase products and/or services and accepted by
Sybase, as confirmed by a Sybase invoice.

"Quantity of Licenses" - the number of copies, Servers, Seats, Concurrent
Users or CPUs, as applicable, licensed for a particular Program pursuant
to an Order.

"Seat", or "ST" - a specific identifiable unique accessor of information
such as (but not limited to) a terminal, personal computer, single user
workstation, personal digital assistant ("PDA"), wireless or real time
device.

"Secondary Copy" - a licensed copy of the Program reproduced by Customer
from the Primary Copy.

"Server" or "SR" - a computer containing software, which permits it to
await and fulfill services to other computers.

"Standalone Seat" or "SS" - The limited right to install the Program on a
single workstation Machine (and not a server Machine) for access solely by
the single workstation Machine upon which it resides.

"Standby Concurrent User", or "SC" - Permits installation of a back up
copy of a Program licensed under a Concurrent User License.

"Standby CPU" or "SF" - Permits installation of a back up copy of a
Program licensed under a CPU License, either "CP" or "IC".  See "CPU
License" and "CPU Fee".

"Standby Seat" or "SE" - Permits installation of a back up copy of a
Program licensed under a Networked License.

"Standby Server" or "SV" - Permits a copy of a Program to be installed as
a back up in the event of an interruption in the operation of a production
copy of the same Program.  See further, "Cold Standby", "Warm Standby" and
"Hot Standby".

"Support" - The technical support plan selected by Customer.

"Transactions" means the number of inbound messages plus the number of
outbound messages processed.

"Updates" means error corrections, maintenance releases and Major Version
releases of the Program made available to Sybase customers under certain
Sybase Support plans.

"Upgrade" means (i) transfer of the Program to a Machine of a higher
Sybase Machine Class, i.e.  transfer to a Machine that provides greater
processing capacity, or (ii) Customer migration from one edition of a
Program to another edition with increased functionality, e.g.  from
Advanced Edition to Enterprise Edition.

"Use" - to load, view, print, update, access, utilize, or store the
Program.

"Warm Standby" - A Warm Standby Program shall be limited to the Machine
running the operating system shown on the Order, at a site shown on the
Order.  A Warm Standby Program is an operating copy of a Program deployed
on a separate Machine as a backup to process data that is automatically
and continuously being replicated from Customer's primary production
Machine.  A Warm Standby Program may not be accessed or Used in production
at the same time as the primary production copy.  In the event of a
failure of the production copy or production Machine, the Warm Standby
Program may be Used to access such replicated data.  The Warm Standby
Program must be licensed for the same number of Seats or Concurrent Users,
as applicable, as the production copy.  Programs for which a Warm Standby
License is available may be found at www.sybase.com/pslt.


IN ADDITION TO THE TERMS AND CONDITIONS OF THE AGREEMENT, ABOVE, THE
FOLLOWING ADDITIONAL OR DIFFERENT PROGRAM SPECIFIC TERMS AND CONDITIONS
SHALL APPLY TO THE PROGRAM FOR WHICH YOU HAVE PURCHASED A LICENSE:

A.  Acquiring the Program through a Reseller.

  i.  License to Use Program with Reseller Application.

      If You are acquiring the Program through a reseller, You are only granted
      a non-exclusive, non-transferable right to use the Program with the
      resellers application(s), and third party application(s) that
      interoperate and are used in conjunction with the resellers
      application(s), for Your own internal business purposes.  Further, You may
      only use the Program with and as part of the resellers application and
      are prohibited from using the Program for application development or
      otherwise outside the scope of the license granted in this Agreement, and
      Your use of the Program is restricted to the licensed number of Concurrent
      Users consistent with Your Order as accepted by the reseller.

  ii. Support and Technical Services.

      If You are acquiring the Program through a reseller, Support and Updates
      will be provided by the reseller from whom you obtained the Program,
      unless otherwise expressly agreed in writing by Sybase.

  iii. Orders and Purchase Orders.

      The definition of an Order and a Purchase Order shall for the purposes
      of this Agreement refer to a purchase order or other purchase-authorizing
      document issued by Customer for Sybase products and/or services and
      accepted by a reseller of the Program, as confirmed by a reseller invoice.

B.  Advantage Internet Connector License.

If Customer has purchased an Internet Connector License for the Program,
Customer shall have the right to allow the number of Concurrent Users (for
the Internet Connector License) specified in the applicable Order access a
single copy of the Advantage Database Server via the Internet; provided
that the Concurrent Users must access the Advantage Database Server via a
web server or middleware software that physically interacts with the data
stored in the Advantage Database Server, rather than accessing the data
via a router or VPN-like product that simply routes the data between the
remote client machine and the Advantage Database Server.  Users accessing
the Advantage Database Server via an Internet connection may not Use the
Program to develop or modify applications or perform other programming
tasks, and may only Use the Program in conjunction with Customers
applications.

C.  Free Download Components.

The Program, including any software provided with it, may include certain
third party open source and other free download components (Free Download
Components).  You may have additional rights in the Free Download
Components that are provided by the third party licensors of those
components.  The Free Download Components and any such third party
licenses and third party-required notices for the Program are identified
at http://www.sybase.com/thirdpartylegal (third party licenses and notices
for Free Download Components are identified under the name(s) of the
licensed Program).  Any obligations undertaken by iAnywhere in the
Agreement relating to the Free Download Components as part of the Program
are provided by iAnywhere alone, and not by the third party licensors of
the Free Download Components.  A.  FURTHER DISCLAIMER OF WARRANTIES AND
LIABILITIES.  The Free Download Components are provided AS IS by the
third party licensors, who disclaim all liabilities, damages (even if they
have been advised of the possibility of such damages), warranties,
indemnities and other obligations of any kind, express or implied, with
regard to the Free Download Components.  Nothing in the foregoing affects
any performance warranty provided by iAnywhere with regard to the Program
as a whole.  B.  Disclaimer of Indemnities.  The Free Download Components
are excluded from any indemnity provided by iAnywhere or its subsidiaries
in the Agreement.




