LICENSE AGREEMENT

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    (the "Program(s)")



IMPORTANT NOTICE: Read this License Agreement, including the Program
specific terms at the end of the License Agreement, (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.

  2.1 Sybase grants to You a nonexclusive, nontransferable, 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.

  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 License Agreement, the
following additional or different Program specific terms and conditions
shall apply to the Program for which you have purchased a license:

A.  Additional Definitions.  "Advantage Database Server" is defined to
    mean the remote Advantage Database Server product that executes on a
    Novell NetWare, Microsoft Windows NT/2000/XP/2003, or Linux OS.
    "Advantage Local Server" is a module that allows an application
    developed with an Advantage client product to execute in local and
    peer-to-peer environments without the presence of an Advantage
    Database Server.

B.  License Grant.

  i.  License to Use Program.  You are only granted a non-exclusive,
      non-transferable, perpetual right to use the Program for purposes
      of designing, developing, and testing Your software product(s)
      that are designed to interoperate with the Advantage Database
      Server or Advantage Local Server.  You may install copies of the
      Program on an unlimited number of Your Machines.

  ii. Redistributable Components.

    (a) Sample Code.  In addition to the rights granted above, You are
        granted the right to use, modify, and copy the source code
        version of those portions of the Program designated as "Sample
        Code" for the sole purposes of designing, developing, and
        testing your software product(s), and to reproduce and
        distribute the Sample Code, along with any modifications
        thereof, only in compiled and linked binary code form provided
        that you comply with the Redistribution Requirements stated
        below.  If the source code is used, modified, or copied by the
        licensee, Sybase, Inc.  reserves the right to receive from the
        licensee, upon request, at no cost to Sybase, Inc., the
        modifications.

    (b) Redistributable Components.  In addition to the rights stated
        above, You are granted a nonexclusive, royalty-free right to
        reproduce and distribute the object code version of the portions
        of the Program referred to in the Documentation as
        redistributable with your application ("Redistributable
        Software"), provided you comply with the Redistribution
        Requirements below.

    (c) Redistribution Requirements.  If You redistribute the Sample
        Code or Redistributable Software, You agree to:

      1) Distribute the Sample Code or Redistributable Software in
         object code only in conjunction with and as a part of a
         software application product developed by You that adds
         significant and primary functionality to the Program, and that
         operates with the Advantage Database Server or Advantage Local
         Server.

      2) Not use the name, logo, or trademarks of Sybase or any of its
         affiliates to market your software application product.

      3) Include a valid Sybase copyright notice on your software
         product, such as "Portions of this application contain
         copyrighted (c) material of Sybase, Inc".

      4) Indemnify, hold harmless, and defend Sybase and its affiliates
         from and against any claims or lawsuits, including attorney's
         fees, that arise or result from the use or distribution of Your
         software application product.

      5) Not permit further distribution of the Sample Code or
         Redistributables by the end user.

  iii.Advantage Local Server Connections.  If Your application using
      the Program is distributed to work without the Advantage Database
      Server (i.e., it uses the Advantage Local Server to access data),
      the application must act as a "client" that directly accesses and
      uses the data.  For purposes of clarification, only computers that
      have the Advantage Local Server DLL loaded into memory can have
      access to the data that is obtained by that Advantage Local Server
      DLL.  The application cannot act as "middleware" or as a "server"
      by having the data forwarded by any means to a separate computer.
      In other words, it is illegal to use the Advantage Local Server
      with a Web server, an application server, a terminal server, or
      any other type of middleware or server product to access data on
      behalf of remote computers.  An Advantage Database Server (a.k.a.
      remote server) product must be purchased and used to allow the
      Program to access data on behalf of applications running on remote
      computers.

C.  Support and Technical Services.  Section 4.0 (Support and Technical
    Services) of the Agreement is amended as follows:

      You are not entitled to any maintenance, technical support
      services or any updates or new versions of the Program in
      connection with this developer license.  Maintenance and support
      may be obtained for a fee.

D.  Warranty/Limitation of Liability.  Section 8.1 (Warranty/Limitations
    of Liability) of the Agreement is amended as follows:

      The Program is provided AS IS, without any warranty whatsoever.
      SYBASE DISCLAIMS ALL 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.  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 PROGRAMS FUNCTIONALITY WILL MEET YOUR REQUIREMENTS.  YOU
      ACKNOWLEDGE YOUR RESPONSIBILITY TO (a) REGULARLY BACK UP DATA, AND
      (b) ADEQUATELY TEST PROGRAM PRIOR TO DEPLOYMENT (IF A DEPLOYMENT
      LICENSE IS OBTAINED).  Some jurisdictions do not allow the
      exclusion of certain warranties, so the above exclusions may not
      apply to you.

E.  Termination.  Section 9 (Termination) of the Agreement is amended as
    follows:

      This Agreement and license are effective until terminated.  You
      may terminate the Agreement and the license at any time by
      destroying the Program(s) and Documentation.  This Agreement and
      the 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.

F.  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.


