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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.    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, affiliate, 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", “ACCEPT”, OR THE EQUIVALENT 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 a
      Machine, site or Operating System Software (other than those authorized
      under the Order) 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, 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:

A.  Additional Definitions.  "Advantage Database Server" is defined to mean the
remote Advantage Database Server product that executes on a Microsoft Windows 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, terminable 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 internally, for this purpose, 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.  In exchange for the right to develop using the
   Sample Code, You covenant not to assert any intellectual property
   right in modifications or developments created by You using
   Sample Code against any current or future product, service, or
   development of Sybase or any of its affiliates.

    (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.  You acknowledge that ownership of,
   and title in and to, all Programs, Sample Code and Redistributable
   Software are and shall remain in Sybase, and its affiliates and its
   licensors, and You do not acquire any ownership rights or title in or to
   these items.

    (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
         Redistributable Software 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, You are prohibited from using 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 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 (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), including the Sample
Code and Redistributable Software, 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
      Sybase in the Agreement relating to the Free Download
      Components as part of the Program are provided by Sybase 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
     Sybase with regard to the Program as a whole.  B.  Disclaimer
      of Indemnities.  The Free Download Components are excluded from
      any indemnity provided by Sybase, its subsidiaries, or affiliates
 in the Agreement.