

                            LICENCE AGREEMENT

This is a legal agreement between you, the LICENSEE, and the LICENSOR for use 
of the computer program "Kpax".

By installing copying or otherwise using "Kpax" you agree to be bound by
the terms of this licence agreement. If you do not agree to the terms of this
licence agreement the licensor is unwilling to license the software to you.
In such circumstances, you may not use or copy the software, and you should
return the unused prodoct within 7 days.

1. Definitions
(a) LICENCE means the terms and conditions contained herein.
(b) LICENSOR means the Institut National de Recherche en Informatique et en 
    Automatique (INRIA), of Domaine de Voluceau, Rocquencourt, Le Chesnay, 
    France, as owner of the software comprising the computer program "Kpax".
(c) SITE means a single computer or internal computer network operated
    by the LICENSEE at the premises of the LICENSEE specified when "Kpax"
    was ordered or installed.

2. Grant of Licence
(a) The LICENSOR grants the LICENSEE a non-transferable and non-exclusive
    licence to use "Kpax" in connection with computers only on the SITE to 
    which the LICENCE applies.
(b) The LICENSEE will not, under any circumstances, reverse engineer,
    decompile or disassemble "Kpax".

3. Licence Fee
(a) In consideration of the LICENCE granted pursuant to Section 2, the
    LICENSEE shall pay to the LICENSOR the applicable LICENCE FEE within
    30 days of receipt of an appropriate invoice prepared by the LICENSOR.
(b) For Academic and Governmental SITES, the LICENCE FEE is waived.

4. Transfer of Licence
(a) The LICENSEE shall not in any way sublicense, rent, assign or transfer
    this LICENCE or the computer program "Kpax".

5. Copyright
(a) The LICENSOR owns the copyright and all and any other intellectual and 
    industrial property rights in "Kpax" and its associated documentation.
    You must therefore treat "Kpax" and its associated documentation like
    any other copyrighted material (e.g. a book).
(b) "Kpax" and the associated documentation is protected by French copyright 
    laws, international treaty provisions, and all other applicable national laws.
(c) The LICENSEE acknowledges that it does not and shall not acquire any
    title, copyright or any other intellectual property rights in "Kpax" or
    the associated documentation.

6. Limited Warranty and Disclaimer of Warranty
(a) The LICENSEE acknowledges that software in general is not error-free
    and that the existence of such errors shall not constitute a breach of
    this LICENCE.
(b) Save as expressly provided under this LICENCE, no warranty or
    conditions express or implied, statutory or otherwise as to condition,
    quality, performance, merchantability or fitness for purpose is given
    or assumed by the LICENSOR in respect of "Kpax" and its associated
    documentation and all such warranties and conditions are hereby excluded
    save to the extent that this exclusion is prohibited by law.

7. Limitations of Liability
(a) Except to the extent that such liability may not lawfully be excluded,
    the LICENSOR shall not be liable for damages arising out of or in
    conjunction with the LICENCE of "Kpax" or its use or performance.
(b) In no event shall the LICENSOR be liable for any loss of profits,
    business interruption, loss of business information or other special 
    consequential damages, even if the LICENSOR has been advised of the
    possibility of such damages, or for any claim against the LICENSEE
    by any other party.

8. Termination
(a) This LICENCE agreement is effective from the date of purchase or
    installation, whichever is earlier, of the computer program "Kpax".
(b) The LICENSEE can terminate the LICENCE at any time by notifying the
    LICENSOR of its intention in writing.
(c) The LICENSOR can terminate the LICENCE, after providing the LICENSEE
    with 14 days prior notice and an opportunity to remedy the situation, 
    if the LICENSEE fails to pay any amount due to the LICENSOR.
(d) The LICENCE shall terminate 30 days after written notice by either party 
    in the event of any material or persistent breach by the other party of
    any of the terms of this LICENCE which is either incapable of remedy or
    remains unremedied at the end of the said period of 30 days.
(e) Upon termination of this LICENCE, the LICENSEE shall (i) discontinue
    use  of "Kpax" (ii) deliver to the LICENSOR  all the software furnished
    by the LICENSEE pursuant hereto together with all copies thereof and
    (iii) erase or destroy any of "Kpax" contained in the computer memory or
    data storage systems under the control of the LICENSEE.

9. Entire Agreement
(a) This agreement constitutes the complete and exclusive statement of the
    agreement between the LICENSEE and the LICENSOR  and supercedes all other
    oral or written proposals, prior agreements and other prior communications
    between the parties, concerning the subject matter of this agreement.

10. General
(a) This agreement shall be governed by and construed in accordance with the
    laws of France, and the parties prorogate the exclusive jurisdiction of 
    the French Courts.
(b) No representation or promise relating to, and no amendment of, this
    agreement shall be binding unless it is in writing and signed by both
    parties.
(c) The terms and conditions of this agreement shall previal notwithstanding
    any variance with the terms and conditions of any order submitted by the
    LICENSEE.
(d) Except for the LICENSEE's obligation to pay the LICENSOR, neither party
    shall be liable for any failure to perform due to cause beyond reasonable
    control.
(e) No waiver by a party of any breach of any provision of this agreement
    shall constitute a waiver of any other breach of that or any other 
    provision of this agreement.
(f) In the event that any of the provisions of this LICENCE are held to be
    invalid or unenforceable, this agreement shall be construed without such
    provisions.


