IBM SOLUTION DEVELOPER AGREEMENT FOR RUNTIME ENVIRONMENT, JAVA(TM) EDITION

This is an Agreement between International Business Machines Corporation ("IBM"), a New York Corporation, having its principal office at Old
Orchard Road, Armonk, New York, U.S.A., and you.

SCOPE of AGREEMENT

This Agreement sets forth the terms and conditions under which IBM grants to you certain rights and licenses to Program Code. The rights and
obligations set forth herein shall become effective with respect to each product at the time you accept the terms and conditions of this Agreement
by downloading the Program Code.

PREAMBLE

  1.IBM licenses you to copy and distribute IBM Program Code when included with your Offerings. 
  2.You desire to include IBM Program Code in your Offering. 

I. DEFINITIONS

    Agreement shall mean this base agreement plus any Amendment executed from time to time hereunder. 
    Binary Code shall mean computer code of the Program Code, substantially or entirely in binary or bytecode from, which is executable by a
    computer after suitable processing but without the intervening steps of compilation or assembly. 
    Customers are end users authorized to use an Offering for internal productive use and not for remarketing or distribution. 
    Distributors shall mean any business intermediaries, such as agents, remarketeers, distributors and dealers, which you use to supply
    Offerings to customers. 
    Offerings are software products, for use on OS/2 platforms, that you supply to Customers and that include the Program Code. 
    Program Code comprises the IBM OS/2 Runtime Environment, Java (TM) Edition, Version 1.1.7, in Binary Code form, which is the
    runtime part of the Java Development Kit (JDK) Version 1.1.7, as modified by IBM to run on the OS/2 operating system, consisting of the
    Java virtual machine, the Java platform core classes and supporting files (also known as the Java Runtime Environment or JRE). Program
    Code may include soft copy documentation, readme files, program data and such like. 
    Program Title shall mean, IBM OS/2 Runtime Environment, Java (TM) Edition, Version 1.1.7 Program Code, including version, release,
    and modification numbers. 
    Publications shall mean press releases, advertising or marketing materials, product documentation, and such like relating to an Offering. 

II. IBM's RESPONSIBILITIES

IBM will provide you with one copy of the Program Code.

III. YOUR RESPONSIBILITIES

    You shall include the Program Code only in your Offerings that add substantial value to the Program Code by integrating, embedding, or
    packaging the Program Code with your own software, so that the primary advertised purpose of your Offering is other than to specifically
    license or market the Program Code. 
    You shall not reverse assemble, reverse compile, or otherwise translate the Program Code. 
    You will incorporate all Maintenance Modifications made available to you into your Offerings as quickly as reasonably possible. 
    You shall ensure that your Distributors agree to act in a manner consistent with your obligations under this Agreement, and you shall make
    reasonable commercial efforts to enforce such agreements. 
    Where the Program Code supplied to you passes a Java compatibility test suite, it is your responsibility to ensure that your Offering
    including the Program Code is still able to pass this test suite: 
        You shall not delete any of the Java Runtime Environment binaries (e.g., "\bin\*.exe*" or "\bin\*.dll*" or "\dll\*.dll*"); 
        You shall not modify the contents of "\lib\rt.jar" or "\lib\i18n.jar"; 
        You shall not delete or modify any of the "\lib\*.prp" files or the "lib\security\java.sec" file; or 
        You shall not ship or use classes in your Offering, except as contained in the Program Code, with the same name as any of the classes in
        the "rt.jar" (i.e. "sun.", "java."). 
        You shall rename the DLL's in the "\dll\" and "\bin\" directories using the supplied "renjre.cmd" tool as instructed in the "readme" file
        such that the names of the DLLs in the "\dll\" directory do not begin with "jav". This is to avoid conflict with names of DLL's in the
        IBM OS/2 Developer Kit, Java(TM) Edition or other Java Runtime Environment Licensee DLLs. 

IV. ROYALTIES

    No royalty payments are due from you to IBM for the license to the Program Code granted to you under this Agreement. 
    You are responsible for any taxes incurred by either party as a result of this license. 

V. LICENSE GRANT

Each party keeps title to its copyrights, patents and any other intellectual property rights in the Program Code and the Offerings. Unless expressly
provided in this Agreement, IBM does not grant you, your Distributors or Customers any license under IBM's copyrights, patents or other
intellectual property.

IBM grants you a nontransferable, non-exclusive, worldwide copyright license to: 

    execute, reproduce, display and perform the Program Code for your internal use to develop and produce Offerings. You will not authorize
    others to do this. 
    execute, display and perform the Program Code as part of your Offerings. You may authorize your Customers to do this, subject to an
    appropriate license agreement; and 
    reproduce copies of the Program Code as part of your Offerings and distribute them as specified to Customers directly or through your
    Distributors. You will not authorize others to do this.

Your license agreement with your Customers to authorize them to execute, display and perform the Program Code as part of your Offering, which
you will make available to IBM upon request, will: 

    allow a Customer to make one copy of your Offering for backup or archival purposes only; 
    prohibit distribution or any other copying of the Offering; 
    prohibit any reverse assembly, reverse compilation, or translation of the Program Code except as expressly permitted by law; 
    include statements that: (i) the Offering is licensed not sold, and title to the Offering is not passed to the Customer, (ii) the Offering may
    include material licensed by a third party, and you have assumed responsibility for the presence and use of the material in the Offering; and
    (iii) comply with the requirements of the Warranty section below.

You may not modify the Program Code or include an altered version of the Program Code in an Offering without prior written approval from
IBM. 

VI. TRADEMARKS AND COPYRIGHT

You shall not modify, delete, suppress, or obscure any copyright, trademark or other legal notice (whether from IBM or any third party) which
may be displayed by or included within the Program Code.

You will include written copyright and other legal notices (including notice to US Government users) in the Offering and on its packaging
sufficient to protect the intellectual property rights of IBM and its suppliers.

You recognize IBM's and Sun's ownership and title to their respective trademarks and of any goodwill attaching thereto, including goodwill
resulting from use. You will not use or attempt to register any trademark which is confusingly similar to such IBM or Sun trademarks.

On all Publications and product packaging for your Offering you will include (I) the Program Title to indicate that the Program Code is included
within the Offering, and (ii) the Java compatibility logo unless otherwise advised by IBM, ensuring that: 

    the Program Title is less prominent in the Publications than your own trade names or trademarks for the Offering, while still being
    reasonably noticeable to Customers; 
    any IBM trademarks forming part of the Program Title are acknowledged as "trademarks of IBM Corporation", and any Sun trademarks
    forming part of the Program Title are acknowledged as 
    "trademarks of Sun Microsystems Inc.". Such acknowledgments shall be no less prominent than any similar acknowledgment of your own
    trademarks; and 
    you conform to the Sun Trademark Guidelines currently available at: "http://www.javasoft.com/nav/business/trademark_guidelines.htm" 

You will use the Program Title in full without modification, unless a shortened version is expressly provided in the relevant Supplement. In this
latter case you will use the shortened version in Publications only after it has been properly introduced as an abbreviation of the full Program
Title. 

Except where expressly permitted by this Agreement, you will not make any public statements in Publications or otherwise about the Program
Code (including statements relating to performance, compatibility, or this Agreement), without prior written approval from IBM. 

VII. WARRANTY

IBM DOES NOT WARRANT THAT THE PROGRAM CODE WILL MEET THE REQUIREMENTS OF YOU OR YOUR CUSTOMERS, OR
THAT OPERATION OF THE PROGRAM CODE WILL BE UNINTERRUPTED OR ERROR FREE. THE PROGRAM CODE IS PROVIDED
"AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Your written agreements with your Customers will disclaim all implied warranties, including the implied warranties of non-infringement,
merchantability, and fitness for a particular purpose. These agreements will also limit liabilities to a reasonable amount, and inform your
Customers that your third party suppliers are intended beneficiaries of these limitations and disclaimers. 

VIII. INDEMNIFICATION

You hereby indemnify IBM against any third party claim made against IBM arising from your use or distribution of the Offering, including in
respect of any claim made concerning alleged infringement by your Offering of a third party intellectual property right or alleged
misrepresentation made by you or your Distributors in relation to an Offering, providing: (i) IBM promptly notifies you in writing of such claim,
and (ii) such claim could not also have been brought against IBM in relation to IBM's own distribution of the Program code. Under this indemnity
you will pay any reasonable settlement amounts, costs, damages or attorneys' fees incurred by IBM in relation to the third party claim.

IX. LIMITATION OF LIABILITY

Each party's liability to the other for claims relating to this Agreement for any cause whatsoever regardless of the form of action is limited to
$100,000.00 (one hundred thousand dollars). 

In no event will either party be liable to the other for economic consequential damages (including lost profits or savings) or incidental damages,
even if informed they may occur. Under no circumstances will IBM indemnify you or be liable for any of the following: 

    third party claims against you for losses or damages; 
    claims arising from the use of the Program Code for medical applications, aircraft operation and navigation, or with nuclear materials or
    other hazardous activities. 

X. TERM AND TERMINATION

This Agreement shall begin on the date when you accept the Agreement by downloading the Program Code and shall have an initial term of one
year unless terminated sooner by one of the parties. 

You may terminate your license to the Program Code at any time by destroying all of your copies of the Program Code.In addition IBM may
terminate your license to the Program Code if you fail to comply with all the terms and conditions of this Agreement. Upon termination, you agree
to destroy all of your copies of the Program Code.

Either party may terminate this Agreement effective on notice to the other party when that other party:

    becomes insolvent, becomes subject of any proceedings seeking relief under any laws relating to insolvency, or begins liquidation,
    dissolution, or winding up of its business; 
    consolidates, merges, sells, leases, exchanges or transfers 50% or more of its assets or otherwise changes control; 
    acts or fails to act in a way that is so serious as to warrant immediate termination. 

IBM may terminate this Agreement effective on notice to the other party if this Agreement is found to conflict with any existing contractual
commitment by IBM, providing that IBM shall first try to find a mutually acceptable resolution.

XI. GENERAL

    Each party is an independent contractor. Neither party is, nor will claim to be, a partner or agent of the other. Neither party will assume or
    create obligations for the other except as expressly permitted by this Agreement. Each party is responsible for the direction and
    compensation of its employees. 
    Each party may have similar agreements with others. Each party may develop, manufacture, acquire and market competitive products and
    services and conduct its business in whatever way it chooses provided there is no conflict with this Agreement. 
    If a need arises for one party to disclose confidential information, this will be done under a signed confidentiality agreement. All other
    information exchanged under this Agreement is non-confidential. 
    Neither party relies on any promises, inducements, or representations made by the other or expectations of more business dealings beyond
    those contained in this Agreement. 
    Each party will comply with all applicable laws and regulations at its own expense, including export and import provisions. 
    For a change to be valid, you and an authorized IBM representative must sign it. 
    All obligations and duties, which by their nature, survive the expiration or termination of this Agreement, shall remain in effect beyond any
    such expiration or termination. 
    If any provision of this Agreement is unenforceable at law, the rest of the provisions remain in effect. The headings of this Agreement are for
    reference only and will not affect the meaning or interpretation of this Agreement. 
    Neither party shall be liable for any delay or failure due to acts of nature, public enemy, strikes, or other force majeure. 
    Failure to insist on strict performance or to exercise a right when entitled under this Agreement does not prevent a party from doing so later
    for that breach or for a future one. 
    You may not assign or transfer this Agreement or your rights under it or delegate or subcontract your obligations without IBM's prior written
    approval. 
    Neither party will bring a legal action against the other more than two years after the cause of action arose, except for actions to enforce
    intellectual property rights, or obligations under Indemnification and Limitation of Liability. Both parties will act in good faith to resolve
    disputes. Each party waives its rights to a jury trial in any resulting litigation. Litigation will only be commenced in the State of New York.
    This Agreement is governed by the laws of the State of New York 

XII. SERVICE AND SUPPORT

If you are entitled to defect support for the Program code pursuant to the IBM Solutions Developer Program you should contact their service
through your normal method of access or they can be contacted on the web at www.developer.ibm.com. 

If you have purchased a service contract (i.e., IBM's Personal Systems Support Line or equivalent service by country), the terms and conditions of
that service contract will determine what services, if any, you are entitled to receive with respect to the Program Code.

In addition, you can report suspected Program defects via fax, mail or electronically (where available). A defect is defined as a code error that
causes one of the following: (1) data corruption, (2) regression of supported function, major application or device driver compatibility error, (3)
frequent trap or system hang, (4) serious visual problem or (5) a significant portion of hardware or software environment is nonfunctional. IBM
will review your defect report and, if IBM, in its sole discretion, determines that corrective code is required, IBM may issue corrective code in the
form of a FixPak or Program refresh. IBM does not guarantee that all defects can or will be corrected. The foregoing defect support is planned to
be available for one year after a follow-on release of this Program is made generally available or for a period of two years following the Program's
general availability, whichever comes sooner. Please refer to your OS/2 documentation for information on how to report suspected program
defects.

IBM reserves the right to modify or withdraw the above referenced support at any time.

XIII. COUNTRY UNIQUE TERMS

The following terms and conditions may replace or modify the terms and conditions set forth above if you acquired the Program Code in any of
the countries set forth below. 

    AUSTRALIA: 

    Warranty (Section VII): The warranties specified in this Section are in addition to any rights you may have under the Trade Practices Act or
    other legislation and are limited only to the extent permitted by the applicable legislation. 

    Limitation of Liability (Section IX): The following paragraph is added to this Section: Where IBM is in breach of a condition or warranty
    implied by the Trade Practices Act 1974, IBM's liability is limited to: (a) where IBM supplied services, the cost of having services supplied
    again; or (b) where IBM supplied goods, the repair or replacement of the goods, or the supply of equivalent goods. Where that condition or
    warranty relates to right to sell, quiet possession or clear title, or the goods are of a kind ordinarily acquired for personal, domestic or
    household use or consumption, then none of the limitations in this paragraph apply. 

    NEW ZEALAND: 

    Warranty (Section VII): The warranties specified in this Section are in addition to any rights you may have under the Consumer Guarantees
    Act 1993 or other legislation which cannot be excluded or limited. The Consumer Guarantees Act 1993 will not apply in respect of any goods
    or services which we provide, if you require the goods and services for the purposes of a business as defined in the Act. 

    Limitation of Liability (Section IX): The following paragraph should be added to this Section: Where products or services are not acquired
    for the purposes of a business as defined in the Consumer Guarantees Act 1993, the limitations in the Section are subject to the limitations in
    that Act. 

    GERMANY: 

    Warranty (Section VII): The warranty for any IBM Program covers the functionality of the Program for its normal use. In case a Program is
    delivered without specifications, IBM will only warrant that the Program information correctly describes the Program and that the Program
    can be used according to the Program information. The minimum warranty period is six months.

    Limitation of Liability (Section IX): The limitations and exclusions specified in the Agreement will not apply to damages caused by us with
    intention or gross negligence. IBM is liable for assured characteristics. 

    IRELAND: 

    Warranty (Section VII): Except as expressly provided in these terms and conditions, all statutory conditions, including warranties implied,
    but without prejudice to the generality of the foregoing all warranties implied by the Sale of Goods Act 1893 or the Sale of Goods and
    Supply of Services Act 1980 are hereby excluded. 

    ITALY: 

    (Limitation of Liability (Section IX): The clause is replaced by the following: Unless otherwise provided by mandatory law, IBM is not
    liable for any damages which might arise. 

    UNITED KINGDOM: 

    Limitation of Liability (Section IX): Add the following paragraph at the end of the first paragraph: The limitation of liability will not apply
    to any breach of IBM's obligations implied by Section 12 of the Sales of Goods Act 1979 or Section 2 of the Supply of Goods and Services
    Act 1982. 

THE PARTIES ACKNOWLEDGE THAT EACH HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND
BY ITS TERMS AND CONDITIONS. THIS AGREEMENT AND ANY SUPPLEMENTS HERETO ARE THE COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, AND SUPERSEDE ALL PREVIOUS ORAL AND
WRITTEN COMMUNICATIONS OR UNDERSTANDINGS RELATING TO THE SUBJECT MATTER HEREOF.

