EVALUATION LICENSE AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE PROGRAM. IBM WILL ONLY LICENSE THE PROGRAM TO YOU IF YOU FIRST ACCEPT THE TERMS OF THIS AGREEMENT. REGARDLESS OF HOW YOU ACQUIRE THE PROGRAM (ELECTRONICALLY, PRE LOADED, ON MEDIA OR OTHERWISE), BY USING IT, INCLUDING WITHOUT LIMITATION STORING THE PROGRAM ON A MACHINE, YOU AGREE TO THESE TERMS:

This is an evaluation license agreement (the "Agreement") between you and International Business Machines Corporation ("IBM") for the "Program", which is defined to be: a) a beta version of IBM's VisualAge Smalltalk's Web Services implementation (or as subsequently renamed) software and associated documentation; and b) "Other Information" which may include Program specifications/plans and other related information provided to you physically, orally, or electronically.

1. IBM grants you a non-exclusive, nontransferable license to use the Program solely for the purposes of testing and evaluating the performance of the Program. The Program must not be used in your normal business production environment. You may not distribute, sublicense or otherwise transfer the Program, create derivative works, decompile, disassemble or otherwise attempt to translate or seek to gain access to the source code to the extent that code for the Program is provided in object code only. You also undertake that you will not transfer the Program, by any means, out of the country in which it is provided to you for use without IBM's prior written permission. Except as may otherwise be provided in this Agreement, you may make a reasonable number of copies of the Program in order to enable you to accomplish the objectives of this evaluation. You may not copy the Other Information without IBM's prior written permission. All copies that you make must bear the same legends and notices that appear on the original Program.
2. As the Program is still being tested and is not yet generally available, YOU UNDERSTAND THAT THE PRODUCT AND ANY LIMITED TECHNICAL SUPPORT ARE BEING PROVIDED TO YOU "AS IS" WITHOUT ANY WARRANTIES (EXPRESS OR IMPLIED) WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, PERFORMANCE OR FITNESS FOR ANY PARTICULAR PURPOSE. Furthermore, IBM, its supplier, agents and employees accept no liability for damages you may suffer as a result of the technical support provided or not provided, or your use of the Program, including any damages claimed by you, based on any third party claims. In no event will IBM, its suppliers, agents and employees be liable for any indirect, special, punitive, exemplary or consequential damages, even if IBM has been advised of the possibility of their occurrence.
3. Although IBM will try to answer technical support questions you may have regarding your use of the Program, this assistance does not obligate IBM to provide support or maintenance services for the Program.
4. IBM does not warrant or guarantee that the operability of any of your applications running with the Program will be maintained with any generally available versions of the Program or that any version of the Program will ever be made available or marketed.
5. You hereby assign to IBM all right, title, and interest (including ownership of copyright) in any data, feedback, suggestions, and written materials you provide to IBM related to your use of the Program. If IBM requires it, you will sign an appropriate document to assign such rights.
6. As your testing and performance evaluation of this Program is important to IBM, the license granted to you under this Agreement is granted without charge. Please see the included Program documentation for instructions on how to provide feedback. This Agreement is effective upon your acceptance hereof. Your license under this Agreement will end on the earlier of: a) five business days after the date when IBM makes the Program generally available, b) termination of the license in accordance with this Agreement, or c) 12/31/2002.
7. IBM may terminate your license for convenience by giving you ten (10) days prior written notice. In the event of your breach of any terms, IBM may terminate the license immediately. You must destroy the version of the Program and all copies within ten (10) days of the expiration or termination of your license.
8. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to is principles regarding conflicts of law.
9. All terms and conditions, which by their nature should survive the termination or expiration of this Agreement, shall survive. If any provision, in whole or in part, of this Agreement is declared unenforceable at law, the rest of the provision and the Agreement remains in effect.
10. This Agreement is the only understanding and agreement we have with respect to the Program. It supersedes all other communications, understandings or agreements (oral or written) that we may have had with respect to this Program prior to this Agreement. Only a written agreement signed by both of us can modify this Agreement.
11. Both parties agree that this Agreement and any written modification of this Agreement by the parties may be validly executed by means of transmission of signed facsimile.
12. Notice to U.S. Government Users. If the U.S. Government is authorized to license the Program in accordance with this Agreement, then this Agreement applies. Otherwise, the Program is subject to U.S. Government Users Restricted Rights - Use, duplication or disclosure is restricted by the terms of the GSA ADP Schedule Contract with IBM Corporation.