
LICENSE AGREEMENT

Advantage Database Server

  (the Program)


IMPORTANT NOTICE: Read this License Agreement, including the Program
specific terms at the end of the document, (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.  If You are
obtaining this Program on a trial basis, please also see the additional
Trial License terms and conditions at the end of the Agreement.

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.

      If You are obtaining this Program through a trial license, the
      Agreement is amended with the following Trial License terms and
      conditions:

      This is a trial Agreement for the purpose of enabling You to
      evaluate the Programs for a 30 day period.  You are granted a
      non-exclusive, non-transferable license to use the Programs
      internally solely for trial and evaluation purposes.  The Programs
      may not be transferred, assigned, sublicensed or otherwise
      conveyed to another party.  If You do not elect to license the
      Programs within such trial period, this license shall expire, and
      You shall immediately cease use of the Programs and destroy or
      return to Sybase all copies of the Programs in any form.  This
      Agreement does not obligate Sybase to provide You with any
      maintenance services or any updates or new versions of the
      Programs.  Any updates or new versions provided by Sybase shall be
      subject to the terms of this Agreement.

      The Programs are provided AS IS, without any warranty whatsoever.
      SYBASE AND IT AFFILIATES DISCLAIMS ALL WARRANTIES AND CONDITIONS,
      EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED
      WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, NONINFRINGEMENT,
      AND FITNESS FOR A PARTICULAR PURPOSE.  YOU AGREE THAT THE PROGRAMS
      PROVIDED HEREUNDER ARE PROVIDED FOR EVALUATION PURPOSES ONLY AND
      NEITHER SYBASE, ITS SUBSIDIARIES NOR ANY OF ITS LICENSORS OR
      SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OR DAMAGE HEREUNDER,
      INCLUDING, WITHOUT LIMITATION, ANY INACCURACY OF DATA, LOSS OF
      PROFITS OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
      DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
      SUCH DAMAGES.  All disclaimers of warranties and limitations of
      liability shall survive any termination of this Agreement.

  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.  Acquiring the Program through a Reseller.

      i.  License to Use Program with Reseller Application.  If You are
          acquiring the Program through a reseller, You are only granted
          a non-exclusive, non-transferable right to use the Program
          with the resellers application(s), and third party
          application(s) that interoperate and are used in conjunction
          with the resellers application(s), for Your own internal
          business purposes.  Further, You may only use the Program with
          and as part of the resellers application and are prohibited
          from using the Program for application development or
          otherwise outside the scope of the license granted in this
          Agreement, and Your use of the Program is restricted to the
          licensed number of Concurrent Users consistent with Your Order
          as accepted by the reseller.

      ii. Support and Technical Services.  If You are acquiring the
          Program through a reseller, Support and Updates will be
          provided by the reseller from whom you obtained the Program,
          unless otherwise expressly agreed in writing by Sybase.

      iii.Orders and Purchase Orders.  The definition of an Order
          and a Purchase Order shall for the purposes of this
          Agreement refer to a purchase order or other
          purchase-authorizing document issued by Customer for Sybase
          products and/or services and accepted by a reseller of the
          Program, as confirmed by a reseller invoice.

    B.  Advantage Internet Connector License.  If Customer has purchased
        an Internet Connector License for the Program, Customer shall
        have the right to allow the number of Concurrent Users (for the
        Internet Connector License) specified in the applicable Order
        access a single copy of the Advantage Database Server via the
        Internet; provided that the Concurrent Users must access the
        Advantage Database Server via a web server or middleware
        software that physically interacts with the data stored in the
        Advantage Database Server, rather than accessing the data via a
        router or VPN-like product that simply routes the data between
        the remote client machine and the Advantage Database Server.
        Users accessing the Advantage Database Server via an Internet
        connection may not Use the Program to develop or modify
        applications or perform other programming tasks, and may only
        Use the Program in conjunction with Customers applications.

    C.  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.





