END-USER LICENCE AGREEMENT FOR ARAXIS MERGE 2001 SOFTWARE v6.0 EVALUATION EDITION

IMPORTANT - READ CAREFULLY: This Araxis End-User Licence Agreement 
("EULA") is a legal agreement between you (either an individual, a 
firm or a single entity) and Araxis Ltd for the Araxis software 
product identified above, which includes computer software and may 
include associated media, printed materials, and "online" or 
electronic documentation ("SOFTWARE PRODUCT"). The SOFTWARE PRODUCT 
also includes any updates and supplements to the original SOFTWARE 
PRODUCT provided to you by Araxis. Any software provided along with 
the SOFTWARE PRODUCT that is associated with a separate end-user 
licence agreement is licensed to you under the terms of that licence 
agreement. By installing, copying, downloading, accessing, or 
otherwise using the SOFTWARE PRODUCT, you agree to be bound by the 
terms of this EULA. This EULA is granted for a trial period to
use the SOFTWARE PRODUCT for evaluation purposes only. 
If you do not agree to the terms of this EULA, do not install or use
the SOFTWARE PRODUCT.

SOFTWARE PRODUCT LICENCE. The SOFTWARE PRODUCT is protected by 
copyright laws and international copyright treaties, as well as other 
intellectual property laws and treaties. The SOFTWARE PRODUCT is 
licensed, not sold.

1. GRANT OF LICENCE. This EULA grants you the following rights:

*	Applications Software. You may install, use, access, display, 
run, or otherwise interact with ("RUN") copies of the SOFTWARE PRODUCT,
on an unlimited number of computers, workstations, terminals, handheld PCs,
pagers, "smart phones," or other digital electronic devices ("COMPUTER").
You shall on any request from Araxis certify, in writing to Araxis, the
number of copies of the SOFTWARE PRODUCT which you have made and/or are
in your possession or control.

*	Storage/Network Use. You may also store or install a copy of 
the SOFTWARE PRODUCT on a storage device, such as a network server, 
used only to RUN the SOFTWARE PRODUCT on your other COMPUTERS over an 
internal network.

*	Reservation of Rights. All rights not expressly granted are 
reserved by Araxis.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

*	Not for Resale Software. If the SOFTWARE PRODUCT is labelled 
"Not For Resale" or "NFR," then, notwithstanding other sections of 
this EULA, your use of the SOFTWARE PRODUCT is limited to use for 
demonstration, test, or evaluation purposes and you may not resell, 
or otherwise transfer for value, the SOFTWARE PRODUCT.

*	Limitations on Reverse Engineering, Decompilation, and 
Disassembly. You may not reverse engineer, decompile, or disassemble 
the SOFTWARE PRODUCT, (for the purposes of overriding the time limited
cut-out software or otherwise) except that you may decompile the SOFTWARE 
PRODUCT only to the extent permissible by law where this is 
indispensable to obtain the information necessary to achieve the 
interoperability of an independently created program with the 
SOFTWARE PRODUCT or with another program and such information is not 
readily available from Araxis or elsewhere.

*	Limitations on Use. Except as permitted by this EULA, you may 
not nor permit others to use, copy or transfer the SOFTWARE PRODUCT; 
rent, loan, lease, sub-license or otherwise deal in the 
SOFTWARE PRODUCT; alter, adapt, merge, modify or translate the SOFTWARE 
PRODUCT in any way for any purpose, including, without limitation, for 
error correction; remove, change or obscure any product identification 
or notices of proprietary rights and restrictions on or in the SOFTWARE 
PRODUCT. You may (a) give exact copies of the current version of the
SOFTWARE PRODUCT to any other person, firm or single entity, except for
the purpose of extending their 30 day evaluation period;  (b) distribute
exact copies of the SOFTWARE PRODUCT through electronic channels; and
(c) make as many exact copies of the current version of the SOFTWARE
PRODUCT for the purposes of such personal or electronic distribution. 
You may not change, or request donations, for any such distribution. Araxis
may in its absolute discretion revoke these distribution rights at any time
for any reason whatsoever.

*	Separation of Components. The SOFTWARE PRODUCT is licensed as a 
single product. Its component parts may not be separated for use on more 
than one COMPUTER.

*	Trademarks. This EULA does not grant you any rights in 
connection with any trademarks or service marks of Araxis.

*	Support Services. Araxis may provide you with support services 
related to the SOFTWARE PRODUCT ("Support Services"). Use of Support 
Services is governed by the Araxis policies and programs described in 
the user manual, in "online" documentation, and/or in other 
Araxis-provided materials. Any supplemental software code provided to 
you as part of the Support Services shall be considered part of the 
SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. 
With respect to technical information you provide to Araxis as part of 
the Support Services, Araxis may use such information for its business 
purposes, including for product support and development. Araxis will 
not utilize such technical information in a form that personally 
identifies you.

*	Software Transfer. The initial licensee of the SOFTWARE PRODUCT 
may make a one-time permanent transfer of this EULA and SOFTWARE 
PRODUCT only directly to an end user. This transfer must include all of 
the SOFTWARE PRODUCT (including all component parts, the media and 
printed materials, any upgrades, this EULA, and, if applicable, the 
Certificate of Authenticity). Such transfer may not be by way of 
consignment or any other indirect transfer. The transferee of such 
one-time transfer must agree to comply with the terms of this EULA, 
including the obligation not to further transfer this EULA and SOFTWARE 
PRODUCT.

*	Termination. Your licence is effective upon your acceptance of
this EULA and installing the SOFTWARE PRODUCT. Unless terminated earlier
under the terms of this EULA this EULA will be for a trial period of 30 days
commencing from the installation of the SOFTWARE PRODUCT. Thereafter, the SOFTWARE
PRODUCT shall cease to RUN due to time limited cut-out software incorporated
into the SOFTWARE PRODUCT. Please contact Araxis if you wish to purchase from
Araxis licences to use the non-evaluation editions of the SOFTWARE PRODUCT.

You may terminate this EULA at any time by destroying the SOFTWARE PRODUCT
together with all copies. Araxis may terminate this EULA if you fail to
comply with the terms of this EULA or if you become bankrupt, go into
liquidation, suffer or make any winding up petition, make an arrangement
with your creditors, have an administrator, administrative receiver or
receiver appointment or suffer or file any similar action in consequence
of debt. Upon termination, for any reason whatsoever, you must destroy all
copies of the SOFTWARE PRODUCT and all of its component parts in any form
in your possession or under your control.

3. UPGRADES. If the SOFTWARE PRODUCT is labelled or sold as an 
upgrade, you must be properly licensed to use a product identified by 
Araxis as being eligible for the upgrade in order to use the SOFTWARE 
PRODUCT. A SOFTWARE PRODUCT labelled or sold as an upgrade replaces 
and/or supplements (and may disable) the product that formed the basis 
for your eligibility for the upgrade. You may use the resulting 
upgraded product only in accordance with the terms of this EULA. If 
the SOFTWARE PRODUCT is an upgrade of a component of a package of 
software programs that you licensed as a single product, the SOFTWARE 
PRODUCT may be used and transferred only as part of that single 
product package and may not be separated for use on more than one 
COMPUTER.

4. COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT 
(including but not limited to any images, photographs, animations, 
video, audio, music, text, and "applets" incorporated into the SOFTWARE 
PRODUCT), the accompanying printed materials, and any copies of the 
SOFTWARE PRODUCT are owned by Araxis or its suppliers. All title and 
intellectual property rights in and to the content that may be accessed 
through use of the SOFTWARE PRODUCT is the property of the respective 
content owner and may be protected by applicable copyright or other 
intellectual property laws and treaties. This EULA grants you no 
rights to use such content. If this SOFTWARE PRODUCT contains 
documentation that is provided only in electronic form, you may print 
one copy of such electronic documentation. You may not copy the 
printed materials accompanying the SOFTWARE PRODUCT.

5. DUAL-MEDIA SOFTWARE. You may receive the SOFTWARE PRODUCT in more 
than one medium. Regardless of the type or size of medium you receive, 
you may use only one medium that is appropriate for your single 
COMPUTER. You may not RUN the other medium on another COMPUTER. You 
may not loan, rent, lease, or otherwise transfer the other medium to 
another user, except as part of the permanent transfer (as provided 
above) of the SOFTWARE PRODUCT.

6. BACKUP COPY. After installation of one copy of the SOFTWARE PRODUCT 
pursuant to this EULA, you may keep the original media on which the 
SOFTWARE PRODUCT was provided by Araxis solely for backup or archival 
purposes. If the original media is required to use the SOFTWARE 
PRODUCT on the COMPUTER, you may make one copy of the SOFTWARE PRODUCT 
solely for backup or archival purposes. Except as expressly provided 
in this EULA, you may not otherwise make copies of the SOFTWARE 
PRODUCT or the printed materials accompanying the SOFTWARE PRODUCT.

7. UPDATES. Araxis may, from time to time, revise or update the 
SOFTWARE PRODUCT. In so doing, ARAXIS incurs no obligation to furnish 
such revision or updates to you.

8. U.S. GOVERNMENT RESTRICTED RIGHTS. All SOFTWARE PRODUCT provided 
to the U.S. Government pursuant to solicitations issued on or after 
December 1, 1995 is provided with the commercial rights and 
restrictions described elsewhere herein.

9. DISCLAIMER OF DAMAGES. You assume responsibility for, among other 
things, (i) the selection of the SOFTWARE PRODUCT to achieve your 
intended results, (ii) the acquisition of other software (including 
any programming or operating system software) and/or equipment 
compatible with the SOFTWARE PRODUCT, and (iii) the installation, 
use and results obtained from the SOFTWARE PRODUCT.

THE SOFTWARE PRODUCT IS PROVIDED FOR THE EXCLUSIVE PURPOSE OF
EVALUATION BY YOU AND IS SUPPLIED "AS IS" AND TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, ARAXIS AND ITS SUPPLIERS DISCLAIM ALL
WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE
SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT
SERVICES.

10. LIMITATION OF LIABILITY. To the maximum extent permitted by 
applicable law, in no event shall Araxis or its suppliers be liable 
for any special, incidental, indirect, or consequential damages 
whatsoever (including, without limitation, damages for loss of business 
profits, business interruption, loss of business information, or any 
other pecuniary loss) arising out of the use of or inability to use 
the SOFTWARE PRODUCT or the provision of or failure to provide Support 
Services, even if Araxis has been advised of the possibility of such 
damages. In any case, Araxis's entire liability under any provision of 
this EULA shall be limited to the greater of the amount actually paid 
by you for the SOFTWARE PRODUCT or U.S.$5.00; provided, however, if you 
have entered into a Araxis Support Services Agreement, Araxis's entire 
liability regarding Support Services shall be governed by the terms of 
that agreement. Because some states and jurisdictions do not allow the 
exclusion or limitation of liability, the above limitation may not 
apply to you.

11. GENERAL. If any part of this EULA is held by a court or competent 
jurisdiction to be unenforceable the validity of the remainder of this 
EULA will not be affected. This EULA shall be governed by and construed 
in accordance with English law. Each party hereby irrevocably submits 
to the exclusive jurisdiction of the English Courts to resolve all 
controversies or claims of whatever nature arising out of or relating 
to this EULA.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND 
AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT 
IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU 
AND ARAXIS WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR 
WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND ARAXIS OR ARAXIS'
AGENT(S) RELATING TO THE SOFTWARE PRODUCT.
