
SUN MICROSYTEMS,  INC. ("SUN") IS WILLING  TO LICENSE THE JAVA (TM) API FOR
XML MESSAGING  ("JAXM"), VERSION 1.0, EARLY  ACCESS 2, PRE-RELEASE SOFTWARE
TO LICENSEE ONLY UPON  THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS
CONTAINED IN  THIS LICENSE  AGREEMENT ("AGREEMENT"). PLEASE  READ THE TERMS
AND CONDITIONS  OF THIS  AGREEMENT CAREFULLY. BY  INSTALLING THIS SOFTWARE,
LICENSEE  AGREES TO  THE TERMS  OF THIS  AGREEMENT, INDICATE  ACCEPTANCE BY
SELECTING THE "ACCEPT" BUTTON AT THE END OF THIS AGREMENT. IF LICENSEE DOES
NOT AGREE  TO ALL THE TERMS,  SELECT THE "DECLINE" BUTTON  AT THE BOTTOM OF
THE PAGE AND THE INSTALLATION PROCESS WILL NOT CONTINUE.

1.0 DEFINITIONS
1.1  "Licensed  Software" means  the  JAXM,  Version 1.0,  Early Access  2,
Pre-release Software  in binary form, any  other machine readable materials
including, but  not limited  to, libraries, source files,  header files and
data   files,  any   user  manuals,   programming  guides  and   any  other
documentation provided by Sun to Licensee under this Agreement.

2.0 LIMITED LICENSE
2.1 Sun grants to  Licensee, a non-exclusive, nontransferable, royalty-free
and  limited  license  to  use the  Licensed  Software  internally for  the
purposes  of evaluation  only. No  license is  granted to Licensee  for any
other purpose; and Licensee  may not sell, rent, loan or otherwise encumber
or transfer Licensed Software, in whole or in part, to any third party.

3.0 LICENSE RESTRICTIONS
3.1 Licensee  may not duplicate Licensed Software,  except for one (1) copy
of  Licensed Software and  only for  archival purposes. Licensee  agrees to
reproduce all copyright and any other proprietary right notices on any such
copy.
3.2 Except as otherwise  provided by law, Licensee may not modify or create
derivative works of the Licensed Software, reverse engineer, disassemble or
decompile binary portions of the Licensed Software, or otherwise attempt to
derive the source code from such portions.
3.3  No  right,  title,  or  interest  in  or  to  Licensed  Software,  any
trademarks,  service marks,  or trade  names of  Sun or Sun's  licensors is
granted under this Agreement.
3.4  Licensee  shall  have  no  right  to  use the  Licensed  Software  for
productive or commercial use.

4.0 NO SUPPORT
4.1 Sun  is under no obligation to support  Licensed Software or to provide
Licensee  with   updates  or  error   corrections  (collectively  "Software
Updates").  If  Sun,  at  its sole  option,  supplies  Software Updates  to
Licensee,  the  Software  Updates  will  be  considered  part  of  Licensed
Software, and subject to the terms of this Agreement.

5.0 LICENSEE DUTIES
5.1 Licensee agrees to evaluate and test the Licensed Software for use with
Licensee's  products  and  to  provide  feedback  to  Sun's  email  alias:
JAXM-feedback@sun.com . Sun  shall treat  any oral  or written  feedback or
results  of Licensee's  testing  of the  Licensed Software,  which Licensee
provides to  Sun as  Sun's Confidential Information  (defined in  Section 7
below).

6.0 TERM AND TERMINATION OF AGREEMENT
6.1 This  Agreement will  commence on the  date on which  Licensee receives
Licensed Software  (the "Effective Date") and  will expire ninety (90) days
from the Effective Date, unless sooner terminated as provided herein.
6.2 Either Licensee or  Sun may terminate this Agreement upon ten (10) days
written  notice  to  the  other  party.  However, Sun  may  terminate  this
Agreement  immediately should  any  Licensed Software  become, or  in Sun's
opinion  be likely  to become, the  subject of  a patent, trade  secret, or
copyright infringement claim.
6.3 Sun may terminate this Agreement immediately should Licensee materially
breach  any of  its provisions or  take any  action in derogation  of Sun's
rights to the Confidential Information licensed to Licensee.
6.4  Upon  termination  or  expiration  of this  Agreement,  Licensee  will
immediately cease use of and destroy Licensed Software, any copies thereof,
and  provide  to  Sun  a written  statement  certifying  that Licensee  has
complied with the foregoing obligations.
6.5  Rights and  obligations  under this  Agreement which  by  their nature
should  survive,  will remain  in  effect after  termination or  expiration
hereof.

7.0 CONFIDENTIAL INFORMATION
7.1 For  purposes of this Agreement,  "Confidential Information" means: (i)
business and technical information and any source or binary code, which Sun
discloses  to  Licensee  related  to  Licensed  Software;  (ii)  Licensee's
feedback based  on Licensed Software; and  (iii) the terms, conditions, and
existence of this Agreement.  Licensee may not disclose or use Confidential
Information, except for the  purposes specified in this Agreement. Licensee
will protect the Confidential Information with the same degree of care, but
not less than a  reasonable degree of care, as Licensee uses to protect its
own Confidential Information. Licensee's obligations regarding Confidential
Information  will expire  no  less than  five (5)  years  from the  date of
receipt  of the Confidential  Information, except  for any Sun  source code
which  will  be  protected in  perpetuity.  Licensee  agrees that  Licensed
Software contains Sun trade secrets.
7.2 Notwithstanding  any provisions contained in  this Agreement concerning
nondisclosure   and   non-use   of   the  Confidential   Information,   the
nondisclosure obligations  of Section 7.1 will not  apply to any portion of
Confidential Information  that Licensee can demonstrate  in writing is: (i)
now, or hereafter through  no act or failure to act on the part of Licensee
becomes, generally known to  the public; (ii) known to Licensee at the time
of  receiving  the  Confidential  Information  without  any  obligation  of
confidentiality;  (iii) hereafter  rightfully  furnished to  Licensee by  a
third  party  without  restriction  on disclosure;  or  (iv)  independently
developed by Licensee without any use of the Confidential Information.
7.3  Licensee  must  restrict  access  to  Confidential  Information  on  a
"need-to-know" basis  to its employees or contractors  with a need for this
access to perform their  employment or contractual obligations and who have
agreed  in  writing to  be  bound  by a  confidentiality obligation,  which
incorporates the protections and restrictions substantially as set forth in
this Agreement.

8.0 DISCLAIMER OF WARRANTY
8.1 Licensee acknowledges that  Licensed Software may contain errors and is
not designed or intended  for use in the design, construction, operation or
maintenance of any nuclear facility ("High Risk Activities"). Sun disclaims
any  express  or  implied  warranty  of  fitness for  such  uses.  Licensee
represents and warrants to  Sun that it will not use, distribute or license
the Licensed Software for High Risk Activities.
8.2  LICENSED  SOFTWARE  IS  PROVIDED  "AS  IS".  ALL  EXPRESS  OR  IMPLIED
CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY
OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
OR  NON-INFRINGEMENT,  ARE  DISCLAIMED,  EXCEPT  TO THE  EXTENT  THAT  SUCH
DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

9.0 LIMITATION OF LIABILITY
9.1 Licensee  acknowledges that  the Licensed Software  is experimental and
that  it may  have defects  or deficiencies,  which cannot  or will  not be
corrected by Sun. Licensee  will hold Sun harmless from any claims based on
Licensee's use  of the Licensed Software for  any purposes other than those
of internal evaluation, and from any claims that later versions or releases
of any  Licensed Software  furnished to Licensee are  incompatible with the
Licensed Software provided to Licensee under this Agreement.
9.2 Licensee  shall have the sole  responsibility to adequately protect and
backup Licensee's  data or  equipment used in connection  with the Licensed
Software. Licensee shall not  claim against Sun for lost data, re-run time,
inaccurate output, work delays or lost profits resulting from Licensee' use
of the Licensed Software.
9.3 Licensee  acknowledges that Sun  is under no obligation  to release the
Licensed Software as a Sun product.
9.4  Neither party  will  be liable  for any  indirect,  punitive, special,
incidental  or consequential damage  in connection  with or arising  out of
this Agreement, including loss  of business, revenue, profits, use, data or
other economic advantage, however it arises, whether for breach or in tort,
even if  that party has been previously advised  of the possibility of such
damage.

10.0 U.S. GOVERNMENT RESTRICTED RIGHTS
10.1  If this  Software  is being  acquired by  or  on behalf  of  the U.S.
Government or  by a  U.S. Government prime contractor  or subcontractor (at
any tier),  then the  Government's rights in the  Software and accompanying
documentation  shall be  only  as set  forth in  this  license; this  is in
accordance  with  48 C.F.R.  227.7202-4  (for Department  of Defense  (DOD)
acquisitions)   and  with   48  C.F.R.   2.101  and  12.212   (for  non-DOD
acquisitions).

11.0 GENERAL TERMS
11.1  Any action  relating  to or  arising out  of  this Agreement  will be
governed  by California  law  and controlling  U.S. federal  law.  The U.N.
Convention for the International  Sale of Goods and the choice of law rules
of any jurisdiction will not apply.
11.2  Licensed  Software  and  any  technical  data  delivered  under  this
Agreement are  subject to  U.S. export control  laws and may  be subject to
export or import regulations  in other countries. Licensee agrees to comply
strictly with  all such laws  and regulations and acknowledges  that it has
the responsibility  to obtain such licenses  to export, re-export or import
as may be required after delivery to Licensee.
11.3 It is understood  and agreed that, notwithstanding any other provision
of this Agreement, Licensee's breach of the provisions of Section 7 of this
Agreement  will cause Sun  irreparable damage  for which recovery  of money
damages would  be inadequate,  and that Sun  will therefore be  entitled to
seek timely injunctive relief  to protect Sun's rights under this Agreement
in addition to any and all remedies available at law.
11.4 Neither  party may assign or  otherwise transfer any of  its rights or
obligations under this Agreement,  without the prior written consent of the
other party,  except that  Sun may assign  this Agreement to  an affiliated
company.
11.5  This  Agreement is  the  parties'  entire agreement  relating to  its
subject matter. It supersedes  all prior or contemporaneous oral or written
communications, proposals,  conditions, representations  and warranties and
prevails  over any  conflicting or  additional terms  of any  quote, order,
acknowledgment, or other communication  between the parties relating to its
subject matter  during the term of this  Agreement. No modification to this
Agreement will  be binding, unless  in writing and signed  by an authorized
representative of each party.

LFI#95910/Form ID#011801
