General Terms and Conditions of
Business for the Licensing of Software
- Licensing Conditions -
(Edition 01/2001)

This Licensing Agreement specifies the terms and
conditions for you (hereinafter referred to as 'the
Licensee') to use the software of IDS Scheer AG
Saarbrìcken (hereinafter referred to as 'IDS').
On installing the software, you declare that you agree
with these terms and conditions of the Licensing
Agreement, resulting in a contract between the Licensee
and IDS containing these terms and conditions. For this
reason you are asked to read through all the following
terms and conditions of the Licensing Agreement
carefully. If you do not agree to the terms and conditions
of the Licensing Agreement you must not install the
software.
If this is the case, please return the CD-ROM or floppy
disk pack and everything supplied to you in connection
with this product to IDS. You will then be refunded with
the licence fee in full.

Terms and licensing conditions for granting rights to
use the software of IDS Scheer AG, Saarbrìcken
(Edition: 01/2001)


1. Conclusion of the Agreement and terms and
conditions of the Agreement

IDS supplies the software on the basis of these General
Terms and Conditions of Business [GTCB] and its price
lists and lists of conditions. On accepting the delivery
from IDS, the Licensee acknowledges these GTCB and
waives contrary GTCB. The same applies even if IDS has
not expressly objected to the contrary GTCB. Other terms
and conditions are not binding unless acknowledged in
writing by IDS. In such cases the IDS terms and
conditions apply in addition.


2. Subject of the Agreement

The subject of the Agreement is the software (machine
operating program in the object code) recorded on the
data carrier (floppy disk or CD-ROM) and the
appertaining software literature and documents.

The software complies with the specifications in the
documentation; IDS is not liable for any functionality
above and beyond that. The graphics in the
documentation, test programs, product and project
descriptions are not warranted qualities. Warranted
qualities require specific confirmation in writing from IDS.

IDS alone is entitled to all copyrights and trademark
rights to the software and the literature. This does not
include software parts created by third parties.


3. Rights to the product, retention of title

a) Unless stipulated otherwise in the order/Licensing
Agreement, IDS grants the Licensee a non-
exclusive right to use the contractual product
(hereinafter referred to as 'licence') for an unlimited
period. The licence is granted to the Licensee
solely to use the software at one individual
workplace.

If the Licensee is entitled to set up and use the
licensed software in his internal Intranet or also on
his Webpage, he is obliged to ensure compliance
with the agreed individual workplaces and to prove
this to IDS by means of a corresponding log.
Failure to comply with this obligation represents a
major breach of the terms and conditions of
Contract as defined in clause 10 para. 2 and
furthermore justifies extra licence fees.

b) The software must not be stored, used in any way
or installed on more than one device (hardware) at
the same time or in the network. This also includes
merely transmitting files or parts of the software to
other workplaces without having to store the
software for this purpose. If the Licensee would like
to set up, store, install or use the software on
several pieces of equipment (hardware
configurations) at the same time, he is required to
acquire a corresponding number of licences. If the
Licensee fails to comply with this, all his rights
terminate immediately without any claims to a
refund from IDS. Alternatively IDS can at its
discretion demand the licence fees accruing for the
inadmissible use.

c) The Licensee may modify, translate, reverse
engineer, decompile or disassemble the software
provided, the appertaining literature and
information only with the prior written consent of
IDS. None of the protected marks contained in the
software or in the literature and data carriers
licensed such as copyright marks, trademarks and
other proprietary rights may be altered or removed.

d) IDS reserves the publishing, processing and
exploitation rights to the software.

e) If the licensed software is equipped with copy
protection or another protection routine (softkey),
the Licensee is obliged to use the software only in
conjunction with this softkey and not to use any
bypass program.
This softkey may only be removed if it would
adversely affect or impair the trouble-free use of
the software. The burden of proof resides with the
Licensee.
Copyright marks and trademarks, serial numbers
and other features designed to identify the software
must not be removed or modified under any
circumstances.

f) As far as software from other manufacturers is
concerned, their special provisions partially apply.
For this software, IDS generally conveys only such
rights as are necessary for the programs to be
used in conjunction with the IDS software.
Generally this does not include a right to transform
or transmit the software.

IDS draws the Licensee's attention to the fact that
this Licensing Agreement is based on a fixed
hardware configuration that can also be provided
by third parties. In a particular case, IDS will
communicate this to the Licensee if so requested.
The Licensee is not permitted to deviate from this.

g) IDS reserves the right of property to the contractual
objects (e.g. data carriers, manuals and other
literature) until all its accounts receivable arising
from the Agreement have been settled in full. The
Licensee is required to inform IDS immediately of
third-party access to the reserved title goods and to
inform third parties of IDS's rights.


4. Duplication rights

a) In principle the duplicating of the software or parts
thereof is not permitted. The Licensee is however
entitled to produce a backup copy of the licensed
software. The Licensee is further entitled to
duplicate machine-readable material, provided this
is necessary for contractual use. A backup copy on
a portable data carrier must be marked as such.

b) Literature, documents etc. provided in printed form
may be duplicated without the express consent of
IDS only for the Licensee's own purposes. Extra
copies of the documentation can be purchased
from IDS and paid for separately.

c) Duplicates of the software or the literature must be
marked with IDS's copyright marks and trademarks.


5. Assigning rights of use

a) In principle the Licensee may assign the software
to third parties, but may not lease it out. The
software may be assigned on condition that the
Licensee ceases to use it. Assignment of the
software is also subject to the proviso that prior
written approval is obtained from IDS, which IDS
shall not refuse unreasonably.

b) Furthermore, the third party acquiring the rights of
use must sign a written undertaking declaring
agreement with these terms and conditions of
licence applying to him.
This declaration must be presented to IDS before
the assignment.

c) The Licensee is further obliged to inform IDS of the
name and complete address of the new Licensee
once written approval has been obtained from IDS.

d) In the event of the rights of use being passed on, the
Licensee is required to hand over all the software
copies including any backup copies made and all
appertaining literature (manual, etc.) along with all
copies or to destroy the copies not handed over and
delete all software or parts of software copied onto
hardware (e.g. hard disk, streamer) and provide
evidence to this effect.

The third party is not entitled to exercise the
contractual rights of use until the Licensee has
declared in writing to IDS that he has passed on all
original software copies and literature to the third
party and has deleted all the copies he made
himself. Clause 10 below applies accordingly.

e) In consequence of the transfer, the former
Licensee loses any right to use the software.


6. Compensation for breach of contract

IDS draws the Licensee's attention in particular to the fact
that he is liable for all loss or damage due to
infringements of industrial property rights, especially
copyright or trademark rights, sustained by IDS arising
from a breach of these contractual provisions by the
Licensee.


7. Software maintenance

a) The software will be maintained conditionally,
subject to a software maintenance contract that
may be concluded on the basis of IDS's standard
software maintenance contracts.

b) Without such a contract, IDS is not obliged to
maintain the software, nor in particular to create
updates for the future.


8. Warranty

a) IDS guarantees that the software possesses the
function and performance features described in the
manual enclosed with the software and the version
of the service specification valid when delivered
and made available to the Licensee prior to the
signing of the agreement.

b) This applies in particular to any warranted qualities
with regard to the provision of clause 2 of these
terms and conditions.

c) However, IDS accepts no guarantee for the
licensed software meeting the Licensee's
requirements and purposes or being compatible
with other programs or system environments or
operating systems selected by the Licensee, unless
this is specifically stated in the manual or service
specification.

d) Should the function and performance features of
the licensed software differ substantially from those
described in the manual or service specification,
IDS is entitled at its discretion - and also obliged,
unless this entails unreasonable expense - to opt
for a replacement delivery or rectification of the
software. The same applies to defects in the
literature supplied along with the software.

e) If IDS is not prepared or able to rectify the software
or provide a replacement delivery, or if this should
take longer than the period set by the Licensee or
should fail for other reasons, the Licensee is then
entitled at his discretion to demand a reduction in
the licence fees or to cancel the licence for the
software without notice and to demand a refund of
the licence fees.

f) The Licensee assumes the duty to examine all IDS
deliveries and services and report any defects in
accordance with  377 and 378 of the German
Commercial Code (HGB).
The Licensee shall report complaints of defects
immediately in writing to IDS, with precise details of
the problem. The Licensee is further obliged to
provide IDS with verifiable documents on the nature
and occurrence of deviations from the service
specification and to help minimise errors.

g) The warranty does not extend to defects caused by
deviations from the terms and conditions of use
designed for the software and stated in the service
specification, the manual and any other literature.

h) The Licensee shall take appropriate precautions in
case all or part of the software does not work
properly, e.g. data backup, fault diagnosis, regular
checks on the results, etc.

i) Clause 9 below applies to all claims for
compensation. All further claims are precluded.

j) Warranty claims expire 6 months after the day the
software is licensed to the Licensee.


9. Liability

a) IDS is liable without limitation for deficiencies in
title, in particular for infringement of third-party
copyright.

b) The same applies if the software lacks a warranted
quality or if the cause of loss or damage is due to
gross negligence on the part of IDS, including its
representatives or agents.

c) Nor, according to the regulations of the Product
Liability Act, is IDS's liability affected by these
provisions.

d) In the event of initial inability or subsequent
impossibility for which it is answerable, IDS is liable
for compensating the loss or damage typically
sustained.

e) If IDS should culpably fail to comply with a cardinal
duty or a major obligation, it is obliged to
compensate the Licensee for the loss or damage
typically sustained.

f) Should IDS fail to comply with other non-essential
contractual obligations by negligence, its total
liability is limited for each individual case of loss or
damage to five times the one-off licence fee to
which the failure to comply with the contractual
obligation refers.

g) IDS is liable for compensating indirect loss or
damage, consequential loss or damage and loss or
damage purely to property, i.e. for instance loss of
production, reduced production, the cost of
stoppages or loss of profit, as well as for loss or
damage arising from third-party claims (except for
claims resulting from the infringement of third-party
proprietary rights) up to five times the one-off
licence fee for each individual case of loss or
damage. This notwithstanding, to the benefit of the
Licensee IDS's liability extends further if IDS is
insured against the loss or damage in question and
provided the loss or damage is in the scope of the
insurance cover and is subject to the suspensory
condition of the insurance payment.

h) The aforementioned limitation of liability does not
apply to loss or damage due to gross negligence,
wilful intent or the absence of warranted qualities,
nor to personal injury and loss or damage caused
by infringement of third-party copyright.

i) IDS is liable for replacing data only if the Licensee
has ensured that these data can be reconstructed
at warrantable expense from machine-readable
data material.

j) This does not affect the defense of the Licensee's
contributory negligence.


10. Termination of the right of use

When the right of use terminates for whatever reason,
the Licensee shall return all deliveries and copies and
delete stored software unless he is statutorily obliged to
keep it for a longer period. The Licensee shall assure IDS
in writing that this has been done.

If the Licensee should fail to comply with a major
condition of this agreement, IDS is entitled to terminate
the Licensee's rights to use the software with immediate
effect by a unilateral written statement. In this case the
Licensee cannot make any counterclaims.


11. Applicable legislation

The only legislation applicable to this Licensing
Agreement and the resultant legal relations between the
Parties is the law of the Federal Republic of Germany,
with no recourse to the provisions of German private
international laws. The application of the laws of a third
state, including its provisions on private international laws
and the application of the UN Convention of Contracts of
the International Sale of goods (CISG) is expressly
precluded.


12. Place of jurisdiction

If the Licensee is a trader, public law corporation or a
special fund under public law, the court with jurisdiction
for all disputes arising from the Licensing Agreement is
the court of the head office of IDS.

Otherwise the statutory provisions apply.


NOTE:

This software contains program parts created by third
parties.
The respective proprietor is entitled to copyright and
trademark rights.

If other software is supplied with the subject of the
Agreement, irrespective of whether it is necessary
for the use of the subject of the Agreement or not,
there is no contractual relationship between IDS and
the Licensee relating to the other software. Legal
relations relating to the other software can only
materialise between the Licensee and the legal
proprietor of said software. The Licensee is obliged
as and when appropriate to enter into independent
agreements with the respective legal proprietor of
this software.