License

C-Index/II is shipped with a shrinkwrap license which permits a user to evaluate the product. C-Index/II is also shipped with an Object Code Distribution License Agreement, which must be signed by the developer and countersigned by Trio Systems LLC. It provides for the use of the product by an individual programmer and for the limited, royalty-free distribution of applications which incorporate C-Index/II subject to the terms of the Object Code Distribution License.

The following is a sample Object Code Distribution License Agreement shipped as of 7/10/97. Trio Systems LLC reserves the right to change the terms of the agreement shipped at a later date. Please carefully review the actual agreement which accompanies your shipment.

THIS AGREEMENT is made as of the date written below between Trio Systems LLC, a California limited liability company ("Licensor") and _______________________, a _____________________________________ ("Licensee").

RECITALS

Licensee is a developer of computer software and desires a license from Licensor to incorporate Licensor's C-INDEX/II computer software program into one or more computer software programs developed by Licensee ("Licensee's Programs") and distribute Licensee's Programs to end-users. C-INDEX/II, as modified and enhanced by Licensee, and any derivative of C-INDEX which is developed by Licensee pursuant to this Agreement is hereinafter collectively referred to as "C-INDEX."

Therefore, the parties agree as follows:

AGREEMENT

I. SCOPE OF RIGHTS GRANTED

C-INDEX is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. C-INDEX is licensed pursuant to the terms and conditions of this Agreement, not sold. The license granted is non-exclusive. All rights not expressly granted to Licensee are reserved by Licensor. Subject to the foregoing and the other terms and conditions of this Agreement, Licensor grants Licensee the following non-exclusive rights:

1. In accordance with the reporting provisions of Article IV hereof, Licensee shall designate such individual programmers within Licensee's organization to use C-INDEX for the purpose of developing Licensee's Programs and shall maintain during the term of this Agreement accurate written records of the identities of the programmers so designated by Licensee from time to time. Licensee may make and use copies of C-INDEX for the purposes described in this Section and may install copies of C-INDEX on Licensee's computers, provided that the programmers for which Licensee pays the Individual Programmer License Fees (as defined in Section 1 of Article III below) are the only individuals using C-INDEX for the purposes described in this Section. The license granted by this Article is non-transferrable from person to person unless the original individual designated by Licensee leaves or is reassigned.

2. Licensee may modify, enhance, and incorporate C-INDEX in object code form only, in whole or in part, into one or more of Licensee's Programs.

3. Licensee may distribute Licensee's Programs, with C-INDEX incorporated therein in object code form only, to users.

II.   TITLE AND LIMITATIONS

1. C-INDEX and all enhancements and improvements to and derivatives of C-INDEX are proprietary to Licensor and title thereto and to all source code thereof remains in Licensor. All applicable rights to patents, copyrights, trademarks, trade secrets and other proprietary rights arising under United States law, laws of any state, including the State of California, and international conventions in C-INDEX are and shall remain in Licensor.

2. Licensee may not use C-INDEX in whole or in part to develop any computer software which is intended for use in any application, the proper performance of which is likely to be critical to personal health or safety. By way of illustration and not limitation, C-INDEX may not be used in medical diagnostic software.

3. Licensee shall not remove any copyright notice embedded in C-INDEX. Licensee will cooperate with Licensor in protecting Licensor's copyright and other legal rights in C-INDEX.

4. Licensee shall indicate on the packaging or documentation of Licensee's Programs that it incorporates C-INDEX.

5. Licensee shall not (a) incorporate or distribute C-INDEX in any computer software which contains a programmable interface, such as (by way of illustration and not limitation) DDE, OLE, ODBC, Class Library, DLL, or RPC (hereinafter called a "Programmable Interface"); (b) sell or distribute any computer software which permits the use of a Programmable Interface which calls C-INDEX in any other computer software, whether or not manufactured, sold or distributed by Licensee; or (c) distribute any of the source code of C-INDEX to any person or legal entity. A violation of any of the restrictions contained in this Section 5 constitutes a non-curable, material breach of this Agreement.

III.   LICENSE FEES

1. The license fee (the "Licensee Fee") payable by Licensee is computed in accordance with Licensee's standard Schedule of Rates in effect on the date of this Agreement, a copy of which has been furnished by Licensor or attached hereto.

2. Except for the License Fees, no additional royalty or license fee is payable on account of the distribution of copies of Licensee's Programs incorporating C-INDEX in whole or in part, in accordance with the terms and conditions of this Agreement.

IV.   COMPLIANCE AND LATE PAYMENTS

1. Licensee shall provide to Licensor, upon Licensor's request from time to time, with a written statement from Licensor of the titles of Licensee's Programs which incorporate C-INDEX, and if further requested by Licensor, with one copy of each of such Licensee's Programs, without charge, for the purpose of enabling Licensor to monitor Licensee's compliance with this Agreement.

2. Licensor, and its duly authorized representatives, shall have the right, on reasonable notice to Licensee and during normal business hours, to inspect and audit Licensee's records required to be maintained by Licensee pursuant to this Agreement, including those records pertaining to the programmers designated by Licensee pursuant to the provisions of Section 1 of Article I.

3. All payments due hereunder which are not made when due (time being of the essence) shall bear a late fee until paid of 1.5% per month, but not to exceed the highest late fee allowable by law.

V.   LIMITED WARRANTY

Licensor warrants to Licensee that for a period of ninety (90) days from the date of purchase of C-INDEX, it will perform substantially in accordance with Licensor's published documentation. If C-INDEX fails to so perform, Licensor will, at its option, either replace C-INDEX with a functionally equivalent program or refund the license fee paid.

THESE ARE YOUR SOLE AND EXCLUSIVE REMEDIES for any and all claims that Licensee may have against Licensor arising out of or in connection with C-INDEX, whether made or suffered by Licensee or another person and whether based in contract or tort. IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR DIRECT, INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES ARISING FROM THE USE OF OR INABILITY TO USE C-INDEX OR FROM ANY BREACH OF THIS WARRANTY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above exclusion or limitation may not apply to you.)

In no event shall Licensor's total liability exceed the amount of the Individual Programmer License Fee paid by Licensee to Licensor for the right to use a single copy of C-INDEX. Licensor's software pricing reflects the allocation of risk and limitations on liability contained in this Limited Liability.

VI. INDEMNIFICATION BY LICENSEE

Licensee shall indemnify and hold Licensor, its owner, representatives, and their successors, heirs and assigns, harmless and defend Licensor and such parties from any claims or lawsuits (including attorneys fees, legal costs, judgements and settlements) that arise or result from the use or distribution of C-INDEX in Licensee's Programs.

VII. TERMINATION

1. Without prejudice to any other rights of Licensor, Licensor shall have the right to terminate this Agreement immediately and without prior notice upon the commission by Licensee of a material breach of this Agreement. A breach shall be deemed "material" for purposes of this Agreement:

a. If Licensee shall fail to observe any of the limitations and restrictions contained in Sections 2 or 5 of Article II, Article VIII, or Article IX, each of which shall be deemed material, non-curable breaches; or

b. If Licensee shall fail to cure a breach of any of its other obligations under this Agreement within thirty (30) days after receiving written notice from Licensor.

2.  If Licensee continues to use C-INDEX following termination of this Agreement, such use shall be an intentional infringement of Licensor's copyright. Accordingly, upon termination of this Agreement, Licensee shall forthwith cease using and shall destroy all copies of C-INDEX in its possession, and shall remove C-INDEX from any of Licensee's Programs which remain unsold to end-users, whether or not Licensee's Programs are then in any distribution channel. For the avoidance of doubt, Licensee acknowledges that pursuant to the foregoing provision, if this Agreement is terminated, Licensee shall be required to recall and replace all of Licensee's Programs which incorporate C-INDEX.

VIII.   ASSIGNMENT AND TRANSFER

Unless permitted by the provisions of Section 1 of Article I, above, this Agreement and the license granted hereunder is non-assignable and non-transferrable except upon (a) the written agreement of the assignee or transferee, for the express benefit of Licensor, to adhere to the provisions of this Agreement, and (b) the written consent of Licensor, which consent Licensor shall not unreasonably withhold. A copy of such agreement, duly executed by the Licensee and such assignee, shall be promptly furnished to Licensor at the time of Licensee's request for Licensor's consent to the assignment.

IX. EXPORT RESTRICTIONS

Licensee represents, warrants and agrees that neither it nor its customers intend to or will, directly or indirectly, export or transmit C-INDEX or Licensee's Programs incorporating C-INDEX to any country to which such export or transmission is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission.

X. GENERAL MATTERS

1. This Agreement shall be governed by and construed under the laws of the State of California.

2. This is the entire contract between the parties and supersedes all prior negotiations and agreements, including the Prior Agreement. Unless countersigned by Licensor, no purchase order or other document or agreement furnished by Licensee shall amend or supplement this Agreement.

3. If any provision of this Agreement is held invalid or otherwise unenforceable by any Court, such Court is authorized to revise such provision in a manner as to make it enforceable and fulfill the intent and purpose of this Agreement. If such revision is determined to be impossible and the objectionable clause relates to the provisions of either Articles II or V hereof, or to Licensor's ownership of C-INDEX, this Agreement shall be terminated and the provisions of Article VII shall apply. In all other cases, such unenforceable provision shall be stricken from this Agreement and shall not affect the enforceability of the remaining provisions.

4. Any notice given hereunder shall be delivered via either certified U.S. mail, or telephone facsimile transmission ("fax") which is confirmed by regular U.S. mail, addressed to last known address of the intended recipient and deposited in the United States mail not later than 24 hours after the fax transmission. Notices shall be deemed given upon actual receipt by the intended recipient.

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