                             NEURON DATA, INC.
               RESTRICTED USE SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT THOROUGHLY AND CAREFULLY. BY 
INSTALLING, COPYING OR OTHERWISE USING THIS SOFTWARE YOU ARE AGREEING TO THE 
FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND 
CONDITIONS, DO NOT INSTALL, COPY OR USE THIS SOFTWARE.


Grant of License

The computer software programs and documentation ("Software") shipped with 
this license agreement ("Agreement") are the property of Neuron Data, Inc. 
("Neuron Data") and are protected by copyright laws, international copyright 
treaties, and other intellectual property laws and treaties. While Neuron Data 
continues to own the Software, your acceptance of this Agreement gives you a 
non-exclusive, non-transferable, perpetual license to use the Software only on 
the number of computers and on the combinations of computer hardware, 
operating systems, programming languages, and national languages that you have 
ordered and which are listed in Neuron Data's Invoice for the Software. Except 
as permitted by applicable law, you may use the software only in the country 
where you licensed it. 
The Software consists of Development Software, which is used to create, modify 
or enhance your own software applications ("Applications") and Deployment 
Software, which is Neuron Data Software that is used with or incorporated into 
your Applications. You must include with all your Applications the copyright 
notice and any other notices that appear in the Software and on the Software 
distribution media.

You may 
  a) use the Development Software to create and modify Applications;
  b) use the Deployment Software to run Applications for use by your 
     employees or contractors;
  c) copy the Software for back-up or archival purposes as long as the 
     copies contain all titles, trademarks, copyright notices, and any 
     restricted rights notices in the original Software.

You may not
  a) use the Software to develop applications for resale;
  b) use the Software for commercial timesharing, rental or service bureau 
     purposes;
  c) use the Software to develop Applications that are designed to develop 
     expert system development tools, graphical user interface development 
     tools, or client/server application development tools;
  d) modify, distribute, sublicense, market or sell the Software;
  e) reverse engineer, decompile, or disassemble the Software or allow any 
     third party to do so;
  f) ship, transmit, or send the Software outside the country where you 
     licensed it;
  g) assign, transfer, or delegate your rights or obligations under this 
     Agreement.


Warranties

Neuron Data warrants that for thirty days from the time you receive the 
Software, the media containing the Software will be free from material 
defects. You must report any defects to Neuron Data during the warranty 
period. Neuron Data's entire obligation for any breach of this warranty is to 
replace the media on which the Software is delivered. If, in Neuron Datas 
opinion, replacement is inadequate or impractical as a remedy, Neuron Data may 
elect to refund the license fees you have paid.

EXCEPT FOR THE FOREGOING, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF 
ANY KIND INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR 
FITNESS FOR A PARTICULAR PURPOSE. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF 
ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED 
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEURON 
DATA DOES NOT WARRANT THAT
  a) THE SOFTWARE WILL MEET YOUR REQUIREMENTS,
  b) THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR
  c) THAT ANY USE OF THE SOFTWARE WILL BE COMPATIBLE WITH ANY PLANNED OR 
     FUTURE RELEASES OF THE SOFTWARE.

NEURON DATA SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO SOFTWARE 
DEFECTS OR PERFORMANCE PROBLEMS OCCURRING AS A RESULT OF
  a) MODIFICATIONS OF OR ENHANCEMENTS TO THE SOFTWARE MADE BY ANYONE OTHER 
     THAN NEURON DATA,
  b) YOUR NEGLIGENCE OR MISUSE OF THE SOFTWARE,
  c) COMPUTER EQUIPMENT MALFUNCTION,
  d) YOUR FAILURE TO FOLLOW CORRECTIVE ROUTINES OR OPERATING INSTRUCTIONS 
     PROVIDED BY NEURON DATA, OR
  e) ANY OTHER CAUSES EXTERNAL TO THE SOFTWARE NOT ARISING BY REASON OF THE 
     FAULT OR NEGLIGENCE OF NEURON DATA.


Maintenance and Support

You may purchase maintenance and support from Neuron Data. Neuron Data has no 
other obligation to provide you with maintenance, support, updates, 
modifications, or new releases.


Term and Termination

This Agreement is effective when you accept it and remains in effect until 
terminated. You may terminate this Agreement at any time by returning, 
destroying, or erasing all copies of the Software and removing all Deployment 
Software from your Applications. This Agreement will also terminate if you
  a) fail to pay for the Software under the terms of Neuron Data's Invoice;
  b) breach the terms and conditions of this Agreement and fail to correct 
     the breach within thirty days after Neuron Data notifies you of the 
     breach;
  c) stop business operations or seek protection under bankruptcy, 
     receivership, or other similar proceeding.

Upon termination of this Agreement, you will
  a) return, destroy, or erase all copies of the Software and remove all 
     Deployment Software from your Applications;
  b) on request, certify in writing to Neuron Data that you have taken such 
     action.
Termination of this Agreement does not limit either party from pursuing any 
other remedies available to it at law or in equity. Provisions of this 
Agreement which are by their own nature continuing will survive any 
termination.


Compliance With Laws and Export Controls.

You agree to comply with all export laws, restrictions and regulations of the 
United States or applicable foreign agencies or authorities. You may not 
export, or allow the export or re-export of the Software or Application(s)
  a) in violation of any such laws, restrictions or regulations;
  b) to any Group D:1 or E:2 country, or any national of such country, 
     specified in the then current Supplement No. 1 to Part 740;
  c) in violation of the embargo provisions in Part 746 of the U.S. Export 
     Administration Regulations, or any successor regulations or supplement, 
     except in compliance with and with all licenses and approvals required 
     under applicable export laws and regulations, including without 
     limitation, those of the U.S. Department of Commerce.

You must
  a) obtain any necessary licenses and/or exemptions with respect to the 
     export from the U.S. of the Application Program;
  b) hold harmless and indemnify Neuron Data for any damages from any breach 
     of this section.


Restricted Rights

Use, duplication or disclosure by the U.S. Government is subject to 
restrictions set forth in this Agreement and in subparagraph (c)(1) of the 
Commercial Computer Software Restricted Rights clause at FAR 52.227-19; 
subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software 
clause at DFARS 252,227-7013, subparagraph (d) of the Commercial Computer 
Software Licensing clause at NASA FAR supplement 16-52.227-86; or their 
equivalent. The contractor/manufacturer is Neuron Data, Inc., 1310 Villa 
Street, Mountain View, California 94041.


Dispute Resolution

Except where injunctive relief is sought pending arbitration, any 
disagreement, dispute, or controversy shall be settled by final and binding 
arbitration pursuant to and under the then existing commercial arbitration 
rules of the American Arbitration Association in San Francisco, California, or 
such other neutral site that the parties may agree upon in writing. The 
arbitrator shall be an expert in the area of computer software and shall be 
appointed by the American Arbitration Association; the arbitrator's award 
shall be final and judgment upon any award by the arbitrator may be entered by 
the state or federal court having jurisdiction.


General

If you acquired the Software in the United States, this Agreement is governed 
by the laws of the State of California, USA. If you acquired the Software 
outside the United States, local laws may apply. Neuron Data's Invoice for the 
Software is incorporated and made a part of this Agreement; otherwise, this 
Agreement may only be modified in writing which has been signed by you and 
Neuron Data.

