SPECIFIC SYSTEM SERIAL NO.______________

USAGE DESIGNATOR CODE ________________

LICENSES

Programs are copyrighted and licensed (not sold). IBM does not transfer the title to you. IBM owns all copies of the Programs, including all copies made from them.

If you are the rightful possessor of a Specific System, under each license for the Programs, IBM authorizes you to do only the following:

1. on a non-exclusive basis, use the Programs' machine-readable portion only on the Specific System designated by serial number, for which the Programs are provided. You may allow up to the number of simultaneous users of the programs as is specified by the Usage Designator Code on this Agreement. IBM licenses the Programs to only one rightful processor at a time.

2. store the Programs' machine-readable portion in, transmit it through, and display it on, machines associated with the Specific System.

3. make a back-up or archival copy of the Programs (unless Seller makes one available for your use) provided you reproduce the copyright notice and any other legend of ownership on the copy. You may use the copy only to replace the original when necessary.

For each license of the Code, IBM authorizes you to do only the following:

1. execute the Code on the Specific System;

2. make a backup or archival copy of the Code (unless Seller makes one available for your use) provided you reproduce the copyright notice and any other legend of ownership on the copy. You may use the copy only to replace the original, when necessary; and

You agree to use the Programs and Code only as authorized above. You may not do, for example, and of the following:

a. otherwise copy, display, transfer, adapt, prepare derivative works, modify or distribute the Programs or Code (electronically or otherwise);

b. reverse assemble, reverse compile, or otherwise translate the Programs or Code;

c. sublicense or assign the license for the Programs or Code; or

d. lease the Programs or Code or any copy of them.

WARRANTY

THE IBM LICENSED INCORPORATED PROGRAMS AND LICENSED INTERNAL CODE ARE PROVIDED TO YOU ON AN "AS IS" BASIS. IBM MAKES NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

IBM's entire liability and your exclusive remedy for actual damages from any cause whatsoever relating to this Agreement will be limited to $100,000. This limitation will apply, except as otherwise stated in this paragraph, regardless of the form of action, whether in contract or in tort, including negligence. This limitation will not apply to claims for bodily injury or damage to real property or tangible personal property for which IBM is legally liable.

IBM will not be liable for any damages arising from performance or nonperformance of the Seller's offerings. In no event will IBM be liable for any damages caused by your failure to perform your responsibilities. Further, IBM will not be liable for damages claimed by you based on any third party claim.

In no event will IBM be liable for any loss of, or damage to, your records or data, or for any lost profits, lost savings, incidental damages or other economic consequential, even if IBM is advised of the possibility thereof.

CHANGES TO THE TERMS

In order to maintain flexibility in our products, IBM may change the terms of this Agreement by giving you three months' written notice. However, these changes are not retroactive. They apply as of the effective date specified in the notice.

Seller is not authorized by IBM to change or modify the terms of this Agreement.

PROTECTION AND SECURITY

You will take appropriate action, by instruction, agreement or otherwise, with any person permitted access to any Programs or Code to satisfy all your obligations under this Agreement.

You will insure, before disposing of any media, that any Programs or Code contained on it has been erased or destroyed.

TRANSFER

You may transfer possession of the Programs and Code to another party only with the transfer of the Specific System. If you do so, you must (1) either give the other party all your copies of the Programs and Code or destroy them, and (2) give the other party a copy of this Agreement with the Specific System's identification information filled in below. IBM licenses the other party when it accepts these terms by initial use of the Programs and Code. These terms apply to all Programs and Code you acquire from any source.

GENERAL

You may terminate this Agreement on one month written notice to Seller. Either of us may terminate this Agreement if the other does not comply with any of its terms. Upon termination, you agree to return or destroy all copies of Programs and Code.

Neither of us will bring a legal action under this Agreement more than two years after the cause of action arose.

You may have additional rights under certain laws which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply, our exclusion or limitations may not apply to you.

All you rights, all our obligations, and all licenses (except for the Code) are valid only in the United States of America (Country Name). The laws of the State of New York govern this Agreement.

YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSED INCORPORATED PROGRAM AGREEMENT AS EVIDENCED BY YOUR SIGNATURE OR THAT OF YOUR AUTHORIZED REPRESENTATIVE BELOW.

CUSTOMER Name: ___________________________________

CUSTOMER Address: _________________________________

By /s/: ______________________________________________

Name: ______________________________________________

Title: _______________________________________________

Date: _______________________________________________

*Specific Systems Serial No.: ____________________________

*Usage Designator Code: _______________________________

The Specific System being transferred is identified as follows:

SPECIFIC SYSTEM SERIAL NUMBER: ____________________