EVALUATION SOFTWARE LICENSE AGREEMENT

Open Systems Management

In these terms (together with the Order (as defined below) hereinafter referred to as the "Terms") "OSM" or "we/us" means Open Systems Management Ltd. with offices at 9 Millars Brook, Molly Millars Lane, Wokingham, Berks. RG41 2AD, United Kingdom; "Customer" or "you" means the customer whose details are given on an evaluation request submitted to OSM by such customer in the form accepted by OSM in accordance with its terms (the "Order"); "Effective Date" shall be the date of acceptance of the Order by OSM; "Software" means the OSM software identified in the Order; "Documentation" means the manuals, user guides and education materials on any medium relating thereto; and "the parties" means OSM and you. The Terms apply to all evaluations of OSM software by you and shall apply in place of and prevail over any other terms and conditions.

1. Temporary License Grant. Subject to acceptance of Customer's evaluation request by OSM, OSM grants Customer and Customer accepts a temporary, personal, non-transferable and nonexclusive right to use the Software and Documentation at Customer's own facility for evaluation purposes. There shall be no fee for this license.

Such grant does not include and specifically excludes the following rights (a) to make copies of the Software or Documentation; (b) to sublicense the Software or Documentation or any part thereof; (c) to furnish the Software and Documentation to third parties; or (d) to create or attempt to create, by reverse engineering or otherwise, the source code or any part thereof from any Software or Documentation or from other information made available under these Terms or otherwise.

2. Acceptance. OSM's acceptance of Customer's evaluation request shall be effective only where such acceptance is notified to Customer by OSM in accordance with Article 8.

3. Term. An agreement pursuant to these Terms shall become effective on the Effective Date and shall expire sixty (60) days thereafter or may be terminated upon written notice by either party to the other, whichever occurs first. Upon expiration or termination of such agreement, Customer shall immediately discontinue all use of the Software. Additionally, within ten (10) days after such expiration or termination, Customer shall either transmit to OSM all copies of the Software and Documentation in its possession, custody or control, or destroy all such copies and certify to OSM in writing that such destruction has taken place.

4. Confidentiality. Customer agrees to hold all parts of the Software and Documentation in confidence for OSM. Customer further agrees that it shall not disclose any portion of the Software or Documentation, including methods or concepts utilized therein, to anyone except Customer employees to whom such disclosure is necessary to the evaluation process. Such obligations of confidentiality shall not apply to any portion of the Software and Documentation which (a) is now or may in the future be placed in the public domain other than by an act attributable to Customer; (b) is lawfully received from a third party that has the unrestricted right to make such a disclosure; (c) can be documented by Customer as having been developed by or on behalf of Customer by individuals who have not had either direct or indirect access to the Software or Documentation; or (d) is disclosed with the prior written approval of OSM. The obligations of this clause shall survive expiration or termination of any agreement pursuant to these Terms.

5. No Warranty. The Software and Documentation are provided with no warranty of any kind, express or implied, including the warranties of title, merchantability or fitness for a particular purpose.

6. Limitation of Liability. IN NO EVENT SHALL OSM BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR LOSS, DAMAGE OR INJURY TO PERSON OR PROPERTY ARISING OUT OF OR INCIDENT TO THE PERFORMANCE OF AN AGREEMENT PURSUANT TO THESE TERMS, INCLUDING WITHOUT LIMITATION ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER SUCH LIABILITY IS BASED UPON CONTRACT, TORT, NEGLIGENCE OR OTHER LEGAL THEORY.

7. Nonassignment. Neither an agreement pursuant to these Terms nor any rights granted thereunder shall be assignable or otherwise transferable, in whole or in part, by Customer without OSM's prior written consent.

8. Notice. Any notices permitted or required under these Terms shall be deemed to have been duly given if in writing and delivered personally or mailed first class, registered or certified mail to the party's address first written in the Terms, or by facsimile transmission or email subject to proof of sending of the same.

9. Governing Law. An agreement pursuant to these Terms shall be governed by and construed in accordance with the internal, local laws of England and Wales, except those laws related to choice or conflict of law.

10. Entire Agreement. These Terms set forth the entire agreement and understanding between the parties as to the subject matter hereof and merge all prior discussions between them. Neither of the parties shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter other than as expressly provided in these Terms or as duly set forth on or subsequent to the Effective Date in writing and signed by an authorized representative of the party to be bound thereby.