HP9000 OFFLINE DIAGNOSTICS ENVIRONMENT LICENSE AGREEMENT

USE OF THE HP SOFTWARE IDENTIFIED ABOVE (THE "SOFTWARE") INCLUDING, WITHOUT
LIMITATION, ANY DOCUMENTATION, IS SUBJECT TO THE LICENSE TERMS SET FORTH BELOW AND
THE APPLICABLE "AS-IS WARRANTY STATEMENT" PROVIDED AS A SEPARATE DOCUMENT WHICH IS
LOCATED IN THE "ROOT" DIRECTORY OF THE PHYSICAL MEDIA ON WHICH THE SOFTWARE HAS
BEEN PROVIDED. YOU SHOULD READ ALL THE TERMS OF THIS AGREEMENT CAREFULLY.  USING
THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE LICENSE TERMS.  IF YOU DO NOT
ACCEPT THESE LICENSE TERMS, YOU MAY RETURN THE SOFTWARE FOR A FULL REFUND.  

IF YOU ARE AGREEING TO THE TERMS OF THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR
PRINCIPAL, THE LICENSE GRANTED AND THE APPLICABLE RESTRICTIONS AND LIMITATIONS
APPLY TO YOUR EMPLOYER OR PRINCIPAL AS WELL AS TO YOU AS AN AGENT OF YOUR EMPLOYER
OR PRINCIPAL. SHOULD YOU CEASE WORKING FOR YOUR EMPLOYER OR PRINCIPAL, YOUR
EMPLOYER OR PRINCIPAL MAY CONTINUE TO OPERATE UNDER THIS AGREEMENT.

LICENSE TERMS

1. LICENSE GRANT 
HP grants Customer a non-exclusive, non-transferable, worldwide license to store,
load, install, execute and display (collectively, "Use") the object code version
of the Software on Customer's computers running on Customer's premises for the
limited purpose of enabling Customer to internally test and evaluate an HP-branded
PA-RISC platform. Customer may permit it's designated third party support services
provider to Use the Software on Customer's premises solely in support of Customer's
computer systems provided that such designee has no other rights whatsoever in or
to the Software.  HP does not grant the Customer any rights to use the Software
for external or other commercial use and no other license of any kind, either
express or implied, is granted.

2.GENERAL TERMS FOR THE SOFTWARE

a)Software is owned and copyrighted by HP or by third party suppliers. Customer's
license to Use the Software confers no title or ownership and is not a sale of any
rights in the Software. Third party suppliers are intended beneficiaries under this
Agreement and may protect their rights in the Software directly against the Customer.

b)You have no right to rent, lease, time share, or otherwise transfer the rights to
the Software without the written consent of the owner of the Software. Customer may
only make copies or adaptations of the Software for archival purposes or when
copying or adaptation is an essential step in the authorized Use of the Software on
a backup computer or device, provided that copies and adaptations are used in no
other manner and provided further that the Use on the backup computer or device is
discontinued when the original or replacement computer or device becomes operable.
Customer may not copy the Software onto any public or distributed network. Customer
may not copy the Software onto any bulletin board or similar system.

c)Customer must reproduce all copyright notices and other proprietary legends in or
on the original Software on all permitted copies or adaptations. You may not remove
from the Software, or alter, any of the trademarks, trade names, logos, patent or
copyright notices or markings, or add any other notices or markings to the Software. 

d)HP shall have no obligation to provide support for the Software. This license does
not entitle you to receive upgrades, updates or technical support. HP reserves the
right to require additional licenses and fees for Use of the Software on a different
computer or device, or on the class or series of equipment.

e)Customer will not modify, disassemble, decompile, decrypt, or otherwise attempt to
access or determine the source code of the Software without HP's prior written
consent.  Where Customer has other rights under statute, Customer will provide HP
with reasonably detailed information regarding any intended disassembly or
decompilation. Customer will not decrypt the Software unless necessary for
legitimate use of the Software. 

f)HP may terminate Customer's license to Use the Software upon notice for failure to
comply with any applicable Software license terms or at any time for any reason
whatsoever. Immediately upon termination, all copies of the Software will be
destroyed or returned to HP. Customer shall remove, destroy or return to HP all
copies of the Software that are merged into adaptations, except for individual
pieces of data in Customer's database. With HP's prior written consent, one copy of
the Software may be retained subsequent to termination for archival purposes.

g)The Software may be only compatible with certain hardware platforms and/or
operating systems. Customer acknowledges and agrees that Customer has the sole
responsibility to independently obtain and independently license and/or acquire the
system requirements.

h)HP, or its designee(s), shall, during regular business hours at Customer's offices
and in such a manner that does not interfere with Customer's normal business
activities, have the right to inspect and audit, or have an inspection and audit, of
the number of copies of Software Used by Customer, the computers on which the
Software, if any, is installed and the number of users Using any such Software.
HP's audit rights shall not terminate or expire until three (3) years after
termination or expiration of this Agreement.

i)If the Software is licensed for use in the performance of a U.S. government prime
contract or subcontract, Customer agrees that, consistent with FAR 12.211 and 12.212,
commercial computer Software, computer Software documentation and technical data for
commercial items are licensed under vendor's standard commercial license.

3.GENERAL

a)Customer may not assign or transfer this Agreement or any rights or obligations
hereunder without prior written consent of HP. Any such attempted assignment or
transfer will be null and void.  HP may terminate this Agreement in the event of
any such attempted assignment or transfer.

b)You may not export or re-export this software or any copy or adaptation in
violation of any applicable laws or regulations. Without limiting the generality of
the foregoing, hardware, software, technology or services provided under this
license agreement may not be exported, reexported, transferred or downloaded to or
within (or to a national resident of) countries under U.S. economic embargo.
Hardware, software, technology or services may not be exported, reexported,
transferred or downloaded to persons or entities listed on the U.S. Department of
Commerce Denied Persons List, Entity List of proliferation concern or on any U.S.
Treasury Department Designated Nationals exclusion list, or to parties directly or
indirectly involved in the development or production of nuclear, chemical,
biological weapons or in missile technology programs as specified in the U.S. Export
Administration Regulations (15 CFR 744). By accepting this license agreement you
confirm that you are not located in (or a national resident of) any country under
U.S. economic embargo, not identified on any U.S. Department of Commerce Denied
Persons List, Entity List or Treasury Department Designated Nationals exclusion
list, and not directly or indirectly involved in the development or production of
nuclear, chemical, biological weapons or in missile technology programs as specified
in the U.S. Export Administration Regulations.

c)This Agreement shall be construed in accordance with the laws of the State of
California, without regard to conflict of laws principles. The United Nations
Convention on Contracts for the International Sale of Goods is specifically
disclaimed 

d)If any term or provision herein is determined to be illegal or unenforceable, the
validity or enforceability of the remainder of the terms or provisions herein will
remain in full force and effect. Failure or delay in enforcing any right or
provision of this Agreement shall not be deemed a waiver of such right or provision
with respect to any subsequent breach. Provisions herein, which by their nature
extend beyond the termination of any license of Software, will remain in effect
until fulfilled. 

e)Customer acknowledges that obtaining and maintaining accurate Customer information,
including but not limited to name and requested contact information, ("Account
Information") is critical to the successful management of each Software license,
which may include, but may not be limited to, managing updates and providing support
(as applicable and under separate agreement) and investigating property right
infringements. Customer agrees and warrants that Customer has provided and will
maintain true, full and correct Account Information at all times during the term of
this license and promptly provide such information to HP, upon HP's request.
Customer agrees that Customer will not provide false, misleading, or inadequate
Account Information.

f)This Agreement is the final, complete and exclusive agreement between the parties
relating to the Software, and supersedes any previous communications, representations
or agreements between the parties, whether oral or written, regarding transactions
hereunder. Customer's additional or different terms and conditions will not apply.
These license terms may not be changed except by an amendment signed by an authorized
representative of each party.