EVALUATION LICENSE AGREEMENT

between "Infonyte" (Infonyte GmbH, Julius-Reiber-Str. 15a, 64293 Darmstadt, Germany, registered at Amtsgericht Darmstadt, HRB 8042 ) and "Licensee" (The person or organization or company that uses the Product described in Exhibit A).

1 DEFINITIONS

1.1 "Documentation" shall mean the user manuals and operator instructions furnished by Infonyte in conjunction with the Products.

1.2 "Effective Date" shall mean the date of first installation.

1.3 "Expiration Date" shall mean the date of license termination and is set to December 31, 2004.

1.4 "Evaluation Period" will commence on the Effective Date and will conclude on Expiration Date.

1.5 "Usage" shall mean the right to install and run the licensed Product on solely one single computer at the same time by the Licensee to the extent of the granted license.

1.6 "Order Form" shall mean Infonyte's standard form by which the Licensee may order li-censes for Licensee's use under this Agreement.

1.7 "Product" or "Products" shall mean the computer software program(s) specified in Exhibit A and owned or distributed by Infonyte for which the Licensee is granted an evaluation license pursuant to this Agreement, whether in printed or machine readable form.

2 EVALUATION LICENSE

2.1 No Fees. The license described in Section 2.2 below is free of charge during the Evaluation Period.

2.2 License Grant. Infonyte grants to Licensee a limited, non-transferable, non-sublicensable, non-exclusive license to use the Products and Documentation for the purpose of evaluation.

2.3 Licensee may make one (1) copy of each Product for archival or backup purposes. No other copies shall be made without Infonyte's prior written consent. Documentation shall not be copied except with the prior written consent of Infonyte. All titles, trademarks, and copyright and restricted rights notices shall be reproduced in such copies. All copies of the Products and Documentation are subject to the terms of this Agreement.

2.4 Limitations on Use. Licensee shall not use or duplicate the Products (including the Documentation) for any purpose other than as specified in this Agreement, or make the Products available to unauthorized third parties. Licensee shall not (i) use the Product for commercial or production purpose; (ii) use the Product in a production server environment or as a component in a commercial or non-commercial distributed application; (iii) use the Products for processing customer data; (iv) rent, lease, electronically distribute, sublicense or timeshare the Products; (v) market the Products by interactive cable or remote processing services or otherwise distribute the Products other than as specified in this Agreement; or, (vi) cause or permit the reverse engineering, disassembly, decompilation, or otherwise attempt to derive source code of the Products. The statutory right under Section 69 e of the German Copyright Act (Urheberrechtsgesetz ("UrhG")), namely the right to translate the programme code back into the source code (de-compilation) if and to the extent that the information thereby obtained is indispensable for purposes of establishing interoperability with another independently created computer programme and such information is not otherwise automatically available to the Licensee, remains unaffected. If the information required under Section 69 e of the UrhG should not be freely accessible to Licensee neither by the Documentation nor in any other way, Licensee shall give In-fonyte an opportunity to make available within a reasonable period the information necessary for the programs concerned to work together, by inquiring accordingly be-fore decompiling under Section 69 e of the UrhG.

2.5 Infonyte reserves the exclusive right to modify, translate, process or otherwise change the Products.

3 INDUSTRIAL PROPERTY

3.1 Products and Documentation. Licensee shall not acquire, by virtue of this Agreement, any other right or license than as expressly provided herein. Licensee shall not reproduce the Products and Documentation or other confidential or proprietary information of Infonyte, except as provided in this Agreement or in an Order Form. All proprietary industrial property rights in and to the Products and Documentation, including without limitation all intellectual property rights therein, all derivatives, translations, modifications, adaptations, improvements, enhancements or developments thereof and all confidential or proprietary information of Infonyte, including all rights under and with respect to patents, copyrights, trademarks and rights under the trade secret laws of any jurisdiction shall remain the property ofwith Infonyte and GMD, Forschungszentrum Informationstechnik GmbH (GMD), Sankt Augustin, Germany. Licensee shall promptly notify Infonyte of any infringement of Infonyte's proprietary industrial property rights of which it becomes aware.

4 THIRD PARTIES RIGHTS

4.1 The Product contains the W3C-DOM Java binding for the Level 2 "Document Object Model (DOM) Level 2 Core Specification" dated November 13, 2000, in object form and as part of the API documentation. This work is copyright (c) 2000 by the World Wide Web Consortium Massachusetts Institute of Technology, Institut National de Recherche en Informatique et en Automatique, Keio University. See http://www.w3.org/Consortium/Legal/copyright-software-19980720 for detailed license terms (the "W3C License Terms").

4.2 The Product contains the "Regular Expressions for Java" library in object code form. This library was written by Wes Biggs (wes@cacas.org) and is open source software distributed under the terms of the "GNU Lesser General Public License". To comply with the GNU Lesser General Public License, Licensee shall find included with the Product an unmodified, source code distribution of the "Regular Expressions for Java" library, which can be downloaded free of charge from http://www.cacas.org/java/gnu/regexp/.

4.3 The Product contains the "JAVA API FOR XML PROCESSING (JAXP), VERSION 1.1". This work is copyrighted by Sun Microsystems, Inc. 901 San Antonio Road, Palo Alto, California 94303 and is distributed according to the "Sun Microsystems, Inc. Binary Code License Agreement" and the "JAVA API FOR XML PROCESSING (JAXP), VERSION 1.1 SUPPLEMENTAL LICENSE TERMS".

4.4 The Product includes software developed by the Apache Software Foundation ( http://www.apache.org/). This software is copyrighted by the Apache Software Foundation and distributed according to the "The Apache Software License, Version 1.1" ( http://xml.apache.org/dist/LICENSE.txt).

4.5 The Product includes the Jetty Web Server and Servlet Container. The Jetty Web Server and Servlet is developed under the guidance of Mort Bay Consulting ( http://www.mortbay.org). It is free for commercial use and distribution and is distributed according to the "Jetty License (Revision 3.7) "; ( http://www.mortbay.org/jetty/LICENSE.html).

4.6 Licensee agrees to follow the copyright notice requirements the as set forth by the W3C License Terms (cf. Section 4.1) and to comply with the W3C License Terms (cf. Section 4.1) as well as with the "GNU Lesser General Public License" (cf. Section 4.2) and the "Sun Microsystems, Inc. Binary Code License Agreement" and the "JAVA API FOR XML PROCESSING (JAXP), VERSION 1.1 SUPPLEMENTAL LICENSE TERMS" (cf. Section 4.3), the "Apache Software License" (cf. Section 4.4), and the "Jetty License" (cf. Section 4.5). Licensee shall indemnify, defend and hold harmless Infonyte from and against any and all damages, loss, expense or liability, including reasonable attorney fees and disbursements, arising out of or traceable to any breach of such representation. Exhibit B provides references to the respective licenses of bundled third party software.

5 INDEMNIFICATION

5.1 Licensee will defend and indemnify Infonyte against: (i) all claims and damages to Infonyte arising from any use by Licensee of any product not provided by Infonyte but used in combination with the Products if such claim would have been avoided by the exclusive use of the Products; and (ii) all damages to Infonyte caused by Licensee's use of the Products contrary to the terms of this Agreement.

6 TERM AND TERMINATION

6.1 This Agreement shall commence on the Effective Date and shall expire on the Expiration Date hereto.

6.2 Each Evaluation License granted under this Agreement is effective solely during the Evaluation Period. Infonyte may renew the Evaluation License at its discretion. The Licensee may terminate this Agreement and any Evaluation License thereof at any time and for any reason.

6.3 Upon termination of this Agreement, Licensee shall: (i) cease using the applicable Products; and (ii) represent in writing to Infonyte within one month after termination that the Licensee has destroyed or has returned to Infonyte the Products, Documentation and all copies. This requirement applies to copies and storage in all forms, partial and complete, in all types of media and computer memory, and whether or not modified or merged into other materials.

7 WARRANTY

7.1 Licensee agrees that Infonyte makes no warranties or representations, whether expressed or implied, including, without limitation, any implied warranties or merchantability and fitness for a particular purpose with respect to the Products.

7.2 Regarding defects in quality and title warranty of title and warranty of quality the statutory lending provisions shall apply exclusively.

8 DEFECT OF TITLE

8.1 Provided that Infonyte is liable for any defect of title according to the statutory lending provisions, the provisions of this Section 8 shall apply.

8.2 Infonyte shall have no liability for any claim of infringement based on: (i) use of a superseded or altered release of a Product if such infringement would have been avoided by the use of a current unaltered release of the Product that Infonyte provides to Licensee; or (ii) the combination, operation, or use of any Products furnished under this Agreement with programs or data not furnished by Infonyte if such infringement would have been avoided by the use of the Products without such programs or data.

8.3 In the event the Products are held or are believed by Infonyte to infringe, Infonyte shall have the right to terminate this Agreement immediately without replacement.

9 LICENSEE'S CO-OPERATION DUTIES WITH REGARD TO DEFECTS OF QUALITY AND TITLE

9.1 Provided that Infonyte is liable for any defect in quality or title according to the statutory lending provisions, the provisions of this Section 9 shall apply.

9.2 Licensee shall co-operate in locating defects. It shall in particular make available to Infonyte verifiable documents relating to the type and occurrence of deviations from the performance specification (as defined in Exhibit A and in the Documentation) or other defects, and indicate how the defect manifests itself and under which circumstances it occurs.

9.3 Licensee shall co-operate in defending any claims due to infringement of a copyright, patent, trademark or any other industrial or intellectual property rights in accordance with all of the following provisions:

9.3.1 Licensee shall notify Infonyte without undue delay in writing of the claim,

9.3.2 Licensee shall not acknowledge any such claims without Infonyte's prior written consent,

9.3.3 Infonyte shall have the sole control of the defence and all related settlement negotiations and

9.3.4 Licensee shall provide Infonyte with the assistance, information and authority necessary to perform the above; reasonable out-of-pocket expenses incurred by Licensee in providing such assistance will be reimbursed by Infonyte.

10 GENERAL TERMS

10.1 NONDISCLOSURE

10.1.1 By virtue of this Agreement, the parties may have access to information that is confidential to one another ("Confidential Information"). Confidential Information shall be limited to the Products, information related thereto, all other information clearly marked as confidential, and other items as agreed by the parties in writing.

10.1.2 A party's Confidential Information shall not include information which (i) is or becomes a part of the public domain through no act or omission of the other party; or (ii) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure, or (iv) is independently developed by the other party.

10.1.3 Results of benchmark tests run on the Products may not be disclosed or described to any third party absent Infonyte's prior written consent, which may be withheld for any reason.

10.1.4 The parties agree, both during the term of this Agreement and for a period of five (5) years after termination hereof, to hold each other's Confidential Information in confidence. The parties agree not to make each other's Confidential Information available in any form to any third party or to use each other's Confidential Information for any purpose other than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this Agreement.

10.2 GOVERNING LAW AND JURISDICTION

This Agreement, the Order Forms and any other individual contracts concluded on the basis thereof shall be governed and construed by the law of the Federal Republic of Germany, without regard to the conflict of laws and excluding the UN Convention on the Sale of Goods and the provisions of the law of conflicts of law. The courts of Darmstadt shall have exclusive jurisdiction for any disputes arising from and in connection with this Agreement or any contract concluded on the basis of this Agreement.

10.3 COPYRIGHTS

Licensee acknowledges that the Products and Documentation are proprietary to Infonyte and protected by copyright, patent and/or trade secret laws.

10.4 MARKS

All trademarks, service marks, trade names or logos identifying the Products or Infonyte's business (the "Marks") are the exclusive property of Infonyte or its licensors. Licensee will not take any action that jeopardizes Infonyte's or its licensors' proprietary rights or acquire any right in the Marks. Licensee will immediately notify Infonyte if Licensee learns (i) of any potential infringement of the Marks by a third party, or (ii) that the use of the Marks may infringe the proprietary rights of a third party. Infonyte will determine the steps to be taken under these circumstances. In connection with any such potential infringement of or by the Marks, Licensee will (a) provide Infonyte with the assistance that Infonyte may reasonably request and (b) not take steps on its own without Infonyte's prior approval.

10.5 RELATIONSHIP BETWEEN PARTIES

In all matters relating to this Agreement, the Licensee will act as an independent contractor. The relationship between Infonyte and the Licensee is that of licensor/licensee. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the party, nor to represent the other party capacity.

10.6 SEVERABILITY/WAIVER

In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

10.7 EXPORT ADMINISTRATION

Licensee agrees to comply fully with all relevant laws, regulations and orders of the Federal Republic of Germany and other countries to which the Products are shipped, to assure that all Products and developments and related media are not exported in violation of the laws of the Federal Republic of Germany and other applicable countries. This is irrespective of any consent on the part of Infonyte to such shipping or export.

10.8 NONASSIGNABILITY

Licensee can assign the rights resulting from this Agreement only with prior written approval of Infonyte.

10.9 SETOFF

A setoff against claims of Infonyte is only possible with counterclaims acknowledged or definitively recognized by a court.

10.10 FORCE MAJEURE

Neither party shall be liable to the other for its failure to perform any of its obligations under this Agreement, any Exhibit or Order Form, except for payment obligations, during any period in which such performance is delayed because rendered impracticable or impossible due to circumstances beyond its reasonable control, provided that the party experiencing the delay promptly notifies the other of the delay.

10.11 MARKETING

Licensee agrees to Infonyte's inclusion of Licensee on any Infonyte customer/partner lists.

10.12 ENTIRE AGREEMENT

10.12.1 This Agreement constitutes the complete agreement between the parties and supersedes all previous agreements or representations, written or oral, with respect to the Products specified herein.

10.12.2 Any amendments or extensions of this Agreement and individual contracts concluded on the basis hereof shall be valid only if in writing by a duly authorized representative of each party. This also applies to any waiver of this written agreement requirement.

EXHIBIT A
(Product Specification)

1 DESCRIPTION OF SOFTWARE

1.1 The Product is a web-service enabled storage and query software for XML documents. The functionality can only be accessed through a dedicated client software which is available as a separate module from Infonyte or partners. The Product consists of the following modules:

Infonyte Web-Service Connector for accessing the Infonyte PDOM, the Infonyte XPath Query Engine, the Infonyte PXSLT Processor, and the Infonyte Collection and Indexing package.
Infonyte Persistent-DOM (PDOM) for storing and accessing XML documents according to the W3C DOM interface.
Infonyte XPath Query Engine for query and retrieval according to the W3C XPath 1.0 Specification.
Infonyte PXSLT Processor for transforming documents according to the W3C XSLT 1.0 Specification.
Infonyte Collections and Indices package for working with document collections and user-defined indexing.

The Product is a 100% Java implementation and consists of several Java archive files (jar file). The documentation consists of a generated API documentation (created by Sun Microsystem's java documentation program javadoc) and additional documents in HTML, PDF, or text format.

1.2 The Software is delivered with obfuscation.

2 DESCRIPTION OF FUNCTIONALITY

2.1 Infonyte Web-Service Connector: the Infonyte Web-Service Connector offers a Web-Service API using SOAP over HTTP for exchanging requests and responses between clients and server. The Web-Service provides the necessary functionality to efficiently access, manipulate, query, and transform server-side XML documents based on the Infonyte PDOM, the Infonyte XPath Query Engine, the Infonyte PXSLT Processor, and the Infonyte Collection and Indexing package. Additionaly, the Infonyte Web-Service Connector realizes database configuration, session management, resource management, client authentication, and client authorization. The Infonyte Web-Service Connector can only be used through a dedicated client software which is available as a separate module from Infonyte or partners. More details about concepts and functionality are available in the packaged documentation.

2.2 Infonyte Persistent-DOM (PDOM): the Infonyte PDOM-Engine allows the storage and retrieval of XML-documents in and from binary files where each file represents one document. The binary files are accessed through the application program interface as defined in Appendix D of the "Document Object Model (DOM) Level 2 Core Specification" Version 1.0 dated November 13, 2000 published by the World Wide Web Consortium (http://www.w3.org). The PDOM engine is able to swap an XML document between the main memory and the binary files on secondary storage. The PDOM engine contains additional functions to maintain, construct, and reorganize documents. The functionality of the Infonyte Persistent-DOM is only available through the Infonyte Web-Service Connector API together with respective client software.

2.3 Infonyte XPath Query Engine: the Infonyte XPath Query engine implements the "XML Path Language (XPath)" W3C Recommendation Version 1.0 dated 16. November 1999. It additionally implements a subset of the functionality specified in Chapter 12 "Additional Functions" of the "XSL Transformations (XSLT)" W3C Recommendation Version 1.0 dated 16. November 1999. The functionality of the Infonyte XPath Query Engine is only available through the Infonyte Web-Service Connector API together with respective client software.

2.4 Infonyte PXSLT Processor: the Infonyte PXSLT Processor implements the "XSL Transformations (XSLT) Version 1.0" W3C Recommendation Version 1.0 dated 16. November 1999. The functionality of the Infonyte PXSLT Processor is only available through the Infonyte Web-Service Connector API together with respective client software.

2.5 Infonyte Collections and Indices: the Infonyte Collection module maintains collections of XML documents as collections of immutable PDOMs. Collections provide services for adding XML documents to a collection, replacing documents within a collection, and removing documents from a collection. Additionaly, collections provide content based indices. Two types of indices are supported for collections: Data indices map typed key values onto nodes and fulltext indices map the words in text nodes onto the respective text node. Appropriate index lookup methods are provided. The functionality of the Infonyte Collections and Indices package is only available through the Infonyte Web-Service Connector API together with respective client software.

3 SOFTWARE REQUIREMENTS

3.1 The Product is tested to operate under the Sun Microsystems Java 2 Platform. As reference implementation for the identification of malfunctions, the latest official release of the Sun Microsystems Java 2 Runtime Environment Standard Edition or any official successor thereof running in byte code interpretation mode is used.

EXHIBIT B
(Third Party Rights - License Agreements)

The folder "3rdparty" contains all license terms of 3rd party software bundled with the Product.