Software Evaluation License Agreement

This agreement is effective ______________________, 19____ by and between HaL Software Systems, a division of HaL Computer Systems, Inc. ("HaL"), a Delaware corporation having its principal place of business at 1315 Dell Avenue, Campbell, CA 95008 and:

Name:     ____________________________________________________ ("Licensee")



Address:  ____________________________________________________



          ____________________________________________________


          ____________________________________________________

"Evaluation Period" means the 30 day period commencing on the Effective Date.

"Software" means the following software program(s), in executable format only, and associated documentation:

		DCE Cell Manager - Release 1.1

License HaL grants Licensee a non-exclusive, non-transferable license to use the Software solely for evaluation purposes during the evaluation period. Indicate the site where the software is to be licensed.

Site:     ____________________________________________________

An optional addendum can be included if there are additional terms and conditions.

Title Title, ownership right, and intellectual property rights in and to the Software shall remain in HaL.

Restrictions You may not: (1) reproduce (except for backup purposes), distribute, rent, lease or sublicense all or any portion of the Software; (2) modify or prepare derivative works of the Software; (3) reverse engineer, decompile, or disassemble the Software; (4) use the Software for production purposes; (5) loan to any third party.

Disclaimer of Warranty The Software is provided "AS IS." HaL makes no warranties, express or implied, with respect to the software, and expressly disclaims all implied warranties of merchantability and fitness for a particular purpose.

Limitation of Liability IN NO EVENT WILL HAL BE LIABLE FOR ANY DAMAGES, INCLUDING LOSS OF DATA, LOST PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT OR INDIRECT DAMAGES ARISING FROM THE USE OF THE SOFTWARE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF HAL HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK.

Confidentiality Any information received by either party from the other party regarding the Software or its evaluation which was designated as Confidential Information at the time of disclosure shall be kept in confidence by the recipient and only used for internal evaluation purposes, except in respect of any of such Confidential information which is already or otherwise becomes publicly known through no acts of the Licensee or is received from third parties subject to no restriction of confidentiality.

Termination Licensee shall return the Software to HaL prior to or at the end of the Evaluation Period. Licensee will erase all copies of the Software residing on any computer equipment or magnetic media. HaL may terminate this agreement at any time, for any or no reason.

Export You agree that neither the Software nor any part thereof is being or will be shipped, transferred or re-exported, directly or indirectly, into any country prohibited by the United States Export Administration Act and the regulations thereunder or will be used for any purposes prohibited by the Act.

Miscellaneous This Agreement represents the entire agreement concerning this license between the parties concerning Licensee's use of the Software. Licensee's purchase order or other Licensee ordering document shall not add to or vary the terms of this agreement. This Agreement supersedes any prior verbal understandings and any Licensee ordering document. This Agreement is made in accordance with and shall be governed and construed under the laws of the State of California. This agreement is not assignable or transferrable by Licensee.

Licensee			  	HaL Software Systems


By:  _____________________________     	By:  _____________________________
     Authorized signature     	    	     Authorized signature


     _____________________________           _____________________________
     Printed name		             Printed name


     _____________________________           _____________________________
     Title       			     Title