
    SOFTWARE LICENSE AGREEMENT FOR AN EVALUATION COPY OF XEP

IMPORTANT - READ CAREFULLY:

THE XEP EVALUATION SOFTWARE IS PROVIDED ONLY UNDER THE  FOLLOWING
LICENSE  WITH  RENDERX,  INC.  (HEREINAFTER "LICENSOR").   PLEASE
READ THE FOLLOWING LICENSE CAREFULLY.  YOU WILL BE PROVIDED  WITH
AN  EVALUATION  COPY  OF THE XEP SOFTWARE AND RELATED "ONLINE" OR
ELECTRONIC DOCUMENTATION (HEREINAFTER REFERRED  TO  AS  "SOFTWARE
PRODUCT")  ONLY  IF  YOU  ACCEPT  THE  FOLLOWING SOFTWARE LICENSE
AGREEMENT  (HEREINAFTER  "AGREEMENT").    THIS  IS  AN  AGREEMENT
BETWEEN YOU (HEREINAFTER "LICENSEE") AND THE LICENSOR.


The SOFTWARE PRODUCT  also  includes  any  patches,  updates  and
supplements  to this original SOFTWARE PRODUCT if provided to the
LICENSEE by and at the LICENSOR'S sole discretion. By installing,
copying,  downloading,  accessing or otherwise using the SOFTWARE
PRODUCT, LICENSEE agrees  to  be  bound  by  the  terms  of  this
AGREEMENT.  If  LICENSEE  does  not  agree  to  the terms of this
AGREEMENT, do not install, copy, download, or otherwise  use  the
SOFTWARE PRODUCT.

                    SOFTWARE PRODUCT LICENSE

The  SOFTWARE  PRODUCT  is  protected  by  copyright   laws   and
international  copyright  treaties,  as  well  as certain pending
patent rights, and other intellectual property laws and treaties.
The SOFTWARE PRODUCT is licensed, not sold.

                       1.  LICENSE TERMS

Subject to the terms of this AGREEMENT, The  LICENSOR  grants  to
LICENSEE  a non_exclusive, non_transferable, time_limited license
(the "LICENSE") to use the SOFTWARE PRODUCT, in Object Code  form
for  evaluation  and  trial  purposes  only.  This license period
begins when LICENSEE receives the SOFTWARE PRODUCT from  LICENSOR
and  ends sixty (60)  calendar days after receipt of the SOFTWARE
PRODUCT  (hereinafter  "EVALUATION  PERIOD").   All  rights   not
specifically  granted  to LICENSEE in this Agreement are retained
by LICENSOR.

                      1.1 LICENSE GRANT

LICENSEE may install and use one copy of the SOFTWARE PRODUCT  on
a single computer.   LICENSEE may also store or install a copy of
the SOFTWARE PRODUCT on a  storage  device,  such  as  a  network
server,  used only to install or run the SOFTWARE PRODUCT over an
internal network; however, LICENSEE must acquire and  dedicate  a
LICENSE  for each separate computer on or from which the SOFTWARE
PRODUCT is installed, used, accessed, displayed or run. A LICENSE
for  the  SOFTWARE PRODUCT may not be shared or used concurrently
on different computers.

                   1.2 FURTHER RESTRICTIONS

The LICENSE does not permit LICENSEE to: (a) grant any sublicense
for  all  or  part  of the SOFTWARE PRODUCT; (b) use the SOFTWARE
PRODUCT in conjunction with any other software, data or equipment
in such a manner as would cause the resulting product to infringe
upon any Intellectual Property Rights of third parties; (c)  copy
the  SOFTWARE PRODUCT, except for backup or archival purposes and
provided that each such copy of the SOFTWARE PRODUCT  is  subject
to  the  terms  of  this  AGREEMENT;  (d) transfer, assign, rent,
lease,  or  otherwise  dispose  of  the  SOFTWARE  PRODUCT  on  a
temporary  or  permanent  basis;  (e)  make  the SOFTWARE PRODUCT
available to remote users; or (f) use the SOFTWARE PRODUCT except
as expressly permitted in this AGREEMENT.


                  1.3 ADDITIONAL OBLIGATIONS

LICENSEE agrees: (a) not to remove from the SOFTWARE PRODUCT  any
copyright  notices  embedded thereon or therein which acknowledge
that LICENSOR has a copyright, trademark, certain pending  patent
rights,   and  other  intellectual  property   interests  in  the
SOFTWARE PRODUCT, as the case may be;  (b)  not  to  remove  any
references  in or on the SOFTWARE PRODUCT to LICENSOR'S name; (c)
to immediately notify LICENSOR if LICENSEE becomes aware  of  any
actual  or  potential  claims by a third party arising in respect
LICENSEE's use of the SOFTWARE PRODUCT;  (d)  not  to  use  the
SOFTWARE PRODUCT in contravention of any law.

             2.  ADDITIONAL RIGHTS AND LIMITATIONS

	2.1 Limitations on Reverse Engineering, Decompilation
 	and Disassembly

LICENSEE agrees not reverse engineer, decompile or disassemble
the SOFTWARE PRODUCT.

             2.2  Intellectual Property Rights


This AGREEMENT does not grant LICENSEE any rights in connection
with  any copyright, patent, trademark, trade secret of LICENSOR,
except  for  what  is  specifically  provided  herein  with  this
AGREEMENT.


           3.  MODIFICATIONS TO THE SOFTWARE PRODUCT

                        3.1 Reservations

LICENSOR reserves the right at any time  not  to  release  or  to
discontinue  release of any SOFTWARE PRODUCT and to alter prices,
features,  specifications,  capabilities,  functions,   licensing
terms,    release    dates,   general   availability   or   other
characteristics of the SOFTWARE PRODUCT.

                         3.2 Upgrades

Any upgrade to the  SOFTWARE  PRODUCT  provided  by  LICENSOR  is
subject  to  the  terms  of this AGREEMENT unless modified by the
LICENSOR, at the LICENSOR'S sole discretion.

	4. OWNERSHIP - CONFIDENTIAL INFORMATION - 
		INTELLECTUAL PROPERTY RIGHTS

                   4.1 Ownership and Rights

Title, ownership rights, and all Intellectual Property Rights  in
and  to  the SOFTWARE PRODUCT shall remain the sole and exclusive
property of LICENSOR.  LICENSEE acknowledges  that  LICENSOR  has
copyright,  trademark,  and  certain pending patent rights in the
underlying SOFTWARE PRODUCT.   Moreover, Licensee  again  further
acknowledges   that   the   SOFTWARE  PRODUCT  contains  valuable
Confidential Information and certain pending patent rights of the
LICENSOR;  therefore,  LICENSEE  agrees:  (a)  not  to modify the
SOFTWARE PRODUCT, or attempt to decipher, decompile,  disassemble
or  reverse  engineer the SOFTWARE PRODUCT or assist or encourage
any third party in doing so; and (b) to hold in strict confidence
its  knowledge  of the Confidential Information as a trade secret
for the benefit of LICENSOR.


                         5. TERMINATION

                     5.1 License Duration


This AGREEMENT and the LICENSE  granted  herein  shall  terminate
upon the expiration of the EVALUATION PERIOD or upon such earlier
date as LICENSOR may, by written or electronic notice provide  to
LICENSEE.   Moreover, this AGREEMENT and LICENSE shall  terminate
because of LICENSEE'S breach of any provision of this AGREEMENT.

                          5.2 Survival

Termination of the LICENSE will not affect the  other  provisions
of  the  AGREEMENT,  which provisions will survive termination of
the LICENSE.

                     5.3 Post Termination

Within thirty (30) days after the  date  of  termination  of  the
LICENSE  for  any  reason  whatsoever, LICENSEE shall destroy the
SOFTWARE PRODUCT and all copies, in whole or in part.  Nothing in
this  AGREEMENT shall absolve LICENSEE from liability for damages
resulting  from  any  breach  of  this  AGREEMENT  by   LICENSEE,
notwithstanding  that  LICENSOR may have other remedies available
under this  AGREEMENT  (including  the  right  to  terminate  the
LICENSE).  If  LICENSEE breaches any provision of this AGREEMENT,
LICENSEE acknowledges that such breach may diminish substantially
the  value  of  such Intellectual Property rights of LICENSOR and
may  irrevocably  harm  LICENSOR,  and  in  such  event  LICENSOR
(without limiting its other rights or remedies) shall be entitled
to equitable relief (including  but  not  limited  to  injunctive
relief)  to protect LICENSOR'S interests, and indemnification and
reimbursement for any all  expenses  incurred  by  LICENSOR  from
LICENSEE   in   protecting   LICENSOR'S  interests  or  defending
LICENSOR'S rights as  a  result  of  LICENSEE'S  breach  of  this
AGREEMENT.

        6. LIMITED WARRANTY AND  LIMITATIONS ON LIABILITY

                        6.1 WARRANTIES

THE SOFTWARE PRODUCT IS  PROVIDED  "AS IS".   LICENSOR  MAKES  NO
REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO 
THE SOFTWARE PRODUCT, INCLUDING WITHOUT LIMITATION WARRANTIES  OF 
FITNESS   FOR  A  PARTICULAR  USE  OR  PURPOSE,  MERCHANTABILITY, 
NONINFRINGEMENT, OR  THAT  THE  SOFTWARE  WILL  OPERATE  WITHOUT 
INTERRUPTION  OR BE ERROR FREE, AND LICENSOR HEREBY DISCLAIMS ALL 
SUCH REPRESENTATIONS AND WARRANTIES.

                       6.2 LIABILITIES


THIS SOFTWARE PRODUCT IS PROVIDED  TO  LICENSEE   FOR  EVALUATION
PURPOSES  AND,  THEREFORE,  LICENSOR  SHALL NOT BE LIABLE FOR ANY
DAMAGES (INCLUDING DIRECT,  INDIRECT,  INCIDENTAL,  CONSEQUENTIAL 
AND  SPECIAL  DAMAGES)  UNDER  ANY THEORY OF LIABILITY (INCLUDING 
TORT CONTRACT, OR ANY OTHER THEORY) WHETHER SUFFERED BY  LICENSEE 
OR  ANY  OTHER  USER OF THE SOFTWARE, OR ANY THIRD PARTY, EVEN IF 
LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.



                           7. GENERAL

           7.1 Invalid term, condition, or provisions

If any term, condition, or provision in this AGREEMENT  is  found
to  be  invalid,  unlawful  or  unenforceable to any extent,  the
remaining terms, conditions and provisions will  continue  to  be
valid  and  enforceable  to  the fullest extent permitted by law.
LICENSOR and LICENSEE  expressly  agree  that,  in  all  respects
pertaining   to  this  AGREEMENT  and  its  subject  matter,  our
respective rights, obligations and  remedies  shall  be  governed
exclusively  by  the  terms  of  this  AGREEMENT  and  that  this
AGREEMENT supersedes  any  prior  understandings  and  agreements
between  us  with  respect  to  its  subject matter. There are no
representations, warranties, terms, conditions,  undertakings  or
collateral  agreements, express, implied or statutory, between us
other than as expressly made in this AGREEMENT.

                       7.2 Modifications

This AGREEMENT may not be amended, except in writing,  signed  by
both LICENSEE and LICENSOR. No terms, provisions or conditions of
any purchase order, acknowledgment or other  business  form  that
LICENSEE  may use in connection with the acquisition or licensing
of the SOFTWARE PRODUCT will  have  any  effect  on  the  rights,
duties  or  obligations  of  LICENSEE  or LICENSOR under, or will
otherwise modify, this AGREEMENT, regardless of  any  failure  of
LICENSOR to object to such terms, provisions or conditions.

                       7.3 Governing Law

Except as specifically provided herein, this AGREEMENT  shall be 
governed by the laws of the State of California and the federal 
laws of the United States of America, exclusive of any conflicts 
of laws principles which would require the application of the laws 
of another jurisdiction. LICENSEE agrees that any dispute regarding 
this AGREEMENT or the rights and obligations herein will be  heard  
in the state or federal courts having jurisdiction for Santa Clara 
County, California, and LICENSEE  agrees  to  be  subject  to  the  
personal jurisdiction of such courts.  


          8.  ACCEPTANCE OF TERMS AND PROVISIONS HEREIN

                         8.1 Acceptance

If LICENSEE  downloads  the  SOFTWARE  PRODUCT  or  installs  the
SOFTWARE  PRODUCT  or  uses  the  SOFTWARE PRODUCT on a computer,
LICENSEE  shall be deemed to have  accepted  the  terms  of  this
AGREEMENT  and  to be legally bound thereby. If LICENSEE does not
accept the terms of this AGREEMENT and  does  not  desire  to  be
legally  bound  thereby  and the LICENSEE'S governing law permits
rescission, then  LICENSEE may rescind acceptance by   destroying
the  downloaded  SOFTWARE  PRODUCT  within  five  (5)  days after
download.  However,  prior to any  destruction  of  the  SOFTWARE
PRODUCT,  the  LICENSEE remains bound by all terms and provisions
of this AGREEMENT, and continues to be bound to the terms and the
provisions  which survive this AGREEMENT as enumerated herein and
above.
    
