LICENSE AGREEMENT AND WARRANTY FOR THE ENCLOSED

SOFTWARE AND RELATED DOCUMENTATION

YOUR LICENSE AGREEMENT - READ BEFORE OPENING

IMPORTANT:
THIS AGREEMENT CONTAINS THE LICENSE TERMS AND CONDITIONS FOR THE ENCLOSED
LICENSED SOFTWARE AND RELATED DOCUMENTATION. OPENING THE SOFTWARE PACKAGE
SIGNIFIES YOUR ACCEPTANCE OF THIS AGREEMENT, UNLESS XEROX INSTALLS THE
SOFTWARE, IN WHICH CASE YOUR USE OF THE SOFTWARE SIGNIFIES YOUR ACCEPTANCE. IF
YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST RETURN THE SOFTWARE PACKAGE
UNUSED. IF XEROX INSTALLS THE SOFTWARE, YOU MUST RETURN THE SOFTWARE PACKAGE
AND DELETE ANY SOFTWARE FILES ACCESSED BY YOU FROM ANY AND ALL COMPUTER
MEMORY INTO WHICH SUCH SOFTWARE HAS BEEN LOADED OR STORED. WHEN USED IN THIS
AGREEMENT THE WORD "XEROX" SHALL MEAN XEROX CORPORATION, ITS OPERATING
COMPANY, SUBSIDIARY OR AFFILIATE FROM WHICH YOU HAVE OBTAINED THE INDIVIDUAL
UNIT OF THE XEROX EQUIPMENT (the "Equipment") UPON WHICH THE SOFTWARE IS TO BE
INSTALLED, UNLESS YOU OBTAINED THE EQUIPMENT FROM AN AUTHORIZED DEALER,
AGENT, CONCESSIONAIRE OR DISTRIBUTOR, IN WHICH CASE "XEROX" SHALL MEAN XEROX
CORPORATION, ITS OPERATING COMPANY, SUBSIDIARY OR AFFILIATE FROM WHICH THE
ENTITY THAT SOLD YOU THE EQUIPMENT ACQUIRED IT.

1
GRANT OF LICENSE
Xerox hereby grants you a non-exclusive, non-transferable license to use the
software and related documentation
("Software") enclosed in this package on any single unit Equipment, including
networked Equipment, for as
long as you are current in the payment of any indicated software license fees
(including any annual renewal fees)
on the following terms and conditions.
(A) You have no other rights to the Software and, in particular, may not (i)
distribute, modify, create derivatives
of, decompile, disassemble, or reverse engineer other than as permitted by law this
Software; (ii) provide or
otherwise make available the Software to anyone other than your employees and
agents directly concerned with
the licensed use of the Software; (iii) activate any software delivered with or
within the Equipment in an
unactivated state other than the specific application software for which this
Software is licensed; (iv) export or
re-export the Software in any form without, in case of a customer in the United
States, first obtaining all United
States government licenses, and in case of a customer outside of the United States,
all relevant foreign
government licenses, required by law, and then only upon the export of the
Equipment; or (v) allow others to
engage in the same. Title to the Software and all copyrights and other intellectual
property rights in it shall at all
times reside solely with Xerox and/or its licensors. You may be held directly
responsible by Xerox and/or such
licensors for an infringement of such copyrights and other proprietary rights.
(B) Xerox may terminate your license for any Software (i) Immediately if you no
longer use or possess the
Equipment or are a lessor of the Equipment and your first lessee no longer uses or
possess it or (ii) upon the
termination of any agreement under which you have rented or leased the Equipment.
(C) If you transfer possession of the Equipment, Xerox will offer the transferee a
license to use the Software on
or with it, subject to Xerox' then applicable terms and license fees, if any, and
provided the transfer is not in
violation of Xerox' rights.
(D) Xerox warrants that the Software will perform in material conformity with its
published specifications for a
90-day period from the date it is delivered or, for Software installed by Xerox,
the date of Software installation.
Neither Xerox nor its licensors warrant that the Software will be free from errors,
that its operation will be
uninterrupted, or that it will meet your needs.
(a) In the event that the Software does not conform to the limited warranty
contained in Section 1.D
above, you must notify Xerox within ninety (90) days of the date of delivery or, if
Xerox installs the
Software, within ninety (90) days of installation. Your sole and exclusive remedy,
and Xerox' or its
supplier's sole obligation, shall be to use all reasonable efforts to provide a
workaround which avoids
the nonconformity or to provide you with Software which does substantially conform
to the Xerox User
Manual or other Xerox supplied documentation. In the event Xerox or its supplier is
unable to provide a
workaround or substantially conforming software, you will be entitled to a refund
of the license fee you
paid, and such refund shall be your sole and exclusive remedy.
(E) XEROX GRANTS NO OTHER WARRANTIES ON THE "SOFTWARE", EXPRESS OR IMPLIED,
WHETHER CREATED BY STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
XEROX FURTHER DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS MADE BY PERSONS
OTHER THAN XEROX (INCLUDING BUT NOT LIMITED TO XEROX SOFTWARE DEALERS,
AGENTS, CONCESSIONAIRES OR DISTRIBUTORS).
(F) The express warranties set forth above shall be void if Customer fails to
properly use the Software in the
appropriate environment as specified in the Xerox supplied documentation or if the
Software is modified or
altered in any fashion.
(G) You may, subject to Section 1.A above, make one copy of the Software in whole
or in part only for back-up
purposes. Such permitted copy shall include in readable format any copyright and
other proprietary notices
contained on the original Software.

2
PATENT AND COPYRIGHT INDEMNIFICATION
Xerox will defend and indemnify Customer if the Software is alleged to infringe, in
the United States, any
patent, trade secret, or copyright, if Customer promptly notifies Xerox in writing
of any alleged infringement,
allows Xerox to direct the defense of such claim, and cooperates with Xerox. All
notices should be sent to the
Xerox Office of General Counsel, P.O. Box 1600, Stamford, Connecticut 06904. Xerox
is not responsible for
any non-Xerox litigation expenses or settlements unless Xerox pre-approves them in
writing. To avoid
infringement, Xerox may, at its option, and at no charge to Customer, obtain a
license, or modify, or substitute
an equivalent of, or remove the Software. If Software is removed by Xerox for this
reason, any designated
license fees paid by Customer will be fully refunded; if no portion of the amounts
paid to Xerox within the
transaction in which the Software was acquired was designated as a license fee for
the Software, Xerox shall
refund that portion of the amounts paid that Xerox reasonably designates as
associated with the Software's
acquisition. Xerox is not liable for any infringement due to the Software being
made or modified (by Xerox or
others, including Customer) to Customer specifications, or being used or sold in
combination with equipment,
software, or supplies not provided by Xerox. XEROX MAKES NO OTHER EXPRESS OR
IMPLIED
WARRANTY OF NON-INFRINGEMENT OR LIABILITY FOR INFRINGEMENT OR ANY DAMAGES
THEREFROM.

3
LIMITATION OF LIABILITY
IN NO EVENT SHALL XEROX OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, (INCLUDING WITHOUT LIMITATION, LOSS OF
DATA) IN ANY WAY ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE
"SOFTWARE", EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL
XEROX' DIRECT DAMAGES TO CUSTOMER EXCEED THE TOTAL LICENSE FEE ACTUALLY PAID
BY CUSTOMER FOR SUCH SOFTWARE.

4
GOVERNING LAW
This agreement will be governed by the laws of the State of New York, USA or, if
you acquired the Software
outside the USA, by the laws of the country in which you acquired the Equipment for
which this Software is to
be used, excluding its conflict of laws provisions. Some jurisdictions do not allow
limitations on how long an
implied warranty lasts or the exclusion or limitation of incidental or
consequential damages, so the above
disclaimers, limitations or exclusions, in whole or in part, may not apply to
Customer.

5
ENTIRE AGREEMENT
This Software License Agreement is the entire agreement between Xerox and Customer
pertaining to the
licensing of the Software and supersedes all proposals or prior and contemporaneous
agreements or
understandings of the parties regarding the Software. Customer agrees that any
software license terms and
conditions which pertain to this Software and are contained in any Customer
purchase order or other ordering
document submitted to order the Software shall have no binding effect on Xerox and
will not modify this
Agreement in any way.
If, after reading the terms and conditions, they are unacceptable to you, then, to
avoid contractual obligations and
liability, you should promptly return the Software unused, and you will then be
entitled to a refund of any sums
paid by you to license the Software.