CEMP Systems Freeware License Agreement

     9/16/2004


ATTENTION: READ CAREFULLY: By using, copying, or distributing the accompanying software you indicate your acceptance of the following
CEMP Systems Freeware License Agreement ("Agreement").

1. LICENSE. CEMP Systems hereby grants you (each licensee is addressed as "you") a non-exclusive, transferable license to use  its software product and accompanying documentation (the program's object code, documentation and release code are collectively referred to as the
   "Software") on the following terms and only for non-commercial  purposes (see Section 2 below). You may:

   a. use the Software on any computer in your possession;

   b. make copies of the Software; and

   c. distribute the Software (subject to the requirements of Section   3 below) only in the form originally furnished by CEMP Systems with no
   modifications or additions whatsoever. If you have the slightest doubt that your copy of the Software is not original, you must contact CEMP Systems for an original copy.

2. LIMITATIONS ON LICENSE. The license granted in Section 1 is subject  to the following restrictions:

a. The Software is to be used only for non-commercial purposes unless you obtain CEMP Systems's prior written consent. Prohibited  commercial purposes include, but are not limited to:

     (i) Selling, licensing or renting the Software to third parties  for a fee (by payment of money or otherwise, whether direct or
     indirect);

     (ii) Using the Software to provide services or products to others  for which you are compensated in any manner (by payment of money or otherwise, whether direct or indirect), including, without limitation, providing support or maintenance for the Software;

     (iii) Using the Software to develop a similar application on any  platform for commercial distribution; or

b.  You shall use your best efforts to promptly notify CEMP Systems upon learning of any violation of the above commercial restrictions.

c. On each copy of the Software you must conspicuously and  appropriately reproduce CEMP Systems's copyright notices (see Software for
   examples of such notices) and disclaimer of warranty; keep intact  this Agreement and all notices that refer to this Agreement or any
   absence of warranty (whether written or interactively displayed); and give any other recipients of the Software a copy of this Agreement.

d. You may not modify, combine other commercial applications with, or otherwise prepare derivative works of the Software.

 f. CEMP Systems, in its sole and absolute discretion,  may have included a  portion of the source code or online documentation of the
   Software. Except for any such portions, you shall not REVERSE  ENGINEER, DECOMPILE, DISASSEMBLE, OR OTHERWISE REDUCE ANY PORTION OF THE SOFTWARE TO ANY HUMAN PERCEIVABLE FORM, except to the extent  this restriction is prohibited by applicable law.

3. DISTRIBUTION: As used in this Agreement, the term "distribute" (and its variants) includes making the Software available (either
   intentionally or unintentionally) to third parties for copying or use, including providing timeshare access. Each time you distribute
   the Software, the recipient must expressly agree to comply with  these terms and conditions.  The recipient automatically receives
   this license to use, copy, or distribute the Software subject to these terms and conditions. You may not impose any further
   restrictions on the recipients' exercise of the rights granted  herein. You are not responsible for enforcing compliance with this
   Agreement by recipients.

4. TITLE. Title, ownership rights, and intellectual property rights in and to the Software, and each copy thereof (including all
   copyrights therein), shall remain in CEMP Systems.

5. NO CEMP Systems OBLIGATION. You are solely responsible for all of your costs and expenses incurred in connection with the distribution of the Software, and CEMP Systems shall have no liability, obligation or responsibility therefor. CEMP Systems shall have no obligation to provide  maintenance, support, upgrades or new releases to you or to any distributee of the Software.

6. NO WARRANTY. THE SOFTWARE IS LICENSED FREE OF CHARGE, AND THERE IS  NO WARRANTY FOR THE SOFTWARE. CEMP Systems PROVIDES THE SOFTWARE "AS IS,"  AND CEMP Systems, ITS DISTRIBUTORS AND SUPPLIERS, AND ALL OTHER PERSONS  WHO HAVE BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF  THE SOFTWARE, DISCLAIM ALL CONDITIONS AND WARRANTIES OF ANY KIND,  EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY CONDITIONS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR  PURPOSE. THE ENTIRE RISK AS TO THE RESULTS, QUALITY AND PERFORMANCE  OF THE SOFTWARE IS WITH YOU AND YOUR DISTRIBUTEES. SHOULD THE  SOFTWARE PROVE DEFECTIVE, YOU AND YOUR DISTRIBUTEES (AND NOT CEMP Systems)  ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. 

7. TERMINATION. The license granted hereunder is effective until  terminated by CEMP Systems. You may terminate it at any time by destroying  the Software. This license will terminate automatically if you fail  to comply with the limitations described above. On termination, you must destroy all copies of the Software. The termination of your license will not result in the termination of the licenses of any distributees who have received rights to the Software through you  so long as they are in compliance with the provisions of this Agreement.

CEMP Systems
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The Software is Copyright (c) CEMP Systems 1986-2004. All rights reserved. The documentation and all computer files are also Copyright
(c) CEMP Systems 1986-2004. All rights reserved. These rights include but are not limited to any foreign language translations of the manual
or the software, and all derivative works of both.