EVALUATION AGREEMENT FOR PATHENGINE LIBRARY

REDISTRIBUTION NOT PERMITTED

1. LICENSE

1.1 License Grant. Subject to the terms of this Evaluation Agreement
("Agreement"), PathEngine grants you a non-exclusive, non-transferable
license to use the PathEngine library ("Software") for the
purpose of evaluating the Software.

1.2 Restrictions. In order to protect PathEngine's trade secrets in
the Software, except as permitted by applicable law, you agree that
you will not attempt to reverse engineer, reverse compile,
disassemble, modify, adapt, translate, create derivative works from,
rent, lease, loan, time-share, distribute, transmit over a network,
sublicense or provide service bureau services by using the Software,
in whole or in part. You shall use best efforts to stop any such
copying or distribution immediately after such use becomes known.

2. PROPRIETARY RIGHTS
All right, title and interest, including intellectual property rights,
in and to the Software are owned by PathEngine and/or its licensors.
You acknowledge that no title to the intellectual property in the
Software is transferred to you and you will not acquire any rights to
the Software except for the license as expressly set forth herein.
PathEngine reserves all rights not expressly granted hereunder.

3. EVALUATION OF SOFTWARE
PathEngine may request that you provide it with feedback relating to
the performance of the Software and any bugs or errors encountered by
you during your evaluation of the Software. In the event that
PathEngine so requests, you will promptly provide PathEngine with a
complete description of any and all problems or difficulties relating
to such Software. Any ideas or suggestions for modifications or
enhancements to the Software as well as all information about the
Software's performance or errors reported by you ("Supportive
Information") will be the property of PathEngine. You hereby assign
all right, title and interest in the Supportive Information and the
related intellectual property rights to PathEngine and agree to assist
PathEngine, at PathEngine's expense, in perfecting and enforcing such
rights. Notwithstanding the above, you may use such Supportive
Information for internal evaluation purposes during the term of this
Agreement.

4. CONFIDENTIAL INFORMATION
You agree that you will not make use of, disseminate or in any way
disclose the Software or any and all technical and non-technical
information including all intellectual property, trade secrets and
proprietary information, techniques, sketches, drawings, models,
inventions, know-how, processes, apparatus, equipment, performance
testing, software and algorithms related to the Software
("Confidential Information") to any person, firm or business
except as part of your evaluation of the Software as contemplated
herein or for any purpose PathEngine may hereafter authorize in
writing. You agree that you will treat all Confidential Information
with the same degree of care as you accord to your own Confidential
Information, but in no event less than a reasonable degree of care.
No information of any kind shall be disclosed by you regarding the
results of the Software evaluation, including but not limited to
information regarding performance benchmarks, bugs or other problems
encountered in the use of the Software without the explicit written
permission of PathEngine.

5. WARRANTY DISCLAIMER
PathEngine is not obligated to provide any direct support, maintenance,
new releases, enhancements, or updates of the Software. PATHENGINE MAKES
NO EXPRESS, STATUTORY OR IMPLIED WARRANTIES OF ANY KIND AND SPECIFICALLY
DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR
PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS RELATED TO THE
SOFTWARE.

6. LIMITATION OF LIABILITY
IN NO EVENT SHALL PATHENGINE BE LIABLE UNDER ANY THEORY FOR ANY
DAMAGES SUFFERED BY YOU OR ANY USER OF THE SOFTWARE INCLUDING, BUT NOT
LIMITED TO, ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES, INCLUDING ANY LOSS OF DATA OR INFORMATION, LOST PROFITS OR
LOST SAVINGS, REGARDLESS OF THE THEORY ON WHICH ANY SUCH DAMAGES MAY
BE BASED, EVEN IF PATHENGINE OR ITS LICENSORS HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

7. INDEMNIFICATION
You shall indemnify and hold harmless PathEngine and its licensors
against any claim, damages, loss, liability or expense, including
attorneys fees, arising out of your use of the Software in any way
contrary to this Agreement.

8. TERMINATION
This Evaluation Agreement and the limited, personal, non-exclusive
license granted to you are effective from the time you accept the
terms and conditions of this Agreement until it is terminated. You
may terminate this Agreement at any time by destroying all copies of
the Software. This Agreement shall terminate automatically if you
fail to comply with the limitations described in this license. No
notice shall be required from PathEngine to effectuate such
termination. The rights and obligations contained in Sections 1.2, 2,
4, 5, 7, and 9 shall survive any termination of this Agreement. Upon
termination you agree to destroy all copies of the Software and cease
all further use thereof.

9. GENERAL PROVISIONS
The present Agreement is governed and shall be interpreted according
to law applicable in the United Kingdom.  The parties agree that
only tribunals of the United Kingdom judicial district have jurisdiction on
the present agreement.  If any provision of this Agreement is held to
be illegal, invalid or unenforceable, the legality, validity and
enforceability of the remaining provisions of this Agreement shall not
be affected or impaired thereby. No waiver by any party of any breach
of any provisions hereof will be valid or binding unless made in
writing, signed by the party prejudiced thereby. This Agreement
constitutes the entire agreement with respect to its subject matter
and supersedes all prior or contemporaneous oral or written agreements
concerning such subject matter. This Agreement may be amended or
modified only by mutual agreement of authorized representatives of the
parties in writing. You may not assign or transfer this Agreement
without PathEngine's prior written consent. In the event of any breach
of this Agreement, the prevailing party in any action or proceeding to
enforce this Agreement shall be entitled to recover its attorneys' and
experts' fees in addition to such other relief as it may be entitled.