XEROX IPP Server Test Tool License Agreement

COPYRIGHT �1998, 1999 Xerox Corporation. All Rights Reserved.

BY DOWNLOADING OR OTHERWISE INSTALLING THIS SOFTWARE YOU AGREE TO BE BOUND
BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH
THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD OR INSTALL THIS SOFTWARE.

This Agreement is between Xerox Corporation, with offices at 701 South
Aviation Blvd., El Segundo, CA 90245 ("Xerox"), and you, the person or
entity downloading and installing the Software referenced in paragraph one
below. This Agreement sets forth terms and conditions applicable to your
use of this Software. The term "Software" shall mean the Internet Printing
Protocols (IPP) Server Test Tool and documentation.

1. Use of Software. Xerox grants to you the right to install and use the
IPP Server Test Tool, and related documentation (the "Software")
internally within your organization and solely for the purpose of testing
your companies products for compliance with the IPP protocol, subject to
the terms and conditions of this Agreement. This Agreement does not
constitute a license to use any other version or copy of the Software
other then the copy or version obtained pursuant to execution of this
Agreement

2. Acceptance of Agreement. By downloading the Software, you agree to be
bound by the terms and conditions of this Agreement.

3. Obligations. You agree with Xerox that the Software and related
information is owned by Xerox and/or its licensors and that, unless
otherwise specifically agreed to by Xerox in writing, you also agree:

(a) to inform Xerox of any improvements to the Software that you may
develop or become aware of through use of the Software, and to grant Xerox
royalty-free rights to use and distribute the improvements for any Xerox
business purpose;

(b) not to distribute, transfer, loan or otherwise provide the Software to
any third party outside your own organization, and shall not copy, reverse
compile, reverse engineer or disassemble the Software or otherwise obtain
the source code for the Software;

(c) that any information or feedback you may provide to Xerox in reference
to the Software is non-confidential and you grant Xerox a worldwide, fully
paid up and irrevocable license to use this information/feedback in Xerox
business activities.

(d) if so requested by Xerox, promptly de-install and discontinue use of
the Software, and destroy all copies, including all compressed files or
other files (including documentation) made available to you by Xerox under
this Agreement (and any copies thereof);

(e) comply with all U.S. and foreign export regulations applicable to the
Software; and

(f) shall display, and shall not alter or remove, Xerox' and/or any of
its' licensors copyright notices and other proprietary notices.

4. Warranty and Liability. Due to the nature of the Software, Xerox makes
no warranties whatsoever as to the operational performance of the
Software. THE SOFTWARE IS BEING PROVIDED "AS-IS". XEROX DISCLAIMS ALL
WARRANTIES WITH REGARD TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION ALL
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. XEROX
SHALL HAVE NO LIABILITY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR TORT DAMAGES ARISING OUT OF USE OR PERFORMANCE OF THE
SOFTWARE, EVEN IF XEROX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ASSUME THE
ENTIRE RISK IF THE SOFTWARE CEASES TO FUNCTION WITHOUT WARNING. Some
states or provinces do not allow the exclusion or limitation of implied
warranties or limitation of liability for incidental or consequential
damages, so the above exclusion or limitation may not apply to you.
Because software is inherently complex and may not be completely free of
errors, you are advised to verify and back up your work. Additionally,
Xerox does not guarantee compatibility between the Software and any future
versions of the Software.

5. Term. You may use the Software indefinitely, provided that Xerox may
terminate this Agreement at any time with or without cause.

6. No Obligation. Xerox is under no obligation to develop the Software or
market the Software as a final product. Your use of the Software shall be
at no charge, and your use shall not obligate you to purchase additional
software from Xerox.

7. U.S. Government Restricted Rights. The Software and accompanying
documentation are provided with RESTRICTED AND LIMITED RIGHTS. Use,
duplication, or disclosure by the U.S. Government is subject to
restrictions as set forth in FAR 52.227-14 (June 1987) Alternate III(g)(3)
(June 1987), FAR 52.227-19 (June 1987), or DFARS 52.227-7013 (c)(1)(ii)
(June 1988), as applicable. Contractor/Manufacturer is Xerox Corporation,
701 South Aviation Blvd., El Segundo, CA 90245. In the event the
Government seeks to obtain the Software pursuant to standard commercial
practice, this software agreement, instead of the noted regulatory
clauses, shall control the terms of the Government's license.

8. Miscellaneous. You may not assign any rights or delegate any duties or
obligations under this Agreement without Xerox' prior written consent. You
acknowledge that a violation of this Agreement may cause irreparable harm
to Xerox, and you agree that, in addition to any other remedies provided
by law, Xerox shall be entitled to seek injunctive relief against any such
violation without having to post a bond. This Agreement supersedes all
other prior agreements, oral or written, and all other communications
between us relating to its subject matter, and the terms of Sections 3
through 7 shall survive the expiration or termination hereof. This
Agreement shall be governed by and construed in accordance with the laws
of the State of California, excluding its conflicts of laws rules.