$Id: LICENSE.txt 1323 2005-04-01 11:06:36Z simon $

SIMIAN VERSION 2.2.21 SOFTWARE LICENSE AGREEMENT

1. Licenses and Software

RedHill Consulting, Pty. Ltd., an Australian Proprietary Limited Company ("REDHILL") hereby grants to the purchaser
(the "LICENSEE") a limited, revocable, worldwide, non-exclusive, nontransferable, non-sublicensable license to use the
Simian version 2 (two) software (the "SOFTWARE"), including any minor upgrades thereof during the Term (hereinafter
defined) up to, but not including the next major version of the Software. The Licensee shall not, or knowingly allow
others to, reverse engineer, decompile, disassemble, modify, adapt, create derivative works from or otherwise attempt
to derive source code from the Software provided. And, in accordance with the terms and conditions of this Software
License Agreement (the "AGREEMENT"), the Software shall be used solely by the Licensee in accordance with the following
specific conditions:

    A. Personal/SOHO License

       A Personal/SOHO License entitles the Licensee to use the Software on one (1) machine only. A Personal/SOHO
       License does not permit the generation of reports for distribution nor use by other than the licensee.

    B. Project License

       A Project License entitles the Licensee to use the Software on any number of machines solely for the licensed
       project.

    C. Enterprise License

       An Enterprise License entitles the Licensee to use the Software on any number of machines. Reports generated are
       strictly for use by the Licensee only.

2. License Fee

In exchange for the License(s), the Licensee shall pay to RedHill a one-time, up front, non-refundable license fee.
At the sole discretion of RedHill, this fee will be waived for non-commercial/non-government projects and for evaluation
purposes for a period of fifteen (15) days only. The Licensee is also entitled to minor upgrades up to, but not
including the next major version of the Software at no charge. Notwithstanding the Licensee's payment of the License
Fee, RedHill reserves the right to terminate the License if RedHill discovers that the Licensee and/or the Licensee's
use of the Software is in breach of this Agreement.

3. Proprietary Rights

RedHill will retain all right, title and interest in and to the Software, all copies thereof, and RedHill website(s),
software, and other intellectual property, including, but not limited to, ownership of all copyrights, look and feel,
trademark rights, design rights, trade secret rights and any and all other intellectual property and other proprietary
rights therein. The Licensee will not directly or indirectly obtain or attempt to obtain at any time, any right, title
or interest by registration or otherwise in or to the trademarks, service marks, copyrights, trade names, symbols,
logos or designations or other intellectual property rights owned or used by RedHill. All technical manuals or other
information provided by RedHill to the Licensee shall be the sole property of RedHill.

4. Term and Termination

Subject to the other provisions hereof, this Agreement shall commence upon the Licensee's opting into this Agreement
and continue until the Licensee discontinues use of the Software or the Agreement terminates automatically upon the
Licensee's breach of any term or condition of this Agreement (the "Term"). Upon any such termination, the Licensee will
delete the Software immediately.

5. Copying & Transfer

The Licensee may copy the Software to use the Software and for back-up purposes only. The Licensee may not assign or
otherwise transfer the Software to any third party unless each of the following conditions is met:

1. Redistributions are made at no charge and in accordance with these License terms.

    A. Redistributions are made by and for non-commercial/non-government Licensee(s) or for evaluation purposes set
       forth as Article 2.

    B. Redistributions must faithfully reproduce all accompanying materials, including these License terms, and the
       disclaimer/limitation of liability set forth as Article 6, in the documentation and/or other materials provided
       with the distribution.

6. Specific Disclaimer of Warranty and Limitation of Liability

THIS SOFTWARE IS PROVIDED ``AS IS'' AND ANY EXPRESSED OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.  IN NO EVENT SHALL REDHILL
CONSULTING OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL
DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR
BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT
(INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.

7. Warranties and Representations

Indemnification. The Licensee warrants and represents that the Licensee's actions with regard to the Software will be
in compliance with all applicable laws; and the Licensee will indemnify, defend, and hold RedHill harmless from and
against any and all liabilities, damages, losses, claims, costs, and expenses (including legal fees) arising out of or
resulting from the Licensee's failure to observe the use restrictions set forth herein.

8. Governing Law

This Agreement shall be governed by the laws of Victoria, Australia.

9. Independent Contractors

Assignment: The parties are independent contractors with respect to each other, and nothing in this Agreement shall be
construed as creating an employer-employee relationship, a partnership, agency relationship or a joint venture between
the parties. This Agreement is not assignable or transferable by the Licensee.

10. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the Licensee's use of the Software. This
Agreement supersedes any prior verbal understanding between the parties and any Licensee purchase order or other
ordering document, regardless of whether such document is received by RedHill before or after execution of this
Agreement. This Agreement may be amended only in writing by RedHill.
