Software License Agreement

SOFTWARE LICENSE AGREEMENT

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Informix Software, Inc. ("Informix"), and the person or ent ity listed in the signature block below ("Licensees") hereby agree that, after execution of this agreement (this "Agreement") by Licensee and acceptance by Informix, the terms and conditions of the following sections A through G and those of any Informix Schedules shall apply to the use of the Products. All capitalized terms used herein and not otherwise defined are defined in section G.



A. LICENSEE'S RIGHTS, REPRESENTATIONS AND OBLIGATIONS. 1. Informix hereby

-------------------------------------- ------------ grants and Licensee hereby accepts the nonexclusive, nontransferable, royalty bearing right and license within the United States ("Territory"), in accordance with the User Documentation and this Agreement and only in conjunction with the Comp uter System(s), to:



(a) use the Products for internal business purposes;



(b) copy object code of a Product into any computer readable form for back-up purposes in support of Licensee's use of the Products;



(c) distribute the Products to Affiliate who have agreed to be bound by provisions substantially similar to those contained in this Agreement for their internal business purposes on the Computer Systems.



2. Use of the Products is restricted to the number of users, and the Computer Systems which correspond to the machine class, if applicable, for which license fees have been paid.



3. Except as specifically permitted by this Agreement, Licensee shall not directly or indirectly (a) use any Confidential Information of Informix to create any computer s oftware program or user documentation which is substantially similar to any Product; (b) reverse engineer, disassemble or decompile, or otherwise attempt to derive the source code for, any Product; (c) encumber, time-share, rent, or lease the rights grant e d by this Agreement; (d) copy, manufacture, adopt, create derivative works of, translate, localize, port or otherwise modify any Products or other Confidential Information of Informix or grant anyone a license to engage in similar conduct. Results of any benchmark or other performance tests run on the Products may not be disclosed to any third party without Informix's prior written consent.



4. Licensee does not have, and shall not claim that it has, any right in or to any of the Products or the Confidential Information received from Informix other than as specifically granted by this Agreement. Licensee shall promptly notify Informix of any actual or suspected unauthorized use of the Products or use or disclosure of the Confidential Information received from Informix, and shall provide reasonable assistance to Informix (at Informix's expense) in the investigation and prosecution of such unau thorized use or disclosure.



5. Licensee shall comply with the Export Laws, Licensee hereby assures Informix that it will not export or re-export directly or indirectly (including via remote access) any part of the Product(s) or any Confidential Informatio n to any country for which a validated license is required under the Export Laws without first obtaining a validated license. If at any time Informix determines that the laws of any country in the Territory are or become insufficient to protect Informix's intellectual or proprietary rights in the Products, both parties will in good faith work with each other to protect Informix's intellectual or proprietary rights in that country.



6. Products acquired with United States Federal Government funds or intended for use within or for any United States federal agency are provided with "Restricted Rights" as defined in DFARS 252.227-7013(c)(1)(ii) or FAR 52.227-19.





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The following Schedules which are attached hereto, are initialed by Licensee and made a part of this Agreement by this reference



Informix Schedule for Product Licensing - ------------------------ --------------------------- -------------------------



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LICENSEE: LICENSEE ACCEPTANCE:

/s/ JOHN REZNER

GEOCITIES ----------------------------

SANTA MONICA, CALIFORNIA 90405-1030 Signature

ATTN: ANDRE DELOSSANTOS John Rezner

PHONE: (310) 664-6500 ----------------------------

Printed Name and Title

6/30/98

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INFORMIX: LICENSEE ACCEPTANCE:

/s/ GARY LLOYD

INFORMIX SOFTWARE, INC. ----------------------------

4100 BOHANNON DRIVE Signature

MENLO PARK, CALIFORNIA 94025

ATTN: GENERAL COUNSEL Gary Lloyd, Vice President,

PHONE: (650) 926-6300 Legal General Counsel and

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Printed Name and Title

6/30/98

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Effective Date



B. CONFIDENTIALITY. 1. Except for the specific rights granted by this

--------------- Agreement, neither party shall use or disclose any Confidential Information of the other party. A party receiving Confidential Information from the other shall use the highest commercially reasonable degree of care to protect that Confidential Information, including ensuring that its employees with access to such Confidential Information have agreed in writing not to disclose the confidential Information have agreed in writing not to disclose the Confidential Informati o n. Within 15 days of the request of the disclosing party, and in its sole discretion, the receiving party shall either return to the disclosing party originals and copies of any Confidential Information and all information, records and materials develope d from them by the receiving party, or destroy the same. Either party may only disclose the general nature, but not the specific financial terms, of this Agreement without the prior consent of the other party, provided Informix may provide a copy of this Agreement to any financial institution in conjunction with a receivables financing transaction if such financial institution agrees to keep this Agreement confidential.



2. Notwithstanding the foregoing, nothing therein shall prevent a receiving party fro m disclosing all or part of the Confidential Information which is necessary to disclose pursuant to the lawful requirement of a governmental agency or when disclosure is required by operation of law, provided, however, that prior to any such disclosure, t h e receiving party shall use reasonable efforts to (a) promptly notify the disclosing party in writing of such requirements to disclose, and (b) cooperate fully with the disclosing party in protecting against any such disclosure and/or obtaining a protecti ve order.



3. Money or damages will not be an adequate remedy if this section B is breached and therefore, either party may, in addition to any other legal or equitable remedies, seek an injunction or similar equitable relief against such breach.



C. LIMITED WARRANTIES AND REMEDIES. 1. Informix warrants that (a) use of

------------------------------- unmodified Products, will not violate the intellectual property rights of any third party under U.S. patent copyright trademark or trade secret law o f the United States; (b) it has full power and right to enter into this Agreement and (c) during the first 90 days from the date Licensee receives an unmodified Products ("Warranty Period") manufactured by Informix, the ;media for those Products will, und er normal use, be free of defects in materials and workmanship and the Development Products will substantially conform to the User Documentation.



2. EXCEPT FOR THESE EXPRESS LIMITED WARRANTIES, LICENSEE ACCEPTS THE PRODUCTS "AS IS," WITH NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WITHOUT LIMITATION, WAR ...