Please read this Agreement first.  By opening the software package or using the software delivered herewith, you indicate your agreement with the following terms and conditions:

COMPUTERVISION EVALUATION SOFTWARE LICENSE AGREEMENT

This license agreement ("Agreement") is between Computervision Corporation, 100 Crosby Drive, Bedford, Massachusetts 01730 ("CV") and the individual or entity that has obtained the Licensed Program for its evaluation use ("Evaluator").  This Agreement covers any computer software program(s) from CV delivered herewith ("Licensed Program"), and supporting documentation ("Documentation"), which is intended by CV to be used only for evaluation purposes on a compatible computer owned or leased by or loaned to Evaluator. 

1.	LICENSE.  CV hereby grants Evaluator and Evaluator hereby accepts a non-exclusive license to use the Licensed Program, free of charge, solely for evaluation of the Licensed Program, for a period of 20 (twenty) days.  Use of the Licensed Program for commercial or production purposes is prohibited.  CV retains all rights not expressly granted.

	Evaluator may transfer the Licensed Program to another party only for evaluation purposes, with all Documentation and without charge to the transferee.  Such transfer may be made on the original media or replacement media.  Upon such transfer, the transferor shall delete and cease use of the Licensed Program, and the transferee shall thereafter be deemed the Evaluator.  Evaluator shall not rent, lease or sell or otherwise transfer for any fee or charge the Licensed Program to any third party.  Evaluator may not copy Documentation.

	Evaluator shall not modify, translate, disassemble , reverse engineer or decompile any Licensed Program or create a derivative work based on a Licensed Program (except where and to the extent the right to do so is mandated by applicable law).  Without limiting the generality of the foregoing, Evaluator shall not remove this Agreement or the copyright notice or any of the notices or technical restrictions in the Licensed Program restricting use to evaluation purposes and barring production or other commercial use.

2.	TITLE; PROTECTION OF LICENSED PROGRAM.  Title and rights of ownership in and to each Licensed Program and copy thereof shall remain in CV or its third party licensor ("Licensor").  Evaluator agrees to take appropriate action with its employees or other persons permitted access to the Licensed Program to prevent use of the Licensed Program other than as permitted under this Agreement.

3.	TERMINATION.  Evaluator may terminate this Agreement by destroying all copies of the Licensed Program.  This Agreement or the license granted hereunder may be terminated by CV if Evaluator fails to comply with any of the terms and conditions of this Agreement.  This Agreement shall remain in force until such termination.  Upon termination, Evaluator shall cease using and return or destroy any Licensed Program as CV may direct.

4.	DISCLAIMER OF WARRANTY.  This copy of the License Program has been provided by CV without charge except for shipping and handling and consequently is provided "as-is".  CV AND LICENSORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO ANY LICENSED PROGRAM OR DOCUMENTATION INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  CV makes no warranty that the Licensed Program or Documentation is error-free or that CV will rectify any problem encountered by Evaluator in the Licensed Program or Documentation.  Licensed Program has been developed and tested by CV for use with certain compatible computers which it shall identify on request, and attempted use on other computers may significantly impair or prevent operation of the Licensed Program.

5.	LIMITATION OF LIABILITY.  CV's and Licensors' liability for damages shall not exceed the charges paid by Evaluator for shipping and handling.  CV and Licensors shall not be liable for any lost profits, lost data, lost use, substitute programs, or any claim or demand against Evaluator by any other party.  IN NO EVENT SHALL CV, LICENSORS OR ITS RESELLER BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.	COMPLIANCE WITH EXPORT LAWS.  Evaluator acknowledges that the Licensed Program and Documentation is or may be subject to export and import controls in the United States or other applicable countries.  Evaluator agrees that no Licensed Program or Documentation will be exported, re-exported or resold in the country of installation without Evaluator first complying with all applicable laws and regulations of the U.S. Department of Commerce and other countries having jurisdiction over the export or import of the Licensed Program and Documentation, including obtaining any required governmental licenses.

7.	U.S. GOVERNMENT RIGHTS. The Licensed Program and Documentation are Commercial Computer Software, as defined in the DFARS (JUN'95), and subject to DFARS 227.7201-1(a) and 227.7202-3(a) (JUN'95) or  FAR 52.227-19 as applicable.

8.	GENERAL.  The provisions of the Agreement shall control over the terms of any purchase order or other writing issued by Evaluator or on its behalf or other communication between Evaluator and CV.  Use of the Licensed Program or opening the software package by Evaluator shall be deemed conclusive evidence of Evaluator's agreement with the terms of this Agreement.  No modification of this Agreement shall be valid unless executed by an authorized representative of CV.  This Agreement supersedes all prior agreements and understanding between the parties related to the subject matter hereof and is intended by the parties as the complete and exclusive statement of the terms of their agreement.  Any provision hereof not permitted by applicable law shall be deemed modified or deleted to the minimum extent necessary to conform to such law, and the remaining provisions hereof shall remain in full force and effect.  This Agreement shall be governed by the laws of the Commonwealth of Massachusetts.  
11/18/95