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          VITA NUOVA COMMERCIAL DEVELOPER LICENCE
                      9 November 2005





IMPORTANT NOTICE - READ CAREFULLY:  This  Licence  Agreement
(``LICENCE'')  is  a legal agreement between you as an indi-
vidual person or organisation (``YOU'') and Vita Nuova Hold-
ings Limited (``VITA NUOVA'') (having an office at 3 Innova-
tion Close, York Science Park, University Road, York England
YO10  5ZF),  for  all or any portion of the software product
accompanying this LICENCE (or  obtained  electronically  for
use under this LICENCE), which includes computer software in
binary and source code form, other information and  documen-
tation (``LICENSED SOFTWARE'').

By copying (except for the sole purpose of making  a  backup
copy), using, modifying, or distributing all or part of YOUR
copy of the LICENSED SOFTWARE YOU accept all the  terms  and
conditions of this LICENCE.

1.  Licence Grant

Subject to the restrictions and conditions in Clause 2 below
and  to third party intellectual property claims YOU MAY for
commercial or non-commercial purposes on a world-wide,  non-
exclusive and perpetual basis (subject to Clause 3):


1.1.  make ADAPTATIONS of the LICENSED SOFTWARE in binary or
      source  code  form.   ADAPTATIONS  means  any work (ie
      code, document, etc) based on the LICENSED SOFTWARE or
      any part of it, for example (i) any work incorporating
      the LICENSED SOFTWARE or any part of it, (ii) any work
      incorporating  any modified form of the LICENSED SOFT-
      WARE or any part of it (eg where the LICENSED SOFTWARE
      is  rewritten in a different computer language or con-
      verted to operate on a  different  type  of  CPU),  or
      (iii)  any  work  otherwise  covered  by  any  of VITA
      NUOVA's or any  third  party's  intellectual  property
      rights in the LICENSED SOFTWARE.


1.2.  use and copy the LICENSED SOFTWARE and/or  ADAPTATIONS
      in  binary or source code form provided that each copy
      of the LICENSED SOFTWARE and ADAPTATIONS shall  retain
      all  existing  copyright notices in files and directo-
      ries.  Where non-trivial extracts are taken  from  the
      LICENSED SOFTWARE YOU must ensure the extracts contain
      appropriate copyright notices based  on  the  existing
      copyright  notices  pertaining  to  the  files  and/or
      directories from which the extracts were taken includ-
      ing a reference to this LICENCE.


1.3.  distribute the LICENSED  SOFTWARE  or  ADAPTATIONS  in
      binary  form  provided that when the LICENSED SOFTWARE
      requires a runtime permit YOU have purchased from VITA
      NUOVA a valid runtime permit for that distribution


1.4.  choose to offer and to make a charge for support, war-
      ranties,  indemnity  or liability obligations (``Addi-
      tional Terms'') provided  always  that  YOU  may  only
      offer  such Additional Terms on YOUR own behalf and as
      YOUR exclusive responsibility and  not  on  behalf  of
      VITA  NUOVA.   If  YOU offer Additional Terms YOU must
      offer them under an agreement  of  YOUR  own  separate
      from  this  one  and  YOU  hereby  agree to indemnify,
      defend hold  harmless  VITA  NUOVA  its  servants  and
      agents  for  any  liability  arising directly or indi-
      rectly as a result of any such Additional Terms.


1.5.  use, copy, modify or distribute parts of the  LICENSED
      SOFTWARE under the separate terms and conditions of an
      existing licence ("FREE SOFTWARE LICENCE")  as  speci-
      fied  by  a  copyright notice in the file or directory
      containing the LICENSED SOFTWARE

2.  Licence Restrictions and Conditions

All rights not specifically and expressly granted under this
LICENCE  are reserved by VITA NUOVA.  Notwithstanding Clause
1 above YOU MAY NOT:


2.1.  distribute copies of any source code in  the  LICENSED
      SOFTWARE to other individuals or organisations outside
      YOUR organisation except  where  the  distribution  is
      under the terms of the FREE SOFTWARE LICENCE


2.2.  allow  distribution  of  more  binary  copies  of  the
      LICENSED  SOFTWARE  than the number of runtime permits
      purchased by YOU from VITA  NUOVA  except  where  that
      distribution  is  under the terms of the FREE SOFTWARE
      LICENCE or the LICENSED SOFTWARE does not require such
      payments


2.3.  allow use of the source code of the LICENSED  SOFTWARE
      by more individuals than the number of developer seats
      purchased by YOU from VITA NUOVA except when that  use
      is under the terms of the FREE SOFTWARE LICENCE


2.4.  use  the   ``Inferno®'',   ``Styx®'',   ``Dis®''   and
      ``Limbo®''  trade  marks  without  the following trade
      mark notice-``Inferno®, Styx®, Dis® and Limbo® are the
      registered  trade marks of Vita Nuova Holdings Limited
      in the USA and other countries''.


2.5.  use  the   ``Inferno®'',   ``Styx®'',   ``Dis®''   and
      ``Limbo®''  trade  marks other than in relation to the
      LICENSED SOFTWARE and/or ADAPTATIONS of  the  LICENSED
      SOFTWARE.

3.  Termination for breach


3.1.  This LICENCE is effective until  terminated.   Without
      prejudice  to  any  other  rights,  VITA NUOVA has the
      option to terminate this LICENCE by written notice  if
      YOU  fail to comply with any term or condition of this
      LICENCE.  Further, YOU agree upon any  termination  of
      this  LICENCE to cease to use the LICENSED SOFTWARE in
      any manner whatsoever and to  certify  in  writing  to
      VITA NUOVA that YOU have done so.

4.  Ownership


4.1.  The LICENSED SOFTWARE is protected  by  copyright  law
      and  international treaty provisions.  YOU acknowledge
      that all rights, title  and  interest  (including  but
      without  limitation  all intellectual property rights)
      in the LICENSED SOFTWARE  will  remain  the  exclusive
      property  of VITA NUOVA or its suppliers, and YOU will
      not acquire any rights to the LICENSED SOFTWARE  other
      than  those  expressly  set out in this LICENCE.  VITA
      NUOVA  and  its  suppliers  reserve  all  rights   not
      expressly  granted  to  YOU, and no other licences are
      granted or implied.


4.2.  YOU  acknowledge  that  title  and  ownership  of  the
      ``Inferno®'',``Styx®'',  ``Dis®'' and ``Limbo®'' trade
      marks, including any  associated  common  law  rights,
      rests with VITA NUOVA.


4.3.  Subject to Clause 4.1 above, YOU shall own all  rights
      title and interest in any intellectual property rights
      resulting from YOUR creation of ADAPTATIONS and  addi-
      tions to the LICENSED SOFTWARE.

5.  Disclaimer of warranty

Except as otherwise provided by separate written agreement:


5.1.  TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE  LAW
      VITA  NUOVA  PROVIDES THE LICENSED SOFTWARE ON AN ``AS
      IS'' BASIS AND DOES NOT WARRANT OR REPRESENT THAT  THE
      LICENSED  SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT
      THE OPERATION OF THE LICENSED SOFTWARE WILL  BE  UNIN-
      TERRUPTED   OR  ERROR-FREE  OR  THAT  DEFECTS  IN  THE
      LICENSED SOFTWARE WILL  BE  CORRECTED.   THE  LICENSED
      SOFTWARE  MAY CONTAIN IN WHOLE OR IN PART PRE-RELEASE,
      UNTESTED OR NOT FULLY TESTED SOFTWARE.  YOU  EXPRESSLY
      AGREE  THAT  THE  USE  OF THE LICENSED SOFTWARE OR ANY
      PORTION THEREOF IS AT YOUR SOLE AND ENTIRE RISK.   THE
      LICENSED SOFTWARE IS PROVIDED WITHOUT UPGRADES OR SUP-
      PORT OF ANY KIND AND VITA NUOVA AND ITS SUPPLIERS DIS-
      CLAIM  ALL  WARRANTIES,  EITHER  EXPRESS  OR  IMPLIED,
      INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND/OR
      CONDITIONS  OF  MERCHANTABILITY,  SATISFACTORY QUALITY
      AND  FITNESS  FOR  A  PARTICULAR  PURPOSE   AND   NON-
      INFRINGEMENT OF THIRD PARTY RIGHTS, WITH REGARD TO THE
      LICENSED SOFTWARE AND THE ACCOMPANYING WRITTEN MATERI-
      ALS.


5.2.  NOTHING IN THIS LICENCE LIMITS VITA NUOVA'S  LIABILITY
      TO  YOU  IN  THE  EVENT  OF  DEATH  OR PERSONAL INJURY
      RESULTING FROM THE NEGLIGENCE  OR  WILFUL  DEFAULT  OF
      VITA NUOVA.

6.  Limitation of liability for loss or damage


6.1.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,  IN
      NO  EVENT  SHALL VITA NUOVA OR ITS SUPPLIERS BE LIABLE
      FOR ANY DAMAGES OR LOSS WHATSOEVER INCLUDING  BUT  NOT
      LIMITED  TO  DIRECT,  INDIRECT, SPECIAL, CONSEQUENTIAL
      LOSS OR DAMAGE, AND LOSS OF BUSINESS  AND/OR  PROFITS,
      LOSS  OF  USE, BUSINESS INTERRUPTION, LOSS OF BUSINESS
      INFORMATION OR DATA, OR ANY OTHER FINANCIAL LOSS ARIS-
      ING  OUT  OF  THE  USE  OF OR THE INABILITY TO USE THE
      LICENSED SOFTWARE AND/OR ANY ADAPTATIONS, EVEN IF VITA
      NUOVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAM-
      AGES.  IN ANY CASE, VITA NUOVA'S  AND  ITS  SUPPLIERS'
      ENTIRE  LIABILITY  UNDER THIS LICENCE SHALL BE LIMITED
      TO THE AMOUNT ACTUALLY PAID BY YOU  FOR  THE  LICENSED
      SOFTWARE.

7.  Exploitation and Assignment


7.1.  VITA NUOVA enters into this LICENCE on the basis  that
      YOU  are  the  sole beneficiary of any commercial gain
      from the use and exploitation of the LICENSED SOFTWARE
      and ADAPTATIONS under this LICENCE.


7.2.  YOU may not assign or transfer (by operation of law or
      otherwise) this LICENCE or any licences or rights pro-
      vided by this LICENCE without VITA NUOVA's prior writ-
      ten consent.

8.  Choice of Law


8.1.  YOU agree that the laws of England shall apply to  any
      dispute  arising from this LICENCE.  YOU agree for the
      benefit of VITA NUOVA that the Courts of England  have
      exclusive  jurisdiction  to  hear and decide any suit,
      action or proceedings (``Proceedings''), and to settle
      any  disputes, which may arise out of or in connection
      with this LICENCE and, for these purposes YOU  irrevo-
      cably  submit  to  the  jurisdiction  of  the  English
      Courts.


8.2.  The submission to  the  jurisdiction  of  the  English
      Courts  does  not limit VITA NUOVA's right to take any
      Proceedings in any one or more jurisdictions, nor does
      the  taking of Proceedings by VITA NUOVA in any one or
      more jurisdictions preclude VITA NUOVA taking Proceed-
      ings in another jurisdiction if and to the extent per-
      mitted by applicable law.

9.  Miscellaneous


9.1.  This is the entire  agreement  between  YOU  and  VITA
      NUOVA  which  supersedes any prior agreement or under-
      standing whether written or oral relating to the  sub-
      ject matter of this LICENCE.


9.2.  YOU will in all YOUR dealings with the LICENSED  SOFT-
      WARE  and  any  ADAPTATIONS act as an independent con-
      tractor.  Nothing in this LICENCE will be construed as
      creating  an  agency,  partnership, or any other legal
      association between YOU and VITA NUOVA  and  YOU  will
      not represent that YOU have any authority to assume or
      create any obligation express or implied on behalf  of
      VITA NUOVA.


9.3.  A person who is not a party to this LICENCE shall have
      no  rights  pursuant to the Contracts (Rights of Third
      Parties) Act 1999 (the ``Act'') to enforce any term of
      this  LICENCE provided that a person who is the lawful
      successor to or permitted assignee of the rights of  a
      party  is  considered  to  be a party to this LICENCE.
      Any right or remedy of a third party which  exists  or
      is available apart from the Act is not affected.

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