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------------ Zinc Application Framework 4.2 - LICENSE.TXT -----------
----------- COPYRIGHT (C) 1990-1996.  All Rights Reserved. ----------
------ Zinc Software Incorporated.  Pleasant Grove, Utah  USA -------
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DO NOT OPEN THE SOFTWARE PACKAGE(S) UNTIL YOU HAVE READ AND ACCEPTED
THIS LICENSE AGREEMENT.  BY OPENING THE SOFTWARE PACKAGE(S) OR USING
THE SOFTWARE (OR AUTHORIZING ANY OTHER PERSON TO DO SO) YOU ACCEPT THIS
LICENSE AGREEMENT.  IF YOU DO NOT AGREE TO THIS LICENSE AGREEMENT, YOU
MAY RETURN THIS PRODUCT WITHIN TEN DAYS OF PURCHASE (IF THE SOFTWARE
PACKAGE(S) IS (ARE) UNOPENED) FOR A REFUND.

Zinc Application Framework, V4.2
End User Software License Agreement

1.  Software.  Zinc Application Framework is comprised of the computer
programs and documentation contained in this product package and is
referred to as the "Software."  The enclosed Software includes an
"Engine" and one or more "Keys."  The Key(s) enclosed in the
accompanying software package(s) is (are) referred to in this Agreement
as the "Licensed Keys."  If Licensee desires to use additional Keys,
a license for such additional Keys may be purchased from Zinc.
Additional Keys for which a license is purchased shall be governed by
this Agreement as Licensed Keys.

2.  A "Zinc" Product.  The Software is a product owned and developed
by Zinc Software Incorporated ("Zinc") and its licensor(s).

3.  Licensee.  Licensee is the person or entity who purchased this
License or for whom it was purchased.

4.  License.  Zinc sells and grants to Licensee, and Licensee
purchases, a nonexclusive, nontransferable license (the "License") to
use the Software in accordance with this Agreement.  Each Licensed Key
may be used by a single user only (i.e., the Licensed Key is personal
to the user) on a single computer running under the operating system
designated on the Software package for the Key (a "licensed computer").
Licensee may not use a Licensed Key on more than one computer at any
given time unless an additional license for each additional computer
is purchased.  The Engine may be used by a single user only (i.e., the
Engine is personal to the user) on any licensed computer on which at
least one of the user's Licensed Key(s) is used as permitted above.
Rights not expressly granted are reserved by Zinc.

5.  Distribution Rights.  The Software includes "Linkable Routines" and
"Distributable Files."  Linkable Routines consist of the object code
routines in the Software libraries (e.g., *.LIB, lib*.a).  The License
includes the right to incorporate Linkable Routines into application
programs developed by Licensee and to distribute them as part of such
applications, provided that the Linkable Routines have been
incorporated in such a way that they cannot be used apart from the
applications.  Distributable Files consist of those "run-time" files
identified in the Software documentation as required during execution
of Licensee's applications.  The License further includes the right to
distribute Distributable Files as part of application programs
developed by Licensee.  No other portions of the Software may be
distributed or transferred by Licensee.  THE LINKABLE ROUTINES AND
DISTRIBUTABLE FILES MAY NOT BE DISTRIBUTED AS PART OF ANY APPLICATION
PROGRAM THAT IS A LIBRARY-TYPE PRODUCT, DEVELOPMENT TOOL OR OPERATING
SYSTEM, OR THAT MAY BE COMPETITIVE WITH OR USED IN LIEU OF THE
SOFTWARE, WITHOUT THE EXPRESS WRITTEN PERMISSION OF ZINC.  Licensee
must include an appropriate Zinc copyright notice on all copies of its
application programs.

6.  Copies and Adaptations.  Licensee may make or authorize the making
of copies or adaptations of the Software provided that any such new
copy or adaptation: (i) is created as an essential step in the
utilization of the Software on the licensed computer and is used in no
other manner, or (ii) is only for archival purposes to back-up the
licensed computer.  All trademark and copyright notices must be
faithfully reproduced and included on such copies and adaptations.
Notwithstanding the foregoing, Licensee may not copy the Software
documentation.

7.  Source Code.  The License is limited to the Software in machine
executable code and object code form only and does not include any
rights to source code unless a separate Source Code License is
purchased.

8.  Protection of Software.  Except as expressly authorized in this
Agreement, Licensee may not: (i) disassemble, decompile or otherwise
reverse engineer the Software, or (ii) create derivative works based
upon the Software, or (iii) rent, lease, sublicense, distribute,
transfer, copy, reproduce, modify or timeshare the Software, or (iv)
allow any third party to access or use the Software, or (v) modify the
Software (including any deletion of code from or addition of code to
the Software).

9.  Ownership.  Ownership of, and title to, the Software (including any
adaptations) and all copies thereof (including copies provided with
this Agreement and copies under Paragraph 6) shall be held by Zinc.
Copies are loaned to Licensee to allow Licensee to exercise rights
under the License.  Only the License is purchased by Licensee.

10.  Transfer of License.  Licensee may transfer the License to another
person or entity if Licensee first delivers to Zinc the written
agreement of the transferee to be bound by this Agreement.  If the
License is transferred, Licensee must permanently transfer to the
transferee all copies of the Software including the original copies
provided in this package and copies under Paragraph 6.

11.  Limited Warranty.

11(a).  Registration Card.  Licensee shall have no rights under this
Limited Warranty if the enclosed Registration Card is not promptly
completed, signed and returned to Zinc.

11(b).  Media and Documentation.  Zinc warrants that if the enclosed
magnetic media or documentation are in a damaged or physically
defective condition at the time that the License is purchased and if
they are returned to Zinc (postage prepaid) within 90 days of purchase,
then Zinc will provide Licensee with replacements at no charge.

11(c).  Software.  Zinc warrants that if the Software fails to
substantially conform to the specifications in the Software
documentation or to any other Software specifications published by Zinc
and if the nonconformity is reported in writing by Licensee to Zinc
within 90 days from the date the License is purchased, then Zinc shall
either remedy the nonconformity or offer to refund the purchase price
to Licensee upon a return of all copies of the Software to Zinc.  In
the event of a refund the License shall terminate.

12.  Disclaimer and Limitations.

12(a).  DISCLAIMER OF WARRANTIES.  ZINC MAKES NO WARRANTY,
REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
ZINC DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF MER-
CHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
ZINC DOES NOT WARRANT THAT THE SOFTWARE WILL SATISFY LICENSEE'S
REQUIREMENTS OR THAT THE SOFTWARE IS WITHOUT DEFECT OR ERROR OR THAT
THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED.

12(b).  LIMITATION ON LIABILITY.  THE AGGREGATE LIABILITY OF ZINC
ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SOFTWARE (REGARDLESS
OF THE FORM OF ACTION OR CLAIMžE.G., CONTRACT, WARRANTY, TORT, COMPUTER
MALPRACTICE, FRAUD AND/OR OTHERWISE) IS LIMITED TO THE TOTAL OF ALL
PAYMENTS MADE BY OR FOR LICENSEE TO PURCHASE THE LICENSE.  ZINC SHALL
NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL,
INDIRECT OR PUNITIVE DAMAGES EVEN IF ZINC HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.  ZINC IS NOT RESPONSIBLE FOR LOST PROFITS
OR REVENUE, LOSS OF USE OF THE SOFTWARE, LOSS OF DATA, COSTS OF RE-
CREATING LOST DATA, THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM,
OR CLAIMS BY ANY PARTY OTHER THAN LICENSEE.  THE OFFICERS, DIRECTORS,
EMPLOYEES, SHAREHOLDERS AND REPRESENTATIVES OF ZINC ARE NOT PARTIES TO
THIS AGREEMENT AND SHALL HAVE NO OBLIGATION OR LIABILITY RELATING TO
THIS AGREEMENT OR THE SOFTWARE.

12(c).  Responsibility for Decisions.  Licensee is responsible for
decisions made and actions taken based on the Software.  The Software
is designed and intended for use by computer professionals experienced
in the uses and limitations of computer software and it is Licensee's
responsibility to ascertain the suitability of the Software.  The
Software is not intended for personal, family or household use.

13.  SOLE REMEDY AND ALLOCATION OF RISK.  LICENSEE'S SOLE AND EXCLUSIVE
REMEDY IS SET FORTH IN THIS AGREEMENT. This Agreement defines a
mutually agreed-upon allocation of risk and the License prices and fees
reflect such allocation of risk.

14.  Governing Law.  This Agreement shall be governed by the laws of
the state of Utah and the United States of America.

15.  Entire Agreement.  This Agreement sets forth the entire
understanding and agreement between the parties and may be amended only
in a writing signed by both parties.  No vendor, distributor, dealer,
retailer, sales person or other person is authorized by Zinc to modify
this Agreement or to make any warranty, representation or promise which
is different than, or in addition to, the warranties, representations
or promises of this Agreement.

16.  Interpretation.  Any reference in this Agreement to Software shall
include any portion thereof.

17.  Termination.  The License shall automatically terminate if
Licensee materially breaches this Agreement.  Upon termination of the
License, Licensee shall deliver to Zinc the original and all other
copies of the Software.

18.  Export Act.  Licensee hereby warrants and certifies that no
Software or any related item or product will be made available or
exported to any country in contravention of any law of the United
States, including the Export Administration Act of 1979 and regulations
relating thereto.

19.  Construction.  This Agreement represents the wording selected by
the Parties to define their agreement and no rule of strict
construction shall apply against any Party.

20.  Restricted Rights.  Any Software provided by Zinc under this
Agreement to the US Federal Government or its agencies, is licensed
with Restricted Rights.  Use, duplication, or disclosure by the
Government is subject to restrictions as set forth in subparagraph
(c)(1)(ii) of The Rights in Technical Data and Computer Software clause
at DFARS 252.227-7013 or in subparagraph (c)(2) of the Commercial
Computer Software--Restricted Rights at FAR 52.227-19, as applicable.
Contractor/Manufacturer is Zinc Software Incorporated, 405 South 100
East, 2nd Floor, Pleasant Grove, Utah 84062.

IF SOURCE CODE IS INCLUDED IN THE SOFTWARE PACKAGE(S) PROVIDED TO
LICENSEE, THE FOLLOWING SOURCE CODE LICENSE ADDENDUM IS ALSO
APPLICABLE.

Zinc Application Framework, V4.2
Source Code License Addendum

1.  Source Code.  "Source Code" shall mean the source code enclosed in
the Software Package(s) provided to Licensee.

2.  End User License Agreement.  This Source Code License Addendum is
an addendum to, and part of, the Zinc Application Framework End User
Software License Agreement ("End User License Agreement") accepted by
you as the "Licensee."  The enclosed source code shall be governed by
such End User License Agreement as part of the "Software."

3.  Source Code License.  The License under the End User License
Agreement is expanded to include the right to use the Source Code to
maintain and modify the Software to conform with Licensee's needs in
creating application programs.

4.  Disclaimer.  Because Zinc Software Incorporated ("Zinc") has no
control over modifications made by Licensee, it is not obligated to
maintain or support modified versions of the Software and no warranties
are applicable to such modified versions.  There is no warranty that
the Software is suitable for modification and all modifications are
undertaken at the risk and discretion of Licensee.

5.  Ownership.  All modifications to the Software, and all modified
versions of the Software created by Licensee, shall be the property of
Zinc and Licensee hereby assigns the same (including any corresponding
copyrights and intellectual property) to Zinc.  These modifications
shall be deemed licensed to Licensee as Software under the License.

6.  Confidentiality.  Licensee acknowledges that the Source Code
contains confidential information and trade secrets proprietary to Zinc
and/or its licensor(s).  The Source Code (and each copy thereof) is the
sole and exclusive property of Zinc.  Licensee shall not disclose or
transfer the Source Code or any part thereof to any other person or
entity.  Licensee shall take reasonable precautions to protect and
preserve the confidentiality of the Source Code.

7.  Termination.  Termination of the License under the End User License
Agreement terminates all of Licensee's rights under this Source Code
License Addendum.  The License shall automatically terminate if
Licensee materially breaches this Source Code License Addendum.  Upon
termination of the License, Licensee shall deliver to Zinc all copies
of the Source Code.

Revision 9/94

