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                                                                   Exhibit 10.68


   ROGUE WAVE(R) STINGRAY(R) LICENSE TERMS AND CONDITIONS (REV. 10-JUNE-2003)

THE FOLLOWING TERMS AND CONDITIONS CREATE A SOFTWARE LICENSE AGREEMENT ("LICENSE
AGREEMENT") BETWEEN ROGUE WAVE SOFTWARE, INC. (REFERRED TO AS "ROGUE WAVE") AND
THE INDIVIDUAL OR SINGLE ENTITY REFERRED TO HEREIN AS "YOU" OR "LICENSEE" FOR
THE "LICENSED SOFTWARE" (AS DEFINED BELOW). PLEASE READ THESE LICENSE TERMS AND
CONDITIONS CAREFULLY BEFORE INSTALLING OR USING THE LICENSED SOFTWARE. ROGUE
WAVE IS WILLING TO GRANT LICENSEE THE FOLLOWING LICENSE TO USE THE LICENSED
SOFTWARE ACCORDING TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ONLY ON
THE CONDITION THAT LICENSEE ACCEPTS ALL TERMS AND CONDITIONS IN THIS LICENSE
AGREEMENT.

IF THE LICENSED SOFTWARE IS AN UPDATED OR NEW VERSION OF ANY SOFTWARE FOR WHICH
YOU HAVE PREVIOUSLY EXECUTED A WRITTEN SOFTWARE LICENSE AGREEMENT WITH ROGUE
WAVE ("ORIGINAL SOFTWARE LICENSE AGREEMENT"), THE TERMS AND CONDITIONS OF SUCH
ORIGINAL SOFTWARE LICENSE AGREEMENT SHALL APPLY AND SUPERCEDE THE TERMS OF THIS
LICENSE AGREEMENT. IN ALL OTHER CASES THE TERMS OF THIS LICENSE AGREEMENT SHALL
APPLY AND THESE LICENSE TERMS AND CONDITIONS WILL CONSTITUTE THE ENTIRE
AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDES ANY AND ALL
PREVIOUS COMMUNICATIONS, REPRESENTATIONS OR AGREEMENTS, WHETHER WRITTEN OR ORAL,
WITH RESPECT TO THE SUBJECT MATTER HEREOF. ANY TERM OR CONDITION IN ANY PURCHASE
ORDER OR OTHER DOCUMENT FURNISHED BY LICENSEE THAT IS IN ADDITION TO OR
INCONSISTENT WITH THIS LICENSE AGREEMENT IS HEREBY EXPRESSLY REJECTED. THE
LICENSED SOFTWARE IS LICENSED AND NOT SOLD.

BY CLICKING ON THE "ACCEPT" BUTTON BELOW, OR BY INSTALLING OR USING THE LICENSED
SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND
IT, AND AGREE TO BE BOUND BY IT. IF You DO NOT AGREE TO ANY OF THE TERMS AND
CONDITIONS BELOW, ROGUE WAVE IS UNWILLING TO LICENSE THE LICENSED SOFTWARE TO
YOU, AND YOU SHOULD CLICK ON THE "DO NOT ACCEPT" BUTTON BELOW TO DISCONTINUE THE
INSTALLATION PROCESS. IN SUCH CASE, YOU MAY, WITHIN TEN (10) DAYS AFTER YOUR
RECEIPT OF THE LICENSE SOFTWARE, RETURN IT, ALONG WITH ITS ORIGINAL PACKAGING
AND PROOF OF PURCHASE, AND YOU WILL RECEIVE A REFUND OF THE PURCHASE PRICE.

1. DEFINITIONS.

1.1 "APPLICATION" means a software application that makes use of or incorporates
the RW Libraries in its implementation without exposing any part of the Licensed
Software application programming interface either directly or indirectly.

1.2 "LICENSED DEVELOPER" means an individual software developer, employed by or
under contract to Licensee, whom Licensee has designated as a "Licensed
Developer," and for whom Licensee has paid the applicable per product or per
module license fees required to authorize such person to use such products or
modules to develop Applications on Licensee's behalf.

1.3 "LICENSED SOFTWARE" means the Rogue Wave software components, in source code
or binary form, for which Licensee has paid the applicable per product or per
module license fees, together with the user guides, build guides, reference
manuals and other documentation accompanying such software components or
otherwise made available by Rogue Wave (collectively, the "Documentation"), any
executables delivered with the software components and any modified or updated
versions of any of the foregoing made available to Licensee pursuant to
Licensee's purchase of Maintenance and Support.

1.4 "MAINTENANCE AND SUPPORT" means the technical support and software
maintenance services on the Licensed Software for which Licensee has paid the
applicable fees.

1.5 "RW LIBRARIES" means any Licensed Software library, in binary form, intended
to be embedded in an Application or used in the execution of an Application.

2. LICENSE GRANTS.

2.1 DEVELOPMENT LICENSE GRANT. Subject to the terms and conditions of this
License Agreement, Rogue Wave grants to Licensee a nonexclusive,
nontransferable, perpetual, limited right and license to: (a) permit Licensed
Developers to install and use the Licensed Software, on a per product or per
module basis, for the sole purpose of creating Applications; (b) permit a
reasonable number of other persons employed by or under contract to Licensee to
install and use the Licensed Software for the sole purpose of building the RW
Libraries, and to use the RW Libraries for the sole purpose of linking,
compiling or testing Applications created by Licensed Developers; and (c) copy
or have copied the Licensed Software and RW Libraries as necessary for the
purpose of exercising the rights granted under this Section 2.1 or for back-up
or disaster recovery purposes, provided, that Rogue Wave's copyright notice and
other proprietary rights notices are reproduced on each copy.

2.2 DEPLOYMENT AND DISTRIBUTION LICENSE GRANT. Subject to the terms and
conditions of this License Agreement, Rogue Wave grants to Licensee a
nonexclusive, nontransferable, perpetual, royalty-free, limited right and
license to: (a) install and use the RW Libraries in connection with the
execution of Applications created in compliance with Section 2.1, on CPUs owned
or leased by Licensee or contractors under Licensee's control, which are located
at facilities owned or leased by Licensee or contractors under Licensee's
control; (b) distribute and grant to Licensee's customers pursuant to a license
agreement at least as protective of the rights of Rogue Wave as this License
Agreement the right to install and use the RW Libraries in connection with the
execution of Applications created in compliance with Section 2.1, on CPUs owned
or leased by such customers or contractors under such customers' control, which
are located at facilities owned or leased by such customers or contractors under
such customers' control; and (c) copy or have copied the RW Libraries embedded
in or used in the execution of Applications as necessary for the purpose of
exercising the rights granted under this Section 2.2 or for back-up or disaster
recovery purposes, provided, that Rogue Wave's copyright notice and other
proprietary rights notices are reproduced on each copy.

3. LICENSE RESTRICTIONS AND LICENSEE RESPONSIBILITIES.

3.1 DEVELOPMENT RESTRICTIONS. The development rights granted to Licensee in
Section 2.1 may only be exercised by individual developers employed by or under
contract to Licensee that Licensee has designated as "Licensed Developers" and
for whom Licensee has paid the applicable per product or per module development
license fees. If one Licensed Developer ceases to be employed by or under
contract to Licensee or permanently ceases work on projects involving the
Licensed Software, then Licensee may designate an alternate developer to replace
such Licensed Developer at no additional cost. However, the development license
is not a concurrent license that may be used by numerous developers in shifts.
Licensee may not create a programmatic interface that makes use of the Licensed
Software application programming interfaces for use by any party other than
Licensed Developers and must ensure that persons other than Licensed Developers
do not have programmatic access to the Licensed Software or RW Libraries either
directly or indirectly. Nothing herein shall grant Licensee the right to grant
its customers the right to programmatically use or grant others the right to
programmatically use the Licensed Software or RW Libraries.

3.2 GENERAL USE LIMITATIONS. All rights not specifically granted herein are
retained by Rogue Wave. Licensee may not, nor may Licensee permit any other
person or entity to use, copy, modify, or distribute the Licensed Software
(electronically or otherwise), or any copy, adaptation, transcription, or merged
portion thereof (including the RW Libraries), or the Documentation except as
expressly authorized by Rogue Wave. Licensee may not modify or port the Licensed
Software or RW Libraries to operate on or deploy the RW Libraries or
Applications on platforms other than those for which it has paid the appropriate
fees. Licensee may not, nor may Licensee permit any other person or entity to,
reverse assemble, reverse compile, or otherwise translate any binary forms of
the Licensed Software, except to the extent applicable laws specifically
prohibit such restriction. Licensee's rights may not be transferred, leased,
assigned, or sublicensed except for a transfer of the License Agreement in its
entirety to (1) a successor in interest of Licensee's entire business who
assumes the obligations of this License Agreement or (2) any other party who is
reasonably acceptable to Rogue

Rogue Wave Stingray License Terms and Conditions (Rev. 10-June-2003)
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Wave, enters into a substitute version of this License Agreement, and pays an
administrative fee intended to cover attendant costs. No service bureau work,
multiple-user license, or time-sharing arrangement is permitted, except as
expressly authorized by Rogue Wave. If Licensee uses, copies, or modifies the
Licensed Software or RW Libraries or transfers possession of any copy,
adaptation, transcription, or merged portion thereof to any other party in any
way not expressly authorized by Rogue Wave, all licenses under this License
Agreement are automatically terminated.

3.3 PROPRIETARY PROTECTION. Rogue Wave shall have sole and exclusive ownership
of all right, title, and interest in and to the Licensed Software and all
modifications and enhancements thereof (including ownership of all trade secrets
and copyrights pertaining thereto), subject only to the rights and privileges
expressly granted to Licensee herein by Rogue Wave. This License Agreement does
not provide Licensee with title or ownership of the Licensed Software, but only
a right of limited use. Licensee must keep the Licensed Software free and clear
of all claims, liens, and encumbrances.

3.4 COMPLIANCE VERIFICATION. Licensee must have a commercially-reasonable
process in place to track the number of developers using the Licensed Software
in order to ensure that the appropriate license fees have been paid. Licensee
will, upon Rogue Wave's request, certify in writing the number developers using
the Licensed Software, on a per product or per module basis, as of the date of
the request. In the event Licensee fails to provide such certification within
thirty (30) days of Rogue Wave's request, or, if Rogue Wave reasonably believes
that a certification provided by Licensee is inaccurate or that Licensee is
otherwise not in compliance with the terms of this License Agreement, Licensee
will permit Rogue Wave, or a mutually-approved independent representative, to
enter Licensee's premises, during regular business hours, to verify Licensee's
compliance with the terms of this License Agreement.

3.5 CONFIDENTIALITY OF SOURCE CODE. Licensee agrees to maintain in confidence
the source code version of the Licensed Software by using at least the same
physical and other security measures as Licensee uses for its own confidential
technical information and documentation, but in no case less than reasonable
measures. Licensee further agrees not to disclose the source code version of the
Licensed Software, or any aspect thereof (including, without limitation, header
files), to anyone other than employees or contractors who have a need to know or
obtain access to such information in order to support Licensee's authorized use
of the Licensed Software and are bound to protect such information against any
other use or disclosure. These obligations shall not apply to any information
generally available to the public, ascertainable based on the operation of the
binary code version of Applications, independently developed or obtained without
reliance on Rogue Wave's information, or approved for release by Rogue Wave
without restriction.

3.6 DEVELOPMENT OF APPLICATIONS. The Licensed Software is intended for use by
sophisticated developers. Licensee is responsible for selecting persons who are
qualified to use the Licensed Software on Licensee's own equipment and are
familiar with the Licensed Software. Licensee is also responsible for ensuring a
proper environment and proper utilities for the development and execution of
Applications utilizing the Licensed Software. Licensee represents that it has
the requisite expertise to evaluate the suitability of the Licensed Software and
that it has undertaken its own investigation of the suitability of the Licensed
Software in the Applications. Licensee represents that it has relied upon its
own skill and judgment in selecting the Licensed Software and developing the
Applications.

3.7 RELATIONSHIP WITH END USERS. There are no third party beneficiaries to this
License Agreement. Consequently, Rogue Wave provides no warranty at all to any
person, other than the limited warranty provided to Licensee hereunder. Licensee
will be solely responsible for the development of the Applications authorized by
this License Agreement and for providing all support or services required or
requested by end users of the Applications. Licensee will not make any
representations or warranties to its employees, customers, end users or any
other third party on Rogue Wave's behalf. Rogue Wave assumes no responsibility
under this License Agreement, either directly or indirectly, for damages to
Licensee or third parties resulting from the direct or indirect use of the
Applications created by or on behalf of Licensee and Licensee shall defend and
hold harmless Rogue Wave from any such damages. Licensee hereby agrees to
indemnify and hold harmless Rogue Wave from and against any and all claims,
actions, or demands arising with respect to Applications developed and/or
distributed by Licensee, with the sole exception of those matters for which
Rogue Wave bears responsibility under Section 6 of this License Agreement. The
foregoing indemnity shall be contingent upon Rogue Wave: (1) giving written
notice to the Licensee of any claim, demand, or action for which indemnity is
sought; (2) fully cooperating in the defense or settlement of any such claim,
demand, or action; and (3) obtaining the prior written agreement of (he Licensee
to any settlement or proposal of settlement.

3.8 REMEDIES. Licensee acknowledges that, in the event of Licensee's breach of
any of the foregoing provisions, Rogue Wave will not have an adequate remedy in
money or damages. Rogue Wave will therefore be entitled to obtain an injunction
against such breach from any court of competent jurisdiction immediately upon
request without posting a bond. Rogue Wave's right to obtain injunctive relief
shall not limit its right to seek further remedies.

4. MAINTENANCE AND SUPPORT OF LICENSED SOFTWARE. Rogue Wave or its authorized
resellers shall provide Maintenance and Support on the Licensed Software at the
level and for the period for which Licensee has paid the applicable fees.
Maintenance and Support services provided by Rogue Wave are provided in
accordance with Rogue Wave's Stingray maintenance and support and obsolescence
policies, which are subject to change. Maintenance and Support is limited to
platforms listed on Rogue Wave's current product support matrix, which is also
subject to change. Licensee is responsible for ensuring that its development and
deployment environment is on the current product support matrix. Off-matrix
support is available from Rogue Wave for an additional fee. At the end of any
maintenance and support period, Rogue Wave or its authorized reseller may send
Licensee a pro forma invoice for renewal of maintenance and support. Licensee
may renew maintenance and support for the period set forth in such pro forma
invoice by paying the fees set forth therein. If Licensee fails to pay the fees
set forth in the pro forma invoice by the end of the then current maintenance
and support period, then maintenance and support shall terminate as of the end
of such period.

5. LIMITED WARRANTY, DISCLAIMER AND LIMITATION OF LIABILITY.

5.1 LIMITED WARRANTY. Rogue Wave warrants to Licensee that the unaltered
Licensed Software, when used as permitted under the License Agreement and in
accordance with the instructions in the Documentation, will operate
substantially as described in the Documentation for a period of sixty (60) days
from the date of delivery (the "Software Warranty Period"). The Licensed
Software is provided to Licensee as source code and is for use by sophisticated
software developers, and Rogue Wave does not warrant that use of the Licensed
Software will be uninterrupted or error-free, that all errors will be corrected,
or that use of the Licensed Software will meet Licensee's needs. Rogue Wave
will, at its own expense and as its sole obligation and Licensee's sole and
exclusive remedy for any breach of this warranty, use commercially reasonable
efforts to correct any reproducible error in the Licensed Software reported to
Rogue Wave by Licensee in writing during the Software Warranty Period; provided,
however, that no such error correction provided to Licensee will extend the
original Software Warranty Period. If Rogue Wave determines that it is unable to
correct the error, Rogue Wave may, upon approval by Licensee, refund to Licensee
the fees paid by the Licensee for the defective Licensed Software and terminate
the License Agreement and all licenses granted herein. In the event Licensee
does not approve of such refund and termination of the License Agreement,
Licensee will be entitled to keep the Licensed Software and use it pursuant to
the licenses granted herein; provided, however, that Rogue Wave will not be
obligated to provide Maintenance and Support for the Licensed Software that is
impacted by the reported defect.

5.2 EXCLUSIONS. The limited warranty set forth above will not apply to defects
resulting from, or because of, modifications made to the Licensed Software by
anyone other than Rogue Wave, misuse, failure of media not furnished by Rogue
Wave, operation with media, software or equipment not authorized by Rogue Wave
in the Documentation or not meeting or not maintained in accordance with the
supplier's specifications, or causes other than ordinary use. The warranty set
forth above will not be enlarged, diminished or affected by, and no obligation
or liability will arise from, Rogue Wave's rendering of technical advice,
assistance or service in connection with Licensee's selection or use of the
Licensed Software.

5.3 DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5.1 ABOVE,
THE LICENSED SOFTWARE IS PROVIDED "AS IS," WITHOUT REPRESENTATIONS OR WARRANTIES
OF ANY KIND. ROGUE WAVE SPECIFICALLY DISCLAIMS ALL OTHER PROMISES,
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE AND NON-INFRINGEMENT, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE OR COURSE OF DEALING.

Rogue Wave Stingray License Terms and  Conditions (Rev. 10-June-2003)          2
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5.4 LIMITATION OF LIABILITY. THE CUMULATIVE LIABILITY OF ROGUE WAVE TO LICENSEE
FOR ALL CLAIMS RELATING TO THE LICENSED SOFTWARE AND THIS LICENSE AGREEMENT,
INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY,
SHALL NOT EXCEED THE TOTOL AMOUNT OF ALL LICENSE FEES PAID TO ROGUE WAIVE
HEREUNDER. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO
WHETHER OTHER PROVISIONS OF THIS LICENSE AGREEMENT HAVE BEEN BREACHED OR HAVE
PROVEN INEFFECTIVE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO THE
INDEMNIFICATION PROVIDED IN SECTION 6 HEREOF. ROGUE WAVE SHALL HAVE NO LIABILITY
FOR LOSS OF DATA OR DOCUMENTATION, IT BEING UNDERSTOOD THAT LICENSEE IS
RESPONSIBLE FOR REASONABLE BACK-UP PRECAUTIONS. IN NO EVENT SHALL ROGUE WAVE BE
LIABLE FOR ANY LOSS OF PROFITS; ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES; OR ANY CLAIMS OR DEMANDS BROUGHT AGAINST LICENSEE, EVEN
IF ROGUE WAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS.
THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO
WHETHER OTHER PROVISIONS OF THIS LICENSE AGREEMENT HAVE BEEN BREACHED OR HAVE
PROVEN INEFFECTIVE. LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER CERTAIN LAWS
(E.G., CONSUMER LAWS) THAT DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR
THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF SUCH LAWS APPLY, CERTAIN
EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO LICENSEE; HOWEVER, ALL OTHER
RESTRICTIONS AND LIMITATIONS SHALL REMAIN IN EFFECT.

6. INDEMNIFICATION. If a third party claims that the Licensed Software infringes
its patent, copyright, or trade secret, or any similar intellectual property
right, Rogue Wave will defend Licensee against that claim at Rogue Wave's
expense and pay all damages that a court finally awards, provided that Licensee
promptly notifies Rogue Wave in writing of the claim, and allows Rogue Wave to
control, and cooperates with Rogue Wave in, the defense or any related
settlement negotiations. If such a claim is made or appears possible, Licensee
agrees to permit Rogue Wave to enable Licensee to continue to use the Licensed
Software, or to modify or replace it. If Rogue Wave determines that none of
these alternatives is reasonably available, Licensee will agree to return the
Licensed Software on Rogue Wave's written request, and Licensee will then
receive a credit equal to the net book value for the Licensed Software
determined in accordance with generally accepted accounting principles. However,
Rogue Wave has no obligation for any claim based on Licensee's modification of
the Licensed Software or its combination, operation, or use with any product,
data, or apparatus not specified or provided by Rogue Wave, provided that such
claim solely and necessarily is based on such combination, operation, or use,
and such claim would be avoided by combination, operation, or use with products,
data, or apparatus specified or provided by Rogue Wave. THIS PARAGRAPH STATES
ROGUE WAVE'S ENTIRE OBLIGATION TO LICENSEE WITH RESPECT TO ANY CLAIM OF
INFRINGEMENT.

7. TERMINATION.

7.1 TERM. The term of this License Agreement will begin as of the date that
Licensee receives the Licensed Software and will remain in effect perpetually
unless terminated under this Section 7.

7.2 TERMINATION FOR CAUSE. Rogue Wave may terminate this License Agreement if
Licensee breaches its obligations hereunder. Rogue Wave will effect such
termination by giving Licensee notice of termination, specifying therein the
alleged breach. If the breach is curable, Licensee will have a grace period of
thirty (30) days after such notice is served to cure the breach described
therein. If the breach is cured within the thirty (30) day grace period, then
this License Agreement will remain in effect; otherwise, this License Agreement
will automatically terminate upon the conclusion of the thirty (30) day grace
period.

7.3 EFFECT OF TERMINATION. Upon termination of the License Agreement for any
reason the following terms shall apply: (a) all rights granted under this
License Agreement will immediately terminate and Licensee must immediately stop
all use of the Licensed Software; (b) Licensee must return to Rogue Wave or
destroy all copies of the Licensed Software provided to or made by or on behalf
of Licensee, and will, within ten (10) days after the effective date of
termination, provide Rogue Wave with written certification that all such copies
have been returned or destroyed; and (c) all provisions of this License
Agreement with the exception of the licenses granted in Section 2 and
Maintenance and Support obligations set forth in Section 4 will survive
termination of this License Agreement for any reason. Termination of the License
Agreement will not affect Licensee's obligation to pay all amounts accrued
hereunder prior to the effective date of termination.

8. MISCELLANEOUS.

8.1 SEVERABILITY. If any term or provision of the License Agreement is found to
be invalid under any applicable statute or rule of law, then, that provision
notwithstanding, the License Agreement will remain in full force and effect, and
in such event, such provision will be changed and interpreted so as to best
accomplish the objectives of such unenforceable or invalid provision within the
limits of applicable law or applicable court decisions.

8.2 GOVERNING LAW/FORUM SELECTION. The License Agreement and the parties' rights
and obligations hereunder shall be solely and exclusively construed, interpreted
and enforced under and in accordance with the laws of the State of Colorado,
United States of America, without any reference to conflicts of law principles.
The parties agree that the U.N. Convention on the International Sale of Goods
shall not apply to the License Agreement. Any and all disputes between the
parties that cannot be amicably resolved, arising under, out of, or otherwise
relating to the License Agreement, Licensed Software or any services provided by
Rogue Wave to Licensee shall be brought and resolved solely and exclusively in
the state or federal courts located in the State of Colorado, United States of
America. Both parties hereby irrevocably consent to the jurisdiction of such
courts and service of process in connection therewith. Any judgment rendered by
such courts may be entered and enforced by any court having jurisdiction over
the party against which an award is entered or its assets. Both parties hereby
irrevocably waive any objections to the jurisdiction of such courts based on any
ground, including without limitation improper venue or forum non conveniens.

8.3 NO JOINT VENTURE. Nothing contained in the License Agreement will be
construed so as to make the parties partners or joint venturers or to permit
either party to bind the other party to any agreement or purport to act on
behalf of the other party in any respect.

8.4 WAIVER AND MODIFICATIONS. Failure by either party to enforce any rights
under this License Agreement will not be construed as a waiver of such rights,
and a waiver by either party of a default hereunder in one or more instances
will not be construed as constituting a continuing waiver or as a waiver in
other instances. No modification of this License Agreement shall be binding
unless it is in writing and is signed by an authorized representative of the
party against whom enforcement of the modification is sought.

8.5 IMPORT/EXPORT LAW. Licensee may not import, use or otherwise export or
re-export the Licensed Software except as authorized by United States law and
the laws of the jurisdiction in which the Licensed Software was obtained.

8.6 TAXES. License fees and Maintenance and Support fees are exclusive of, and
Licensee will pay, all shipping charges and all taxes, duties and other charges
or fees imposed by governmental authorities arising out of the License Agreement
or the use of the Licensed Software by Licensee and its Licensed Developer(s).
In addition, if any Licensed Software will be delivered to points outside of the
United States, all export duties, import duties, tariffs, value added taxes,
licenses and other similar taxes, duties and fees will be paid by Licensee.

8.7 U.S. GOVERNMENT RIGHTS. The Licensed Software is a "commercial item" as that
term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software"
and "commercial computer software documentation" as such terms are used in 48
C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through
227.7202-4, all U.S. Government end users acquire the Licensed Software with
only those rights set forth in this License Agreement.

8.8 ENGLISH LANGUAGE. The parties hereto have expressly required that the
present License Agreement be drawn up in the English language. / Les parties aux
presentes, ont expressement exige que la presente Convention soient reedigees en
langue anglaise.

Rogue Wave Stingray License Terms and Conditions (Rev. 10-June-2003)           3
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THE LICENSED SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND
INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO
CIVIL AND CRIMINAL PENALTIES.

Copyright 1995-2003, Rogue Wave Software, Inc.. All Rights Reserved.

Protected by copyright and licenses restricting use, copying, distribution and
decompilation. The Rogue Wave name and logo and the Stingray name and logo are
either registered trademarks or trademarks of Rogue Wave Software, Inc. in the
United States and/or other countries.

Rogue Wave Stingray License Terms and Conditions (Rev. 10-June-2003)           4