SOFTWARE LICENSE AGREEMENT

BY CLICKING ON THE 'YES' BUTTON BELOW, YOU ARE CONSENTING TO BE
BOUND BY THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THE
TERMS OF THIS AGREEMENT, CLICK THE 'NO' BUTTON AND
IMMEDIATELY RETURN THE UNUSED PRODUCT WITH A COPY OF YOUR
RECEIPT TO BAAN U.S.A., INC. AT THE ADDRESS SET FORTH BELOW
FOR A FULL REFUND OF MONIES PAID, IF ANY.

1.	GRANT.  Baan U.S.A., Inc. ("Baan") hereby grants to the end
	user person or entity ("Licensee") a non-exclusive license to
	use the accompanying software product(s) in machine executable
	object code form (the "Software") subject to the terms and
	conditions set forth below.  Licensee may use the Software on
	its computer systems and copy the Software for archival
	purposes, provided any copy must contain all of the original
	Software's proprietary notices.   Licensee may not at any time
	exceed the total number of concurrent users licensed hereby
	and granted to Licensee through an agreement between Licensee
	and Baan.  Within thirty (30) days from the installation date
	of the Software, Licensee shall contact Baan to obtain a
	license key that will activate the Software for up to the
	number of concurrent users licensed.  Licensee may not permit
	other individuals to use the Software except under the terms
	listed above; modify, translate, reverse engineer, decompile,
	disassemble (except to the extent applicable laws specifically
	prohibit such restriction), or create derivative works based
	on the Software; copy the Software (except as specified
	above); export, directly or indirectly, the Software to any
	person or entity outside the United States except as provided
	in Paragraph 6 below; rent, lease, transfer or  otherwise
	transfer rights to the Software; or remove any proprietary
	notices or labels on the Software.
2.  	LIMITED MEDIA WARRANTY.  Baan warrants that the Software will
	perform in substantial accordance with the accompanying
	documentation for a period of ninety (90) days from the date
	of receipt.  In addition, Baan warrants that, for a period of
	ninety (90) days from the date of delivery to Licensee as
	evidenced by a copy of Licensee's receipt, the media on which
	the Software is furnished shall be free from defects in
	materials and workmanship under normal use.  THE SOLE
	RESPONSIBILITY AND LIABILITY OF BAAN,  AND LICENSEE'S
	EXCLUSIVE REMEDY UNDER THIS LIMITED MEDIA WARRANTY WILL
	BE REPLACEMENT OF THE DEFECTIVE MEDIA.
	DISCLAIMER OF WARRANTIES.  Except for the express limited
	warranty stated  above, Licensee expressly acknowledges and
	agrees that use of the Software is at Licensee's sole risk.
	BAAN AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTIES
	OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT
	LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF
	MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
	NONINFRINGEMENT, REGARDING THE SOFTWARE.  NEITHER BAAN
	NOR ITS LICENSORS OR SUPPLIERS WARRANT, GUARANTEE OR
	MAKE ANY RESPRESENTATIONS REGARDING THE USE, OR RESULTS
	OF THE USE OF THE SOFTWRE IN TERMS OF ITS CORRECTNESS,
	ACCURACY, RELIABILITY, OR CURRENTNESS OR THAT THE
	OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR
	ERROR FREE.  THE ENTIRE RISK AS TO THE RESULTS AND
	PERFORMANCE OF THE SOFTWARE IS ASSUMED BY LICENSEE,
	INCLUDING WITHOUT LIMMITATION ANY RISK OF THE
	INTRODUCTION OF COMPUTER VIRUSES AND ANY RISK ARISING
	OUT OF ANY CONTENT TRANSMITTED OR RECEIVED IN CONNECTION
	WITH THE USE OF THE SOFTWARE.  THE EXCLUSION OF IMPLIED
	WARRANTIES IS NOT PERMITTED BY SOME STATES OR OTHER
	JURISDICTIONS AND THEREFORE THE ABOVE EXCLUSION MAY NOT
	APPLY TO LICENSEE.  THIS WARRANTY GIVES LICENSEE
	SPECIFIC RIGHTS AND LICENSEE MAY ALSO HAVE OTHER RIGHTS
	WHICH MAY VARY FROM STATE TO STATE AND JURISDICTION TO
	JURISDICTION.
3.  	LIMITATION OF LIABILITY.  Baan's liability to Licensee or any
	third party arising out of or related to this Agreement
	however caused and on any theory of liability, whether in
	contract, tort (including negligence), or otherwise will not
	exceed the fee, if any, paid by Licensee for the Software.
	The Software is not specifically developed or licensed for use
	in any nuclear, aviation, mass transit, or medical application
	or any other inherently dangerous applications.  NEITHER BAAN
	NOR ITS LICENSORS OR SUPPLIERS SHALL BE LIABLE FOR ANY
	CLAIMS OR DAMAGES ARISING FROM SUCH USE OF THE SOFTWARE.
	IN NO EVENT WILL BAAN OR ITS LICENSORS OR SUPPLIERS BE
	LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT,
	SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING
	DAMAGES FOR COST OF OBTAINING SUBSTITUTE GOODS, LOSS OF
	BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA
	AND EQUIPMENT, AND OTHER SUCH DAMAGE OR LOSS), HOWEVER
	CAUSED (INCLUDING WITHOUT LIMITATION ANY LOSS CAUSED BY
	THE INTRODUCTION OF COMPUTER VIRUSES OR CONTENT
	TRANSMITTED OR RECEIVED IN CONNECTION WITH THE USE OF
	THE SOFTWARE) AND ON ANY THEORY OF LIABILITY, WHETHER
	BASED IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR
	OTHERWISE, EVEN IF BAAN, OR ITS LICENSORS, SUPPLIERS
	OR AUTHORIZED DEALERS HAVE BEEN ADVISED OF THE
	POSSIBILITY OF SUCH DAMAGES.  LICENSEE ACKNOWLEDGES
	THAT THE LICENSEE FEE, IF ANY, REFLECTS THIS ALLOCATION
	OF RISK.  BECAUSE SOME STATES OR OTHER JURISDICTIONS
	DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY
	FOR CONSEQUENTIALS OR INCIDENTAL DAMAGES, THE ABOVE
	LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO LICENSEE.
4.  	TITLE.  Title, ownership rights, and intellectual property
	rights in and to the Software shall remain in Baan and/or its
	licensors and suppliers.  The Software is protected by the
	copyright laws of the United States and international
	copyright treaties.  Title, ownership rights, and intellectual
	property rights in and to the content accessed through the
	Software is the property of the applicable content owner and
	may be protected by applicable copyright or other law.  This
	Agreement gives Licensee no rights to such content.  Except as
	expressly provided herein, all right, title and interest in
	and to the Software remains with Baan and its licensors and
	suppliers.
5.  	TERMINATION.  The Agreement, including all of Licensee's right
	to use the Software, will terminate automatically and
	immediately if Licensee fails to comply with the limitations
	described above.  Upon termination, Licensee must immediately
	stop using the Software and Licensee must return to Vendor or
	destroy all copies of the Software.
6.  	EXPORT LAW ASSURANCES.  Licensee agrees not to export the
	Software outside of the United States except as permitted by
	the laws and regulations of the United States.  If Licensee
	has rightfully obtained the Software outside of the United
	States, Licensee agrees not to re-export the Software except
	as permitted by the laws and regulations of the United States
	and the laws and regulations of the jurisdiction in which
	Licensee obtained the Software.
7.  	MISCELLANEOUS.  This Agreement represents the complete
	agreement between Licensee and Baan concerning the subject
	matter hereof and supersedes all prior agreements and
	representations between them.  It may be amended only by a
	writing executed by both parties.  THE ACCEPTANCE OF ANY
	PURCHASE ORDER PLACED BY LICENSEE IS EXPRESSLY MADE
	CONDITIONAL ON LICENSEE'S ASSENT TO THE TERMS SET FORTH
	HEREIN, AND NOT THOSE CONTAINED IN LICENSEE'S PURCHASE
	ORDER.
	If any provision of this Agreement is held to be unenforceable
	for any reason, such provision shall be reformed only to the
	extent necessary to make it enforceable.  This Agreement
	cannot be amended, modified, or waived, unless the change is
	written and signed by an authorized Baan representative.  This
	Agreement is governed by the laws of the State of California,
	without reference to its conflict of law principles.  Should
	Licensee have any questions concerning this Agreement, please
	contact me in writing:  Baan U.S.A., Inc., 4600 Bohannon
	Drive, Suite 105, Menlo Park, CA  94025.

Software License Agreement
