TeamDev License Agreement

This is a legal agreement ("Agreement") between You (either an individual or  an
entity) ("Licensee"), and TeamDev Ltd. ("TeamDev").

IMPORTANT [PLEASE READ CAREFULLY]: BY INSTALLING, USING OR COPYING THE  SOFTWARE
OR ANY RELATED  DOCUMENTATION ("SOFTWARE") YOU  AGREE TO BE  BOUND BY THE  TERMS
AND  CONDITIONS  OF  THIS  AGREEMENT.  IF  YOU  DO  NOT AGREE TO THESE TERMS AND
CONDITIONS, YOU ARE NOT AUTHORIZED TO INSTALL OR USE THE SOFTWARE.

1.Definitions
a)"Runtime" means  the files  that are  included into  the Software and required
for distribution of the programs  that the Licensee creates using  the Software.
Runtime files  are  identified  in  the  accompanying  or  on-line documentation
("Documentation"). You should refer to the documentation, including any "readme"
or  "runtime" files  provided  with  the  product,  for  additional  information
regarding redistributable files.

b)"Evaluation  License  Key"  means  a  file  that allows using the Software for
evaluation purposes for  a limited period  of time which  shall commence on  the
day of  registration, and  terminate pursuant  to the  provisions defined by the
Evaluation License Grants section of this Agreement.

c)"Development License Key" means a  file that allows the Licensee  to integrate
the Software into their own larger works.

d)"Runtime License Key" means  a file that is  required for distribution of  the
Licensee's works that enclose the Software.

e)"Personal License" means the Licensee  is  the  individual  specified  in  the
Development and Runtime License Keys. For the avoidance of any  doubt,  Licensee
is not a corporation, company, partnership or association  or  other  entity  or
organization.

2.Ownership and License
The Software is  owned by TeamDev,  copyrighted and protected  by copyright laws  
and international  treaty  provisions. The  Software is licensed,  not  sold. By
installing  or  using  the  Software  you  will  not  acquire  any rights to the
Software  except  as  expressly  set  forth  in  this  Agreement. All rights not
expressly granted herein are reserved by TeamDev.

3.Evaluation License Grants
Subject to the  terms and conditions of this Agreement, TeamDev hereby grants to
you a  non-exclusive, non-transferable  right to  use one  copy of the specified
version  of  the  Software  and  the  Documentation  for  the  sole  purposes of
evaluation during the period of 30 (thirty) calendar days, and create a copy  of
the Software for backup purposes.

4.Development and Runtime License Grants
Subject to  the payment  of the  applicable license  fees, and  to the terms and
conditions of this Agreement,  TeamDev  hereby  grants  to  you a non-exclusive,
non-transferable  right  to  use  the  specified  version  of  the  Software and
Documentation on the  number of workstations  that corresponds to  the number of
licenses purchased; to  reproduce and distribute,  in executable form  only, the
programs that  you create  using the  Software with  Runtime without  additional
license or fees, subject to all the conditions defined herein.

5.License Restrictions
You may NOT:  a) modify, adapt,  alter, translate, decompile,  reverse engineer,
or disassemble the Software; b) remove any proprietary notices or labels on  the
Software; c) make more  copies of the Software  than the number of  the obtained
licenses (excluding a  copy for backup  purposes); d) rent,  lease, or otherwise
transfer rights to the Software.

5.1.Evaluation License Restrictions
In addition  to the  general restrictions  denoted in  the License  Restrictions
section,  as  the  holder  of  the  Evaluation  License  you may NOT: a) use the
Software for commercial  purposes; b)  use the Software after expiration of  the
evaluation period.

5.2.Development and Runtime License Restrictions
In addition  to the  general restrictions  denoted in  the License  Restrictions
section, as the holder  of the Development and  Runtime License you may  NOT: a)
use  the  software  on  the  number  of  computers,  exceeding the number of the
licenses purchased; b)  use Development  License  Key  for  redistributing  your
applications; c) use Runtime License Key for development purposes.

5.3.Personal License Restrictions
In addition  to the restrictions denoted in the License Restrictions section and 
in Development and Runtime License Restrictions section, as the holder of the 
Personal License you may NOT: a)use the software on computers not exclusively 
used by the Licesee; b)permit other individuals or entities to use the Software.

6. Marketing
You agree to  be identified as a customer of TeamDev and You  agree that TeamDev 
may  refer to  You  by name, trade name  and trademark, if  applicable,  and may 
briefly describe Your business in TeamDev's   marketing materials and web sites. 
You hereby grant TeamDev a license to use Your name and any of  Your trade names 
and trademarks solely in connection with the rights granted to TeamDev  pursuant 
to this marketing section.

7. Patent And Copyright Indemnity
a)Licensor  will  defend  and  indemnify  Licensee  for   all  costs  (including 
reasonable attorneys fees) arising from a claim that Software furnished and used 
within the scope of this Agreement infringes a  U.S.  or  Canadian  copyright or 
patent provided that: 
      (i) Licensee notify Licensor in writing within 30 days of the claim; 
      (ii) Licensor has sole control of the defense and  all related  settlement 
negotiations, and 
      (iii) Licensee provide Licensor  with  the  assistance,  information,  and 
authority necessary to perform the above.

b)Licensor  will  have  no  liability  for  any  claim of  infringement based on 
      (i) code contained within the Software which was not created  by Licensor; 
      (ii) use of a superseded or altered release of the  Software,  except  for 
such alteration(s) or modification(s) which have been made by Licensor or  under 
Licensor's direction, if such infringement would have been avoided by the use of 
a current, unaltered release of the Software that Licensor provides to  Licensee,
or 
      (iii) the combination, operation, or use of any Software  furnished  under 
this  Agreement  with  programs  or  data  not  furnished  by  Licensor  if such 
infringement would have been avoided by  the  use  of  the Software without such 
programs or data.

c)In the event the Software is held or believed  by  Licensor  to  infringe,  or 
Licensee's use of the Software is enjoined, Licensor will have  the  option,  at 
its expense, to 
      (i) modify the Software to cause it to become non-infringing; 
      (ii) obtain for Licensee a license to continue using the Software; 
      (iii) substitute the Software with other Software reasonably  suitable  to 
Licensee, or 
      (iv)  if  none  of  the  foregoing  remedies  are  commercially  feasible, 
terminate the license for the infringing Software and refund  any  license  fees 
paid for the Software, prorated over a three-year term from  the  effective date 
of the Agreement.

8.Disclaimer of Warranty
THE SOFTWARE AND ANY  RELATED DOCUMENTATION ARE PROVIDED  ON A STRICTLY "AS  IS"
BASIS  WITHOUT  WARRANTY  OF  ANY  KIND,  EITHER  EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION,  THE IMPLIED  WARRANTIES OR  MERCHANTABILITY, FITNESS  FOR A
PARTICULAR PURPOSE, OR  NONINFRINGEMENT. THE ENTIRE  RISK ARISING OUT  OF USE OR
PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.

9.Limitation of Liability
IN NO EVENT SHALL TEAMDEV OR ITS SUPPLIERS BE  LIABLE FOR ANY DAMAGES WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, DAMAGES  FOR LOSS OF BUSINESS  PROFITS, BUSINESS
INTERRUPTION,  LOSS  OF  BUSINESS  INFORMATION,  OR  ANY  OTHER  PECUNIARY LOSS)
ARISING  OUT OF THE USE  OF OR INABILITY  TO USE THIS  TEAMDEV  PRODUCT, EVEN IF 
TEAMDEV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.Termination
Licensee may terminate this  Agreement at any time  by destroying all copies  of
the  Software.  This  Agreement  will  terminate immediately without notice from
TeamDev if it is discovered that the Licensee fails to comply with any provision
of this Agreement. Upon such  termination, the Licensee must destroy  all copies
of  the  Software.  Sections  7.Disclaimer  of  Warranty  and  8.Limitation   of
Liability shall remain effective after the termination of this Agreement.