

		    SYBASE, INC.

       SOFTWARE DOWNLOAD LICENSE AGREEMENT 

NOTICE TO USER: BY INSTALLING THIS SOFTWARE YOU ACCEPT ALL THE TERMS
AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THEM CAREFULLY.

THIS SOFTWARE DOWNLOAD LICENSE AGREEMENT (THE "AGREEMENT") ACCOMPANIES
THE PERL DRIVER PROGRAM AND RELATED EXPLANATORY MATERIALS (THE
"PROGRAMS"). THE TERM "PROGRAMS" ALSO SHALL INCLUDE ANY MODIFIED
VERSIONS OR UPDATES OF THE PROGRAMS PROVIDED TO YOU BY SYBASE. AT THE
END OF THIS AGREEMENT, YOU WILL BE ASKED TO ACCEPT IT TO CONTINUE TO
INSTALL THE PROGRAMS. IF YOU DO NOT ACCEPT THIS AGREEMENT YOU MAY NOT
DOWNLOAD THE PROGRAMS.

UPON YOUR ACCEPTANCE OF THIS AGREEMENT, SYBASE GRANTS YOU A LIMITED,
NON-EXCLUSIVE LICENSE TO USE THE PROGRAMS AS FOLLOWS:

  1.LICENSE GRANT.
    Subject to the terms and conditions of this Agreement, You are
    granted a non-exclusive, non-transferable, royalty free license
    to:

    (a) reproduce, install and use the Programs solely for your
    internal business purposes;

    (b) reproduce and distribute the unmodified Programs : (i) on a
    stand-alone basis; or (ii) incorporated into an application
    developed by You using the Adaptive ServerŪ Anywhere program (or
    SQL Anywhere program) licensed by you under the terms of a
    separate license agreement entered into between You and Sybase,
    Inc. ("Your Application");

  2.LICENSE RESTRICTIONS; DISTRIBUTION REQUIREMENTS.  
    In consideration for and as a condition to exercising the rights
    granted under 1(b) above, You agree that:

    (a) If You are distributing the Programs on a stand-alone basis,
    in the form made available to you by Sybase, You will include a
    copy of this license Agreement with the Programs;

    (b) If You are distributing the Programs incorporated into Your
    Application, You will distribute the Programs pursuant to a
    written agreement between You and your end user, which at a
    minimum, substantially containsincludes the substance of the
    provisions in Sections 3,4,6,8,9 and 10 of this Agreement;

    (c) You are not authorized to distribute the Adaptive Server
    Anywhere program or portions thereof unless authorized to do so
    under the terms of a written agreement entered into between You
    and Sybase, Inc.;

    (d) You will not charge a fee for the Programs, although You may
    charge a fee for Your Application;

    (e) You will not use any Sybase product name, logo(s) or
    trademarks in connection with Your Application unless authorized
    to do so under the terms of a written agreement entered into
    between You and Sybase, Inc.;

    (f) Sybase reserves all rights not expressly granted;

    (g) You agree to defend, indemnify and hold Sybase harmless from
    and against all claims, liabilities, damages and suits
    (collectively "Claims"), including reasonable attorneys' and
    expert fees arising out of or in connection with the use or
    distribution of the Programs, except to the extent that such claim
    is directly based on the unmodified Programs as originally
    provided by Sybase;

    (h) Sybase will have no obligation to provide support to You or
    your end users in connection with the Programs.

  3.COPY RESTRICTIONS AND OTHER RESTRICTIONS.
    Except as specifically permitted in the documentation, you may not
    modify or adapt the Programs in whole or in part (including but
    not limited to translating or creating derivative works) or
    reverse engineer, decompile or disassemble the Programs (except to
    the extent applicable laws specifically prohibit such
    restriction). You may not use the Programs for timesharing, rental
    or service bureau purposes. You shall not remove any copyright
    notices or other proprietary notices from the Programs or
    Documentation and you must reproduce such notices on all copies or
    extracts of the Programs and Documentation. Results of benchmark
    or other performance tests run on the Programs may not be
    disclosed to any third party without Sybase's prior written
    consent.

  4.COPYRIGHT AND OWNERSHIP.
    The Programs are owned by Sybase, its subsidiaries or their
    suppliers and are protected by copyright laws and international
    treaty provisions. You acquire only the non-exclusive right to use
    the Programs as permitted herein and do not acquire any rights of
    ownership in the Programs.

  5.SUPPORT.
    These download Programs are provided on an "as is" basis and are
    unsupported. This Agreement does not entitle you to any
    maintenance or other services or any updates or new versions of
    the Programs.

  6.U.S. GOVERNMENT RESTRICTED RIGHTS.
    The Programs are restricted commercial computer software. If this
    license is acquired under a U.S. Government contract, Use,
    duplication or disclosure by the U.S. Government is subject to
    restrictions set forth in this Agreement or in a written license
    agreement which incorporates applicable FAR provisions, for
    example FAR subparagraphs 52.227-19. Sybase reserves all
    unpublished rights under the United States copyright laws.

  7.TERMINATION.
    This Agreement and your license to use the Programs will continue
    so long as you remain in compliance with the terms and conditions
    of this AgreementSybase reserves the right to revise or terminate
    this Agreement upon notice to You. Notice may be posted online, or
    sent via email or postal mail to the address you provided during
    registration. All disclaimers of warranties and limitations of
    liability shall survive any termination of this
    Agreement. Termination of this Agreement will not affect any
    licenses to use the Programs properly granted prior to such
    termination. Sybase may immediately terminate your license to use
    the Programs on notice to you if you breach any of your
    obligations hereunder. Upon termination of your license to use the
    Programs, you shall cease using the Programs and shall destroy all
    copies of the Programs (and associated Documentation) in any
    form. All disclaimers of warranties and limitations of liability
    shall survive any termination of this Agreement. Termination will
    not affect any licenses to the Programs proprly granted by You
    prior to such termination.

  8.LIMITED WARRANTY.
    The Programs are provided AS IS, without any warranty
    whatsoever. You assume the full responsibility for the selection
    of the Programs to achieve your intended results and for the
    installation, use and results obtain from the Programs. SYBASE
    DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,
    INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS
    OF MERCHANTABLE QUALITY, NONINFRINGEMENT, AND FITNESS FOR A
    PARTICULAR PURPOSE.

  9.LIMITATION ON LIABILITY.
    NEITHER SYBASE, ITS SUBSIDIARIES NOR ANY OF ITS LICENSORS SHALL BE
    LIABLE FOR ANY LOSS OR DAMAGE HEREUNDER, INCLUDING, WITHOUT
    LIMITATION, ANY LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR
    DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
    EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
    DAMAGES.

 10.EXPORT.
    You agree to fully comply with all laws and regulations of the
    United States and other countries ("Export Laws") to assure that
    neither the Programs or any direct products thereof are (1)
    exported, directly or indirectly, in violation of Export Laws, or
    (2) are used for any purpose prohibited by Export Laws, including,
    without limitation, nuclear, chemical or biological weapons
    production.

 11.GOVERNING LAW; COMPLETE AGREEMENT.
    This Agreement constitutes the complete agreement between the
    parties with respect to the Programs and is governed by the laws
    of the State of California (other than its conflict of law
    provisions).

BY SELECTING BELOW "YES I AGREE TO THE ABOVE CONDITIONS", YOU
ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY
THE TERMS AND CONDITIONS OF THE SOFTWARE LICENSE AGREEMENT, THAT YOU
ARE DULY AUTHORIZED TO DO SO AND THAT YOU REPRESENT AND WARRANT YOUR
COMPLIANCE WITH EACH OF THE FOLLOWING STATEMENTS:

1. You are not a citizen, national or resident of, or under the
control of the government of Cuba, Iran, Iraq, Libya, North Korea,
Sudan, Syria, Yugoslavia or any other country to which the United
States has prohibited export.

2. You will not export or re-export the Programs, directly or
indirectly, to the above mentioned countries nor to citizens, natonals
or residents of those countries.

You are not listed on the U.S Department of Commerce Table of Denial
Orders and you agree not export or re-export the Programs, directly or
indirectly, to persons on this list.

You agree not to use, or permit the use of, the Programs for any
purposes prohibited by U.S. law, including, without limitation, for
the development, design or production of nuclear, chemical or
biological weapons.


___________ Yes, I agree to the above conditions
