Instantiations, Inc. 
  Software License Agreement 

This is a legal agreement between you, the end user, and Instantiations, Inc. (Instantiations). VA Assist(tm) (the "Software") is owned by Instantiations and is protected by copyright law. Upon acceptance of the terms of this License Agreement, your rights and obligations with respect to use of the Software are as follows. These rights are in supplement of U.S. copyright law and the requirements of local laws and treaties.

PURCHASERS Instantiations grants you a non-exclusive, nontransferable license to use one copy of the enclosed Instantiations Software program on a single computer for your personal use on the understanding that a single person uses each licensed copy. Purchasers of the Software are therefore licensed to use it themselves on one computer at a time, and to make a single backup copy for their own use. No other license is given. In particular, The Software may not be installed on a computer network for use by more than one person unless a valid license is acquired for each person who will use the Software over the network. The Software may not be rented or leased to others, and the conditions of this sale apply to the purchaser in any resale.

EVALUATORS Instantiations grants you a non-exclusive right to use the enclosed Instantiations Software program on a single computer for evaluation of the Software. Evaluators of the Software are therefore granted the right to use it themselves on one computer at a time for a thirty (30) day period. Evaluators are also granted the right to use the Software's VisualAge for Java to WebSphere Studio Application Developer transition tools on no more than one hundred (100) Java classes. No other license is given.

COPYRIGHT. The Software and Documentation are copyrighted by Instantiations, Inc. and are protected by U.S. and international copyright laws. The product contains copywritten software of Instantiations. All rights reserved. You agree not to remove any Instantiations or other trademarks or copyright notices from the Software or Documentation.

OTHER RESTRICTIONS. You may not disclose, publish, translate, rent, lease, transfer, export or otherwise make available the Software registration key in any form, to any person or entity, except as expressly licensed herein. You may not reverse engineer, decompile or disassemble the Software.

RUNTIME RIGHTS AND LIMITATIONS. You (a) cannot use Instantiations or related names, logos or trademarks to market your software without express written permission; and (b) agree to indemnify, hold harmless and defend Instantiations from and against any claims or lawsuits, including attorneys' fees, that arise or result from the use or distribution of your software. The license in this section is royalty-free provided that your software application product is created using the Software. Please contact Instantiations, Inc. for the applicable licensing terms for all other uses and/or distribution.

IN NO EVENT SHALL INSTANTIATIONS BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. INSTANTIATIONS SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. INSTANTIATIONS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

GOVERNING LAW. This Agreement shall be governed by the laws of the State of Oregon, without regard to conflict of laws principles. This Agreement may only be modified by a written document signed by the party or parties to be bound. Except as may be specified in such a written agreement, this is the entire agreement between you and Instantiations and all other terms are rejected. You agree not to use, ship, or export the Software in violation of law. US Government Restricted Rights. If provided to the US Government, the Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the US Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DEARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights clause at 48 FR 52.227-19, as applicable and as modified herein.

ENTIRE AGREEMENT. You agree that this Agreement expresses the entire understanding between you and Instantiations, Inc., and supersedes all other communications, oral or written, relating to the Software.

COPYRIGHT INSTANTIATIONS, INC 1997-2001

Manufacturer/Contractor is:

Instantiations, Inc.

18101 SW Boones Ferry Rd.

Suite 200

Portland, OR 97224

Phone: 503-598-4900

Fax: 503-684-8355