IDESKCENTRIC INC. SNMP AGENT SIMULATOR END USER LICENSE AGREEMENT

IDESKCENTRIC INC. SOFTWARE PRODUCTS ONLY BE USED 
UNDER LICENSE WITH IDESKCENTRIC INC. PLEASE 
READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY.
IF YOU DISAGREE WITH ANY OF THE TERMS OF THIS 
LICENSE AGREEMENT, YOU MUST PROMPTLY REMOVE THE 
SOFTWARE FROM YOUR SYSTEM.

Licensed program: IDESKCENTRIC SNMP AGENT SIMULATOR

NOTICE: THIS IDESKCENTRIC INC. PRODUCT (TOGETHER
WITH ITS ACCOMPANYING DOCUMENTATION, THE "PRODUCT") 
IS THE PROPERTY OF IDESKCENTRIC INC. ("IDESKCENTRIC"). 
THE PRODUCT IS MADE AVAILABLE TO YOU, THE ORIGINAL 
PURCHASER, SUBJECT TO THE FOLLOWING LICENSE AGREEMENT 
("LICENSE"). PLEASE READ THIS LICENSE CAREFULLY BEFORE 
INSTALLING OR USING THE PRODUCT. A COPY OF THIS 
LICENSE IS AVAILABLE FOR YOUR FUTURE REFERENCE IN THE 
"LICENSE.TXT" FILE PROVIDED WITH THE PRODUCT. 

IDESKCENTRIC is only willing to grant you this License if you obtained the 
Product from IDESKCENTRIC or an IDESKCENTRIC authorized reseller. If you 
obtained the Product from any other source you may not install or use the
Product. 

1. Ownership. The Product is proprietary to IDESKCENTRIC. The Product is 
licensed, not sold, to you notwithstanding any reference herein to 
"purchases". You acknowledge and agree that: (a) the Product is protected 
under U.S. copyright and other laws; (b) IDESKCENTRIC and its licensors retain 
all copyrights and other intellectual property rights in the Product; (c) 
there are no implied licenses under this License, and any rights not 
expressly granted to you hereunder are reserved by IDESKCENTRIC; (d) you
acquire no ownership or other interest (other than your license rights) in 
or to the Product; and (e) IDESKCENTRIC owns all copies of the Product,
however made. You agree that you will not, at any time, contest anywhere 
in the world IDESKCENTRIC's ownership of the Product, nor will you challenge
the validity of IDESKCENTRIC's rights in the Product. You have no rights 
hereunder to use any trademark or service mark belonging to IDESKCENTRIC. 

2. GRANT OF LICENSE AND SCOPE OF USE. 

2.1 Grant of License. Subject to the terms and conditions of this Agreement,
IDESKCENTRIC grants to you a personal, nonexclusive, nontransferable and limited 
license to install and execute the Product on one (1) computer for use by you 
or, if you are an entity, one (1) person in your organization ("Named User")
solely to create, compile (including byte code compile), test and deploy, in
source or object code form, your own application programs and other works
("Works"). Subject to the other terms and conditions of this Agreement, you 
may distribute your Works to others for production use. You may also make one
(1) backup copy of the Product solely to replace the original copy provided to 
you if the original copy is damaged or destroyed. All rights not specifically 
granted to you herein are retained by IDESKCENTRIC. 

2.2 Multiple Licensed Copies. You may purchase from IDESKCENTRIC or its
authorized reseller the right to make multiple copies of the Product (each, 
a "Licensed Copy") or the right to permit multiple Named Users to use a 
Licensed Copy. Such rights will be effective only when granted in writing 
by IDESKCENTRIC or its authorized reseller and are conditioned upon your payment
of the applicable fees. If you purchase the right to make multiple Licensed
Copies, you are granted, for each Licensed Copy, the personal, nonexclusive, 
nontransferable and limited license to install and execute the Licensed Copy 
on one (1) computer solely as permitted under Section 2.1, subject to all 
the terms and conditions of this Agreement. If you purchase the right to 
permit multiple Named Users to use a Licensed Copy then you are granted 
for such Licensed Copy, the personal, nonexclusive, nontransferable and 
limited license to install and execute the Licensed Copy on one (1) computer 
solely as permitted under Section 2.1 exclusively for use by such number of 
Named Users, subject to all the terms and conditions of this Agreement. You 
agree that you will not install or execute the Product on more computers than
the number Licensed Copies that IDESKCENTRIC or its authorized reseller has
expressly permitted you to make and you will not allow the Product to be used
by more users than the number of Named Users that IDESKCENTRIC or its authorized
reseller has expressly permitted to use each Licensed Copy. 

3. GENERAL TERMS THAT APPLY TO COMPILED PROGRAMS AND REDISTRIBUTABLES. 

3.1 Redistributables. The Product may include certain files, libraries and/or
source code specifically designated as "redistributables" by IDESKCENTRIC in the
accompanying printed or on-line documentation and that are necessary to use 
Works created using the Product ("Redistributables"). From time to time, 
IDESKCENTRIC may designate other files as Redistributables. You should refer to 
the documentation, including any "readme" or "deploy" files provided with the
Product, for additional information regarding Redistributables. Subject to the 
terms and conditions of this License, you may freely redistribute source code 
or compiled code that is entirely your own and does not contain any
Redistributables. 

3.2 Certain Restrictions. Regardless of any modifications that you make and 
regardless of how you might compile, link, or package your Works: (a) you may
not permit your End Users to modify or further distribute Redistributables or
use Redistributables in any program that they create; (b) you may not use 
IDESKCENTRIC's or any of its suppliers' names, logos, or trademarks to market
your Works, except to state descriptively that your Work was written using the
Product; (c) you may not incorporate or distribute a Redistributable with a 
Work or other program that is generally competitive with or a substitute for
the Product or the Redistributable itself; and (d) you may only distribute
Redistributables with Works that add primary and substantial functionality 
to the Redistributables and are not merely a set or subset of any of the 
Redistributables, and that are created in accordance with the terms of this 
License. 

3.3 Third Party Software. The Product, including Redistributables, may include
source code, redistributable files, and/or other files provided by a third
party vendor ("Third Party Product"). Since use of Third Party Product might be
subject to license restrictions imposed by the third party vendor, you should
refer to the on-line documentation (if any) provided with Third Party Product 
for any license restrictions imposed by the third party vendor. In any event, 
any license restrictions imposed by a third party vendor are in addition to, 
not in lieu of, the terms and conditions of this License. 

3.4 Other Rights. Contact IDESKCENTRIC for the applicable royalties due and other
licensing terms for all other uses or distribution of the Redistributables. 

4. Limitations. You may not: (a) modify, adapt, alter, translate, or create 
derivative works of the Product or merge the Product with other software other
than as described in the Product's accompanying documentation or as approved
of in writing by IDESKCENTRIC; (b) lease, rent or loan the Product to any third 
party; (c) sublicense, distribute or otherwise transfer the Product or any 
component thereof to any third party except as expressly authorized under 
Section 3; (d) reverse engineer, decompile, disassemble, or otherwise attempt 
to derive the source code of the Product; (e) remove, alter, or obscure any 
confidentiality or proprietary notices (including copyright and trademark
notices) of IDESKCENTRIC or its suppliers on the Product; (f) allow third parties 
to access or use the Product such as in a time-sharing arrangement or operate
the Product as part of a service bureau or, except as expressly authorized 
under Sections 2 or 3, otherwise for the use or benefit of third parties;
(g) reproduce or use the Product except as expressly authorized under Sections
2 or 3; or (h) disclose or publish performance benchmark results for the
Product. The rights granted under this License apply only to this Product. You
must procure a separate license to use other IDESKCENTRIC software. Furthermore, 
you may not permit your End Users to conduct the restricted activities limited 
by items (a) through (e), (g) and (h) above insofar as they apply to 
Redistributables, and such End User's sublicense rights to the Redistributables
are conditioned upon compliance with such limitations. The limitations in this 
Section 4 apply equally to your use of the Product, in whole or in part, 
including any component or Redistributable. 

5. LIMITED WARRANTY.
(a) The LICENSED PROGRAM is provided without any representations or warranties
of any sort . Without limiting the foregoing, IDESKCENTRIC does not warrant that 
any LICENSED PROGRAM will meet Customer's requirements or will be error free.
(b) EXCEPT AS PROVIDED ABOVE, IDESKCENTRIC MAKES NO WARRANTY, EXPRESS OR IMPLIED,
AND DISCLAIMS ANY WARRANTIES WITH RESPECT TO THE LICENSED PROGRAM OR 
DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE OR MERCHANTABILITY OR NONINFRINGEMENT. 

6. SERVICES; UPDATES; PRODUCT CHANGES. IDESKCENTRIC is not required under this 
License to provide any installation, training or other services to you. Such 
services, if available, must be purchased separately. If, pursuant to a 
separate support agreement or otherwise, IDESKCENTRIC provides you with a new
release, error correction, update, upgrade or other modification to the
Product, such modification will be deemed part of the Product, and subject to 
the terms of this License, unless the modification is expressly provided
subject to a separate license agreement. IDESKCENTRIC reserves the right at any
time not to release or to discontinue release of any Product and to alter 
prices, features, specifications, capabilities, functions, licensing terms,
release dates, general availability or other characteristics of any future 
releases of the Product. 

7. Export Control. You may not directly or indirectly transfer the Product,
including its documentation, to any country if such transfer would be prohibited
by applicable law, including the U.S. Export Administration Act and the 
regulations issued thereunder. You agree to the foregoing and you are 
representing and warranting that you are not located in, under the control of,
or a national or resident of any such country. You will be solely responsible 
for identifying and complying with all laws of any jurisdiction outside of the 
United States regarding the import, export or use of Products and technical data
supplied by IDESKCENTRIC. You will obtain at your own expense all licenses, 
permits or approvals required by any government to use the Product.

8. TERMINATION. Without prejudice to any other rights, IDESKCENTRIC may terminate 
this agreement if you fail to comply with the terms and conditions of this 
agreement. In such event, you must destroy all copies of the SOFTWARE and all 
of its component parts.

9. Confidentiality. The Product (including its underlying source code) and the
terms of this License contain confidential information of IDESKCENTRIC. You agree
to hold this information in confidence, not disclose it to any person (other 
than your employees and individual contractors who use the Product and who have
agreed to keep confidential any of IDESKCENTRIC's confidential information that
you provide to them), and not use it for any purpose other than the use and 
operation of the Product as permitted under this License. These restrictions 
do not apply to any information which is or becomes (through no fault of yours)
publicly available. If you are required by law or order of a court or other 
government authority to disclose IDESKCENTRIC's confidential information, then
you will immediately notify IDESKCENTRIC as soon as possible, but in any event
prior to the disclosure, and will cooperate with IDESKCENTRIC, at its expense and 
request, in any lawful action to contest or limit the scope of such required 
disclosure. 

10. LIMITATION OF LIABILITY. IN NO EVENT WILL IDESKCENTRIC BE LIABLE TO ANY PARTY
FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE
DAMAGES, INCLUDING ANY LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR DATA,
ARISING FROM OR RELATING TO THIS LICENSE OR THE PRODUCT, WHETHER IN CONTRACT, 
IN TORT OR OTHERWISE, EVEN IF IDESKCENTRIC KNEW, SHOULD HAVE KNOWN OR HAS BEEN 
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IDESKCENTRIC'S TOTAL CUMULATIVE
LIABILITY ARISING FROM OR RELATED TO THIS LICENSE OR THE PRODUCT, WHETHER IN
CONTRACT, IN TORT OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU
UNDER THIS LICENSE. THIS SECTION 10 WILL APPLY EVEN IF AN EXCLUSIVE REMEDY 
HEREUNDER HAS FAILED OF ITS ESSENTIAL PURPOSE. 

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR 
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU. 

If you have any questions about this License, please contact IDESKCENTRIC. 

