

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 Server® 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 contains 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 Agreement.  Sybase may immediately terminate your
license to use the Programs on notice to you if you breach any of your
obligations hereunder.  Upon termination, 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
properly 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 INACCURACY OF DATA, LOSS OF PROFITS
OR 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,
nationals or residents of those countries

3. 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.

4. 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


