                   ---------------------------------------
                   XMLmind XML Editor Professional Edition
                         Developer License Agreement
                                 -----------
                                 Version 1.1
                                 ------------
                                 May 13, 2004

  <<IMPORTANT!>> Read the terms and conditions of this license agreement
  (hereafter "Agreement") carefully before using XMLmind XML Editor
  Professional Edition (hereafter "Software"). Use of the Software implies
  acceptance of this Agreement, and legally binds you and/or your company
  (hereafter "Licensee"), and Pixware SARL (hereafter "Licensor"), to the
  terms and conditions set forth below.

Grant of License
~~~~~~~~~~~~~~~~

  Subject to the terms and conditions of this Agreement, Licensor hereby
  grants to Licensee a non-exclusive and non-transferable license to install
  and use the Software on Licensee's host machines, to customize and extend
  the Software, and to distribute some parts of the Software.

* Installation and use
~~~~~~~~~~~~~~~~~~~~~~

  The Software may be installed on any number of Licensee's host machines, and
  used by any number of software developers. The Software may be used for
  development purposes only, i.e. it may not be used for Licensee's internal
  business.

* Customization and extension
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

  Licensee may customize the Software by means of configuration files, and
  extend the Software by means of the documented public Application
  Programming Interfaces.

  Additionally, Licensee may modify or extend the Software by any other means,
  however such modifications or extensions free Licensor from any further
  technical support to Licensee.

* Distribution
~~~~~~~~~~~~~~

  Licensee may distribute a copy of the binary class libraries, configuration
  files and documentation of the Software, in original or modified form, along
  with any application, developed and marketed by Licensee, which integrates
  or bundles XMLmind XML Editor. Licensee may not distribute any other part of
  the Software, in either modified or original form.

  Licensee may not distribute any part of other XMLmind software products
  (XMLmind Spell-Checker and XMLmind FO Converter) included with the Software.
  A separate license must be purchased if any of these products is to be used
  in Licensee's application.

  Licensee shall include the following copyright notice: "XMLmind XML Editor
  Copyright © 2002-2004 Pixware SARL", with every copy of any application,
  developed by Licensee, which integrates or bundles XMLmind XML Editor. This
  copyright notice may be placed together with Licensee's own copyright
  notices, or in any reasonably visible location in the packaging or
  documentation of the application.

  Licensee may not include the binary class libraries, configuration files and
  documentation of the Software, with any software product which is itself a
  development kit, a component or a library, nor with any software product
  which is not marketed by Licensee (e.g. any application developed by
  Licensee on a client's behalf).

Restrictions
~~~~~~~~~~~~

  The Software is copyrighted and title to all copies is retained by Licensor.
  Licensee may not make copies of the Software, other than a single copy for
  archival purposes. Licensee may, for its internal use only, print copies of
  the documentation of the Software, in which event all proprietary rights
  notices on the Software shall be reproduced and applied. Except as stated in
  section 1, Licensee may not modify, decompile, or otherwise reverse engineer
  the Software.

  The Software is not designed or licensed for use in on-line control
  equipment in hazardous environments such as operation of nuclear facilities,
  aircraft navigation or control, or direct life support machines.

  The Software is confidential and proprietary information of Licensor.
  Licensee agrees to protect the Software from unauthorized use or disclosure.

Warranty Disclaimer
~~~~~~~~~~~~~~~~~~~

  Licensor does not warrant that the Software will meet Licensee's
  requirements or that the Software is error-free. Except as specified in this
  Agreement, Licensor expressly disclaims all warranties, express or implied,
  with respect to the Software, including, but not limited to, warranties of
  merchantability, fitness for a particular purpose or non-infringement.

Limitation of Liability
~~~~~~~~~~~~~~~~~~~~~~~

  In no event shall Licensor be liable to Licensee or a third party for any
  lost revenue, profit or data, or for any indirect, special or consequential
  damages, however caused and regardless of theory of liability, arising out
  of the use of or inability to use the Software, even if Licensor has been
  advised of the possibility of such damages.

Termination
~~~~~~~~~~~

  This license is effective from the date purchased by Licensee and is
  perpetual unless terminated by Licensee's election or by breach of this
  Agreement. Licensee may terminate this license at any time by destroying all
  copies of the Software, including any documentation. This license will
  terminate immediately without notice from Licensor if Licensee fails to
  comply with any provision of this Agreement. Upon termination, Licensee must
  destroy all copies of the Software, including any documentation.

Entirety
~~~~~~~~

  This Agreement is the complete and exclusive statement of agreements between
  Licensee and Licensor relating to the Software. It supersedes all prior
  agreements and understandings, and prevails over any conflicting or
  additional terms of any quote, order, acknowledgement, or similar
  communication between the parties before or during the term of this
  Agreement. It may be modified only in writing signed by both parties.

  This Agreement is made under, shall be governed by and construed in
  accordance with the French law.

