License Agreement for IBM WebSphere Payment Manager Software WPM_PDtool


YOU MUST AGREE TO THESE TERMS BEFORE YOU DOWNLOAD, INSTALL OR USE THIS
SOFTWARE.  ANY SUCH DOWNLOADING OR USE INDICATES YOUR ACCEPTANCE OF
THESE TERMS.


LICENSE GRANT

A. International Business Machines Corporation (IBM) grants you a
   license to use the IBM WebSphere Payment Manager WPM_PDtool
   (referred to hereafter as a "Toolkit"), as provided to you by IBM.
   Each Toolkit consists of documentation and Code, which may be
   provided in source code format.  The Toolkit is copyrighted and
   licensed (not sold).  IBM does not transfer title to the Toolkit to
   you.  You obtain no rights, including patent and other intellectual
   property rights other than those granted under this license.

B. Under this license, you may:

   1. Use the Toolkit for the development and testing of software
      applications designed to operate in conjunction with IBM
      WebSphere Payment Manager products and which add significant
      value to the Software;

   2. Make copies of the Toolkit for use or backup purposes within
      your enterprise, provided you reproduce the copyright notice and
      any other legend of ownership on each copy or partial copy of
      the Toolkit; 

   3. Install and use the Code on one or more machines within your
      enterprise at a time, and modify the Code; and

   4. Distribute such modified Code, in source code format, as
      integrated in the applications which you develop, provided that
      you
      a) do not make any statements to the effect or which imply that
         your application is "certified" or otherwise endorsed by IBM,
         or that its performance is guaranteed by IBM and
      b) indemnify, hold harmless and defend IBM and its suppliers
         from and against any claims or lawsuits, including damages
         and attorneys fees, that arise from the distribution of your
         application.  Notwithstanding the foregoing, you may state
         that your application is a "vendor provided IBM WebSphere
         Payment Manager extension."

C. Under this license you MAY NOT      

   1. Sublicense, rent, lease, or assign the Toolkit; and
   
   2. Modify the Toolkit, except as explicitly stated above.

D. Except as expressly stated above, IBM does not grant any other
   licenses, express or implied, by estoppel or otherwise, to any
   intellectual property rights.

NO LIABILITY

The Toolkit is provided gratuitously and, accordingly, IBM shall not
be liable under any theory for any damages suffered by you or any
third party, even if IBM is informed of their possibility.

NO WARRANTIES

A. THIS TOOLKIT IS PROVIDED "AS IS."  IBM DISCLAIMS ALL WARRANTIES,
   EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF
   NON-INFRINGEMENT, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
   FITNESS FOR A PARTICULAR PURPOSE.

B. IBM does not warrant that the Toolkit is error free or that your
   use thereof will be uninterrupted.  IBM does not warrant that the
   Toolkit is free from claims by any party of copyright, patent,
   trademark, trade secret, or any other intellectual property
   infringement.


SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF LIABILITY OR IMPLIED
WARRANTIES, SO THE ABOVE MAY NOT APPLY TO YOU.

GENERAL

A. IBM reserves the right at any time to alter prices, features,
   specifications, capabilities, functions, licensing terms, release
   dates, general availability or other characteristics of the
   Toolkit.

B. You are solely responsible for your use of the Toolkit and any
   modification or distribution of the Code.  IBM has no obligation to
   provide service, defect correction, or any maintenance for the
   Toolkit.  IBM has no obligation to supply Toolkit updates or
   enhancements to you even if such are or later become available.  

C. You may terminate this license at any time.  IBM may terminate this
   license if you fail to comply with any of its terms.  In either
   event, you must destroy all your copies of the Toolkit. 

D. You are responsible for the payment of any taxes resulting from
   this license.

E. You may not sell, transfer, assign, or subcontract any of your
   rights or obligations under this license.  Any attempt to do so is
   void.

F. You may not bring a legal action more than two years after the
   cause of action arose.

G. This license is governed by the laws of the State of New York,
   exclusive of its conflicts of laws provisions.

H. You hereby waive your right to a trial by jury and agree that any
   action arising from the relationship of the parties to this license
   shall be decided by a court without a jury.

I. Use, duplication or disclosure by the Government is subject to the
   GSA ADP schedule with IBM.

J. You may not download or otherwise export or re-export the Toolkit
   or any underlying information or technology except in full
   compliance with all United States and other applicable laws and
   regulations. 



IF YOU DO NOT AGREE WITH THIS LICENSE AGREEMENT, DO NOT DOWNLOAD,
INSTALL OR USE THIS SOFTWARE.  ANY SUCH ACTIONS INDICATE YOUR
ACCEPTANCE OF THE TERMS HEREIN.