
CONTRACT FOR LICENSE OF USE OF THE ScPro ActiveX Control


ENTIRE AGREEMENT

Licensee acknowledges that Licensee has read this agreement and understands 
this agreement (the "Agreement") is the final, complete and exclusive 
statement of the entire agreement between Gaia Consulting di Campagnola Daniel
("GAIA") and Licensee.  This Agreement supersedes any prior and 
contemporaneous proposals, purchase orders, advertisements, and all other 
communications in relation to the subject matter of this agreement, whether 
oral or written.  No terms or conditions, other than those contained in 
this Agreement, and no other understanding or agreement which in any way 
modifies these terms and conditions, shall be binding upon GAIA unless made 
by a written agreement, executed by duly authorized representatives of both 
GAIA and Licensee.


LICENSED SOFTWARE AND DOCUMENTATION LICENSE

1.  GAIA hereby grants Licensee a non-exclusive, non-transferrable and 
perpetual license to use the enclosed computer software (the "Licensed 
Software") and the associated printed documentation (the "Documentation"), 
subject to the limitations set forth in this Agreement (the "License").  
Licensee may use the Licensed Software only on one central processing unit 
with one input terminal.  All right, title and interest to the Licensed 
Software and the Documentation are, and shall remain, in GAIA or GAIA's 
licensors, as the case may be.  Licensee have no right of access to the 
source code of the Licensed Software.  Licensee is not entitled to updates 
or upgrades of the Licensed Software or Documentation.  

2.  Licensee may not alter, assign, create derivative works, decompile, 
disassemble, distribute, lease, modify, reverse engineer, sublicense, 
transfer or translate in any way the Licensed Software or Documentation 
(except as specifically and expressly provided below for "redistributable 
files"); provided, however, that Licensee may permanently and 
simultaneously transfer all of the Licensed Software, Documentation and the 
License if: a) Licensee delivers to the transferee the Licensed Software 
and Documentation; b) notify GAIA in writing of such transfer; and c) 
destroy any archival/backup copy.  Licensee agrees that the transferee must 
expressly accept all terms and conditions of this Agreement. 

3.  Licensee MAY NOT COPY the Licensed Software or Documentation (except as 
specifically and expressly provided below for "redistributable files"); 
provided, however, that Licensee may make one (1) copy of the Licensed 
Software for archival/backup purposes.  

4.  Licensee may create application software using the Licensed Software, 
including the trade secrets and confidential information of GAIA, and 
Licensee may incorporate in such application software, in executable form, 
those files identified in the Documentation as "redistributable files."  
Licensee MAY NOT distribute the Licensed Software, in any format, to other 
users for development purposes. In particular, if Licensee creates a 
control using the Licensed Software as a constituent control, Licensee 
MAY NOT distribute the control created with the Licensed Software (in any 
format) to users for development purposes.

5.  If either the Licensed Software or Documentation is used in any way not 
expressly and specifically permitted by this License, then the License 
shall immediately terminate.  Upon the termination of the License, Licensee 
shall thereafter make no further use of the Licensed Software or 
Documentation, and Licensee shall return to GAIA all licensed materials, 
postage prepaid.  


WARRANTIES

1.  LIMITED WARRANTY ON DISTRIBUTION MEDIA.  For a period of thirty (30) 
days following the date of delivery of the Licensed Software and 
Documentation to Licensee as the original licensee, if evidenced by 
Licensee's receipt as such, (the "Warranty Period") GAIA warrants the 
DISTRIBUTION MEDIA (the "Media"), such as diskettes or CDs, on which the 
Licensed Software is embodied to be free from defects in materials and 
workmanship under normal use.  The warranty is personal to Licensee, and 
no warranty is made to Licensee's transferees.  Any implied warranties of 
merchantability or fitness for a particular purpose for the media are 
limited in duration to the Warranty Period, after which time all 
warranties, of whatever nature, are specifically disclaimed. 

2. NO WARRANTY ON LICENSED SOFTWARE OR DOCUMENTATION.  GAIA licenses the 
Licensed Software and Documentation solely on an "AS IS" basis without 
warranties of any kind, such as warranties of merchantability or fitness 
for any particular purpose.  The entire risk of quality and performance is 
with Licensee.  The Software and Documentation are not represented to be 
error-free.  If either the Licensed Software, Documentation or both prove 
to be defective, Licensee assumes the entire cost of all servicing, 
correction or repair. 

3.  The foregoing warranty gives Licensee specific legal rights, and 
Licensee may also have other rights which vary from state to state.  Some 
states do not allow the limitation or exclusion of implied warranties, so 
the above limitations may not apply to Licensee.


EXCLUSION OF RESPONSIBILITY

GAIA  shall not in any way be held responsible for any possible errors in the 
ActiveX and/or in its documentation. Licensee shall assume all the expenses 
incurred for whatever maintenance work, rectification or repairs. Similarly, GAIA 
shall not be in any way held responsible for any damage and/or loss of profit 
deriving from the use of the ActiveX o from failure to use it.


COMPETENT AUTHORITIES

In the event of any controversies arising from this contract, the competent 
authority in Italy shall be the Court of Verona; while abroad, the rules and 
regulations in force in each country shall apply.