Agreement on Provision of Standard Software (valid for the Product Family of

Docware GmbH)

This Agreement is reached between you, the user of the software (Customer), and
Docware GmbH, Alexanderstr. 9, D-90762 Fürth. Please read through the Agreement
carefully. By declaring your approval at the end of the text, you will be agreeing
to all the terms and conditions contained in the Agreement. If you do not agree to
the terms and conditions of this Agreement, then you should turn the License
Agreement down in the places provided. You will not then be able to use the
programs. This Agreement contains the terms and conditions under which you will be
granted a license to use the programs. This Agreement is a License Agreement and
not a sales contract. The name of the Customer is deposited in the licence key,
created by Docware. Therefore the name of the Customer appears when starting and
closing the program.

1 License Terms, Scope of Usage

On acquiring the programs, Customer shall be granted the rights specified below.
The programs are suitable for producing catalogues, in particular catalogues
listing spare parts, services and accessories. Any other usage is excluded.

1.1. For a definite period (as dated on the license certificate), Customer shall be
granted the non-transferable, non-exclusive right in the programs specified below,
entitling it to use the programs provided by Docware in the manner described below.
Customer is not entitled to put the programs at the disposal of third parties or to
use them for third parties, in particular it is not entitled either to produce
entire or partial catalogues of spare parts for third parties. At the end of the
period of usage, Customer must delete the production programs. Deletion must be
confirmed to Docware in writing. Customer requires the production programs for
producing catalogues of spare parts. The individual modules are listed on the
license certificate. In order to be able to use said production programs, Customer
needs an activation code, activation hardware and software from Docware. Such code
shall be generated by Docware with reference to the respective hardware used by
Customer - which is similarly listed on the license certificate - and provided to
Customer on a data carrier along with the production programs. The catalogues of
spare parts made with the production programs can then be distributed by Customer,
e.g. to field staff or ultimate customers. To this end Customer needs programs
which enable users to view the catalogue of spare parts (viewer programs).

1.2. Production programs:

1.2.1. The production programs consist of a server license and any number of
workplace licenses. A server license cannot be operated in isolation, and must be
acquired with at least one workplace license.
For each CPU on which Docware's programs are to be used, a separate license is
required. The right granted for use on a specific CPU shall however apply for
temporary use on another CPU if this becomes necessary in the event of the
specified CPU failing due to a defect. Docware shall then immediately - as a rule
within 48 hours - generate a new activation code, activation hardware and software
with reference to the hardware on which the programs are now to be used, and
transfer the code to Customer on a data carrier or in some other normal manner. If
Customer intends to permanently change the hardware, this can be done. Docware will
then generate a new activation code or appropriate activation hardware and software
and provide same to Customer. If the programs are imported into hardware platforms
which enable more intensive - and in particular quicker - operation of the
production programs, then Customer shall be under obligation to pay additional
license fees totalling 25%, irrespective of whether this output is actually
achieved on the new computer. The same shall apply if Customer takes technical
precautions to avoid enhanced usability on the new computer (throttling). The
Customer is entitled to acquire any number of workplace licenses, which will be
granted as "named user" licenses. This means that Customer must give the first name
and surname of those members of staff for whom the license is to be issued. Only
these members of staff shall then be entitled to access the production programs on
the server. If the authorised employee changes, Customer must notify Docware to
this effect in writing. Docware shall register this and send a license for the new
named user.

1.2.2. The production programs are restricted depending on the quantity of data to
be processed by them. The quantity of data is specified on the license certificate.
If the number of data sets given on the license certificate is exceeded, then
acquisition of an extended license and activation thereof are required beforehand.

1.2.3. The customer may operate the production programs (the server programs
provided, with respective server licences of all kinds) in a) so-called virtual
operating system environments (virtual or other emulated hardware systems) or b) in
physical operating system environments (physical hardware system) in accordance
with the licence certificate. The number of production programs – independent of
the environment – is limited to the number stated in the license certificate. The
number of server programs is limited to one (1) server if not stated differently in
the license certificate. If the number of server programs exceeds the number stated
in the license certificate, the purchase and activation of an extended license
becomes inevitable.

1.2.4 The customer may operate the ceded server programs according to the number of
server licences mentioned in the license certificate. A server licence corresponds
to the operation of exactly one instance of web application on one web application
server and on one physical hardware system. Shall several instances of one web
application be operated in parallel (on one or several web application servers and
on one or several physical hardware systems), the customer needs to purchase a
server license for every instance of web application operated in parallel –
regardless if these are operated on one or several web application servers or on
one or several physical hardware systems. The number of operable instances of one
web application is limited to the number of server licences mentioned in the
licence certificate in either case. It is expressly prohibited to the customer to
operate a larger quantity of server licences than mentioned in the licence
certificate.

1.3. Viewer Programs:

1.3.1. On acquiring viewer programs, Customer acquires the right to make a certain
number of electronic copies of the catalogue of spare parts which it has produced
with the aid of the production programs, which number is given on the license
certificate. In order for the catalogue of spare parts to be read electronically,
the viewer program - in which Docware owns all the rights - must also be copied.
Customer is expressly granted the right to also copy these programs and to
distribute the copies. Distribution is only allowed along with the catalogue of
spare parts made by Customer. For each electronic copy it is planning to
distribute, Customer shall acquire a license in line with the agreed scale of
costs. Customer is also entitled to copy updates of such catalogues of spare parts
later at its own expense and to dispatch them along with the viewer programs
without this incurring additional costs.

1.3.2. At any time, without giving reasons, Docware is entitled at its own expense
to request a professional bound to observe secrecy (e.g. lawyer, tax consultant,
CPA) to audit Customer's accounts to ascertain the number of copies of the viewer
programs and/or production programs made and distributed. If such audit reveals
that the number of viewer programs that have been copied and/or distributed exceeds
the number of licenses that have been acquired, then Customer shall pay the cost of
the audit.

1.3.3. The customer may operate the server-supporter viewer programs in a) so-
called virtual operating system environments (virtual or other emulated hardware
systems) or b) in physical operating system environments (physical hardware system)
in accordance with the licence certificate. The number of server-supported viewer
programs – independent of the environment – is limited to the number stated in the
license certificate. The number of server programs is limited to one (1) server if
not stated differently in the license certificate. If the number of server programs
exceeds the number stated in the license certificate, the purchase and activation
of an extended license becomes inevitable.

1.3.4 The customer may operate the ceded server-based viewer programs according to
the number of server licences mentioned in the licence certificate. A server
licence corresponds to the operation of exactly one instance of web application on
one web application server and on one physical hardware system. Shall several
instances of one web application be operated in parallel (on one or several web
application servers and on one or several physical hardware systems), the customer
needs to purchase a server license for every instance of web application operated
in parallel – regardless if it is operated on one or several web application
servers or on one or several physical hardware systems. The number of operable
instances in parallel of one web application is limited to the number of server
licences mentioned in the licence certificate in either case. It is expressly
prohibited to the customer to operate a larger quantity of server licences than
mentioned in the licence certificate.

1.4. Special Terms for Licenses Granted to Service Providers (Service License)

1.4.1. If Customer is not intending to post its own products in an electronic

catalogue of spare parts, wanting instead to (also) do this as a service for third
parties, then the following shall apply:
Customer must purchase from Docware the production programs needed for each of its
ultimate customers. Such programs shall be released with Docware generating an
activation code activation hardware and software from the name of the respective
ultimate customer. The ultimate customer's name therefore appears when the program
is opened and closed since at the same time the programs are also scaled depending
on the quantity of data which may be processed, the service provider must also in
the case of a service license give the number of data sets to be processed along
with the name of the ultimate customer.
In respect of the viewer programs, the above provisions in Item 3) shall apply, in
which case the customer shall be substituted by the service provider.

1.5. External Programs:

External programs may be integrated in the programs supplied by Docware. Customer
shall be granted - likewise for a limited period - a simple, non-exclusive and non-
transferable usufructuary right in such programs. The usufructuary right only
entitles Customer to use such external programs for a certain purpose, i.e. for the
same purpose as Docware's production and viewer programs. Any other usage of these
programs is strictly prohibited. Violations shall lead to the overall license being
immediately terminated without notice.

1.6. For test versions, sample copies and programs provided by Docware free of
charge, the terms given in the above paragraph shall apply until such time as
Customer acquires a license for a commercial full version of the product concerned.
The program provided is either for a limited period, or only functions for a
restricted quantity of data, or only has restricted functions. Docware licenses the
software "as viewed" exclusively for demonstration purposes. If the test version,
sample copy or software provided free of charge is a version for a limited period,
then the program will no longer function after a certain period (e.g. 15, 30 or 45
days) has lapsed after the installation date (which date shall determine when the
time block is activated). On expiry of this period the below license shall
terminate, unless it is renewed by Docware when a commercial full version license
is bought. If the test version, sample copy or software provided free of charge
involves a version for a limited quantity of data, then the program is limited and
restricted to processing a given quantity of data (e.g. 300 or 500 data sets). The
limit on the data quantity can be increased when a commercial full version license
is bought from Docware. At the end of a fixed period, such test versions, sample
copies and software provided free of charge will no longer function. At its own
risk Customer may access data or data sets drawn up with a test version, a sample
copy or software provided free of charge or a related product. Docware excludes all
and any guarantees and warranties, and vis-à-vis Customer it restricts its
liability for test versions, sample copies and software provided free of charge to
gross negligence and intent.

1.7. Docware GmbH may revoke the license granted to Customer for important cause.
Important cause for revoking a license shall be in particular if the data and
programs provided for usage are used either for other purposes or for purposes not
in accordance with the contract. Claims going beyond this shall remain unaffected.

1.8. All the rights in the programs and the documentation - either the original or
a copy - shall remain with Docware. Docware's prior written approval is required
for assignments of rights and obligations created under this agreement, in
particular passing a program or program records on to third parties.
Letting out the program is prohibited.

1.9. Making copies or other reproductions of programs or records which have been
provided is exclusively permitted for internal use for back-up and archiving
purposes. Customer must clearly indicate to third parties on the back-up copies and
archive copies that the data carriers and the programs they contain originate from
Docware.

1.10. Customer shall treat all the information about the programs, the methods and
procedures used, and the records involving the licensed programs confidentially,
and it shall take all necessary precautions to prevent unauthorised third-party
access to the programs.

1.11. Customer shall be liable vis-à-vis Docware for damage caused by improper
usage of the programs,in particular unauthorised disclosure of the programs or
records to third parties.It is prohibited to create or improve a catalogue system
resembling to the Parts-Publisher system by using the catalogue produced with the
Parts-Publisher system or by analysing the structures created with theParts-
Publisher system.

1.12. For each instance of infringement of the above duties, a contractual penalty
of EUR 25,000 shall be due, with the defence of continuation in a related context
being ruled out. Docware remains entitled to also claim damages amounting to the
license fee. Customer is free to prove that the damage caused to Docware is
equivalent to less than one license fee, or that no damage at all has been caused.

1.13. In the event of any violation of the cardinal duties laid down in the above
provisions, Docware shall be entitled to immediately terminate the license without
notice. From such time onwards, Customer shall no longer be entitled to continue
operating the programs. If any of the above provisions is or becomes invalid, then
it shall be substituted by another provision approximating the business purpose of
the invalid provision as nearly as possible.

2 Performance Not Included:

2.1. As a matter of principle, the delivery shall not include the installation of
the software at Customer's place of business. Thus the installation is not included
in the software license.

2.2. Recording master data and similar preliminary tasks, or the delivery of any
data carriers such as may be required, are likewise not included in the scope of
performance. Insofar as such tasks have to be performed by Docware, they must be
ordered separately and shall be subsequently charged in accordance with Docware's
price list for services in force at the time when the services are rendered.

2.3. At Customer's request, Docware shall render the following services on the
terms in force at the time, depending on the possibilities open to it:
System analysis, system generation, making parameters, installation, instruction,
support via data transmission and by telephone, advice on correcting faults after
the guarantee period has expired. In the event of such services being rendered,
Customer shall remain responsible for the overall performance and supervision of
the work during which it is assisted by Docware's staff. If Docware writes programs
on its own responsibility, this shall not count as support as defined in this
provision. Services pursuant to Item 1.1 shall be individually recorded and
invoiced. They must be confirmed by Customer in writing in each case. The prices
shall depend on the respective price list in force at the time when performance is
rendered.

3 Default, Impossibility, Rescission

3.1. If we default in providing any item, and if we are guilty of gross negligence
or intent in respect of such default, then we shall compensate Customer for all and
any damage thus caused to it. In the event of slight negligence only, all
Customer's claims shall be excluded.

3.2. In the event of non-delivery by our own suppliers, both parties shall be
entitled to rescind the contract.

3.3. We are entitled to rescind the contract for the following reasons:

3.3.1. If it emerges - contrary to that which was assumed prior to conclusion of

the contract - that Customer is not credit-worthy. Lack of credit-worthiness shall
be assumed in the event of the protest of a bill or cheque, if Customer ceases
making payments, or if an attempt to levy execution on the Customer is
unsuccessful. This need not necessarily involve the relations between ourselves and
Customer.

3.3.2. If it emerges that Customer has made false statements about its credit-
worthiness, and if such statements are of major significance for the conclusion of
the contract.

3.3.3. If goods subject to reservation of title are transferred other than during
the course of Customer's normal business operations, in particular by way of
assignment of security or attachment. Exceptions to this shall only be made if we
have agreed to such transfer in writing.

3.3.4. We may also rescind the contract if after conclusion of the contract
circumstances of import to the implementation of the contract occur without our
being able to influence them, such that our performance becomes impossible or is
made difficult to the extent that we cannot reasonably be expected to perform (e.g.
non-delivery by our own suppliers for which we are not responsible, or delivery
only under more difficult circumstances).

3.3.5. Finally, we are also entitled to rescind the contract if Customer violates a
cardinal duty, in particular if it is guilty of failing to perform its obligation
to observe care in respect of the handling of the goods subject to reservation of
title.

3.3.6. In all other respects our right of rescission and Customer's right of
rescission shall be governed by the statutory regulations.

4 Guarantee:
Customer is aware that as technology currently stands, errors in programs and
hardware cannot be ruled out.

4.1. Guarantee as follows:

4.1.1. For a newly produced item - 12 months; for used items, no guarantee shall be
assumed.
The guarantee period shall commence on the passing of risk to the Customer.

4.1.2. Customer must immediately inspect the programs and the hardware supplied for
defects, and notify us in writing about any obvious defects within two weeks;
otherwise guarantee claims may not be asserted. Punctually sending such
notification shall suffice in order to meet the deadline. Hidden defects which only
become apparent in the course of time must be reported by Customer without delay
within the deadlines given above.

4.1.3. We shall only acknowledge complaints about defects if they are lodged in
writing. Complaints made to field staff or other third parties shall not be deemed
complaints made within the required period or in the required form.

4.1.4. Sending the programs and hardware back to us such as may be required in the
event of a defect is only allowed with our prior consent. We are not obliged to
accept items which are sent back without our consent.

4.1.5. In the event that a substitute delivery is made following a justified

complaint about a defect, the provisions on delivery periods shall apply
accordingly. We are to be given a reasonable period of at least three weeks in
order to remedy defects by way of subsequent improvement or substitute delivery.

4.2. If there is a defect that has been thus ascertained and duly reported, then
the purchaser shall have the following rights:

4.2.1. In the event of defects, the purchaser shall first of all have the right to
demand from us subsequent performance. We shall render subsequent performance by
remedying the defect or making a new delivery, at our option. We may also provide
temporary circumvention of the defect, provided such circumvention does not impair
Customer's handling of the program to an unreasonable extent.
Whether to deliver a new item or remedy the defect shall be decided at our own
discretion.

4.2.2. Furthermore, if two attempts at subsequent performance fail we have the

right to make another attempt at subsequent performance within a reasonable period,
the nature of which performance shall again be at our option. Only when the third
attempt at subsequent performance fails shall the purchaser be entitled to rescind
the contract or to reduce the purchase price because of the defect.

4.3. The purchaser may only demand damages or the refunding of wasted expenses in
cases of grossly negligent or wilful violation of our obligation to supply items
free of defects. The purchaser must prove the reason for and the amount of the
damage caused. The same applies to its wasted expenses.
4.4. The onus of proof for defects shall lie with the purchaser.

4.5. If Customer receives substandard installation instructions, then we shall only

be under obligation to supply installation instructions without any mistakes, but
only if the mistake in the installation instructions would impede proper
installation.

4.6. Customer's claims to damages for defects shall become statute-barred one year
after delivery of the programs.
This shall not apply if we are guilty of gross negligence or in the event of
attributable injury to human life or limb or health hazards.

4.7. The guarantee shall not apply to defects that are caused because Customer
allowed tasks to be carried out by persons not authorised by ourselves or by the
manufacturer of the programs or hardware, or because the contractual objects have
been altered or extended by Customer itself, unless Customer proves that such
alterations and extensions are not the cause of the defect.
If the defect reported by Customer cannot be found when a check is made, then
Customer shall bear the cost of the check if it is a merchant.

4.8. In the event of any defects, we shall repair the contractual object at our
headquarters or at Customer's place of business, at our option.
If there is any defect which can only be repaired on the spot at Customer's place
of business, then we shall only pay the costs thus incurred as far as the place
where the object was intended to be used on the date of conclusion of the contract.
If nothing has been agreed and if nothing ensues from the circumstances, then we
shall only be obliged to repair the object at Customer's place of business.
Customer shall bear any extra costs incurred by the fact that Customer has taken
the object to a place other than that where installation was originally planned.

4.9. If any claims are imposed on Customer due to the objects delivered or licensed
hereunder infringing any protective rights in Germany, then we shall refund to
Customer all the costs and damages ordered res judicata, provided we are notified
in writing without delay about any such claims and given all the necessary
information by Customer, provided Customer performs it general obligations to
cooperate, provided we can take the final decision on whether to ward off or settle
the claim, and provided we are guilty of the infringement of the protective rights.
If it is established res judicata that further usage of the contractual objects
infringes third-party protective rights in Germany, or if we are of the opinion
that there is a risk of action being brought for the protection of protective
rights, then at our own expense and at our own option - as long as liability does
not lapse - we may procure for Customer the right to continue using the objects, or
exchange them or alter them in such a manner that they do not constitute an
infringement, or take back the contractual objects and refund their value to
Customer, deducting compensation for the usage made of them so far. Compensation
for usage shall be calculated on the basis of the assumed depreciation period of 3
years, such that 1/36 of the price has to be paid for each month of usage.

4.10. We shall only be liable for damage ensuing from defects in the objects if
such liability is due to at least grossly negligent violation of duty on our part
or on the part of our legal representative or on the part of a party assisting us
in performing our obligations. The above limitation shall expressly not apply if a
grossly negligent violation of duty on our part or on the part of our legal
representative or on the part of a party assisting us in performing our obligations
creates liability for losses resulting from injury to human life or limb or health
hazards. Insofar as we have assumed a guarantee to the effect that the transferred
object will have certain characteristics over a fixed period, the above provisions
on the obligations to inspect the object and lodge complaints and the clause on the
number of attempts at subsequent performance shall not apply.

4.11. No guarantee is assumed for support work.

4.12. Docware shall not give any guarantee for programs or hardware provided on
trial which Customer has taken on after testing their usability.

4.13. Handling of external guarantees:

Guarantees are promises of performance given to Customer by the manufacturer. They
do not therefore create any obligation on our part. Customer itself is therefore
under obligation to ensure at its own expense that the conditions for asserting
claims under the guarantee are met. We are prepared to carry out the aforementioned
tasks at Customer's request. For this, separate services must be ordered by
Customer at cost.

5 Liability for All Other Violations of Duty:

5.1. Notwithstanding the provisions on guarantee and other specific arrangements

made hereunder, the following shall apply in cases where we violate duty:
We shall be liable for unlimited damages on behalf of our employees and those
assisting us in performing our obligations, also for slight negligence, in the
event of injury to human life or limb or health hazards. Beyond this we shall only
be liable to the following extent:Customer must grant us a reasonable period for
subsequent performance in order to rectify the violation of duty, which period may
not be less than three weeks. Only after the period for subsequent performance has
expired to no avail may Customer rescind the contract and/or demand compensation.

5.2. Customer may only demand compensation in cases of grossly negligent or wilful
violation of duty on our part.
In all events, compensation shall be restricted to the amount of the purchase
price.

5.3. If Customer is solely or largely responsible for circumstances which would

justify its rescission of the contract, or if the circumstance justifying
rescission occurs during Customer's default in acceptance, then rescission shall be
excluded. If Customer is a business, then the following shall apply:

5.3.1. Customer may only demand compensation in cases of grossly negligent or

wilful violation of duty on our part. Compensation in lieu of performance (in the
event of non-performance, German Civil Code § 280 (3) in conjunction with § 281)
and damages for delay (German Civil Code § 280 (2) in conjunction with § 286) shall
be limited to negative interest. Compensation for non-performance or for
performance not duly rendered (German Civil Code § 282) shall be restricted to the
amount of the purchase price. Compensation in lieu of performance when the
obligation to render performance is ruled out (impossibility) is excluded. In all
events, compensation is limited to EUR 25,000 per claim, and to two claims per
year.

5.3.2. Our liability for deception and under the law on product liability shall
remain unaffected.

5.4. Customer must assume joint responsibility in the event of e.g. insufficient
cooperation (e.g. also insufficient reports on defects, organisational errors, or
insufficient back-ups).
We shall be liable for the recovery of data only insofar as Customer has taken
normal and adequate precautions for data saving, and has at the same time made sure
that the data and programs in machine-readable form can be reconstructed with
reasonable effort. In particular, before each of the above tasks, Customer is under
obligation to make a back-up and to check and document the success of the saving of
data. If Customer has failed to do this, then it is under obligation to tell our
member of staff so before any work commences. If our members of staff make the
back-up and check its success, then Customer shall pay the cost for this. The costs
shall be charged in accordance with our price list in force at the time.

5.5. Procurement Risk

We shall not assume any procurement risk for articles which have been ordered and
cannot be supplied at once. The assumption of any guarantees whatsoever is
excluded, unless an express written agreement to this effect has been reached with
Customer. The above limitations of liability shall not apply to foreseeable damage
caused due to the violation of cardinal duties. In any such event, however, we
shall only be liable insofar as the damage was predictable. We shall not assume any
liability for unforeseeable excess risks.

5.6. The above limitation shall also expressly not apply if a culpable violation of
duty on our part or on the part of our legal representatives or on the part of a
party assisting us in performing our obligations causes liability for losses
resulting from injury to life and limb or health hazards.

6 Export Regulations
If Customer intends to export programs or hardware supplied by Docware - insofar as
it is entitled to do so under the contract - then Customer must comply with the
export regulations in force in the Federal Republic of Germany. Customer shall make
available to Docware all the information and statements which Docware in turn
requires for complying with domestic export regulations.

7 General Notes

7.1. If Docware receives confidential records from Customer which are marked as
such, then Docware shall instruct its employees to treat such documents
confidentially. The same applies to Customer.

7.2. Supplementing this Agreement, Docware's General Terms of Business shall apply.
They shall be sent to Customer on request.

7.3. Agreements diverging from or in addition to the above provisions shall only be
effective if recorded in a written supplement to this Agreement referring to the
altered clauses.

7.4. If one or any of the above provisions is invalid, the remaining terms shall
remain unaffected. Docware and Customer shall be under obligation in any such case
to substitute an ineffective clause with a valid one approximating the ineffective
one as nearly as possible in business terms. If the Agreement inadvertently
contains a gap, then Docware and Customer shall be under obligation to bridge it
with an arrangement approximating as nearly as possible the business objective of
the overall Agreement.

7.5. If Customer is a registered merchant, a legal entity under public law, or a

special public law trust, or if Customer's registered headquarters are abroad, then
sole venue for all and any disputes arising from the contractual relationship or
about its effectiveness shall be the location of Customer's place of business or of
Docware's place of business in Fuerth, at Docware's option.

7.6. This Agreement shall be governed by, and construed and interpreted in
accordance with, the laws of Luxemburg. CISG is expressly excluded. The place of
all and any disputes arising from the contractual relationship or about its
effectiveness shall be the location of Customer's place of business or of Docware's
place of business in Fuerth, defined by the claimant.
The language shall be English.