LICENSE_PLUG_IN

ASSERTD Eclipse PLUG-IN LICENSE AGREEMENT
Agreement version 1.0


This Technology Preview License Agreement ("Agreement") is a legal
agreement between Daniel Geist  ("Daniel Geist"), residing in 3 Petel Str
Haifa 34556, Israel and you (either an
individual or a legal entity) ("Licensee") for the Licensed Software (as
defined below).

1. DEFINITIONS

"Affiliate" of a Party shall mean an entity (i) which is directly or
indirectly controlling such Party; (ii) which is under the same direct
or indirect ownership or control as such Party; or (iii) which is
directly or indirectly owned or controlled by such Party. For these
purposes, an entity shall be treated as being controlled by another if
that other entity has fifty percent (50 %) or more of the votes in such
entity, is able to direct its affairs and/or to control the composition
of its board of directors or equivalent body.

"Applications" shall mean Licensee's software products created using the
Licensed Software which may include portions of the Licensed Software or
or that its development utilized the licensed software.

"Term" shall mean the period of time six (6) months from the later of
(a) the Effective Date; or (b) the date the Licensed Software was
initially delivered to Licensee by Daniel Geist. If no specific Effective Date
is set forth in the Agreement, the Effective Date shall be deemed to be
the date the Licensed Software was initially delivered to Licensee.

"Licensed Software" shall mean the computer software, "online" or
electronic documentation, associated media and printed materials,
including the source code, example programs and the documentation
delivered by Daniel Geist to Licensee in conjunction with this Agreement.

"Party" or "Parties" shall mean Licensee and/or Daniel Geist.


2. OWNERSHIP

The Licensed Software is protected by copyright laws and international
copyright treaties, as well as other intellectual property laws and
treaties. The Licensed Software is licensed, not sold.

If Licensee provides any findings, proposals, suggestions or other
feedback ("Feedback") to Daniel Geist regarding the Licensed Software, Daniel Geist
shall own all right, title and interest including the intellectual
property rights in and to such Feedback, excluding however any existing
patent rights of Licensee. To the extent Licensee owns or controls any
patents for such Feedback Licensee hereby grants to Daniel Geist and its
Affiliates, a worldwide, perpetual, non-transferable, sublicensable,
royalty-free license to (i) use, copy and modify Feedback and to create
derivative works thereof, (ii) to make (and have made), use, import,
sell, offer for sale, lease, dispose, offer for disposal or otherwise
exploit any products or services of Daniel Geist containing Feedback,, and
(iii) sublicense all the foregoing rights to third party licensees and
customers of Daniel Geist and/or its Affiliates.

3. VALIDITY OF THE AGREEMENT

By installing, copying, or otherwise using the Licensed Software,
Licensee agrees to be bound by the terms of this Agreement. If Licensee
does not agree to the terms of this Agreement, Licensee may not install,
copy, or otherwise use the Licensed Software. Upon Licensee's acceptance
of the terms and conditions of this Agreement, Daniel Geist grants Licensee the
right to use the Licensed Software in the manner provided below.


4. LICENSES

4.1. Using and Copying

Daniel Geist grants to Licensee a non-exclusive, non-transferable, time-limited
license to use and copy the Licensed Software for sole purpose of
designing, developing and testing Applications, and evaluating and the
Licensed Software during the Term.

Licensee may install copies of the Licensed Software on an unlimited
number of computers provided that (a) if an individual, only such
individual; or (b) if a legal entity only its employees; use the
Licensed Software for the authorized purposes.

4.2    No Distribution or Modifications

Licensee may not disclose, modify, sell, market, commercialise,
distribute, loan, rent, lease, or license the Licensed Software or any
copy of it or use the Licensed Software for any purpose that is not
expressly granted in this Section 4. Licensee may not alter or remove
any details of ownership, copyright, trademark or other property right
connected with the Licensed Software. Licensee may not distribute any
software statically or dynamically linked with the Licensed Software.
Licensee may not distribute any product that utilized the Licensed
Software in its development.

4.3 No Technical Support

Daniel Geist has no obligation to furnish Licensee with any technical support
whatsoever. Any such support is subject to separate agreement between
the Parties.


5. PRE-RELEASE CODE

The Licensed Software contains pre-release code that is not at the level
of performance and compatibility of a final, generally available,
product offering. The Licensed Software may not operate correctly and
may be substantially modified prior to the first commercial product
release, if any. Daniel Geist is not obligated to make this or any later
version of the Licensed Software commercially available. The License
Software is "Not for Commercial Use" and may only be used for the
purposes described in Section 4. The Licensed Software may not be used
in a live operating environment where it may be relied upon to perform
in the same manner as a commercially released product or with data that
has not been sufficiently backed up.

6. THIRD PARTY SOFTWARE

The Licensed Software may provide links to third party libraries or code
(collectively "Third Party Software") to implement various functions.
Third Party Software does not comprise part of the Licensed Software. In
some cases, access to Third Party Software may be included along with
the Licensed Software delivery as a convenience for development and
testing only. Such source code and libraries may be listed in the
".XXXXX" source tree delivered with the Licensed Software or
documented in the Licensed Software where the Third Party Software is
used, as may be amended from time to time, do not comprise the Licensed
Software. Licensee acknowledges (1) that some part of Third Party
Software may require additional licensing of copyright and patents from
the owners of such, and (2) that distribution of any of the Licensed
Software referencing any portion of a Third Party Software may require
appropriate licensing from such third parties.


7. LIMITED WARRANTY AND WARRANTY DISCLAIMER

The Licensed Software is licensed to Licensee "as is". To the maximum
extent permitted by applicable law, Daniel Geist on behalf of itself and its
suppliers, disclaims all warranties and conditions, either express or
implied, including, but not limited to, implied warranties of
merchantability, fitness for a particular purpose, title and
non-infringement with regard to the Licensed Software.


8. LIMITATION OF LIABILITY

If, Daniel Geist's warranty disclaimer notwithstanding, Daniel Geist is held liable to
Licensee, whether in contract, tort or any other legal theory, based on
the Licensed Software, Daniel Geist's entire liability to Licensee and
Licensee's exclusive remedy shall be, at Daniel Geist's option, either (A)
return of the price Licensee paid for the Licensed Software, or (B)
repair or replacement of the Licensed Software, provided Licensee
returns to Daniel Geist all copies of the Licensed Software as originally
delivered to Licensee. Daniel Geist shall not under any circumstances be liable
to Licensee based on failure of the Licensed Software if the failure
resulted from accident, abuse or misapplication, nor shall Daniel Geist under
any circumstances be liable for special damages, punitive or exemplary
damages, damages for loss of profits or interruption of business or for
loss or corruption of data. Any award of damages from Daniel Geist to Licensee
shall not exceed the total amount Licensee has paid to Daniel Geist in
connection with this Agreement.


9.    CONFIDENTIALITY

Each party acknowledges that during the Term of this Agreement it shall
have access to information about the other party's business, business
methods, business plans, customers, business relations, technology, and
other information, including the terms of this Agreement, that is
confidential and of great value to the other party, and the value of
which would be significantly reduced if disclosed to third parties (the
"Confidential Information"). Accordingly, when a party (the "Receiving
Party") receives Confidential Information from another party (the
"Disclosing Party"), the Receiving Party shall, and shall obligate its
employees and agents and employees and agents of its Affiliates to: (i)
maintain the Confidential Information in strict confidence; (ii) not
disclose the Confidential Information to a third party without the
Disclosing Party's prior written approval; and (iii) not, directly or
indirectly, use the Confidential Information for any purpose other than
for exercising its rights and fulfilling its responsibilities pursuant
to this Agreement. Each party shall take reasonable measures to protect
the Confidential Information of the other party, which measures shall
not be less than the measures taken by such party to protect its own
confidential and proprietary information.

"Confidential Information" shall not include information that (a) is or
becomes generally known to the public through no act or omission of the
Receiving Party; (b) was in the Receiving Party's lawful possession
prior to the disclosure hereunder and was not subject to limitations on
disclosure or use; (c) is developed by the Receiving Party without
access to the Confidential Information of the Disclosing Party or by
persons who have not had access to the Confidential Information of the
Disclosing Party as proven by the written records of the Receiving
Party; (d) is lawfully disclosed to the Receiving Party without
restrictions, by a third party not under an obligation of
confidentiality; or (e) the Receiving Party is legally compelled to
disclose the information, in which case the Receiving Party shall assert
the privileged and confidential nature of the information and cooperate
fully with the Disclosing Party to protect against and prevent
disclosure of any Confidential Information and to limit the scope of
disclosure and the dissemination of disclosed Confidential Information
by all legally available means.

The obligations of the Receiving Party under this Section shall continue
during the Initial Term and for a period of five (5) years after
expiration or termination of this Agreement. To the extent that the
terms of the Non-Disclosure Agreement between Daniel Geist and Licensee
conflict with the terms of this Section 9, this Section 9 shall be
controlling over the terms of the Non-Disclosure Agreement.

10. Eclipse Public License (EPL) included software
10.1 All EPL software that is used in conjunction with the licensed software
comes without warranty. The contributors of this software cannot be
held accountable for this software. All warranties and conditions for this software, expressed and implied,
including warranties or conditions of title and non-infringement, and implied warranties
or conditions of merchantability and fitness for a particular purpose, are disclaimed;
10.2 All EPL that is used in conjunction with the licensed software is excluded
from liability for damages, The contributors of this software cannot be
held liable for this software, including direct, indirect, special,
incidental and consequential damages, such as lost profits.
10.3 Any provisions in this agreement which differ from the EPL agreement
are offered by Daniel Geist alone.
10.4 Source code for the PLUG-IN can be obtained from Daniel Geist. This
does not include code to generate checkers which is not part of the PLUG-IN.


11. GENERAL PROVISIONS

11.1    No Assignment

Licensee shall not be entitled to assign or transfer all or any of its
rights, benefits and obligations under this Agreement without the prior
written consent of Daniel Geist, which shall not be unreasonably withheld.

11.2     Termination

Daniel Geist may terminate the Agreement at any time immediately upon written
notice by Daniel Geist to Licensee if Licensee breaches this Agreement.

Upon termination of this Agreement, Licensee shall return to Daniel Geist all
copies of Licensed Software that were supplied by Daniel Geist. All other
copies of Licensed Software in the possession or control of Licensee
must be erased or destroyed. An officer of Licensee must promptly
deliver to Daniel Geist a written confirmation that this has occurred.

11.3    Surviving Sections

Any terms and conditions that by their nature or otherwise reasonably
should survive a cancellation or termination of this Agreement shall
also be deemed to survive. Such terms and conditions include, but are
not limited to the following Sections: 2, 5, 6, 7, 8, 9, 10, 11.2, 11.3, 11.4,
11.5, 11.6, and 11.7 of this Agreement.

11.4    Entire Agreement

This Agreement constitutes the complete agreement between the parties
and supersedes all prior or contemporaneous discussions,
representations, and proposals, written or oral, with respect to the
subject matters discussed herein, with the exception of the
non-disclosure agreement executed by the parties in connection with this
Agreement ("Non-Disclosure Agreement"), if any, shall be subject to
Section 9. No modification of this Agreement shall be effective unless
contained in a writing executed by an authorized representative of each
party. No term or condition contained in Licensee's purchase order shall
apply unless expressly accepted by Daniel Geist in writing. If any provision of
the Agreement is found void or unenforceable, the remainder shall remain
valid and enforceable according to its terms. If any remedy provided is
determined to have failed for its essential purpose, all limitations of
liability and exclusions of damages set forth in this Agreement shall
remain in effect.

11.5    Export Control

Licensee acknowledges that the Licensed Software may be subject to
export control restrictions of various countries. Licensee shall fully
comply with all applicable export license restrictions and requirements
as well as with all laws and regulations relating to the importation of
the Licensed Software and shall procure all necessary governmental
authorizations, including without limitation, all necessary licenses,
approvals, permissions or consents, where necessary for the
re-exportation of the Licensed Software.,

11.6    Governing Law and Legal Venue

The laws of the state of Israel shall govern all issued arising under
or relating to this Agreement, without giving effect to the conflict of
laws principles thereof. All disputes arising under or relating to this
Agreement shall be resolved exclusively in the appropriate Israeli
court sitting in Tel Aviv-Jaffa, Israel. This Agreement will not be
governed by the United Nations Convention on Contracts for the
International Sales of Goods, the application of which is expressly
excluded.   
 
11.7    No Implied License

There are no implied licenses or other implied rights granted under this
Agreement, and all rights, save for those expressly granted hereunder,
shall remain with Daniel Geist and its licensors. In addition, no licenses or
immunities are granted to the combination of the Licensed Software with
any other software or hardware not delivered by Daniel Geist under this
Agreement.