
			  BEA Systems, Inc.

		       Binary License Agreement

			     BEA JRockit


READ THE TERMS OF THIS AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE
DOWNLOADING OR INSTALLING JROCKIT.  BY DOWNLOADING OR INSTALLING
JROCKIT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.  INDICATE YOUR
ACCEPTANCE OF THESE TERMS BY SELECTING THE "YES" BUTTON AT THE END OF
THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THESE TERMS, SELECT THE
"NO" BUTTON AT THE END OF THIS AGREEMENT AND THE DOWNLOAD AND
INSTALLATION PROCESS WILL NOT CONTINUE.


1.  License to Use.  Subject to the terms and conditions of this
Agreement, including but not limited to the restrictions set forth in
Section 4 (Restrictions), below, BEA Systems, Inc.  ("BEA") grants you
a non-exclusive and non-transferable license for the internal use only
of the accompanying software and documentation provided by BEA for
JRockit ("JRockit"), including, but not limited to the right to
reproduce and use JRockit internally for the purpose of designing,
developing and testing Java applets and applications, and running Java
applets and applications on JRockit.

2.  License to Distribute.  Subject to the terms and conditions of
this Agreement, and subject to the express condition precedent that
you first comply with the requirements of Section 3 (Reporting
Requirements) prior to exercising any rights granted under this
Section 2, BEA grants you a non-exclusive, non-transferable, limited
license to reproduce and distribute JRockit in binary form only,
provided that: (i) you distribute JRockit complete and unmodified,
(ii) you do not remove or alter any proprietary legends or notices
contained in or on JRockit, (iii) you only distribute JRockit pursuant
to a license agreement that protects BEA's and its licensors'
interests consistent with the terms contained in the Agreement, and
(iv) you agree to defend and indemnify BEA and its licensors from and
against any damages, costs, liabilities, settlement amounts and/or
expenses (including attorneys' fees) incurred in connection with any
claim, lawsuit or action by any third party that arises or results
from the use or distribution of JRockit distributed by you.

3.  Reporting Requirements; Verification.  Your right to distribute
JRockit as provided in Section 2, above, is expressly conditioned on
your prior compliance with the reporting obligations set forth in this
Section 3.  Unless you first comply with these reporting requirements
you may not distribute JRockit in any manner.  Prior to distributing
JRockit in accordance with Section 2, you must provide BEA (via e-mail
sent to jrockit-partner@bea.com) with the following information: (i)
your name, (ii) place of incorporation or organization if a legal
entity such as a corporation, partnership or limited liability
company, (iii) the address of your residence or principal place of
business if you are a legal entity, (iv) the name of a designated
contact person who is authorized to receive information related to
JRockit on your behalf, (v) that designated contact's telephone
number, fax number and e-mail address, and (vi) your URL if you have
one.  BEA may, at any time during the term of this Agreement and with
seven (7) days prior written notice, request and gain access to your
premises for the limited purpose of conducting an audit to determine
and verify that you are in compliance with these terms and conditions.
You shall promptly grant such access and cooperate with BEA in the
audit.  The audit will be restricted in scope, manner and duration to
that reasonably necessary to achieve its purpose and not disrupt your
operations.  You shall be liable for promptly remedying any
underpayments revealed during the audit, and if the audit reveals an
underpayment of more than five per cent (5%) of the fees actually due,
you will also be liable for the costs of the audit.

4.  Restrictions.  JRockit is confidential to BEA and protected by
Copyright and other bodies of law protecting intellectual property
rights.  Title to JRockit and all associated intellectual property
rights is retained by BEA and/or its licensors.  JRockit Mission
Control ("JMC"), a performance and application management
suite that is included with JRockit.  JMC includes a set of user
interfaces along with the supporting APIs and is identified in Exhibit
A attached to this Agreement.  You may use JMC and the corresponding
data gathered from the JRockit Java Virtual Machine through JMC
solely for your internal evaluation and development purposes.  If you
wish to use JMC other than for internal evaluation and development
purposes, including, but not limited to pre-production staging and
full production, you must obtain a separate fee-bearing license to do
so from BEA or one of its licensees authorized to grant such rights.
Except as specifically authorized in Sections 1 and 2, above, you may
not make copies of JRockit.  Unless enforcement is prohibited by
applicable law, you may not modify, decompile, or reverse engineer
JRockit.  No right, title or interest in or to any trademark, service
mark, logo or trade name of BEA or its licensors is granted under this
Agreement.  JRockit is not designed, licensed or intended for use in
the design, construction, operation or maintenance of any nuclear
facility, nor may you use it for such purposes.  If the version of
JRockit you are licensing under this Agreement is a "pre-final,"
"beta," "technology preview," or similar pre-production release
(collectively, "Pre-final Versions"), you must discontinue your use of
the Pre-final Version and replace each copy of such Pre-Final Version
with the successor general availability release as soon as it becomes
available from BEA.  "Pre-final Versions" do not include versions of
JRockit denominated by BEA as "Limited Availability" or "Developer
Releases," and use of such releases does not require that you upgrade
to a subsequent general availability release.

5.  Trademarks and Logos.  You acknowledge and agree as between you
and BEA that BEA owns JRockit trademarks and logos and other related
brand designations ("BEA Marks"), and you have no right to use, or
remove or efface from JRockit, any of the BEA Marks.  All goodwill
associated with the BEA Marks inures to BEA's benefit.

6.  DISCLAIMER OF WARRANTY.  THE SOFTWARE IS PROVIDED "AS IS," WITHOUT
WARRANTY.  ALL WARRANTIES, EXPRESS OR IMPLIED, CONDITIONS, AND
REPRESENTATIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED.

7.  Limitation of Liability.  In no event will BEA or its Licensors be
liable for any lost revenue, profits or data, or for special,
incidental, consequential or other indirect damages, or for punitive
damages, however caused, regardless of the theory of liability,
arising out of or related to JRockit or this Agreement, even if BEA
has been advised of the possibility of such loss.  In no event will
BEA's liability to you, whether in contract, tort (including
negligence), or otherwise, exceed the amount paid by you for JRockit
hereunder.

8.  Termination; No Obligation to Support.  This Agreement is
effective until terminated.  You may terminate this Agreement at any
time by destroying all copies of JRockit.  Either party may terminate
this Agreement immediately should JRockit become, or in either party's
opinion be likely to become, the subject of a claim of infringement of
any intellectual property right.  This Agreement will terminate
immediately without notice from BEA if you fail to comply with any
provision of this Agreement.  Upon Termination, you must destroy all
copies of JRockit.  BEA may at any time discontinue offering JRockit
or any particular version thereof, and unless you accept the terms of
and pay the applicable support fees for a separate BEA JRockit Support
Addendum, BEA shall have no obligation to provide support, updates,
patches, bug fixes or other enhancements for JRockit or any particular
version thereof.

9.  Export Regulations.  You may not download or otherwise export or
re-export JRockit or any underlying information or technology except
in full compliance with all United States and other applicable laws
and regulations.  In particular, but without limitation, neither
JRockit nor the underlying information or technology may be downloaded
or otherwise exported or re-exported, directly or indirectly, (a) into
(or to a national or resident of) Cuba, Iran, Iraq, Libya, North
Korea, Syria or Sudan; (b) to anyone on the US Treasury Department's
list of Specially Designated Nationals or Other Blocked Persons, the
US Commerce Department's Denied Parties List, the US Commerce
Department's Entity List, or the US Commerce Department's Unverified
List; or (c) to or for any proliferation-related (nuclear weapons,
missile technology, or chemical/biological weapons) end use.  By
licensing JRockit, you agree to the foregoing, represent and warrant
that you are not (x) located in, under the control of, or acting on
behalf of, or a national or resident of, any such country; (y) on any
such list; or (z) involved in any such end use.

10.  U.S. Government Restricted Rights.  If JRockit is being acquired
by or on behalf of the U.S. Government or by a U.S. Government
contractor, then the Government's rights in JRockit and accompanying
documentation shall be only as set forth in this Agreement in
accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD)
acquisitions) and with 48 C.F.R. 2.101 and 12.212 (for non-DOD
acquisitions).

11.  Governing Law.  Any action related to this Agreement will be
governed by the laws of the United States and the state of California.
Any legal action in any way arising out of or related to JRockit or
this Agreement may be brought exclusively in the state of federal
courts located in San Jose, California.  By accepting this Agreement,
you are consenting to the exclusive jurisdiction of these courts.

12.  Severability.  If any provision of this Agreement is held to be
unlawful or unenforceable, or otherwise invalid, this Agreement will
remain in effect with the invalid provisions omitted, unless omission
would frustrate the intent of the parties, in which case this
Agreement will immediately terminate.

13.  Complete Agreement.  This Agreement is the entire agreement
between you and BEA relating to the subject matter hereof.  It
supersedes all prior or contemporaneous oral or written
communications, proposals, representations and warranties and prevails
over any conflicting or additional terms of any quote, order,
acknowledgment, or other communication between the parties relating to
its subject matter.  No modification of this Agreement will be
binding, unless in writing and signed by an authorized representative
of each party.




			      EXHIBIT A

		    JRockit Mission Control

JRockit Mission Control identified in Section 4 (Restrictions)
of the Agreement include, but is not limited to the following:

JRockit Runtime Analyzer

JRockit Management Console
 
JRockit Memory Leak Detector
