4.txt

SOFTWARE-CUSTOMER CPU-020176-090180-4





  5.05  Neither the execution of this agreement nor anything in it or in the
OBJECT CODE SOFTWARE shall be construed as (i) an obligation upon
WESTERN or any of its ASSOCIATED COMPANIES, to furnish any person,
including the CUSTOMER and its SUBSIDIARIES, any assistance of any kind
whatsoever, or any information or documentation; or (ii) providing or implying any
arrangement or understanding that WESTERN or any of its ASSOCIATED
COMPANIES will make any purchase or lease.

  5.06  The CUSTOMER agrees that it and its SUBSIDIARIES shall hold the
OBJECT CODE SOFTWARE in confidence. The CUSTOMER further agrees
that it and its SUBSIDIARIES shall not make any disclosure of the OBJECT
CODE SOFTWARE (including methods or concepts utilized therein) to anyone,
except to employees of the CUSTOMER and its SUBSIDIARIES to whom such
disclosure is necessary to the use for which rights are granted hereunder. The
CUSTOMER and its SUBSIDIARIES shall appropriately notify each employee to
whom any such disclosure is made that such disclosure is made in confidence and
shall be kept in confidence by him.

  5.07  The obligations of the CUSTOMER, its SUBSIDIARIES and their
respective employees under Section 5.06 shall survive and continue after any
termination of rights under this agreement or cessation of a SUBSIDIARY’S status
as a SUBSIDIARY; however, such obligations shall not extend to any information
relating to the OBJECT CODE SOFTWARE which is now available to the general
public or which later becomes available to the general public by acts not
attributable to the CUSTOMER, its SUBSIDIARIES or their respective
employees.

  5.08  The CUSTOMER agrees that it and its SUBSIDIARIES will not use the
OBJECT CODE SOFTWARE except as authorized herein, that it and its
SUBSIDIARIES will not make or have made, or permit to be made, any copies of
the OBJECT CODE SOFTWARE, except those copies which are necessary to the
use, by the CUSTOMER and its SUBSIDIARIES, for which rights are granted
hereunder, that each such necessary copy shall contain the same proprietary notices
or legends which appear on the OBJECT CODE SOFTWARE, and that no rights
are granted under this agreement expressly or impliedly with respect to any
copyrights except as provided for in this Section 5.08.

  5.09  Neither this agreement nor any rights hereunder, in whole or in part, shall
be assignable or otherwise transferable.

  5.10  Nothing in this agreement grants to the CUSTOMER or to its
SUBSIDIARIES the right to sell, lease or otherwise transfer or dispose of the
OBJECT CODE SOFTWARE in whole or in part.