LICENSE AGREEMENT FOR ZIFF-DAVIS' PC BENCH (TM) 8.0 

READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE EMBODIED 
IN THE PC BENCH (TM) 8.0 DISKETTE (OR, IF DOWNLOADED, IN THE 
DOWNLOADED FILE(S)).  Embodied in the PC Bench 8.0 diskette 
("diskette") (or, if downloaded, in the downloaded file(s)) is 
the PC Bench 8.0 computer program and related documentation (the 
"Software").  Ziff-Davis Publishing Company, L.P., having a place 
of business at One Park Avenue, New York, New York 10016 ("Ziff") 
is the licensor under this Agreement and you are the licensee.  
By using the Software, in whole or in part, you agree to be bound 
by the terms of this Agreement.  If you do not agree to the terms 
of this Agreement, promptly return the Software (or, if 
downloaded, delete the Software) to the Ziff-Davis Benchmark 
Operation at One Copley Parkway, Suite 510, Morrisville, North 
Carolina 27560.  Title to the Software and all copyrights, trade 
secrets and other proprietary rights therein are owned by Ziff.  
All rights therein, except those expressly granted to you in this 
Agreement, are reserved by Ziff.  

1.	Limited License

This Agreement grants you only limited rights to use the 
Software. Ziff grants you a non-exclusive, non-transferable 
license to use the Software on a single dedicated computer or on 
a file server networked with multiple PC computers for the sole 
purpose of conducting benchmark tests to measure the performance 
of computer hardware and operating system configurations.  You 
have the right to make a single copy of the Software for archival 
purposes and the right to transfer a copy of the Software across 
a network only to the PC computers attached to the network.  Ziff 
hereby grants you the right to publish benchmark test results 
obtained by you from your use of the Software provided that with 
the publication of each such result you:  

A.	Identify Ziff-Davis, the name and version number of the 
benchmark Software used (i.e., Ziff-Davis' PC Bench (TM) Ver.
8.0);

B.	Identify the exact name, processor speed and type, amount of 
RAM, amount of secondary RAM cache, if any, hard disk size, type 
of hard disk controller, and size of hardware hard disk cache, if 
any, of the PC used for the test (e.g., WXY Corp. Model 466 with 
66-MHz Intel (R) 486DX2-66 CPU, 8MB of RAM, 64KB RAM cache, 200MB
hard disk, IDE controller, and no hardware disk cache);

C.	Identify the exact video adapter name and refresh rate that 
produced the result (e.g., XYZ Corp. XYZ Video adapter with a 
refresh rate of 72 Hz); 

D. 	Identify the operating system version (e.g., MS-DOS (R) 5.0), 
size and type of software disk cache, if any (e.g., SMARTDRV 2MB 
cache), video resolution and color depth (e.g., 800 by 600 pixels 
with 256 colors), and any other special conditions used to 
achieve the result (e.g., disk compression utility ABC version 
1.0 enabled); 

E.	State that all products used in the test were shipping 
versions available to the general public;

F.	State that the test was performed without independent 
verification by Ziff; and 

G.	Follow proper trademark usage and acknowledge Ziff's 
trademark rights (e.g., "[ ] achieved a score of X DOSMark (TM) 
units on the PC Bench (TM) 8.0 test. PC Bench and DOSMark are 
trademarks of Ziff-Davis Publishing Company, L.P."). 

This Agreement and your rights hereunder shall automatically 
terminate if you fail to comply with any provision of this 
Agreement.  Upon such termination, you agree to cease all use of 
the Software, to delete the Software, and to destroy all copies 
of the diskette and other materials contained in this package in 
your possession or under your control, or, if downloaded, to 
destroy any and all copies of the Software in your possession or 
under your control.

2.	Additional Restrictions

A.	You shall not (and shall not permit other persons or 
entities to) rent, lease, sell, sublicense, assign, or otherwise 
transfer the Software or this Agreement.  Any attempt to do so 
shall be void and of no effect.

B.   You shall not (and shall not permit other persons or 
entities to) reverse engineer, decompile, disassemble, merge, 
modify, include in other software or translate the Software, or 
use the Software for any commercial purposes, except for the 
publication of test results, as provided above.

C.	You shall not (and shall not permit other persons or 
entities to) remove or obscure Ziff's copyright, trademark or 
other proprietary notices or legends from any of the materials 
contained in this package or downloaded.

3.	Limited Warranty and Limited Liability

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, 
EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY 
WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 
THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE 
IS ASSUMED BY YOU, AND ZIFF ASSUMES NO RESPONSIBILITY FOR THE 
ACCURACY OR APPLICATION OF OR ERRORS OR OMISSIONS IN THE 
SOFTWARE. IN NO EVENT SHALL ZIFF BE LIABLE FOR ANY DIRECT, 
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING 
OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ZIFF HAS 
BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.  ZIFF 
SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGES OR COSTS, ARISING OUT 
OF, BUT NOT LIMITED TO, LOST PROFITS OR REVENUE, LOSS OF USE OF 
THE SOFTWARE, LOSS OF DATA OR EQUIPMENT, THE COSTS OF RECOVERING 
SOFTWARE, DATA OR EQUIPMENT, THE COST OF SUBSTITUTE SOFTWARE OR 
DATA, CLAIMS BY THIRD PARTIES, OR OTHER SIMILAR COSTS.

THE ONLY WARRANTY MADE BY ZIFF IS THAT THE ORIGINAL PHYSICAL 
MEDIA IN WHICH THE SOFTWARE IS EMBODIED AND WHICH IS DISTRIBUTED 
BY ZIFF SHALL BE FREE OF DEFECTS IN MATERIALS AND WORKMANSHIP.  
ZIFF'S ENTIRE LIABILITY AND THE USER'S EXCLUSIVE REMEDY SHALL BE 
LIMITED TO THE REPLACEMENT OF THE ORIGINAL PHYSICAL MEDIA IF 
DEFECTIVE. THE WARRANTIES AND REMEDIES SET FORTH HEREIN ARE 
EXCLUSIVE AND IN LIEU OF ALL OTHERS, ORAL OR WRITTEN, EXPRESS OR 
IMPLIED.  NO ZIFF AGENT OR EMPLOYEE, OR THIRD PARTY, IS 
AUTHORIZED TO MAKE ANY MODIFICATION OR ADDITION TO THIS WARRANTY.

SOME STATES DO NOT ALLOW EXCLUSION OR LIMITATION OF IMPLIED 
WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR 
CONSEQUENTIAL DAMAGES; SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY 
NOT APPLY TO YOU.

4.	U.S. Government Restricted Rights

The Software is licensed subject to RESTRICTED RIGHTS.  Use, 
duplication or disclosure by the Government or any person or 
entity acting on its behalf is subject to restrictions as set 
forth in subdivision (c)(1)(ii) of the Rights in Technical Data 
and Computer Software Clause at DFARS (48 CFR 252.227-7013) for 
DoD contracts, in paragraphs (c)(1) and (2) of the Commercial 
Computer Software-Restricted Rights clause in the FAR (48 CFR 
52.227-19) for civilian agencies, on in other comparable agency 
clauses. The contractor/manufacturer is the Ziff-Davis Benchmark 
Operation, One Copley Parkway, Suite 510, Morrisville, North 
Carolina 27560. 

5.	General Provisions

Nothing in this Agreement constitutes a waiver of Ziff's rights 
under U.S copyright laws or any other Federal, state, local or 
foreign law.  You are responsible for installation, management, 
and operation of the Software.  This Agreement shall be 
construed, interpreted and governed under New York law.  If any 
provision of this Agreement shall be held by a court of competent 
jurisdiction to be illegal, invalid or unenforceable, the 
remaining provisions shall remain in full force and effect.  

