onOne Software SOFTWARE LICENSE AGREEMENT IMPORTANT - READ CAREFULLY.

This Software License Agreement (Agreement) is a le gal agreement between you (either as an individual or a single entity) and onOne Software, for onOne Software's software products, which includes computer softw are, associated media, printed materials, online or electronic documentation (co llectively "Software"). By installing, copying or using the Software you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement and would like to obtain a refund of the amounts paid for the Software, you must immediately contact the company w ho sold you the Software license, and comply with its standard return policies a nd procedures for such Software. Please note that most companies require proof of purchase and the return of the Software within thirty (30) days from the date of purchase, however, return policies and procedures may vary between companies and onOne Software shall not, in any event, be responsible for any return poli cies and procedures, except for onOne Software's own return policies and procedu res for Software obtained directly from onOne Software. 1. Definitions. For the purposes of this Agreement, the following capitali zed words and phrases shall be ascribed the following meanings: 1.1 "Authorized Server" means a computer file server in your internal networ k designated to run the Software for use by Authorized Users or Authorized Concu rrent Users. 1.2 "Authorized Users" means you, or your employee or an individual independ ent contractor authorized by you to use the Software pursuant to the terms of th is Agreement. An Authorized User means an individual person, and is not a corpo ration, company, partnership or association or other entity or organization. 1.3 "Authorized Concurrent Users" means you and/or your employees or indepen dent contractors that you authorize to have concurrent access to and use of the Software pursuant to the terms of this Agreement. 1.4 "Desktop Client" means both that portion of the Software that is designa ted in its documentation for use on a workstation that may be connected to an Au thorized Server when the Software is being used, or the standalone use of the So ftware on an individual computer. 1.5 "Serial Number" means the character scheme provided by onOne Software an d identified as the Serial Number for the Software. The Serial Number is either provided to you via email or contained in your Software package. Software lice nsed electronically by you will automatically have its Serial Number registered with onOne Software; otherwise, you will need to register your Serial Number for the Software with onOne Software. 2. Software License. 2.1 Subject to the provisions of this Agreement, onOne Software grants to yo u a non-exclusive, non-transferable license to: (i) install the Software on the Authorized Server(s), (ii) reproduce, distribute and install that number of copi es of the Desktop Client on the workstations or individual computers of the Auth orized Users or Authorized Concurrent Users, as applicable; (iii) allow up to th e permitted number of Authorized Users or Authorized Concurrent Users, as applic able, to use the Software (excluding the Desktop Client which shall be subject t o 2.1(ii) above); (iv) allow up to the permitted number of Authorized Users or A uthorized Concurrent Users, as applicable, to copy and use the Software's accomp anying documentation in conjunction with their use of the Software; and (v) repr oduce and use onOne Software's Trademarks in all copies of the Software and its documentation made in accordance with this Agreement. 2.2 All Software, which includes any subsequent updates, upgrades, bug fixes , patches and any part thereof, is provided to you under a nonexclusive and nont ransferable license (except for Software transfers expressly authorized herein). All right, title to and ownership of all applicable intellectual property righ

ts in the Software, including but not limited to patents, copyrights and trade s ecrets remain with onOne Software and its licensors. The above rights extend to any accompanying printed materials and online or electronic documentation and a ny authorized copies of the above materials. Software is unpublished software, trade secret and confidential or proprietary information of onOne Software or it s licensors and is developed at private expense. The Software is provided with "Restricted Rights" and any use, duplication or disclosure by the US Government is subject to the restrictions and limitations set forth in FAR 52.227-19 and DF AR 252.227-7013 et seq. or its successor. 2.3 You cannot reverse engineer, decompile or disassemble the Software, in w hole or in part, except and only to the extent that such activity is expressly p ermitted by applicable law. 2.4 You may transfer the Software and accompanying materials only on a perma nent basis, provided you do not retain any copies of the Software, in whole or i n part, and the transferee expressly agrees to comply with this Agreement. You may not otherwise use, copy, modify, lend, lease, rent or transfer the Software or any copies thereof, in whole or in part, except as expressly provided in this Agreement. All rights not expressly granted hereunder are reserved by onOne So ftware. 2.5 You shall ensure that your Authorized Users and Authorized Concurrent Us ers, if any, comply with the terms of this Agreement applicable to their use of the Software. 2.6 You cannot disclose to any third party nor allow any third party to have access to or use of your assigned Serial Number. 2.7 You may reproduce the Software only as reasonably necessary for your own bona fide non-production testing, backup or archival purposes. 2.8 You may not remove, obscure or alter any notice of copyright, patent, tr ade secret, trademark or other proprietary right or disclaimer appearing in or o n any Software or accompanying materials. 3. Right to Restrict Use. onOne Software reserves the right, with or witho ut notice, to restrict your use or access to the Software, in whole or in part, if onOne Software reasonably determines that there is an unauthorized use of you r assigned Serial Number, or use or access to the Software by persons or entitie s who are not Authorized Users or Authorized Concurrent Users. Such restriction by onOne Software shall not be a breach of this Agreement by onOne Software, an d shall be in addition to any other rights and remedies onOne Software has under law and equity. 4. Patent and Copyright Indemnification. onOne Software shall defend, at i ts expense, any claim, proceeding (or suit) brought against you alleging that th e Software licensed to you hereunder infringes a United States patent or copyrig ht. onOne Software shall pay all costs and damages finally awarded, provided on One Software is given prompt written notice of such claim and is given informati on, reasonable assistance and sole authority to defend or settle the claim. You may, at your option, conduct your own defense at your sole expense. In the def ense or settlement of the claim, onOne Software may, at its option and expense, obtain the right for you to continue using the Software, or replace or modify th e Software so that it becomes noninfringing. In the event such remedies are not reasonably available, onOne Software will grant you a refund for the Software a s depreciated and accept its return. onOne Software shall not have any liabilit y if the alleged infringement is based upon use of other than the latest version of the Software; use of the Software in combination with other products or devi ces not provided by onOne Software; any modifications made by you; or use of, or access to the Software by any person or entity other than an Authorized User or Authorized Concurrent User. The above states your sole and exclusive remedy fo r any infringement of the Software. 5. WARRANTY AND DISCLAIMER OF WARRANTY. ONONE SOFTWARE WARRANTS THE MEDIA ON WHICH THE SOFTWARE IS PROVIDED TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMA

NSHIP UNDER NORMAL USE FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF YOUR PU RCHASE. ONONE SOFTWARE'S ENTIRE LIABILITY AND YOUR EXLUSIVE REMEDY FOR BREACH OF THIS WARRANTY SHALL BE REPAIR OR REPLACEMENT OF SUCH MEDIA. YOU ACKNOWLEDGE TH AT THE SOFTWARE MAY NOT SATISFY ALL YOUR REQUIREMENTS OR BE FREE FROM DEFECTS, A ND FURTHER ACKNOWLEDGE AND AGREE THAT THE SOFTWARE AND ACCOMPANYING WRITTEN MATE RIALS ARE PROVIDED "AS IS". EXCEPT AS EXPRESSLY SET FORTH ABOVE WITH RESPECT TO THE MEDIA WARRANTY, ONONE SOFTWARE DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRE SS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABIL ITY OR FITNESS FOR A PARTICULAR PURPOSE, OR FOR ANY IMPLIED WARRANTY ARISING FRO M COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OR TRADE, OR NONINFRINGEMENT. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WH ICH VARY FROM STATE TO STATE. 6. AUDIT. onOne Software shall have the right to inspect and audit your re cords pertaining to the Software to ensure ongoing compliance with this Agreemen t. onOne Software or onOne Software's independent certified public accountant s hall conduct such inspection and audit at onOne Software's expense. Any inspect ion and audit will be conducted during regular business hours with reasonable no tice and will not unreasonably interfere with your normal business activities. Inspections and audits will not occur more frequently than once a year, however, if past inspections and audits reveal major discrepancies, onOne Software shall have the right at any time to an inspection and audit upon written request. If any inspection and audit reveals any underreported, unpaid or unauthorized use of the Software, then you shall promptly pay to onOne Software the then current fee representing the underreported, unpaid or unauthorized use of the Software. In addition, you will be responsible for the costs and expenses of the inspecti on and audit if such inspection and audit reveals that the then current fee repr esenting the underreported, unpaid or unauthorized use of the Software is equal to or greater than 5% of the amounts actually paid by you for such Software. 7. LIMITATION OF LIABILITY. IN NO EVENT SHALL ONONE SOFTWARE BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, USE, PROFIT OR REVENUE, OR FOR ANY IND IRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, E VEN IF ONONE SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ONONE SOFTWARE'S LIABILITY FOR ANY OTHER DAMAGES SHALL IN NO EVENT EXCEED THE AMOUNT PAID FOR THE SOFTWARE THAT CAUSED SUCH DAMAGES. THIS LIMITATION OF ONONE SOFTWA RE'S LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT INCLUDING NEGLIGENCE OR ANY OTHER BASIS. BECAUSE SOME STATES DO NOT ALLOW THE ABOVE EXCLUSIONS OR LIMITATIONS OF LIABILITY, THE ABOVE LIMITATIONS MA Y NOT APPLY TO YOU. 8. Termination. onOne Software may immediately terminate this Agreement if you are in default of any provision of this Agreement. In the event of such te rmination, you must either return or destroy the Software and all copies thereof , in whole or in part, and provide onOne Software with written certification of such return or destruction. 9. Export. You may not export or re-export the Software or any direct prod uct thereof without the appropriate United States or foreign government export l icenses and approvals. 10. Governing Law. This Agreement shall be governed by the laws of the Stat e of Oregon, excluding that body of law known as conflicts of laws, and the Unit ed Nations Convention on Contracts for the International Sale of Goods. 11. Entire Agreement. This Agreement constitutes the entire agreement betwe en the parties and supersedes all prior or contemporaneous written, electronic o r oral communications, representations, agreements or understandings between the parties with respect to the subject matter hereto.