THIS AGREEMENT entered into by and between you, the customer ("Licensee") and Elevate Software, Inc. ("Licensor"), doing business at 168 Christiana Street, North Tonawanda, New York, determines the rights and licenses granted to Licensee in the Licensed Software (hereinafter defined) supplied by the Licensor hereunder.

1. Definitions.

(a) "Elevate Web Site" means the Web Site located at the URL http://www.elevatesoft.com.

(b) "Elevate Information Entry Page" means the Web page that shall be displayed to Licensee after Licensee accepts this Agreement. The Elevate Information Entry Page shall require Licensee to enter Licensee's User ID and password previously provided to Licensee by Licensor via e-mail.

(c) "Licensed Software" or "Software" shall mean the software known as DBISAM, in object and/or source code form, all updates and revisions thereto supplied by Licensor during the term hereof and all permitted copies of the foregoing.

(d) "Acceptance" means that the Licensee has accepted the terms of this Agreement and has manifested said acceptance by clicking on the "I Accept" button at the bottom of this Agreement.

(e) "Use" shall mean the reading into and out of memory of the Licensed Software and the execution of such Software.

(f) "Modification" means deleting code from, adding code to, or altering the code in the Licensed Software.

(g) "Modify" means to create or engage in creating a Modification.

(h) "Copy" means the medium on which information is fixed on a temporary or permanent basis and from which the information can be perceived, reproduced, used, or communicated, either directly or with the aid of a device.

(i) "Nonexclusive license" means a license that does not preclude the licensor from transferring the same information, informational rights, contractual rights or permissions within the same scope to other licensees.

2. Licensor's Duties.

(a) Privacy of Licensee's Information. Licensor shall not disclose to third parties any personal information which Licensee forwards to Licensor at any time. The information which Licensee forwards to Licensor shall be used solely by Licensor for the purposes of billing and for notifying Licensee of any future information pertaining to the Licensed Software, such as upgrade information.

(b) Provision of Licensed Software. Licensor shall allow Licensee to download the software after Licensee (1) has indicated Acceptance of this Agreement, and (2) has properly filled out all information on the Elevate Information Entry Page.

3. Protection of licensed software. Licensee acknowledges and agrees that the Licensed Software constitutes a valuable trade secret of Licensor. Licensee further acknowledges and agrees that if the Licensed Software contains the source code, then it is provided strictly for informational purposes and investment protection in lieu of depositing the source code with an escrow agent, and shall remain the exclusive property of Licensor. Licensee may not disclose or make available to third parties the Licensed Product or any portion thereof without Licensor's prior written approval, except as provided for in Paragraph 7 contained herein.

4. License. Subject to the payment of the license fees and charges to Licensor, Licensor hereby grants to Licensee, and Licensee hereby accepts, a personal, nonexclusive and nontransferable license to Use the Licensed Software. This License is non-transferrable subject to the terms of this Agreement.

5. License fees. The license fees for the license herein granted to Licensee shall be contained in the purchase price of the Licensed Software.

6. Term of license agreement and licenses. Unless otherwise terminated or canceled as provided herein, the term hereof and of the licenses granted herein shall commence on the date of acceptance of this Agreement and shall continue until Licensee discontinues the licensed Use of the Licensed Software.

7. Reproduction and modification of licensed software.

(a) Licensee may reproduce the Licensed Software for backup, archival and reinstallation purposes. All copies of the Licensed Software, in whole or in part, shall contain all of Licensor's restrictive and proprietary notices as they appear on the copies of Licensed Software provided by Licensor.

(b) Licensee may compile and/or link the Licensed Software into another product without royalties to Licensor ("New Product"). However, under no circumstances may Licensee incorporate the Licensed Software, in whole or in part, into a product which Licensor determines is designed to compete with the Licensed Software, which will include, but not be limited to, a database engine. The use of the Licensed Software in a competing product, may at Licensor's discretion, result in the payment of royalties to Licensor or the termination, cancellation or expiration of the License.

(c) Upon any termination, cancellation or expiration hereof of any license granted hereunder, Licensee shall remove the Licensed Software and all portions thereof from the New Product, and Licensee shall have no right thereafter to Use the Licensed Software or any portion thereof.

(d) If the source code is included in the Licensed Software, then under no circumstances may Licensee transfer the source code to any other party in any manner.

8. Services. Licensee shall have the sole and exclusive responsibility for the selection, installation and Use of the Licensed Software. Licensor shall provide Licensee with free technical support exclusively by means of e-mail or newsgroup to try to correct any error, malfunction or defect that may appear in the Licensed Software, provided that Licensee shall give Licensor written notice thereof during such period and Licensor is able to duplicate such problem. However, Licensee's modification of the source code for the Licensed Software, if such source code is included, may prevent proper technical support by the Licensor as provided for herein, and furthermore, Licensor is not required to provide technical support if the source code is modified.

9. Warranty.

(a) Licensor shall refund the purchase price should the Licensee for any reason return the Licensed Software with dated proof of payment to the Licensor within thirty (30) days of the download date.

(b) EXCEPT AS SPECIFICALLY PROVIDED FOR ABOVE, THE LICENSED SOFTWARE IS PROVIDED ON AN "AS-IS" BASIS, AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, LICENSEE'S PURPOSE OR SYSTEM INTEGRATION. LICENSEE SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE, EFFICIENCY AND SUITABILITY OF THE LICENSED SOFTWARE AND LICENSOR SHALL HAVE NO LIABILITY THEREFOR.

10. Negation of proprietary rights indemnity. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR QUIET ENJOYMENT OF THE LICENSED SOFTWARE OR AGAINST INFRINGEMENT, AND LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE FOR THE INFRINGEMENT OF PROPRIETARY RIGHTS BY THE LICENSED SOFTWARE OR ANY PORTION THEREOF.

11. Termination/cancellation.

(a) Licensor may terminate/cancel this License Agreement and any license granted to Licensee hereunder if Licensee is in default of any provision hereof and such default has not been cured within ten days after Licensor gives Licensee written notice thereof.

(b) In the event of any termination/cancellation hereof or of any license granted to Licensee hereunder, Licensor may:

(1) Require that Licensee cease any further Use of the Licensed Software or any portion thereof and immediately destroy the Licensed Software and all copies thereof, in whole or in part; and

(2) Cease performance of all of Licensor's obligations hereunder without liability to Licensee.

(c) Licensor's foregoing rights and remedies shall be cumulative and in addition to all other rights and remedies available to Licensor in law and in equity.

12. Limitation of liability.

(a) IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. LICENSOR'S LIABILITY TO LICENSEE HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE LICENSE FEES PAID TO LICENSOR HEREUNDER BY LICENSEE.

(b) IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE SOFTWARE PRODUCTS, INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, OR DELAY OF THE LICENSOR IN THE DELIVERY OF THE LICENSED PRODUCT OR IN THE PERFORMANCE OF SERVICES UNDER THIS LICENSE AGREEMENT OR RELATED AGREEMENTS.

13. General.

(a) This Agreement is the sole agreement between the parties relating to the subject matter hereof and supersedes all prior understandings, writings, proposals, representations or communications, oral or written, of either party. This Agreement may be amended only by a writing executed by the authorized representatives of both parties.

(b) This Agreement and the licenses granted hereunder may not be transferred or assigned by Licensee without the prior written consent of Licensor.

(c) This Agreement shall be interpreted in accordance with the substantive laws of the State of New York, United States of America.

14. Knowing Consent and Authority to Consent. The parties knowingly and expressly consent to the foregoing terms and conditions. Each party is authorized to enter into this Agreement on behalf of its respective party.