1. GRANT

A. SuccessWare grants to Licensee a nonexclusive, nontransferable license to use the software, delivered in machine-readable object code format, HASP Hardware Key, and associated instructions and guides which are listed in the Product Sheet (collectively referred to as "Products") for the term ("Term") specified on the Product Sheet. Except as otherwise indicated below, this License permits the use of these Products solely for Licensee's internal information systems (and not for use by affiliates or independent contractors), and only by employees in the ordinary course of that internal business.

B. Licensee hereby agrees that it may not copy the Products in any way and Licensee may run the Products on only one computer processing unit (CPU) at a time. Licensee may not load or copy the Products so as to enable Licensee or its employees to use more than one copy at the same time. It is agreed that every physical copy and every copy residing in any electronic file or format shall constitute a "copy." Licensee may retain a backup copy of the software portion of the Products. COPYING FOR ANY OTHER PURPOSE IS PROHIBITED.

C. Licensee may not operate the Products without authorized use of the HASP Hardware Key described in Section 1E.

D. Licensee hereby agrees: (i) not to permit personnel other than employees of the Licensee to use the Products; (ii) that Licensee may not modify, translate, adapt, create derivative works, de-compile or reverse engineer the Products in any way nor merge it into any other program for any purpose; (iii) not to transfer, assign, rent, sell or otherwise dispose of any copy of the Products or any permissibly modified, translated, adapted or derived portion, output or result of the Products; (iv) not to permit access to or use of the Products by means of a local area network, wide area network, Internet or intranet, service bureau, timesharing, or other similar arrangement.

E. Licensee, upon receiving, loading and executing the install program of the Products will use a HASP Hardware Key provided by SuccessWare, which limits usage of the Products within the terms contained in this Agreement. In the event that Licensee attempts to or succeeds in circumventing, disabling or otherwise avoiding the HASP Hardware Key, then the licenses contained herein shall immediately terminate. Licensee's computer on which the Products and HASP Hardware Key are installed must have Internet access to allow for SuccessWare to facilitate the renewal term. In the event that Internet access is not functional, the license term will expire and a suspension of the account will occur unless arrangements are specifically made with SuccessWare for an update to occur by phone or email. In such an event, an additional charge shall apply at SuccessWare's discretion.

2. PAYMENT TERMS

A. Licensee agrees to pay all amounts and fees shown upon confirming the order and to pay all such fees on the schedule set forth in the Product Sheet. The Products shall be delivered F.O.B. Licensee's delivery point, and Licensee shall assume all risk of loss thereafter. If Licensee desires a different mode of shipment, it shall advise SuccessWare thereof and Licensee shall pay SuccessWare all costs associated therewith. Licensee must (i) provide SuccessWare with accurate and complete billing information including legal name, address, telephone number, e-mail address, and credit card/billing information (credit card number, expiration date, security code, billing name and address, etc.), and (ii) report to SuccessWare all changes to this information within ten (10) days of the change. Charges are billed to Licensee's credit cards or debit cards, as applicable, in advance of each successive renewal term. SuccessWare is not responsible for any charges or expenses (overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by SuccessWare. Delinquent accounts may be suspended or canceled at SuccessWare's sole discretion; however, charges will continue to accrue until the account is canceled. SuccessWare may bill an additional charge to reinstate a suspended account and reserves the right to set this charge in its discretion, including without limitation, to set this charge equal to the amounts allocated to all charges that would have been due during the time of the suspension of the account. The charges applicable for any renewal term are in the sole discretion of SuccessWare. In the event Licensee arranges with SuccessWare for a payment by another method acceptable to SuccessWare, an additional charge shall apply at SuccessWare's discretion.

B. The amounts stated on the order are exclusive of any sales, use, value added tax, excise or other tax or customs duties. Licensee agrees to indemnify, defend and hold SuccessWare harmless against all suits and claims in the event that SuccessWare is notified by governmental authority that the amount collected hereunder is insufficient under the law.

3. TERMINATION OF LICENSE

This license entitles Licensee to use the Products as authorized herein. This License is terminated upon: (i) After twenty-one (21) days written notice, Licensee fails to correct any breach or default including without limitation any breach of the payment provisions herein by Licensee or use of the Products beyond the scope of the original grant herein. In the event of a default on payment and a failure to cure, all amounts due for the entire term of this License shall be due and payable immediately despite required removal of Products licensed hereunder; (ii) Licensee does any act which threatens to cause an infringement of any SuccessWare (or SuccessWare licensor) intellectual property or other property right including, without limitation any copyright, license right, or trade secret right; (iii) Licensee does any act which circumvents or attempts to circumvent the HASP Hardware Key or (iv) Licensee shall cease conducting business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a Liquidator, Receiver, or Trustee for its business or any of its assets, or shall avail itself or become subject to any insolvency or protection from creditors, including bankruptcy.

4. TITLE

Title and full ownership rights to the Products furnished under this Agreement remain with SuccessWare (or its Licensor). The Product is agreed to be SuccessWare (or its Licensor) proprietary information, intellectual property, and trade secrets. Upon termination, any Product delivered pursuant to this Agreement or any property of SuccessWare, real, personal or intellectual, shall be forthwith returned or conveyed to SuccessWare.

5. SOFTWARE MAINTENANCE AND SUPPORT SERVICES

A. SuccessWare will offer Software Maintenance and Support Services to Licensee, with respect to each licensed Product, at fees and on terms consistent with SuccessWare's then current policy for such services. These services are provided by email only unless the applicable charges for phone support are paid by Licensee in accordance with the Product Sheet.

B. SuccessWare may, from time to time, enhance the functionality of the Products and if they do so, will issue copies of updated releases of the Products upon payment by Licensee of the then current list prices, and where appropriate the Documentation on terms consistent with SuccessWare's then current policy for such service. The provision of new releases, modifications or enhancements of Product issued by SuccessWare shall be subject to the conditions, limitations and restrictions of this Product License Agreement. These updates are delivered as an Internet download or, for a fee, upon notification to SuccessWare, on CD-ROM media.

C. The provision of maintenance and support services may be terminated by SuccessWare on expiry of written notice, given by SuccessWare to the Licensee.

D. Licensee will provide reasonable access to Licensee's installation, user equipment and user data, if requested by SuccessWare personnel. Failure to provide such access may prohibit effective action by SuccessWare and render SuccessWare unable to proceed and in such circumstances SuccessWare shall be under no liability for failure to perform its obligations hereunder.

6. LIMITATION OF WARRANTY AND LIABILITY

A. Product Warranty: SuccessWare warrants the Products (i) will materially perform the functions described in the Documentation (User Guide) accompanying such release of the Products, and (ii) that there are no known viruses in any software products. This warranty is effective only if the Product is properly used in conjunction with the equipment for which it is intended and in accordance with the instructions and specifications set forth therein. In the event that the Product fails to so perform as described above because of a material defect in a Product during the ninety (90) day period from date of delivery, as the sole remedy for Licensee, SuccessWare shall use reasonable efforts within a reasonable time to repair or replace the Product, or at its option, refund the purchase price. Licensee, however, shall be solely responsible for any of the outputs, business information or results from its operation of the Products.

SUCCESSWARE MAKES NO OTHER WARRANTY FOR THE SOFTWARE OR PRODUCTS, AND THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF ANY OTHER WARRANTY OBLIGATION ON THE PART OF SUCCESSWARE.

SuccessWare's warranty obligation shall not be enlarged, diminished or affected by, and no warranty obligation or liability shall arise from SuccessWare's performance of services in connection with the Software. Licensee shall be solely responsible for any results from its operation of the Products.

B. Services Warranty: SuccessWare warrants that any services shall be performed by competent personnel and shall be of professional quality consistent with generally accepted industry standards for the performance of such services. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

C. Limitation of Liability: SuccessWare's maximum liability and obligation to Licensee and Licensee's sole exclusive remedy for any cause whatsoever, regardless of the form of action, whether in contract or in tort including negligence, relating to this Agreement shall be limited to the repair or replacement of any defective installation media, replacement with identical or like Product, or refund of purchase price with return of the Products by Licensee, all of which at SuccessWare's option.

IN NO EVENT WILL SUCCESSWARE BE LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, LOST OR DESTROYED DATA, OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE SUCH PROGRAM OR FOR ANY OTHER CLAIMS BY LICENSEE OR BY ANY OTHER PARTY EVEN IF SUCCESSWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ANY OF THE FOREGOING CASES.

THE REMEDIES SET FORTH ABOVE CONSTITUTE LICENSEE'S ONLY REMEDIES. THEY ARE IN LIEU OF ALL OTHER REMEDIES, WRITTEN OR ORAL, STATUTORY, EXPRESSED OR IMPLIED.

D. SuccessWare shall not be liable for any breaches of warranty or indemnification in the event that any defect results from or arises as a result of use with any Licensee software, hardware, Product or related system environment or if such has been changed, modified or used for purposes not intended as such acts shall void the warranties. Licensee agrees to make archival and back up copies of all data to ensure no loss of data.

E. Should any Product in SuccessWare's opinion be likely to become the subject to a claim of infringement against SuccessWare or Licensee, then SuccessWare may, at its option (a) procure for Licensee the right to use the Product free of any liability for infringement; (b) replace the Product with non-infringing substitute Product substantively the same or similar; (c) indemnify and hold Licensee harmless against such claim; or (d) refund the license fee previously paid for the infringing Product, less a charge for the value of the Licensee's prior use of the work based upon a five (5) year depreciation schedule, and accept return of the infringing Product. THE FOREGOING OBLIGATIONS BY SUCCESSWARE CONSTITUTE SUCCESSWARE'S SOLE LIABILITY AND LICENSEE'S SOLE REMEDY FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS AS DESCRIBED THEREIN.

7. COMPLIANCE WITH EXPORT LAWS

Licensee agrees and warrants that it, and any entities who obtain Products, if otherwise permitted herein, will comply with all U.S. export laws relating to the licensing and delivery of the Licensed Products outside the US including without limitation, all requirements of the Export Administration Act (50 U.S.C. App. §§ 2401 et seq.).

8. APPLICABLE LAW/INTERPRETATION

A. This Agreement shall be the entire Agreement between the parties in relation to the subject matter hereof to the exclusion of all antecedent or present representations, undertakings, agreements or warranties, expressed or implied.

B. This Agreement and/or Licensee's rights in and to the Product, licensed under this Agreement, may not be assigned, sub-licensed, pledged, or otherwise transferred either by operation of law or otherwise without SuccessWare's prior written consent, without which any transfer or disposition shall be null and void.

C. A failure or omission by either party to enforce any remedy for any breach of any term or condition in this Agreement shall not be construed as a waiver of such term or condition.

D. It is expressly agreed that provisions 1D, 4, 6, and 7 survive any termination of this Agreement.

E. This Agreement and all the rights, powers and liabilities of the parties shall be construed under the laws of the Commonwealth of Virginia. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief, any claim or controversy (no matter the Product) arising out of or related to this Agreement, shall be settled by binding arbitration administered by the American Arbitration Association, in accordance with the Commercial Rules of the American Arbitration Association, as supplemented by discovery rules of the state court where the matter is to be heard, with the matter to be heard in the Washington, D.C. metropolitan area. The parties agree that judgment upon the award rendered in such arbitration may be entered in any court of competent jurisdiction.