CUSTOMER LICENSE AGREEMENT January 16, 1997 The following is the CUSTOMER LICENSE AGREEMENT of DESCRIPTIVE COMPUTER SYSTEMS, INC. (DCS): Important: Descriptive Computer Systems, Inc. ("DCS") licenses the enclosed Program to you only upon the condition that you accept all of the terms contained in this Customer License Agreement (the "Agreement"). Please read these terms carefully, because opening this package indicates your acceptance of them. If you do not agree with these terms, then DCS is unwilling to license the Program to you. In this event, you should return this UNOPENED, UNUSED package to the dealer from which it was acquired within ten (10) days after purchase for a full refund. THIS IS A LICENSE. IT GIVES YOU CERTAIN LIMITED RIGHTS TO USE THE PROGRAM, PROGRAM COPIES AND DOCUMENTATION. DCS AND ITS SUPPLIERS RETAIN OWNERSHIP AND TITLE TO ALL OF THE PROGRAM, PROGRAM COPIES AND DOCUMENTATION AND ALL COPYRIGHTS AND OTHER PROPRIETARY RIGHTS THEREIN. ALL RIGHTS NOT SPECIFICALLY GRANTED TO YOU IN THIS AGREEMENT ARE EXPRESSLY RESERVED BY DCS OR ITS SUPPLIERS. 1. Definitions. As used in this Agreement, the following terms have the meanings indicated: (a) "Program" means the computer software program recorded on the diskette(s) contained in this package, together with any updates, enhancements and modifications to such software program subsequently supplied to you directly or indirectly by DCS; (b) "Program Copies" means all copies of all or any portion of the Program, whether supplied by DCS or made by you; (c) "Documentation" means all of the printed material contained in this package or subsequently supplied to you directly or indirectly by DCS for use with the Program. 2. Grant of License. DCS hereby grants to you a limited, non- exclusive license to use the Program and Documentation on the terms and conditions set forth in this Agreement. The Program and Documentation and all copyrights and other proprietary rights therein are owned by DCS or its suppliers, are protected by United States copyright laws and international treaty provisions, and may not be used, reproduced, modified, distributed or transferred except as expressly provided in this Agreement. YOU MAY: Load the Program into RAM and use it on a single computer. If you have obtained the Network version of the Program, you may use int on a LAN or other multi-user systems, provided that the number of workstations using the Program at any one time may not exceed the number of workstations for which you have licenses from DCS; (b) install copies of the program onto hard disk drives or similar storage devices only as necessary for use of the Program by the workstations referred to above; (c) make and maintain one (1) backup copy of the Program on diskettes (in addition to the original diskettes),provided this copy is used only for backup purposes and you keep possession of the backup copy at all times. YOU MAY NOT: Make copies of the Program, except as specifically authorized above; (b) Make copies of the Documentation; (c) Rent, lease, lend, sublicense, time-share or otherwise permit any other party to use the Program, Program Copies or Documentation or to exercise your rights under this Agreement; (d) Alter, modify, translate, decompile, disassemble or reverse-engineer the Program, or make any attempt to undo or bypass the encryption of the Program code, or create any derivative work based upon the Program; (e) Remove or obscure any copyright or trademark notices. 3. Additional Restrictions. (a) All Program Copies made by you must reproduce and include the copyright and trademark notices embedded in the Program and appearing on the original diskette labels; (b) The Program is to be used exclusively for business purposes. It is not intended any may not be used for personal, family or household purposes; (c) Any upgrade or enhancement of the Program subsequently supplied by DCS may be used only upon the destruction of the prior version of the Program. Unless otherwise specified in writing by DCS, all upgrades and enhancements, if any, supplied to you shall be governed by this Agreement; (d) You may not sell, assign or otherwise transfer the Program to another party without the prior authorization of DCS, and any purported transfer without such authorization will be void. DCS will authorize transfers only if (i) you deliver to the recipient the original Program diskettes and all Documentation, including this Agreement; (ii) you destroy all other Program Copies in your possession; (iii) the recipient agrees, in a written statement delivered to DCS, to accept and abide by all the terms and conditions of this Agreement; and (iv) if the Program is not at the then-current release level, it is upgraded to the latest release concurrently with the transfer; (e) Export of the Program is restricted by U.S. export regulations. Contact DCS for information regarding exportation of the Program. 4. U. S. Government Restricted Rights. The Program, Program Copies and Documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer Software clause of 48 CFR 252.227- 7013, or in subparagraphs (c) (1) and (2) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19, as applicable. Contractor/Manufacturer is Descriptive Computer Systems, Inc., RR 2 Box 685, VSH 639, Palmyra, VA 22963. 5. Limited Warranty. (a) For a period of ninety (90) days from the date the Program is delivered to the original licensee only, DCS warrants that the Program when properly used shall perform substantially in accordance with the Documentation. DCS does not warrant or represent that your use of the Program will be uninterrupted or error-free. If you report to DCS in writing within such ninety (90) day period any non-conformity between the Documentation and the Program, and if DCS is able to replicate and verify that such non-conformity exists, DCS shall make commercially reasonable efforts to correct such non-conformity and, if successful, shall supply you with such correction. The foregoing states your SOLE AND EXCLUSIVE REMEDY for any breach of this warranty; (b) DCS warrants the diskettes on which the Program is recorded to be free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date the Program is delivered to the original licensee only. Your SOLE AND EXCLUSIVE REMEDY under this warranty is limited to replacement of defective diskettes; (c) OTHER THAN THE EXPRESS, LIMITED WARRANTIES STATED ABOVE, NEITHER DCS NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE OF OR INABILITY TO USE THE PROGRAM, DOCUMENTATION OR DISKETTES. Any such implied warranties shall in any event be limited in duration to the ninety (90) day period specified above. 6. Limitation of Liability. Because software is inherently complex and may not be free from errors, you are advised to verify the work produced by the Program. NEITHER DCS NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY DEFECT IN THE PROGRAM, DOCUMENTATION OR DISKETTES, EVEN IF DCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This means DCS is not responsible or liable for damages or costs incurred as a result of loss of time, loss of data, loss of anticipated profits or benefits resulting from use of the Program or loss of use of the Program, nor for damages or costs incurred in connection with obtaining substitute software, claims by others, or similar costs. IN NO EVENT SHALL DCS'S LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE LICENSE FEE ACTUALLY PAID TO DCS FOR YOUR COPY OF THE PROGRAM. 7. Other Limitations. (a) DCS will have no responsibility under these limited warranties for any material or media that has been modified, lost, stolen, or damaged by accident, abuse or misapplication; (b) No employee, agent or representative of DCS , nor any Authorized Reseller or Consultant or any other third party, is authorized to make any representation or warranty with respect to the Program, except those expressly stated in this agreement. 8. Allocation of Risk. You acknowledge and agree that this Agreement allocates risk between you and DCS as authorized by the Uniform Commercial Code and other applicable law, and that the pricing of DCS's products reflects this allocation of risk and the limitations of liability contained in this Agreement. If any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusion of damages set forth in this Agreement shall remain in full force and effect. 9. State Law Rights. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. Some states do not allow the exclusion or limitation of implied warranties or of liability for incidental or consequential damages, so some of the above may not apply to you. 10. Term. The Agreement is effective from the date you open the Program package, and continues in effect until terminated. You may terminate this Agreement at any time. This Agreement and the license granted herein will terminate automatically and without notice if you fail to comply with any term or condition of this Agreement. You agree upon termination to return the original Program diskettes and Documentation to DCS and to destroy all other Program Copies in your possession. 11. General. This Agreement represents the complete and exclusive understanding between you and DCS regarding the Program, Program Copies and Documentation, and supersedes any prior purchase order, confirmation, advertising, representation or other communication. This Agreement may not be modified except by a written agreement signed by an authorized DCS representative. If any provision of this Agreement is found to be void, invalid or unenforceable, it shall be severed from and shall not affect the remainder of this Agreement, which shall remain valid and enforceable. Any such severed provision shall be replaced with a similar provision which conforms with applicable law and embodies as closely as possible the original intent of the parties. This Agreement shall be governed by the internal laws of the State of New Jersey. In the event of any legal action to enforce this Agreement, the prevailing party shall be entitled to recover its attorneys fees and costs, in addition to any other legal and equitable relief granted. 12. Arbitration. Any controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgement on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. CUSTOMER LICENSE AGREEMENT ACCEPTANCE January 16, 1997 The CUSTOMER LICENSE AGREEMENT of Descriptive Computer Systems, Inc. (DCS) dated January 16, 1997 is accepted as part of all of our agreement(s) and or contract(s) by signing and dating below. Any and all specifications, documentation, data, and software provided either directly or indirectly is subject to the CUSTOMER LICENSE AGREEMENT of DESCRIPTIVE COMPUTER SYSTEMS, INC. and "any and/or all programs written and/or modified by Descriptive Computer Systems, Inc." is included in the term, "program" and "diskette" also includes tape and any other form of electronic or digital recording. Any controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgement on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. All rights are reserved. ACCEPTANCE I accept and agree to abide by all of the terms and conditions of the CUSTOMER LICENSE AGREEMENT of Descriptive Computer Systems, Inc. (DCS) dated January 16, 1997 and acknowledge it as a part of all of our present and future agreement(s) and or contract(s). _______________________________________________________________ customer __________________________________________________ ________ signed date