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APTUS CORP.'S APPGEN SOFTWARE LICENSE AGREEMENT (THIS "LICENSE AGREEMENT") CONSTITUTES AN AGREEMENT BETWEEN YOU AND APTUS CORP. WITH RESPECT TO CERTAIN COMPUTER SOFTWARE DESCRIBED HEREIN. YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE CONTINUING WITH THE INSTALLATION OF SUCH SOFTWARE. INSTALLATION OF THIS SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND BY THE PROVISIONS OF THIS LICENSE AGREEMENT, ANSWER 'NO' TO THE QUESTION BELOW TO EXIT THE INSTALLATION.

TERMS and CONDITIONS:

1. GRANT OF LICENSE. In consideration of payment of the price for this product (the "License Fee"), Aptus Corp. (the "Licensor") grants to you (the "Licensee") a limited non-exclusive, non-transferable right to use one (1) copy of Aptus' Appgen software programs contained on this CD-ROM or in this download for thirty (30) consecutive days (hereinafter the "Software") on a single computer (i.e., with a single CPU) at one time and at a single location. Aptus Corp. reserves all rights in the Software not expressly granted to Licensee in this License Agreement, including without limitation, all intellectual property rights and proprietary rights therein. If Licensee purchases a License Registration File from Licensor for registration of some portions of or all of the Software, then Licensee shall have a perpetual, non-transferable, non-exclusive right to use that portion of the Software, subject to the terms of this License Agreement.

2. OWNERSHIP OF SOFTWARE. The license granted herein is not a sale of the original Software or of any copy of such Software. As Licensee, you own only the magnetic or other physical media on which the Software is originally fixed. Aptus Corp. retains title and ownership of the Software recorded on the original disk(s), as well as ownership of any subsequent copies of the Software, irrespective of the form of media on or in which the Software is recorded or fixed.

3. USE RESTRICTIONS. As Licensee, you may use the Software only as expressly authorized in this License Agreement. You may transfer the Software from one computer to another provided the Software is used on only one computer at a time and all other copies, other than a backup or archival copy, are destroyed. You may not: (i) transfer the Software from one computer to another over a network; (ii) make the Software available to any third party through a time-sharing service, network of computers, or other multiple user arrangement; (iii) distribute copies of the Software or related written materials to any third party; or (iv) modify, adapt, translate, reverse engineer, decompile, disassemble, or prepare any derivative work based on the Software or any element or component thereof, without the express prior written consent of Aptus Corp. in each instance.

4. COPY RESTRICTIONS. The Software and accompanying written materials are copyrighted by Aptus Corp. Unauthorized copying, displaying and/or distribution of the Software and/or the related written materials is expressly forbidden. You may be held legally responsible for any infringement of the copyright and other intellectual property or proprietary rights of Aptus Corp. that is caused, directly or indirectly, by your failure to abide by the terms of this License Agreement. Subject to the terms of this License Agreement, and if not otherwise copy protected, you may make one copy of the Software for backup or archival purpose only. The copyright notice and any other proprietary notices which were included in the original Software must be reproduced and included on any such backup or archival copy.

5. TRANSFER RESTRICTIONS. The license herein granted is personal to you, the Licensee. You may not transfer the Software to anyone else, nor may you sell, lease, loan, sublicense, assign, or otherwise dispose of the Software without the express prior written consent of Aptus Corp., which consent may be granted or withheld at Appgen Business Software, Inc.'s sole discretion.

6. TERMINATION. The license herein granted will remain in effect until terminated. This license will terminate automatically without further notice from Aptus Corp. in the event of a breach of any of the provisions hereof. Licensee agrees that upon such termination Licensee will promptly destroy any and all copies of the Software which remain in your possession and, upon request, will certify to such destruction in writing to Aptus Corp.

7. LIMITED WARRANTY.

(A) Aptus Corp. warrants the media on which the Software is recorded or fixed (the "Media") to be free from defects in materials and workmanship, under normal use and service, for a period of ninety (90) days from the date of delivery to or download by Licensee as evidenced by a copy of the applicable receipt. This limited warranty shall not apply if the Media have been damaged by unreasonable use, accident, negligence, or by any other causes unrelated to defective materials or workmanship.

(B) Aptus Corp. does not warrant that the functions contained in the Software will be uninterrupted or error free, or meet Licensee's desired specifications and Licensee is encouraged to test the Software for Licensee's intended use prior to placing any reliance thereon.

8. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SOFTWARE, MEDIA AND RELATED WRITTEN MATERIALS, INCLUDING ANY INSTRUCTIONS FOR USE, ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION GIVEN BY APTUS CORP., ITS SUPPLIERS, DISTRIBUTORS, DEALERS, OR AGENTS SHALL CREATE OR OTHERWISE ENLARGE THE SCOPE OF ANY WARRANTY HEREUNDER. LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF SUCH SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU, AS LICENSEE, (AND NOT APTUS CORP., ITS SUPPLIERS, DISTRIBUTORS, DEALERS, OR AGENTS) ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTION, SERVICING, OR REPAIR.

9. LIMITATION OF REMEDIES. Aptus Corp.'s entire liability and Licensee's exclusive remedy with respect to the Media shall be the replacement of any Media not meeting the limited warranty set forth in Subsection 7(A), above, which is returned to Aptus Corp. with a copy of the applicable receipt within the warranty period. Any replacement Media will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

10. LIMITATION OF LIABILITY. IN NO EVENT WILL APTUS CORP., OR ANYONE ELSE INVOLVED IN THE CREATION, PRODUCTION, AND/OR DELIVERY OF THE SOFTWARE BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF SERVICES, LOST PROFITS, LOST SAVINGS, LOSS OF DATA, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THIS LICENSE AGREEMENT, THE PURCHASE, USE, INABILITY TO USE, OR OPERATION OF THE SOFTWARE, EVEN IF APTUS CORP. OR ANY AUTHORIZED APTUS CORP. DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL APTUS CORP.'S OR ANY AUTHORIZED APTUS CORP. DEALER 'S LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THIS LICENSE AGREEMENT EXCEED THE LICENSE FEE. LICENSEE ACCEPTS SAID DISCLAIMER AS THE BASIS UPON WHICH THE SOFTWARE IS OFFERED AT THE CURRENT PRICE AND ACKNOWLEDGES THAT THE PRICE OF THE SOFTWARE WOULD BE HIGHER IN LIEU OF SAID DISCLAIMER.

11. UPDATES. Aptus Corp., at its sole discretion, may periodically issue updates of the Software. Any such updates will be made available to Licensee, subject to the terms of this License Agreement, provided that Licensee prepays any applicable update fee.

12. EXPORT RESTRICTIONS. Licensee agrees not to export or re-export the Software and accompanying documentation (or any copies thereof) in violation of any applicable U.S., or any other country's, laws or regulations.

13. ENTIRE AGREEMENT. YOU, AS LICENSEE, ACKNOWLEDGE THAT: (I) YOU HAVE READ THIS ENTIRE LICENSE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS; (II) THIS LICENSE AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDES ANY AND ALL PRIOR ORAL OR WRITTEN COMMUNICATIONS RELATING TO THE SUBJECT MATTER HEREOF; AND (III) THIS LICENSE AGREEMENT MAY NOT BE MODIFIED, AMENDED, OR IN ANY WAY ALTERED EXCEPT BY A WRITING SIGNED BY BOTH YOURSELF AND APTUS CORP.

14. SEVERABILITY. In the event that any provision of this License Agreement is held to be illegal or otherwise unenforceable, such provision shall be deemed to have been deleted from this License Agreement, while the remaining provisions of this License Agreement shall be unaffected and shall continue in full force and effect.

15. GOVERNING LAW. This License Agreement shall be governed by the laws of the State of New York and of the United States of America, excluding that body of law related to choice of laws.

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