BY RESPONDING "Yes" TO THE QUERY BELOW, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT. IF LICENSEE DOES NOT AGREE TO ANY OF THE TERMS BELOW, FOURTH GENERATION IS UNWILLING TO LICENSE THE LICENSED SOFTWARE (AS DEFINED BELOW) TO LICENSEE, AND LICENSEE SHOULD CLICK ON THE "REFUSE" BUTTON BELOW

This Software License Agreement ("Agreement") is entered into at the time of installation of product(s) by and between you ("Licensee") and Fourth Generation Software Solutions, Corp. ("Licensor"). Licensor agrees to furnish to Licensee, and Licensee agrees to accept, in accordance with the terms and conditions of this Agreement, the use of the software identified below.

1. DEFINITIONS

A. "Computer" means a machine or system, which uses logical devices ("central processing units") to process information, such as a multi-
processor computer system.
B. "Designated Computer" means the specific Computer upon which the software is complied or installed and executed, and which is designated by Licensee in a Statement of Product.
C. "Software" means all forms (Source Code and Run Time versions) of the computer software programs shipped with the Fitrix media identified as Fitrix or Fourth Generation products including Fitrix Accounting and or Distribution and Business software application modules, Fitrix RAD Tool (also known as Fourth Generation Case Tool), and any other products included on media not identified as separately licensed third party software, and shall include all updates, enhancements, modifications, or upgrades provided under the terms of this Agreement or of a related support agreement.
D. "User" means the unique combination of one log-in on one software display device with no more than five (5) processes running.

2. LICENSE

A. Grant of License. Licensor grants Licensee the non-exclusive and non-
transferable right to have the licensed number of Users execute one copy of the Software on the Designated Computer, and to use the associated user and technical documentation ("Documentation"), subject to the terms and conditions of this Agreement and in consideration of payment of the agreed upon license fees.
B. Rights of License. Licensee may access the Software lawfully licensed to Licensee through any combination of terminals connected to the Designated Computer. Licensee may transfer the Software to a single hard disk or storage device, provided Licensee keeps the original solely for backup or archival purposes. Licensee may modify the Software lawfully licensed to Licensee, and/or merge it with other programs, for Licensee's execution on the Designated Computer in machine-readable object code format, but any portion so modified, or merged with other programs, shall continue to be subject to the terms and conditions of this Agreement.
C. Backup Copy. Licensee may make backup copies of the Software and of any portions thereof, which are modified or merged with other programs in accordance with this Agreement. All such backup copies shall also be subject to the terms and conditions of this Agreement. Licensee must maintain accurate records of the location of the backup copies at all times.
D. Restrictions on Use. Unless otherwise authorized by Fourth Generation Software Solutions, Licensee may not install, electronically transfer, network, or otherwise execute the Software in any Computer other than the Designated Computer. Only one Computer can be specified as the Designated Computer in a network. The standard Fourth Generation license fees apply only when one Computer functions both as the client computer and as the database server Computer. More specifically, no function, such as database administration, or feature, such as the database schema of the Software may be performed or used on a Computer other than the designated Computer. A different license fee schedule applies when the client Computer(s) is different from the database server Computer(s). Licensee may not make any copies of the Documentation. Except as specifically provided above, Licensee may not make any copies of the Software. Except as specifically provided above, Licensee may not make alterations to the Software or to the Documentation, or to any part thereof, including, but not limited to, unmodified sub-routines, functions, libraries, or other binary code segments of the Software. Licensee may not time-share, rent, sub-license, lease distribute, or grant other rights to the Software or the Documentation to others. Licensee may not reverse engineer, disassemble, decompile, reverse translate, or in any manner decode the Software in order to derive any source code not licensed by Licensor. Licensee acknowledges that the licensed software is for its internal use only.
 

3. PROPRIETARY RIGHTS AND CONFIDENTIALITY

A. Ownership. All title and rights of ownership in the Software and Documentation remain with Licensor and/or its suppliers and are protected by copyright, patent and/or trade secret laws. Licensee agrees to take all steps necessary to protect Licensor's and its suppliers' proprietary rights in the Software and Documentation including, but not limited to, the proper display of copyright, trademark, trade secret, and other proprietary notices on any copies of the Software. Licensee must reproduce and include any copyright, trade secret, trademark, or proprietary data notices, and other legends and logos on the backup copies. Licensee will, at Licensee's own cost and expense, protect and defend Licensor's and its suppliers' ownership of the Software and Documentation against all claims, liens and legal processes of creditors of Licensee and keep the Software and Documentation free and clear of all such claims, liens, and processes.
B. Confidentiality. Licensee will not disclose or publish to others, and will keep confidential, the Software.

4. U.S. GOVERNMENT DEPARTMENT AND AGENCY TERMS
A. Applicability. The terms of this Section apply to Software licenses to U.S. Government Department and Agencies.
B. Department of Defense.
(i) If Licensee is the U.S. Department of Defense ("DOD") as defined in DOD FAR Supplement ("DFARS") 202.1, Licensee agrees notwithstanding anything to the contrary in this Agreement that: (a) the Software is delivered as "Commercial Computer Software" as defined in the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013; (b) the Software has been developed entirely at private expense (c) Licensee is solely responsible for any effects or costs in connection with modifications of the Software independently made by or for DOD including, but not limited to, impacts on compatibility or support; (d) the Software is deemed to be adequately marked when the legend below is affixed to the Software or its storage media perceptible directly or with the aid of a machine or device; and (e) for the purposes of this section, DFARS shall include any applicable successor or replacement clause or regulation.
RESTRICTED RIGHTS LEGEND
Use, duplication, or disclosure by the Government is subject to restriction as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013. Fourth Generation Software Solutions Corp., 2814 Spring Road, Suite 300, Atlanta, GA 30339 USA.
(ii) If Licensee's Sublicensee is DOD, Licensee shall ensure the following before furnishing the Software or any copies or adaptations to DOD and before it makes any modifications in any of the foregoing for the purpose of providing the modifications to DOD: (a) to notify and obtain the agreement of DOD to the terms of Section 4.B.i above; and (b) to conspicuously affix to the Software media and any copy or adaptation, the legend set forth above, adding Licensee's name and address below the notice to that of Fourth Generation Software Solutions Corp.
C. Other U.S. Departments and Agencies.
(i) If Licensee is a U.S. Government Department or Agency other than DOD, Licensee agrees that notwithstanding anything to the contrary in this Agreement: (a) the Software and Documentation are "restricted computer software" as defined in the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19; (b) the restricted computer software was developed entirely at private expense; (c) the restricted computer software is delivered with only the specific rights set forth in subparagraph (c)(2) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19; and (d) the restricted computer software is deemed to be adequately marked when the legend below is affixed to the "restricted computer software" or its storage media.

RESTRICTED RIGHTS LEGEND
Notice - Notwithstanding any other lease or license agreement that may pertain to, or accompany the delivery of, this restricted computer software, the rights of the Government regarding its use, reproduction and disclosure are as set forth in subparagraph (c)(2) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19.
(ii) If Licensee's Sublicensee is a U.S. Government Department or Agency other than DOD, Licensee agrees to ensure the following before furnishing the restricted computer software or any copy or modification to such Department or Agency: (a) to notify and obtain the agreement of the Department or Agency to the terms of Section 4.C.i above; and (b) to conspicuously affix the notice set forth in Section 4.C.i above to the "restricted computer software" and any copy or modification thereof.

5. TERM AND TERMINATION

A. Term. The licenses granted under this Agreement shall commence upon the shipment of the Software and shall continue perpetually unless terminated in accordance with the provisions of this Agreement.
B. Termination. Licensee may terminate this Agreement by destroying the Software and Documentation and all copies thereof. Licensor may immediately terminate the Agreement if Licensee breaches any material representation, warranty agreement, or obligation in the Agreement. Upon termination, Licensee shall either promptly return to Licensor all copies of the Software and Documentation in Licensee's possession or destroy all copies of the Software and Documentation, and certify in writing that all such copies have been returned or destroyed.

6. SOFTWARE GENERATION TOOLS

If the enclosed Software is a 4GL Software generation tool, then Licensee has a royalty-free right to reproduce and distribute program executable files (and associated libraries required for operation) created using the Software if Licensee agrees to indemnify, hold harmless, and defend Licensor and its suppliers from any claims, lawsuits, or liabilities, and to pay all expenses and damages, including without limitation attorneys' fees, that arise from the use, licensing, or distribution of Licensee's software product. This royalty-free right does not apply to Fitrix Menus and the Fitrix Screen User Control Library. Royalties are due Fourth Generation Software on each application developed by or for Licensee which incorporates either Fitrix Menus or the Fitrix Screen User Control Library and which are resold, licensed, or transferred to a Computer other than the Designated Computer.

7. LIMITED WARRANTY

A. Limited Warranty. Licensor warrants that for a period of ninety (90) days after the initial delivery of the Software to Licensee, the latest version of the Software release by Fourth Generation shall substantially perform in accordance with the standard Fitrix Documentation.
B. Remedies. Licensor's entire liability and Licensee's exclusive remedy shall be for Licensor or Fourth Generation, at their option, to either: replace the Software that does not meet the Limited warranty described above and which is returned to Licensor with its original distribution media; or attempt to correct any errors which Licensee finds in the Software during this warranty period and which prevent the Software from substantially performing as described in the standard Fourth Generation Documentation. Any replacement Software will be warranted for the remainder of the original warranty period or for thirty (30) days; whichever is longer.
C. Right to License. Licensor warrants that it is the owner of the Software and/or has the right to license the Software to Licensee.
D. Limitations of Warranty. The above warranty is null and void if Licensee modifies or changes its copy of the Software in any way, or if failure of the Software has resulted from accident, abuse, or misapplication.
Licensor and its suppliers do not warrant that the functions contained in the Software will meet Licensee's requirements, or that the operation of the Software will be uninterrupted or error free or that all defects will be corrected. Licensor shall not be required to correct errors during the above described warranty period attributable to: equipment malfunction; products other than the Software; use of the Software in conflict with or contravention of the Documentation or the terms of this Agreement; or accident, neglect, misuse, or abuse of the Software.

8. DISCLAIMER OF WARRANTY

EXCEPT AS STATED IN 7. LIMITED WARRANTY ABOVE: LICENSOR AND ITS SUPPLIERS MAKE NO WARRANTIES REGARDING THE SOFTWARE OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY, EXPRESSED OR IMPLIED.
Licensor and its suppliers shall not be liable for any claimed nonconformance of Software under article 35 (2) of the United Nations Convention of the International Sale of Goods, even if that Convention were to be determined to be applicable to these transaction(s).
9. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL, OR TORTIOUS CONDUCT RELATING TO, CAUSED BY OR ARISING OUT OF ANY BREACH OF OBLIGATIONS OR DELAY IN DELIVERY OF SOFTWARE OR DOCUMENTATION UNDER THE AGREEMENT, OR FROM LICENSEE'S USE OR INABILITY TO USE SOFTWARE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY. ANY DAMAGES THAT LICENSOR IS REQUIRED TO PAY FOR ANY AND ALL CAUSES, WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE, AND REGARDLESS OF THE FORM OF THE ACTION IN THE AGGREGATE, SHALL BE LIMITED IN AMOUNT TO THE ROYALTIES PAID BY LICENSEE TO LICENSOR FOR THE SPECIFIC COPY OR COPIES OF THE SOFTWARE.

10. GENERAL

A. Waiver, Amendment, or Modification. Any waiver, amendment, or modification of any of the provisions of this Agreement or any right, power, or remedy hereunder shall not be effective unless made in writing and signed by the parties. No failure or delay by either party in exercising any right, power or remedy with respect to any of its rights hereunder shall operate as a waiver thereof in the future.
B. Governing Law. This Agreement shall be governed by the laws of the State of Georgia, and shall inure to the benefit of Licensor, its successors, administrators, heirs, and assigns. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement.
C. Choice of Forum. The parties agree that Cobb County in the State of Georgia shall be the proper forum for any action, including arbitration, brought under this Agreement.
D. Attorney's Fees. In the event of an action, including arbitration, is brought to enforce any provision of or declare a breach of this Agreement, the prevailing party shall be entitled to recover, in addition to any other amounts awarded, reasonable legal costs including attorneys' fees incurred thereby.
E. Limitations of Actions. No actions, regardless of form, arising from the transaction under this Agreement, may be brought by any party hereto more than two (2) years after the facts creating the cause of action become know to such party.
F. Severability. If any term, provision or part of the Agreement is to any extent held invalid, void, or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall not be impaired of affected thereby, and each term, provision and part shall continue in full force and effect.
G. Survival. The terms, conditions, and warranties and contained in the Agreement that by sense and context are intended to survive the termination thereof by the parties hereunder shall so survive the termination of the Agreement.
H. Notice. All notices or other communications hereunder shall be deemed to have been duly given when made in writing and delivered to the principal place of business of the other party.
I. Force Majeure. Neither party shall be in default nor liable for any failure in performance or loss or damage under this Agreement due to any cause beyond its control.
J. Taxes. Licensee shall pay all applicable sales, use, and other taxes or similar governmental charges or duties incurred in connection with the exercise of the licenses and rights granted herein to Licensee, except such taxes or charges based on the income of Licensor. Upon request, Licensee shall promptly provide Licensor with evidence of payment of any such tax. Licensee will reimburse FGSS for all such costs and taxes paid by FGSS of the Licensee's behalf, including any related penalty or interest charges on unpaid taxes, duties, or charges, levied upon Licensee by any such taxing or governmental authority within thirty (30) days after Licensee's receipt of Licensor's invoice therefore supported by appropriate documentation.
K. Enforcement of Compliance. If Requested by Licensor at any time, Licensee will certify under oath that Licensee have fully and faithfully observed all the terms and conditions of this Agreement. Licensor may at reasonable times inspect Licensee's premises and equipment to verify that all of the terms and conditions of this Agreement are being observed.
L. Export Restrictions. Licensee may not export or re-export the Software or any copy or adaptation in violation of any U.S. Export Administration regulation or other applicable regulation.
M. Third Party Beneficiaries. Licensee acknowledges that Licensor's suppliers are third party beneficiaries of the Licensor's rights of this Agreement including those sections of the sublicense agreement, which deal with issues of proprietary rights, confidentiality, warranty and disclaimer of warranty, and limitation of liability.
N. Acknowledgment. Licensee acknowledges that Licensee has read this Agreement, understands it, and agrees to be bound by its terms and conditions. Licensee also agrees that this Agreement is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement.