ALPHATRONICS, INC. SOFTWARE LICENSE AGREEMENT PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THIS SOFTWARE! THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU, THE END USER, AND ALPHATRONICS, INC. ("ALPHATRONICS"). BY USING THIS SOFTWARE, YOU ACCEPT THE TERMS OF THIS AGREEMENT. ALPHATRONICS PROVIDES SOFTWARE UNDER SEVERAL TYPES OF LICENSES. EACH LICENSE IS SUBJECT TO THE FOLLOWING LICENSE TERMS: 1. Grant of License. This computer program (the "Software") is licensed, not sold, to You ("Customer") by Alphatronics. Alphatronics grants you the right to use only this copy of the Software under the terms of this Agreement. No rights other than those set forth in this Agreement are granted to you. In the case of a Single User License, You may install this licensed copy of the Software on one computer having a single operating system platform. In the case of a Site License, You may install this licensed copy of the Software on any number of computers as set forth in the section of this agreement described as "Site License". In the case of a Enterprise License, You may install this licensed copy of the Software on any number of computers at any number of locations as set forth by the section of this agreement described as "Enterprise License". The type of license purchased is evidenced by Your Purchase Documentation. 2. Demonstration Software. All Alphatronics demonstration software is provided for demonstration purposes only. Use of any copy of any Alphatronics demonstration software for any other purpose shall constitute a breach of this Agreement. 3. Copy Restrictions; Ownership of Software. The Software and accompanying written materials are copyrighted. You shall own the media on which the Software is recorded; Alphatronics shall retain all right, title, and ownership to all copies of the Software and all intellectual property rights therein, regardless of the form of such copy or the medium on which such copy is recorded. You may either (a) transfer the Software to a single hard disk and retain the original Software for backup purposes or (b) make one copy of the Software solely for backup or archival purposes. Customer may not modify or make inoperable registration codes or license control utilities. All other copying of the Software is prohibited. 4. Transfer Restrictions. You may not transfer this software license under any conditions. This restriction on transferability also applies to any FREE single-user version of any Alphatronics software products. This Software contains trade secrets of Alphatronics, and to protect them, you may not modify, adapt, translate, rent, lease, loan, resell, distribute, merge, reverse engineer, decompile, or disassemble the Software or any part thereof or create any derivative works based on the Software or any part thereof. 5. Termination. This Agreement and the license granted hereunder shall remain in effect until terminated. This Agreement and the license granted hereunder will terminate immediately, without notice from Alphatronics, if you fail to comply with or otherwise breach any terms of this Agreement. Upon any termination of this Agreement, you agree to destroy or purge all copies of the Software and accompanying written materials. 6. Limited Warranty. As its only warranty under this Agreement, Alphatronics warrants the medium on which the Software is provided to be free from defects in materials under normal use for a period of 90 days from the date of delivery to you as evidenced by your purchase documentation. EXCEPT AS EXPRESSLY WARRANTED HEREIN, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. ALPHATRONICS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL AT ALL TIMES BE UNINTERRUPTED OR ERROR FREE OR THAT ANY SOFTWARE DEFECTS WILL BE CORRECTED. THE ABOVE EXCLUSION MAY NOT APPLY TO YOU BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. THIS WARRANTY GIVES YOU SPECIFIC, LIMITED RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE. 7. Limitation of Liability. The entire liability of Alphatronics to you and your sole remedy under this Agreement is, at the option of Alphatronics, either (a) return of payment as evidenced by a copy of your purchase receipt or (b) replacement of medium not meeting the Limited Warranty. NEITHER ALPHATRONICS NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM INTERRUPTION OF BUSINESS OR LOSS OF PROFITS, REVENUES, DATA, OR USE, OR EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR YOUR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS OR ANY OBLIGATION OF ALPHATRONICS RELATING TO THIS AGREEMENT, EVEN IF ALPHATRONICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FORM (E.G., CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST ALPHATRONICS. THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. 8. Registration Codes The term "registration code" includes any unique series of data elements that is to be installed and enabled in a license control utility to allow use of Software. 9. Site License The term "Site License" is defined as a license that allows an unlimited number of computers within a single physical entity location to use the Software. 10. Single User License The term "Single User License" is defined as a license that allows use of the Software on a single computer. 11. Enterprise License The term "Enterprise License" is defined as a license that allows use of the Software on an unlimited number of computers within a single Company or Organization. A "Company or Organization" is defined as a single legal entity operating under a single name, or other organization, or agency of government, or department of government, operating under a single name. In a company, organization, governmental agency, or department of government consisting of multiple divisions, subsidiaries, or trading or operating under different names, a Enterprise License applies only to the division, subsidiary, agency, or department to which the license has been issued. 12. License Termination Alphatronics may terminate any license granted hereunder if Customer breaches its obligation under these license terms. Upon termination Customer will destroy all copies of Software. 13. Governing Law. The laws of the State of Florida shall govern this Agreement. 14. U.S. Government Restricted Rights. This section applies to all acquisitions of the Software by or for the U.S. government. By accepting delivery of the Software, the government hereby agrees that the Software qualifies as "commercial computer software" and "commercial computer software documentation" as those terms are used in the acquisition regulations DFAR Section 227.7202 and FAR section 12.212, as applicable, and that the government's use and disclosure of the Software are controlled by the terms of this Agreement to the maximum extent possible. This Agreement supersedes any contrary terms in any statement of work, contract, or other document. If any terms of this Agreement violate applicable federal law or do not meet the government's actual or minimum needs, the government agrees to return the Software unused for a full refund. 15. Complete Agreement. This Agreement constitutes the complete and entire understanding and agreement of the parties with respect to the transaction contemplated herein. The terms of this Agreement shall, to the extent that there may be any conflict, supersede any terms set forth in any correspondence, purchase order, or other documentation issued by you.