1.0 LICENSE TO USE VENDOR'S PROGRAM

1.1 Vendor, for the consideration named, hereby grants to Company and its corporate affiliates, a non-exclusive license to use the computer program called LIST ("Software").

1.2 Company shall pay vendor a one-time fee of __________________________ (U.S.)Dollars ($__________) for the license to use this Software.

1.3 Vendor grants to Company the right to copy the Software onto diskettes, hard disks, or in whatever manner may be deemed necessary to distribute and use the Software within the Company's business environment, including use on desktop computers.

1.4 Vendor shall supply a customized version of the Software to the Company which includes the statement "Licensed to: ___________________________________". The Company shall have the right to copy, modify, duplicate, distribute, and use the Software and any software derived from any source materials on (number of) _________ personal computers for the internal business purposes of the Company at (number of) _____________ location(s) where personal computers may be used by the Company.

1.5 This right to copy and reproduce extends to any material and documentation supplied by Vendor and related to the Software, except for any and all source material.

1.6 In the event Vendor stops supporting Software, Vendor will provide to Company the Software (source and documentation) for Company's internal use.

2.0 TITLE TO SOFTWARE

2.1 Title to the software and all related material is with Vendor.

2.2 Neither the software nor this Contract may be assigned, sub-licensed or otherwise transferred by Company without the prior written consent of the Vendor.

2.3 Company agrees to use its best efforts to prevent any and all unauthorized persons from acquiring the Software.

3.0 TERMS OF AGREEMENT

3.1 The term of this Agreement shall begin on the date first above written and shall continue in perpetuity unless earlier terminated as described below.

3.2 Vendor may terminate this Agreement on ten (10) days written notice to Company if Company fails to comply with the terms and conditions herein.

4.0 DISPOSITION OF SOFTWARE

4.1 If this Contract is terminated early Company shall return or destroy all copies of software.

4.2 Within thirty (30) days after early termination of this Agreement, Company shall verify by letter to Vendor that the original and all copies of the software, in whatever form, in part or in whole, have been returned to Vendor, or have been destroyed.

5.0 LIMITATIONS OF LIABILITY

5.1 Vendor makes no warranties with respect to the licensed program. The obligations of vendor shall be:

5.1.1 To make a reasonable effort to fix any operations/execution problems that are found by the Company which prevent the program from performing the functions described in vendor-supplied documentation.

5.1.2 Following the execution of this Agreement, Buerg Software agrees to make available to the Company upgrades to new product releases at the then-current price with a credit for fees paid under this Agreement in accordance with the following schedules: One hundred percent (100%) within ninety (90) days, seventy-five percent (75%) within six (6) months, fifty percent (50%) within one year, and twenty-five percent (25%) within two years. At the end of two years, no credit will be given. Minor version updates will be supplied free of charge, upon request, for the first year of the license term.

5.2 Company makes no warranties with respect to the distribution of the software other than those covered elsewhere in this Agreement.

5.3 The foregoing warranties are in lieu of all other warranties expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Company further agrees that Vendor shall not be liable for any lost profits, or for any claim or demand against Company by any other party, except as provided herein. In no event shall vendor be liable for consequential damages, even if Vendor has been advised of the possibility of such damages.

6.0 LAWS GOVERNING

6.1 Regardless of the place of contracting, place of performance, or otherwise, this Contract, and all amendments, modifications, alterations, or supplements thereto, shall be governed by the law of the State of California, as to the nature, validity, and interpretation thereof.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed on their behalf as of the day and year first written in the preamble of this Agreement in two counterparts, each one of which bearing original signatures shall for all purposes be deemed an original.

Accepted by:	Accepted by:
BUERG SOFTWARE	Name ______________________________
Signed ______________________________	Signed ______________________________
Title ________________________________	Title ________________________________
Date ________________________________	Date ________________________________