END USER LICENSE AGREEMENT
FOR VISUAL SLICKEDIT(r) SOFTWARE

IMPORTANT

THIS IS A LEGAL AGREEMENT BETWEEN YOU ("YOU") AND SLICKEDIT INC. ("COMPANY"). COMPANY IS WILLING TO LICENSE THE ENCLOSED SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT"). PLEASE READ THE TERMS CAREFULLY BEFORE OPENING THIS PACKAGE, AS OPENING THE PACKAGE WILL INDICATE YOUR ASSENT TO THEM. IF YOU DO NOT AGREE TO THESE TERMS, THEN COMPANY IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH EVENT YOU MAY RETURN THE UNOPENED PACKAGE TO THE PLACE FROM WHICH IT WAS ACQUIRED WITHIN 14 DAYS OF THE DATE OF PURCHASE, AND YOUR MONEY WILL BE REFUNDED. IF YOU ARE VIEWING THIS AGREEMENT ELECTRONICALLY, SELECT THE "YES" BUTTON AT THE BOTTOM OF THIS PAGE TO INDICATE YOUR ACCEPTANCE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY ITS TERMS, SELECT THE "NO" BUTTON AT THE BOTTOM OF THIS PAGE AND THE REGISTRATION OR INSTALLATION PROCESS WILL NOT CONTINUE.

1.  (a) The Company grants to You a nonexclusive, nontransferable license to the enclosed to use the Visual SlickEdit(r) Software computer program (the "Software") contained on the disk or CD included with this Agreement, and the accompanying documentation ("Documentation") solely for your own internal business needs pursuant to the terms and conditions of this Agreement. This license to use the Software is conditioned upon Your compliance with the terms of this Agreement. You shall be solely responsible for installation of the Software. If the Software includes both CD-ROM and 3.5" disks, You may use only the media appropriate for Your single user computer, and You may not use the other media on another computer.  

Your use of the Software is limited to the licensing option set forth on your invoice.  Each licensing option is defined as follows.  

(i)	End User License.  Software provided to You under this option may only be installed and used on a single PC or CPU. You may neither network the Software, install it on a Server nor otherwise use it on more than one computer, CPU or computer terminal at the same time. The Software may be transferred to and used on another computer owned by You, so long as the Software is de-installed from the original computer, and under no circumstance is used on more than one computer at a time.    As used herein "Server" computer shall mean a data station that provides facilities to other stations in a computer network.

(ii)	Network Named User  License. Software provided under this option may be installed on and processed by the Server computer located at the site indicated on the invoice, and may only be used by the users named on Your invoice which have electronic access to the Server computer.

(iii)   	Concurrent User License.  Software provided under this option may be installed on and processed by the Server computer located at a site indicated on the invoice, and may be installed on and simultaneously processed by the number of workstation and/or personal computers ("Concurrent Users") indicated on the invoice, which have electronic access to the Server computer located at any site indicated on the invoice and which are being used by Your employees. 

(b) 	You may distribute Slick-C (the Visual SlickEdit(r) macro language) source code included with this package either in whole or part without any royalties or fees accruing or being owed to Company.  Company encourages You to write and distribute Slick-C macro language modules that provide some useful task.  You may make one copy of the Software for backup or archival purposes in support of your permitted use of the Software.
 
2. You may not transfer the Software to another entity or person. Any such transfer terminates your license under this Agreement. You shall not modify, translate, reverse assemble or reverse compile in whole or in part the Software that is provided in object code only (the "Object Code"). You shall not rent, sell, time-share, lease, sublicense, transfer, publish, disclose, display or otherwise make available the Object Code or copies thereof to others. You may not copy the Object Code except as provided herein. You shall not tamper with, bypass or alter any security features of the Software or attempt to do so.

3. This license is not a sale. Title, ownership rights, and intellectual property rights in and to the Software and Documentation shall remain in Company. You agree to abide by the copyright laws and all other applicable laws of the United States. You acknowledge that the Software in source code remains a confidential trade secret of Company. Failure to comply with the above restrictions will result in automatic termination of this license and will make available to Company other legal remedies. You may not disclose any of Company's proprietary or trade secret information relating to the Software to any third party. You agree to secure and protect the Software, Documentation and copies thereof in a manner consistent with the maintenance of Company's rights therein and to take appropriate action by instruction or agreement with your employees or consultants who are permitted access to the Software to satisfy your obligations hereunder. 

4. Company warrants that the Software will perform substantially in accordance with its Documentation for 90 days after the date of receipt. Your exclusive remedy for breach of this limited warranty and Company's entire liability shall be, in Company's discretion, either return of the price paid to Company by You for the Software or repair or replacement of the Software after the Software and documentation are returned to Company with an applicable receipt. Company's warranty is void if failure of the Software has resulted from accident, abuse or misapplication. COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

5. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST INFORMATION OR OTHER DAMAGES ARISING OUT OF THE USE OF INABILITY TO USE THE SOFTWARE. IN ALL EVENTS, COMPANY'S SOLE OBLIGATION OR LIABILITY UNDER THIS LICENSE IS THE REPLACEMENT OR REPAIR OF THE SOFTWARE OR A REFUND OF THE PURCHASE PRICE.

6. The Licensed Programs and their documentation are "commercial computer software" and "commercial computer software documentation", respectively, and are provided with RESTRICTED RIGHTS under Federal Acquisition Regulations and agency supplements to them. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 et seq. and DFARS 252.227-7015, and subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights at FAR 52.227-19, as applicable, or similar clauses in the NASA FAR Supplement.  Manufacturer is SlickEdit Inc. 3000 Aerial Center Pkwy, Suite 120, Morrisville, NC 27560.

7. You may terminate the license granted in Section 1 of this Agreement at any time by destroying or erasing your copy of the Software. Company may terminate this Agreement immediately and without notice if you fail to comply with any term or condition of this Agreement. In the event of termination of this Agreement, all the sections of this Agreement will survive except for Section 1.

8. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, U.S.A., without reference to conflicts of laws provisions or the 1980 U.N. Convention on Contracts for the International Sale of Goods and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law.  Any dispute with respect to this Agreement shall be brought and heard either in the North Carolina state courts located in Wake County, North Carolina, or the federal district court for the Eastern District of North Carolina located in Raleigh, North Carolina. In such event, the parties to this Agreement each consent to the in personam jurisdiction and venue of such courts. The parties agree that service of process upon them in any such action may be made if delivered in person, by courier service, by telegram, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt.

9. This Agreement sets forth the entire agreement between you and Company pertaining to the licensing of the Software, and supercedes in its entirety any and all written or oral agreements previously existing between the parties with respect to such subject matter. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. In the event of any conflict between any provision of this Agreement and any applicable law, the provision or provisions of this Agreement affected shall be modified to remove such conflict and permit compliance with such law and as so modified this Agreement shall continue in full force and effect. This Agreement may not be assigned without the consent of Company.

CORP-12336-4-246970-02


