NOW, THEREFORE, in consideration of the mutual benefits of the covenants and restrictions herein contained, Licensor and Licensee hereby agree as follows:

ARTICLE I: DEFINITIONS

Section 1.01 -- Definitions: The following definitions shall apply:

1. Access: The term "access" and variants thereof shall mean to store data in, retrieve data from or otherwise approach or make use of (directly or indirectly) through electronic means or otherwise.
2. Business Hours: The term "Business Hours" shall mean the normal business operating hours of Licensor which are from 8:45AM until 5:30PM EST, Monday through Friday, except holidays as posted on the Licensor's Web site.
3. Cancellation Notice: The term "Cancellation Notice" shall mean that written notice sent by Licensor to Licensee seeking to cancel this Agreement because of breach by Licensee.
4. Critical Defect: The term "Critical Defect" shall mean that certain Software defect that renders the Software inoperable or causes major functionality to be impaired or impacted.
5. Defect Notice: The term "Defect Notice" shall mean that certain written notice from Licensee to Licensor identifying discrepancies between the actual performance of the Software and the performance represented in the Documentation.
6. Delivery Date: The term "Delivery Date" shall mean the date the Software is shipped to the Licensee at the Licensee facility as set forth on Licensor's invoice.
7. Documentation: The term "Documentation" shall mean the current copy of Licensor's User's Guide and Release Notes as made available to Licensee by Licensor.
8. Effective Date: The term "Effective Date" shall mean the date this Agreement is last signed by Licensor and Licensee.
9. Enhancement: The term "Enhancement" shall mean an Enhancement in executable code for modifications to the Software which improve or expand the functionality or features of the Software made generally available to Licensees of the Software at an additional charge.
10. License Fee: The term "License Fee" shall mean the amount of money specified as the License Fee on Exhibit A.
11. License Term: The term "License Term" shall mean a period of one (1) year commencing upon the Delivery Date and any subsequent renewal thereof. Subject to termination or notice of non-renewal as set forth below, the Software subscription shall thereafter automatically renew for successive one (1) year terms, at the then current software maintenance fees.
12. Licensee Facility: The term "Licensee Facility" shall mean the office facility of Licensee identified on Exhibit A.
13. License Scope: The term "License Scope" shall have the meaning set forth on Exhibit A.
14. Maximum Users: The term "Maximum Users" shall mean the maximum number of Users authorized by Licensor to simultaneously access the Software, as specified on Exhibit A.
15. Payment Terms: The term "Payment Terms" shall mean the Payment Terms for the applicable License Fee as specified on Exhibit A.
16. Software: The term "Software" shall mean the executable code for that certain Software described on Exhibit A, including Updates thereto.
17. Software Maintenance: The term "Software Maintenance" shall mean software support provided by Licensor under the terms of this License Agreement.
18. Termination Notice: The term "Termination Notice" shall mean that written notice sent by Licensee to Licensor seeking to terminate this Agreement as set forth in Article V hereof.
19. Unauthorized Access: The term "Unauthorized Access" shall mean any access to the Software or Documentation by Licensee or any third party for any use other than within the License Scope, in connection with the operation of Licensee's business, evaluating the performance, utility and functions of the Software, and training employees or independent contractors of Licensee in the use of the Software.
20. Unauthorized User: The term "Unauthorized User" shall mean any individual who accesses the Software or Documentation other than employees of Licensee authorized by Licensee to access the Software for any use outside of the License Scope, other than in connection with the operation of Licensee's business, evaluating the performance, utility and functions of the Software for a purpose other than the licensing of the Software from Licensor, and training employees or independent contractors of Licensee in the use of the Software for purposes which constitute an Unauthorized Access.
21. Update: The term "Update" shall mean a modification of the Software whenever developed or published by Licensor and made generally available to Licensees of the Software at no additional charge.
22. Users: The term "Users" shall mean employees authorized by Licensee to access the Software for the use by Licensee in connection with the operation of its business and independent contractors of Licensee who have executed a confidentiality agreement which accords the Software and Documentation confidential treatment and acknowledges the rights of the Licensor.

ARTICLE II: SCOPE OF LICENSE

Section 2.01 -- Grant of License: Licensor hereby grants to Licensee a non-exclusive and non-transferable license to use the Software and to use the Documentation for the License Term subject to the terms of this License Agreement.

Section 2.02 – User Restriction: User Restriction: Licensee shall not permit more than the Maximum Users from simultaneously accessing the Software as referred to in Exhibit A, if applicable.

Section 2.03 -- Acceptance: Licensor shall ship the Software, Documentation and Updates available for general release at time of order to Licensee within five (5) business days of receipt of Licensee's approved order. The Software shall be deemed accepted by Licensee thirty (30) days after receipt of the Software unless a Defect Notice is received by Licensor within such period. Upon receiving a Defect Notice from Licensee, Licensor shall review the asserted discrepancy to determine if the discrepancy is valid. If, in the reasonable judgment of Licensor the discrepancy is valid, Licensor shall correct the discrepancy and resubmit the Software for acceptance by Licensee. If, in the reasonable judgment of Licensor the discrepancy is not valid, Licensor shall submit to Licensee a written explanation of the reasons why such asserted discrepancy is not valid. The written explanation of Licensor set forth herein shall be deemed accepted by Licensee within ten (10) days after receipt by Licensee of the written explanation unless Licensor receives from Licensee written notice rejecting such explanation and terminating this Agreement within such ten (10) day period.

Section 2.04 -- Risk of Loss: Licensee assumes risk of loss to the Software and Documentation as of the Delivery Date.

Section 2.05 -- Authorized Use: Licensee shall prohibit Unauthorized Users from accessing the Software and Documentation. Licensee shall prohibit Unauthorized Access to the Software and Documentation.

Section 2.06 -- Site Only: Licensee shall install the Software only at the Licensee Facility unless prior written approval is received from Licensor to install the Software at a second Licensee facility.

ARTICLE III: SOFTWARE SUPPORT

During the License Term and any renewal of the License Term, the Licensor shall correct any Critical Defect in the Software within a reasonable period of time after such Critical Defect is reported to Licensor by Licensee as follows:

1. Problem Reporting: Upon discovering a Critical Defect, Licensee shall report the Defect to Licensor.
2. Telephone Support: Within four (4) Business Hours after receiving a report of a Critical Defect, Licensor shall provide telephone support in the form of consultations, assistance and advice concerning use of the Software and correction of the Critical Defect.
3. If a Critical Defect is not corrected through Telephone Support, Licensor will conduct tests and analyses designed to reproduce, isolate and correct the Critical Defect upon receipt of information and data from Licensee sufficient to replicate the Critical Defect
4. If Licensor is unable to correct a Critical Defect within a reasonable time after it has taken the steps described in subparagraphs (a) through (c) above, Licensor shall implement work-around processes designed to minimize the impact of the Critical Defect.
5. Software Defects other than Critical Defects will be corrected at the sole discretion of the Licensor.

ARTICLE IV: PAYMENT

Section 4.01 – License Fees: Licensee shall pay the License Fee to Licensor in accordance with the Payment Terms.

Section 4.02 -- Taxes: Licensee shall pay any and all applicable taxes (excluding income taxes measured by Licensor’s income and assessed against Licensor).

ARTICLE V: TERMINATION

Section 5.01 -- Termination Limitations: This Agreement shall only be terminated or canceled as provided under this Article V.

Section 5.02 -- Term: This Agreement shall be valid for the License Term.

Section 5.03 -- Termination: Licensee may terminate this Agreement at the end of the initial License Term or any renewal thereof by providing to Licensor a Termination Notice at least thirty (30) days prior to the last day of such period.

Section 5.04 -- Cancellation for Cause: Cancellation for Cause: If either party materially breaches its obligations under this Agreement, the non-breaching party may cancel this Agreement by sending a Cancellation Notice describing the breach to the breaching party. Upon receipt of such Cancellation Notice, the breaching party shall have thirty (30) days from the date of such notice to cure any such breach ("Cure Period"). If such breach is not cured within Cure Period, the non-breaching party shall have the right to cancel this Agreement as of the expiration of the Cure Period.

Section 5.05 -- Destruction of Software upon Termination: Upon termination or cancellation of this Agreement, Licensee shall destroy all Software and Documentation provided to Licensee by Licensor. An officer of Licensee shall certify the Licensee's destruction of the Software and Documentation.

ARTICLE VI: WARRANTY

Section 6.01 -- LIMITED WARRANTY.

1. Limited Warranty. Licensor warrants to Licensee that commencing upon shipment of the Software for the License Term described in Exhibit A ("Warranty Period"): (i) the Software will perform substantially in accordance with the functions described in the Documentation provided by Licensor, and (ii) the media on which the Software is furnished will be free from defects in materials and workmanship under normal use. Licensor does not warrant that the Software will be error-free. Licensee assumes responsibility for the installation of the Software, except to the extent Licensor has been contracted to perform such installation services. Licensee further assumes responsibility for the use of the Software and the results obtained therefrom. Software errors which are discovered during the Warranty Period will be corrected on a reasonable efforts basis.
2. Exclusions. Licensor is not responsible for any problem, including any problem which would otherwise be a breach of warranty, caused by failures resulting from any (i) changes made in the operating characteristics of computer hardware or operating systems after the installation of the Software; (ii) interaction of the Software with software not furnished by Licensor; (iii) failure to follow Licensor’s installation, operation or maintenance instructions for the Software; (iv) modifications or alteration of the Software; (v) abuse, misuse, accidents, or negligent acts or omissions by Licensee, Licensee's employees or agents, or by any third party; or (vi) acts of nature.

Section 6.02 -- Disclaimer. FOREGOING WARRANTIES APPLY TO THE ORIGINAL LICENSEE ONLY AND ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CORRECTION OR REPLACEMENT IS LICENSEE’S SOLE AND EXCLUSIVE REMEDY.

Section 6.03 -- Non-Infringement. Licensor represents and warrants that Licensee’s use of the Software, furnished under this License Agreement will not infringe any patent, trademark, copyright, make right, trade secret or proprietary right of another Party("Intellectual Property Rights"), which would in any way interfere or be inconsistent with the rights of Licensee under this License Agreement. Notwithstanding the foregoing, Licensor shall have no responsibility for combinational use of the Software with third party products or Licensee's own products resulting in infringement of the Intellectual Property Rights of any other person, to the extent that such infringement does not exist in the Software as delivered by Licensor to Licensee and is not created at Licensor's direction or by use of the Software in accordance with the Documentation. If the Software becomes, or in Licensee's opinion may become, the subject of any claim, suit or proceeding for infringement of any Intellectual Property Rights, or if any Software is held or otherwise determined to infringe any Intellectual Property Rights, Licensor will, in its sole discretion:

1. Replacement: Replace the Software with a non-infringing Software product of equivalent functional and performance capability;
2. Modification: Modify the Software to avoid the infringement without eliminating the functional and performance capabilities of the Software or
3. Obtain License: Obtain a License for use of the Software from the third party claiming infringement for use of the Software.

The remedies set forth herein shall be the sole and exclusive remedies of Licensee under this Section 6.03.

Section 6.04 -- Limitation of Damages: The cumulative liability of Licensor or its Suppliers to Licensee for all claims related to the Software and this Agreement shall not exceed the total amount of the License Fee paid to Licensor hereunder. This limitation of liability is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective. Licensor shall not be liable to Licensee under this Agreement for any consequential, exemplary, incidental or punitive damages including penalties of any kind, regardless of whether Licensor has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 6.03.

Section 6.05 -- Force Majeure: Licensor shall not be liable to Licensee for failing to perform its obligations under this Agreement because of circumstances beyond the control of Licensor. Such circumstances shall include, but not be limited to, any acts or omissions of any government or governmental authority, natural disaster, act of a public enemy, riot, sabotage, dispute or differences with workmen, power failure, delays in transportation or deliveries of supplies or materials, acts of God, terrorism, or any events reasonably beyond the control of Licensor.

ARTICLE VII: INTELLECTUAL PROPERTY

Section 7.01 -- Ownership and Title: Title to the Software and Documentation including ownership rights to patents, copyrights, trademarks and trade secrets therein shall be the exclusive property of Licensor.

Section 7.02 -- Reverse Engineering: Licensee shall not reverse engineer the Software.

Section 7.03 -- Copies: Licensee shall not copy the Software and shall not allow the Software to be copied except for one backup copy.

Section 7.04 -- Modifications: Licensee shall not modify the Software and shall not allow the Software to be modified by any third party without the prior written consent of Licensor. Licensee shall not use the Software or any materials incident thereto to develop any derivative products without the prior written consent of Licensor. If the Software is modified, such modifications shall be the sole and exclusive property of Licensor and Licensee shall assign to Licensor all of its rights, title and interests to such modifications and any resulting any derivative products, including (but not limited to) any and all copyrights, patents and trade secrets related thereto.

Section 7.05 -- U.S. Government Restricted Rights: This Section 7.05 shall not apply unless Licensee is the U.S. Government or an agency or department thereof (collectively "Government"). The Software and Documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1) and (2) of the Commercial Computer Software Restricted Rights clause at 48 C.F.R. 52.227-19.

Section 7.06 -- Continuation: The terms and provisions of this Article VII shall survive termination and cancellation of this Agreement.

ARTICLE VIII: MISCELLANEOUS

Section 8.01 -- Assignments: All assignments of rights under this Agreement by Licensee without the prior written consent of Licensor shall be void.

Section 8.02 -- Entire License: This Agreement contains the entire understanding of the parties and supersedes previous verbal, written and click-through Agreements between the parties concerning licensing of the Software.

Section 8.03 -- Amendments and Modifications: Waivers, alterations, modifications or amendments of a provision of this Agreement shall not be binding unless such waiver, alteration, modification or amendment is in writing and signed by the party against which enforcement of such waiver, alteration, modification or amendment is sought.

Section 8.04 -- Severability: If a provision of this Agreement is rendered invalid, the remaining provisions shall remain in full force and effect.

Section 8.05 -- Captions: The headings and captions of this Agreement and the Terms and Conditions are inserted for reference convenience and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.

Section 8.06 -- Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be an original, but which together shall constitute one and the same instrument.

Section 8.07 -- Governing Law: This Agreement shall be governed by and subject to the internal laws (exclusive of the Conflicts of Law provisions) and decisions of the courts of the State of Illinois. The parties consent to the exclusive jurisdiction of any local, state or federal court located within Cook County, Illinois and waive any objection relating to improper venue or forum non convenes with regard to any litigation, action or proceedings arising from or relating to this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, and if any provision of this Agreement is held illegal, invalid or void, such provision may be changed to the extent reasonably necessary to make the provision, as so changed, legal, valid and binding. In any event, the remaining provisions of this Agreement shall not be affected or impaired and, to that end, the provisions of this Agreement shall be severable.

Section 8.08 -- Notice: All communications shall be in writing. Notices shall be deemed delivered when delivered by Certified Mail or by hand to the address set forth below for Licensor and Licensee . Notice shall be deemed given on the date of receipt - as evidenced in the case of Certified by Return Receipt.

Licensor:

BCC Software Inc.,
75 Josons Drive,
Rochester, New York 14623-3494

Licensee:

                                 
                                 
                                 

Section 8.09 -- Pronouns/Gender: Pronouns and nouns shall refer to the masculine, feminine, neuter, singular or plural as the context shall require.

Section 8.10 -- Bankruptcy: If either party must institute, defend, appear or attend a bankruptcy proceeding as a result of the filing of bankruptcy by the other party, fees and expenses shall be paid by the filing party. If either party has a bankruptcy proceeding filed against it, the other party shall recover attorney fees, expert witness fees, and other costs incurred by such other party in connection with the bankruptcy proceeding, hearing or trial.

Section 8.11 -- Waiver: Waiver of breach of this Agreement shall not constitute waiver of another breach. Failing to enforce a provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision.

Section 8.12 -- Relationship of the Parties: It is agreed that the relationship of the parties is primarily that of Licensee and Licensor. Nothing herein shall be construed as creating a partnership, an employment relationship, or an agency relationship between the parties, or as authorizing either party to act as agent for the other. Each party maintains its separate identity.

Section 8.13 -- No Contest: Licensee shall not contest or aid in contesting the ownership or validity of the trademarks, service marks, trade secrets or copyrights of Licensor.

Section 8.14 -- Arbitration: Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the American Arbitration Association in Chicago, Illinois. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The parties in accordance with the Arbitration Rules of the American Arbitration Association shall select qualified Arbitrators. Each party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure. The American Arbitration Association shall administer the Arbitration.

Section 8.15 -- Assurances: Each party hereby represents and warrants that all representations, warranties, recitals, statements and information provided to each other under this Agreement are true, correct and accurate as of the date of this Agreement to the best of their knowledge.

Section 8.16 -- Litigation Expense: In the event of litigation or arbitration arising out of this Agreement, the costs of such litigation or arbitration, including, but not limited to, attorney fees, travel expenses, deposition costs, expert witness expenses and fees, court costs, arbitration fees and other costs incurred in connection with bringing or defending such action whether or not incurred in trial or appeal shall be recovered by the prevailing party from the non-prevailing party.

The parties have caused their respective authorized officers to execute this Agreement as of the date set forth above.

BCC SOFTWARE, INC.
By:		By:
Name:		Name:
Title:		Title:
Date:		Date:

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