DOWNSTREAM TECHNOLOGIES LICENSE AND SERVICES AGREEMENT

LICENSE AGREEMENT AND LIMITED PRODUCT WARRANTY

DownStream Technologies (“DST”) and the undersigned customers (The “Customer”) hereby agree that the Software Products being licensed to the Customer, and as amended from time to time, are the property of and embody proprietary technology owned by or licensed to DST. Unauthorized uses and copying of the Licensed Products are prohibited by law, including United States and foreign copyright law. The price paid by the Customer for the Licensed Products constitutes a license fee that entitles the Customer to use the Licensed Products as set forth below.

1. LICENSE COVERAGE:

DST hereby grants the Customer a non-exclusive right to use the Software Products provided by DST at the Designated Location whether on a single computer or on a Local Area Network (LAN), within the constraints of the original network license configuration. Use of the Software Products provided by DST on a Wide Area Network (WAN) is prohibited. The Customer may physically transfer the licensed Products from one computer to another at the same Designated Location. The addition of any networked computers beyond that specified without notice and payment to DST, shall breach this agreement. The rights granted to the Customer do not include the right to copy Licensed Products, except to create a backup copy, and do not include any right to access, use or modify the source code of the licensed Products for any purpose.

2. TITLE AND OWNERSHIP:

All intellectual property and proprietary rights for the licensed Products and related documentation shall at all times remain the sole and exclusive property of DST and/or the relevant third parties.

3. TRANSFERABILITY:

The rights granted to the Customer under this Agreement are nontransferable without the prior written consent of DST. Any attempted assignment or other transfer shall be null and void and DST reserves the right to seek legal action against such attempts.

4. LICENSE TERM:

The license granted under this Agreement shall commence upon delivery of the licensed Products by DST to the Customer. DST may terminate this license at any time if the Customer neglects or fails (i) to pay all applicable license fees and maintenance fees within specified payment terms and (ii) to strictly adhere to any of the Customer’s obligations under this Agreement.

If this license is terminated by DST, the Customer will, within 10 days of request by DST, deliver to DST either all product components including originals, updates and copies, related documentation, security devices (if applicable) and other materials, or an affidavit signed by an authorized representative of the Customer attesting to the fact that such have been completely destroyed.

5. INSTALLATION

Licensee shall be solely responsible to install the Licensed Products unless otherwise agreed upon in writing.

6. PROHIBITED ACTS:

The Customer shall not, without the express prior written approval of DST: (i) copy the Licensed Products except to load the Products into the computer or to make a backup copy for security purposes only; (ii) employ any device or instructions with respect to the licensed Products; (iii) modify, decode, reverse compile or disassemble the Licensed Products; (iv) transfer or assign or attempt to transfer or assign the licensed Products, related documentation or the rights under this Agreement except with the prior written consent of DST; or (v) export or re-export the licensed Products or related documentation without all appropriate United States and foreign government licenses and approvals.

7. LIMITED WARRANTY:

7.1 Software: If DST confirms a defect reported by Licensee in the unaltered Software, DST shall use commercially reasonable efforts to provide a remedy. DST does not warrant that the operation of any of the Licensed Products will be uninterrupted or error free, nor does it guarantee that its remedial efforts will correct a found defect.

7.2 Media and Peripherals: DST warrants to the original licensees of each of its software Products that the media on which the program is recorded shall be free from defects in materials or manufacture under normal use for the standard period of (30) days from delivery. Products found to have a defect in their media will be replaced by DST at no charge to the customer if returned to either the dealer from which such program was obtained or to DST at its principal office (DownStream Technologies, 563 Main Street, Bolton, MA 01740 U.S.A.). Returns must be postage prepaid and be accompanied by proof of the date of delivery. If the defect results from accident, abuse or mishandling, however, DST will have no responsibility to replace the media.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, ALL PRODUCTS AND RELATED DOCUMENTATION ARE PROVIDE BY DST “AS IS” AND NO WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE OR AUTHORIZED TO BE MADE BY DST.

THE FOREGOING WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND RIGHTS MAY VARY IN STATES OF UNITED STATES AND FOREIGN COUNTRIES. THE FOREGOING MAY LIMIT OR EXCLUDE THE RIGHTS THAT THE CUSTOMER WOULD OTHERWISE BE ENTITLED TO UNDER THE LAWS OF SOME STATES OR COUNTRIES. OTHER STATES OR COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

8. SOFTWARE MAINTENANCE:

DST shall provide, and Licensee may accept, software maintenance services under the Software Maintenance Agreement at DST’ then current maintenance fee for an initial term of one calendar year after expiration of the Software Warranty period, renewable year to year until termination occurs under the said Software Maintenance Agreement.

8.1 Annual Service Fee. Licensee shall pay DST an annual service fee for each of the Licensed Products covered by this Agreement at the start of any applicable term.

8.2 Payments. All payments under this Agreement shall be due according to specified payment terms.

8.3 Renewals. Payment for renewals must be received by DST at its principal offices prior to the applicable Anniversary Date. Nonpayment by the Anniversary Date will constitute discontinuance of Maintenance and Support on such licensed Products. Licensee shall incur reinstatement charges in the event of a lapse and subsequent renewal.

8.4 Increases. The applicable Maintenance Fee for each licensed program is subject to change from time to time. Such increase for annual service fees would occur at the beginning of any renewal term.

8.5 Termination. Termination of the Software Maintenance Agreement will end any support obligation of DST.

8.6 Added Coverage Fees. If any of the Licensed Products are added for Maintenance under this Agreement after its term has commenced, DST will prorate the additional fee from the expiration of the System’s 30-day warranty period through the remainder of the Agreement term.

8.7 Upgrade and Update Fees. Upgrades and Updates may require additional service fees. Upon receipt of any Upgrade or Update from DST requiring such fees, Licensee shall pay an additional service fee equal to the amount by which the annual service fee for the Upgrade or Update exceeds the annual service fee for the Software, prorated for the remainder of the term of the agreement.

8.8 Add on products: Add-on products and modules for which Maintenance has not been purchased, will not be automatically entitled to Maintenance and future Updates.

8.9 Acceptance. Customer agrees to pay Maintenance on the full configuration purchased if Maintenance is accepted.

9. MAINTENANCE SERVICES:

9.1 Services Provided. The DST Customer Support Department shall provide Licensee with the following services during the term or any renewal term of this Agreement for each of the Licensed Products covered under this Agreement, if Maintenance has been accepted and payments are in good standing:

9.1.1. Telephone diagnostics and assistance during DST’ normal business hours excluding weekends and holidays observed by DST

9.1.2 Repair or replacement of media that DST determines to be defective and eligible if returned to DST in accordance with return policy

9.1.3 Delivery of new Updates upon their release

9.1.4 Periodic informational updates via email about the product and/or about the company that DST feels is important and relevant to the Licensee.

9.2 Timing of responses. DST will use its commercially reasonable efforts to respond promptly to any reasonable service request by the Licensee, but shall determine solely the timing of its Update deliverables.

9.3 Additional services. DST may at its discretion and Licensee’s request, provide maintenance otherwise excluded under the Agreement on a per-call basis during normal business hours, excluding holidays observed by DST , for which services Licensee shall be charged DST’ then current standard per-call rates.

9.4 Additional services. 10. EXCLUDED SERVICES:

The following Maintenance services shall not be provided under this Agreement but may be agreed upon at DST’ discretion.

10.1. Repairs to the Licensed Products necessitated by (a) relocation, movement, improper operation, neglect or misuse of the Licensed Products, (b) Licensee’s failure to maintain proper site or environmental condition, (c) any fault of Licensee’s agents or employees, (d) any attempts at repairs, maintenance, or modifications to the Licensed Products performed by other than authorized DST service personnel, (e) casualty, natural or unnatural disasters, theft, loss, strikes, riot, war, the unauthorized acts of third parties, (f) failure or interruption of any electrical power, telephone or communication line or like cause, or (g) any other cause external to the Licensed Products except ordinary use.

10.2. Service at Licensee’s location.

11. INDEMNIFICATION/LIMITATION ON LIABILITY:

The Customer agrees to indemnify, defend and hold DST harmless against any and all claims, costs, losses, damages, liabilities and expenses (including reasonable attorneys’ fees and costs and reasonable amounts paid in settlement) incurred by DST that arise out of or relate to any claim, suit, action or proceeding threatened or commenced by the Customer or any third party in respect of death or injury, damage or loss resulting from or which is alleged to result from the operation of the licensed Products or the system on which such are used, except to the extent it is determined that such claims, costs, losses, damages, liabilities and expenses resulted from the willful misconduct of DST. IN NO EVENT WILL DST BE LIABLE FOR ANY DAMAGES INCLUDING LOST PROFITS FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT, WHETHER CLAIMED UNDER THE LICENSE AGREEMENT OR OTHERWISE.

12. ACKNOWLEDGMENT:

The Customer acknowledges that computer-aided design is a complex undertaking requiring coordination between many different hardware and software elements, including elements not supplied by DST, and requiring proper use and caution on the part of operators and others.

13. MISCELLANEOUS:

This Agreement shall be governed by the Laws of the Commonwealth of Massachusetts. In the event of any dispute or claim arising out of or with respect to this Agreement, the prevailing party shall also be entitled to recover its reasonable attorneys’ fees and costs. It is understood and agreed that this Agreement contains the entire and only understanding and agreements between the parties relating to the subject matter of this Agreement, promise or condition not contained in this Agreement shall not be binding on either party. The terms of this agreement shall not be modified except in writing and signed by each party.

Rev 2/8-20-02 DownStream Technologies