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EULA - End User License Agreement

END-USER LICENSE AGREEMENT

THIS END-USER LICENSE AGREEMENT (THIS "AGREEMENT") IS A LEGAL
AGREEMENT BETWEEN YOU ("LICENSEE") AND KEROON SOFTWARE
CORPORATION ("KEROON SOFTWARE"). INSTALLING, COPYING,
DOWNLOADING, ACCESSING OR OTHERWISE USING THIS PRODUCT
("LICENSED SOFTWARE") INDICATES THAT "LICENSEE" ACCEPTS THESE
TERMS AND CONDITIONS. IF LICENSEE DOES NOT AGREE TO THESE TERMS
AND CONDITIONS, KEROON SOFTWARE IS UNWILLING TO LICENSE THE
LICENSED SOFTWARE TO LICENSEE. IN SUCH EVENT, LICENSEE MAY NOT
USE OR COPY THE LICENSED SOFTWARE, AND THE LICENSEE SHOULD
CLICK THE "CANCEL" BUTTON AND PROMPTLY CONTACT KEROON
SOFTWARE FOR A REFUND OF ANY FEES PAID BY LICENSEE AND
INSTRUCTIONS ON THE RETURN OF THE LICENSED SOFTWARE.

LICENSED SOFTWARE AND DOCUMENTATION LICENSE

1. Subject to the terms and conditions set forth herein, Keroon Software hereby grants
Licensee a non-exclusive and non-transferable license (the "License") to use the Licensed
Software and the printed, "on-line" and/or electronic documentation provided with the
Licensed Agreement (the "Documentation"). The Licensed Software Agreement and
Documentation are licensed, not sold. Licensee may use the Licensed Software only on
one central processing unit with one input terminal. The Licensed Software may not be
installed, accessed, displayed, run, shared or used concurrently on or from different
computers. All rights, title and interests in and to the Licensed Software and the
Documentation are and shall remain in Keroon Software or Keroon Software''s
licensors, as the case may be. Licensee shall have no right under this Agreement or
otherwise to obtain or access the source code of the Licensed Software. Licensee is not
entitled to updates to or upgrades of the Licensed Software or Documentation.

2. Licensee may not alter, create derivative work based upon, decompile, disassemble,
modify, reverse engineer or translate in any way the Licensed Software or
Documentation.

3. Licensee may not copy the Licensed Software or Documentation; provided, however,
that Licensee may make one (1) copy of the Licensed Software for archival/backup
purposes.

4. Licensee may use the Licensed Software and Documentation for its internal data
processing purpose only and may not rent, lend, lease, distribute or sublicense the
Licensed Software or Documentation. In no event shall Licensee use the Licensed
Software in a third-party computer services bureau or time sharing operation.

5. If either the Licensed Software or Documentation is used in any way not expressly
and specifically permitted by this License, then the License shall immediately and
automatically terminate. Upon the termination of the License, Licensee shall thereafter
make no further use of the Licensed Software or Documentation, and Licensee shall, at
its expense, return to Keroon Software the Licensed Software and Documentation.

6. If Keroon Software performs any integration, customization or other services for
Licensee ("Services"), Keroon Software shall own all rights, title and interests in and to
any and all software, materials, information and inventions (whether or not patentable)
(collectively "Work Product") developed or created by Keroon Software in connection
with the Services, including, without limitation, any and all derivative works based on the
Licensed Software. Licensee hereby conveys, transfers and assigns to Keroon Software
any rights, title or interests Licensee may have in or to the Work Product. Support for the
Licensed Product is not included in the license fees paid by Licensee, but may be
purchased by Licensee from Keroon Software at then-current rates and subject to the
then-current terms and conditions if, and for so long as, such support is made available by
Keroon Software, in its sole discretion.

LIMITED WARRANTY

1. For a period of thirty (30) days following the date of delivery of the Licensed
Software and Documentation to Licensee (the "Warranty Period"), Keroon Software
warrants that the media on which the Licensed Software is stored, such as diskettes or CD
ROMs ("Media"), shall be free from defects in materials and workmanship. Licensee''s
sole and exclusive remedy in the event of a breach of the foregoing warranty is, at
Keroon Software''s option, repair, replacement, or return of price paid for the Licensed
Software and Documentation by Licensee. To make a warranty claim, Licensee must,
within the Warranty Period, send the defective Media along with proof of purchase to
Keroon Software at the address set forth below, postage pre-paid and postmarked.

2. THE LIMITED WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND IN
LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES. KEROON
SOFTWARE HEREBY DISCLAIMS ANY AND ALL OTHER EXPRESS OR
IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NONINFRINGEMENT AND TITLE AND ANY WARRANTIES ARISING
FROM THE COURSE OF DEALING, USAGE OR TRADE PRACTICE. Keroon
Software does not warrant that the Licensed Software or Documentation will be error-
free. Except for the limited Media warranty expressly set forth herein, the Licensed
Software and Documentation are provided on an "AS-IS" basis without warranties of any
kind. Licensee assumes the entire risk associated with its use of, and the quality and
performance with respect to, the Licensed Software and Documentation.

3. To the maximum extent permitted by applicable law, in no event shall Keroon
Software or its licensors be liable for any damages whatsoever, including, without
limitation, special, direct, indirect, consequential, incidental, or exemplary damages for
loss of profits, business, technology, data or information, damage to good will,
replacement costs, personal injury, business interruption or any other pecuniary loss
arising out of this Agreement or the use or inability to use the Licensed Software or
Documentation, even if Keroon Software has been advised of the possibility of such
damages, whether under theories of contract, tort (including, without limitation,
negligence), strict liability, or otherwise. In any event, the maximum aggregate liability
of Keroon Software and its licensors related to, or in connection with, this Agreement
shall be limited to the price paid for the Licensed Software and Documentation by
Licensee.

4. The foregoing warranty gives Licensee specific legal rights, and Licensee may also
have other rights which vary from state to state. Some states do not allow the limitation
or exclusion of implied warranties or certain damages, so the above limitations may not
apply to Licensee.

U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND

The Licensed Software and Documentation have been developed exclusively at private
expense, and are provided with RESTRICTED RIGHTS. Use, duplication or disclosure
by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the
Rights in Technical Data and Computer Licensed Software clause at DFARS 252.227-
7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted
Rights at 48 CFR 52, 229-19, as applicable. Keroon Software is the Manufacturer and is
located at 1251 Peace Lane, Franklin, Georgia 30217, (706) 675-2718.

EXPORT RESTRICTIONS

Licensee shall not export or re-export the Licensed Software to any country, person or
entity subject to U.S. export restrictions.

CONFIDENTIALITY

1. The Licensed Software and Documentation are delivered to Licensee on a confidential
basis, and Licensee is responsible for employing reasonable measures to prevent the
unauthorized use thereof, which measures shall not be less than those measures used by
Licensee in protecting its own proprietary information. In particular, Licensee shall keep
all information regarding the Licensed Software and Documentation confidence, and
shall not disclose or otherwise make the Licensed Software or Documentation available
to any third party without the prior written consent of Keroon Software. Licensee may
disclose the Licensed Software and Documentation to its employees as necessary for the
uses permitted under this Agreement.

2. Licensee shall not remove any trademark tradename, copyright notice or other
proprietary notice from the Licensed Software or Documentation, and shall be
responsible for the conservation of the same on all copies of the Licensed Software and
Related Materials received under this Agreement on any back-up copy of the Licensed
Software or Documentation created in accordance with this Agreement. Licensee may
not reproduce any portion of the Licensed Software or Documentation except as
permitted under this Agreement.
MISCELLANEOUS

1. This Agreement is the final, complete and exclusive statement of the entire agreement
between Keroon Software and Licensee concerning the Licensed Software, and
supersedes any prior and contemporaneous proposals, purchase orders, advertisements,
and all other communications, whether oral or written, between Keroon Software and
Licensee.

2. No modification or amendment of these terms and conditions shall be binding upon
either party unless in writing signed by duly authorized representatives of Keroon
Software and Licensee.

3. This Agreement and the License is personal to Licensee and may not be assigned,
conveyed or otherwise transferred by Licensee without the prior express written consent
of Keroon Software in its sole discretion. Any attempted assignment, conveyance or
other transfer of this Agreement or the License by Licensee shall be void and of no force
or effect.

4. This Agreement is binding upon the parties and their respective successors and
permitted assigns. The parties do not intend to confer any benefit under this agreement or
anyone other than the parties, and nothing contained in this Agreement will be deemed to
confer any such benefit on any other person.

5. If, for any reason, any term or condition of this Agreement is determined to be invalid,
illegal or unenforceable under current or future law, such invalidity shall not impair the
operation of or otherwise effect the validity of the other terms and conditions of this
Agreement, which shall remain in full force and effect.

6. This Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of Georgia, except its laws that would render such choice of law
ineffective. The parties agree that all action or proceedings to enforce this Agreement
will be brought in federal courts located in the State of Georgia. Each party hereby
unconditionally and irrevocably consents to the jurisdiction of such courts in such state,
and waives its rights to bring any action or proceeding against the other party except in
such courts.

7. Any action under this Agreement, regardless of the form, whether in contract,
negligence, or tort, must be brought within one (1) year after the cause of action has
arisen. The foregoing shall not apply to claims arising out of the violation or
infringement of a party''s intellectual property rights or Licensee''s breach of the section
of this Agreement entitled "Licensed Software and Documentation License."

8. The failure of either party at any time or times to require performance of any provision
of this Agreement will in no manner affect the right to enforce such provision on any
other occasion; and no waiver by either party of any provision (or of a breach of any
provision) of this Agreement in any one or more instances will be deemed or construed
either as a further or continuing waiver of any such provision or breach or as a waiver of
any other provision (or of a breach of any other provision) of this Agreement.