SOFTWARE LICENSE AGREEMENT AND WARRANTY STATEMENT
(End-User Limited License/Redistribution Prohibited)

MATCH SOFTWARE IS WILLING TO LICENSE THE SOFTWARE ONLY
UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS
CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMS
CAREFULLY BEFORE OPENING THE PRODUCT PACKAGE AND INSTALLING
THE SOFTWARE, AS OPENING THE PRODUCT PACKAGE AND INSTALLING
THE SOFTWARE WILL INDICATE YOUR AGREEMENT WITH THEM.

1. The Software. The Software licensed under this Agreement
consists of computer programs, fonts, and documentation.

2. Perpetual Term. The term of the license granted herein
shall be perpetual unless terminated by written notice by
You for convenience or terminated by either party for
material breach. Immediately upon termination of this
license for any reason, You shall return to Match Software all
copies of the Software and documentation, or provide proof of
destruction of the said program.

3. License Grant (valid for as many workstations as
purchased). You are granted non-exclusive rights to install
and use the Software on the number of workstations; however,
if the software is permanently installed on the hard disk or
other storage device of a computer (other than a network server),
and one person uses that computer more than 80% of the time, then
that person may also use the Software on a portable or home
computer. You may not install the Software on a network or
transmit the Software electronically from one computer to
another or over a network. You may copy the Software for
archival purposes, provided that any copy must contain the
original Software's proprietary notices in unaltered form.

4. Restrictions. You may not: (i) permit others to use the
Software, except as expressly provided above for authorized
network use; (ii) modify or translate the Software; (iii)
reverse engineer, decompile, or disassemble the Software,
except to the extent this restriction is expressly
prohibited by applicable law; (iv) create derivative works
based on the Software; (v) merge the Software with another
product; (vi) copy the Software, except as expressly
provided above; or (vii) remove or obscure any proprietary
rights notices or labels on the Software.

5. Transfers. You may not transfer the Software or any
rights under this Agreement without the prior written
consent of Match Software, which consent shall not be
unreasonably withheld. A condition to any transfer or
assignment shall be that the recipient agrees to the terms
of this Agreement. Any attempted transfer or assignment in
violation of this provision shall be null and void.

6. Ownership. Match Software owns the Software
and all intellectual property rights embodied therein,
including copyrights and valuable trade secrets embodied in
the Software's design and coding methodology. The Software
is protected by United States copyright laws and
international treaty provisions. This Agreement provides
You only a limited use license, and no ownership of any
intellectual property.

WARRANTY DISCLAIMER; LIMITATION OF LIABILITY. MATCH SOFTWARE
PROVIDES THE SOFTWARE 'AS-IS.' NEITHER MATCH SOFTWARE OR
HIS RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED. MATCH SOFTWARE SPECIFICALLY DISCLAIMS THE IMPLIED
WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND
FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY OR
GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE
UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE
SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE
OR QUALITY. YOU ASSUME THE ENTIRE RISK OF SELECTION,
INSTALLATION, AND USE OF THE SOFTWARE.
THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF
THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED
HEREUNDER EXCEPT UNDER THIS DISCLAIMER. To the extent that
this Warranty Statement is inconsistent with the
jurisdiction where you use the Software, the Warranty
Statement shall be deemed to be modified consistent with
such local law. Under such local law, certain limitations
may not apply, and you may have additional rights which vary
from jurisdiction to jurisdiction. For example, some states
in the United States and some jurisdictions outside the
United States may: (i) preclude the disclaimers and
limitations of this Warranty Statement from limiting the
rights of a consumer; (ii) otherwise restrict the ability of
a manufacturer to make such disclaimers or to impose such
limitations; or (iii) grant the consumer additional legal
rights, specify the duration of implied warranties which the
manufacturer cannot disclaim, or prohibit limitations on how
long an implied warranty lasts.

INDEPENDENT OF THE FOREGOING PROVISIONS, IN NO EVENT AND
UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT,
CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL MATCH
SOFTWARE BE LIABLE TO YOU OR ANY OTHER PERSON
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES
FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION,
OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF MATCH SOFTWARE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS
LIMITATION SHALL NOT APPLY TO LIABILITY FOR DEATH OR
PERSONAL INJURY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

IN NO EVENT SHALL MATCH SOFTWARE LIABILITY FOR ACTUAL DAMAGES
FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF
ACTION, EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID FOR THE
SOFTWARE LICENSE.

EXPORT CONTROLS. You agree to comply with all export laws
and restrictions and regulations of the United States or
foreign agencies or authorities, and not to export or re-
export the Software or any direct product thereof in
violation of any such restrictions, laws or regulations, or
without all necessary approvals. As applicable, each party
shall obtain and bear all expenses relating to any necessary
licenses and/or exemptions with respect to its own export of
the Software from the U.S. Neither the Software nor the
underlying information or technology may be electronically
transmitted or otherwise exported or re-exported (i) into
Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any
other country subject to U.S. trade sanctions covering the
Software, to individuals or entities controlled by such
countries, or to nationals or residents of such countries
other than nationals who are lawfully admitted permanent
residents of countries not subject to such sanctions; or
(ii) to anyone on the U.S. Treasury Department's list of
Specially Designated Nationals and Blocked Persons or the U.
S. Commerce Department's Table of Denial Orders. By
downloading or using the Software, Licensee agrees to the
foregoing and represents and warrants that it complies with
these conditions.

LICENSEE OUTSIDE THE U.S. If You are located outside the U.
S., then the following provisions shall apply: (i) Les
parties aux presentes confirment expressÈment leur volontÈ
que cette convention, de mÍme que tous les documents, y compris
tout avis qui s'y rattache, soient redigÈs en langue anglaise
(translation: 'The parties confirm that this Agreement and
all related documentation is and will be in the English
language.'); and (ii) You are responsible for complying
with any local laws in your jurisdiction which might impact
your right to import, export or use the Software, and you
represent that you have complied with any regulations or
registration procedures required by applicable law to make
this license enforceable.

MISCELLANEOUS. This Agreement constitutes the entire
understanding of the parties with respect to the subject
matter of this Agreement and merges all prior communications,
representations, and agreements. This Agreement may be
modified only by a written agreement signed by the parties.
If any provision of this Agreement is held to be
unenforceable for any reason, such provision shall be
reformed only to the extent necessary to make it enforceable.
This Agreement shall be construed under the laws of the
State of Delaware, USA, excluding rules regarding conflicts
of law. The application the United Nations Convention of
Contracts for the International Sale of Goods is expressly
excluded. This license is written in English and English is
its controlling language.

U.S. GOVERNMENT END USERS. The Software is a 'commercial
item,' as that term is defined in 48 C.F.R. 2.101 (Oct.
1995), consisting of 'commercial computer software' and
'commercial computer software documentation,' as such terms
are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with
48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4
(June 1995), all U.S. Government End Users acquire the
Software with only those rights set forth herein.

Match Software
2207 Concord Pike No 816
Wilmington, Delaware 19803
United States