HIGH PERFORMANCE SYSTEMS, INC. SOFTWARE LICENSE AGREEMENT 

PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND HIGH PERFORMANCE SYSTEMS, INC. AND HIGH PERFORMANCE SYSTEMS, INC.'S LICENSOR(S). THE TERMS OF THIS AGREEMENT GOVERN YOUR USE OF THIS SOFTWARE PACKAGE (REFERRED TO IN THIS AGREEMENT AS THE "SOFTWARE"). BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE, PROMPTLY RETURN THE UNUSED SOFTWARE TO HIGH PERFORMANCE SYSTEMS, INC.

1. Grant of License. In consideration of payment of the license fee, which is part of the price you paid for the Software, High Performance Systems, Inc., as Licensor, grants to you, as Licensee, a non-exclusive right to use and display this copy of the Software on as many computers for which you have a license (as is indicated on your site license, invoice and/or packing slip), or you may use this copy of the Software at the same time on up to, but not more than, the number of computers for which you have a license (as is indicated on your site license, invoice and/or packing slip), using a local area network.

2. Ownership of Software. As Licensee, you own the magnetic or other physical media on which the Software is originally or subsequently recorded or fixed, but High Performance Systems, Inc. and its Licensor(s) retain title and ownership of their portion of the Software, both as originally recorded and all subsequent copies made of the Software regardless of the form or media in or on which the original or copies may exist. This license is not a sale of the original Software or any copy.

3. Copy Restrictions. The Software and the accompanying written materials are protected by U.S. Copyright laws. Unauthorized copying of the Software or of the original written materials is expressly forbidden. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this Agreement. Subject to these restrictions, you may make one (1) copy of the Software solely for back-up purposes provided such back-up copy contains the same proprietary notices as appear in the original copy of the Software.

4. Use Restrictions. As the Licensee, you may remove the Software from one computer and physically transfer it to another computer, but the Software shall not under any circumstances exist at the same time on more than the number of computers allowed for by this license. You may not distribute copies of the Software or the accompanying written materials to others. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software. You may not modify, adapt, translate or create derivative works based on the written materials without the prior written consent of High Performance Systems, Inc.

5. Transfer Restrictions. The Software is licensed to only you, the Licensee. In no event may you transfer, rent, sell, or otherwise dispose of the Software on a temporary or permanent basis without the prior written consent of High Performance Systems, Inc. Any authorized transferee of the Software shall be bound by the terms and conditions of this Agreement.

6. Termination. This license is effective until terminated. You may terminate this license at any time by destroying the Software, related documentation and all allowable copies thereof. This license will terminate automatically without notice from High Performance Systems, Inc. if you fail to comply with any provision of this license. Upon termination you shall destroy the written materials and all allowable copies of the Software.

7. Limited Warranty on Media. High Performance Systems, Inc. warrants the compact disc (CD) on which the Software is recorded to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of your receipt. High Performance System, Inc.'s entire liability and your exclusive remedy as to the CD shall be replacement of the defective CD that is first returned to us. If failure of any CD has resulted from abuse or misapplication, High Performance Systems, Inc. shall have no responsibility to replace the CD. Any replacement CD will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. ANY IMPLIED WARRANTIES ON THE CD, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED TO THE DURATION OF THE ABOVE NINETY (90) DAY WARRANTY PERIOD.

8. Disclaimer of Warranty on Software. THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, AND HIGH PERFORMANCE SYSTEMS, INC. AND HIGH PERFORMANCE SYSTEMS, INC.'S LICENSOR(S) (FOR THE PURPOSE OF PROVISIONS 8 AND 9, HIGH PERFORMANCE SYSTEMS, INC. AND HIGH PERFORMANCE SYSTEMS INC.'S LICENSOR(S) SHALL BE COLLECTIVELY REFERRED TO AS HIGH PERFORMANCE SYSTEMS, INC.) SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HIGH PERFORMANCE SYSTEMS, INC., ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY, AND YOU MAY NOT RELY UPON SUCH INFORMATION OR ADVICE.

9. Limitations of Remedies. NEITHER HIGH PERFORMANCE SYSTEMS, INC. NOR ANYONE ELSE WHO HAS BEEN INVOLVED ON BEHALF OF HIGH PERFORMANCE SYSTEMS, INC. IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE SHALL BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGE FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF DATA, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF HIGH PERFORMANCE SYSTEMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

10. Miscellaneous. This Agreement shall be governed by the laws of the State of New Hampshire and you agree to submit to personal jurisdiction in the State of New Hampshire. This Agreement constitutes the complete and exclusive statement of the terms of the Agreement between you and High Performance Systems, Inc. and its licensor(s). It supersedes and replaces any previous written or oral agreements and communications relating to the Software. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

11. Year 2000 Compliance. The software has been designed in such a manner that it will not generate invalid and/or incorrect date-related results or cause any of the problems commonly referred to as "Year 2000 Problems." It will continue to operate consistently, predictably, and accurately, in accordance with the requirements commonly expected of the Software. The Licensors disclaim all liability, however, for the Software if it interfaces with third-party products or software (including the hardware upon which the Software is operated) that are not Year 2000 compliant. The Licensors in all circumstances disclaim all liability for incidental, consequential, exemplary, special, or indirect damage relating to Year 2000 Problems even if the Licensors have been advised of the possibility of the same, and regardless of the form of the action.