ELECTRIC RAIN, INC.

END USER LICENSING AGREEMENT

ELECTRIC RAIN, INC. ("ELECTRIC RAIN") IS WILLING TO LICENSE THE

SOFTWARE (THE "SOFTWARE") TO YOU ONLY IF YOU ACCEPT ALL OF THE
TERMS AND CONDITIONS OF THIS END USER SOFTWARE LICENSE AGREEMENT
(THIS "AGREEMENT").

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE

CLICKING THE "I ACCEPT" BUTTON. BY CLICKING THE "I ACCEPT"
BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ AND YOU UNDERSTAND
THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS
AND CONDITIONS.

IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, YOU SHOULD

CLICK THE "REJECT" OR "DISAGREE" BUTTON TO EXIT THIS PAGE.
IF YOU REJECT THE TERMS OF THIS AGREEMENT, YOU DO NOT HAVE
ANY RIGHT OR LICENSE TO INSTALL OR USE THE SOFTWARE.

1. Grant of Licenses
1.1 The Software. Electric Rain hereby grants you a non-exclusive
and non-transferable license of the Software during the term of this
Agreement. The Software may be installed on a maximum of two computers
of the same platform, but it may only be used on a single computer at
any one time. It may not be used at more than one location at any time.
It may not be run by more than one person at any one time, even if
copied to a network file server. The Software is in "use" on a computer
when it is loaded into temporary memory (i.e., RAM) or installed into
permanent memory (e.g., hard disk, CD-ROM, or other storage device)
of that computer. You may make one (1) copy of the Software for use
solely for backup/archival purposes. You may not reverse-engineer,
disassemble or decompile theSoftware. Electric Rain reserves all rights
in and to the Software not expressly granted to you. Without limiting
the foregoing, you may not use, copy, modify, transfer, create derivative
works of, publicly display or distribute the Software, or any component
thereof, except as expressly set forth in this Agreement.

1.2 Documentation. Electric Rain hereby grants you a non-exclusive

and non-transferable license, during the term of this Agreement, to use,
copy and distribute internally any electronic documentation included with
the Software. Each copy shall contain all copyright and other proprietary
notices appearing on the original. You may use the hard copies of any
printed materials included with the Software for your internal purposes.
Electric Rain reserves all rights in and to the electronic documentation
and printed materials included with the Software (collectively, the
"Documentation").Without limiting the foregoing, you may not use, copy,
modify, transfer, create derivative works of, publicly display or
distribute the Documentation, or any component thereof, except as
expressly set forth in this Agreement.

2. Upgrades. If the Software is an upgrade to an Electric Rain or third

party product, you may use the Software only in conjunction with that
product. If the Software is an upgrade to an Electric Rain product, your
right to use the upgraded product shall be governed by this Agreement.
That is, the upgrade and the upgraded product shall collectively constitute
"Software" hereunder.

3. Ownership. You acknowledge and agree that, as between Electric Rain and
you, the Software, Documentation and all components thereof are the
exclusive property of Electric Rain, and Electric Rain owns all right,
title and interest, including copyrights and other intellectual property
rights, in and to any and all ideas, concepts, expertise, programs,
systems, methodologies, data or other materials embodied in, underlying
or reduced to practice in the Software and Documentation.

4. Trademarks. This Agreement does not authorize you to use any Electric
Rain name, trademark or logo.
5. Term. This Agreement is effective upon your installation of the Software
and will remain in effect until terminated. You may terminate this
Agreement at any time by deleting and destroying all copies of the
Software and Documentation, and any portions thereof, in your possession
or control. Electric Rain may terminate this Agreement immediately upon
notice to you in the event that you breach any term of this Agreement, in
which case you must immediately delete and destroy all copies of the
Software and Documentation, and any portions thereof, in your possession
or control.

6. DISCLAIMER OF WARRANTIES. THE SOFTWARE AND DOCUMENTATION

ARE LICENSED "AS IS," AND ELECTRIC RAIN AND ITS LICENSORS
DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. Limitation of Liability. Electric Rain and its licensors shall not be

liable for any indirect, special, incidental, consequential, punitive
or similar damages arising out of or relating to this Agreement or the
use of or inability to use the Software, however caused and regardless
of legal theory, even if Electric Rain and/or its licensors has been
apprised of the possibility of such damages. Electric Rain's and its
licensors' cumulative liability to you and all other persons and entities
arising out of or relating to this Agreement shall not exceed the
purchase price paid by you for the Software.

8. Compliance with Laws. You agree to comply with all laws, rules and
regulations applicable to your use of the Software and Documentation.
Without limiting the generality of the foregoing, you acknowledge and agree
that the Software and Documentation are subject to United States and local
export control laws and may be subject to export or import regulations of
other countries,and you agree to comply strictly with all such laws and
regulations.

9. Restricted Rights. The Software and Documentation are provided with

restricted rights. Use, duplication or disclosure by the United States
government is subject to the restrictions set forth in the Rights in
Technical Data and Computer Software Clauses in DFARS
252.227-7013(c)(1)(ii) and FAR 52.227-19(c)(2) as applicable.

10. Governing Law; Venue. This Agreement shall be governed by the laws of
the State of Colorado without reference to its choice of law rules.
You agree that any action related to this Agreement shall be brought and
venued exclusively in the state and federal courts located in Denver,
Colorado.

11. Severability. If any provision of this Agreement is held invalid by any

law or regulation of any government or by any court or arbitrator, such
invalidity shall not effect the enforceability of the other provisions
insofar as the primary purpose of this Agreement is not frustrated.

12. Waiver. Any waiver by Electric Rain of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this
Agreement. Any waiver must be in writing. Failure by Electric Rain to
insist upon strict adherence to any term of this Agreement on one or more
occasions shall not be considered a waiver or deprive Electric Rain of the
right to insist upon strict adherence to that term or any other term of
this Agreement.

13. Attorneys' Fees. In addition to any other relief, the prevailing party in
any action arising out of this Agreement shall be entitled to attorneys'
fees and costs.

14. Entire Agreement. This Agreement constitutes the entire agreement between
the parties and supersedes all previous communications, representations or
agreements, whether written or oral, with respect to the subject matter
hereof. This Agreement may not be modified or amended except in a written
instrument executed by the parties.