             RiteHere LICENSE AGREEMENT
                	(and separate Limited Warranty)

     1.   PURPOSE.  Verlag Schreiber-Neumann ("VSN") desires to license the RiteHere software and documentation (the "Software") to You under the terms and conditions of this RiteHere License Agreement and the separate Limited Warranty.  Your acquisition of the Software is a pre-condition the rights granted to You under this Agreement; You represent that You are so qualified to receive the rights granted hereunder.

     2.   LICENSES.  The Software and Documentation are protected by U.S. copyright laws and international copyright treaties. In addition, the possession and use of the Software and Documentation is subject to the restrictions contained in this Agreement.  "VSN" grants You the non-exclusive, non-transferable right to internally use the Software.

     3.   SUPPLEMENTAL PROVISIONS.  Notwithstanding anything to the contrary in this Agreement, portions of the Software and/or Documentation may be subject to supplemental provisions set forth in terms that accompany those portions, and any such provisions are incorporated by reference into this Agreement.  You agree to abide by such provisions. If such provisions are unacceptable to You, You may return the Software for a refund.

     4.   RESERVATION OF RIGHTS.  "VSN" reserves all rights not expressly granted to You.  Without limiting the generality of the foregoing You: a) agree not to disassemble, decompile, or otherwise reverse engineer the binary code Software to discover the source code and/or trade secrets embodied in the source code; b) acknowledge that "VSN" has not authorized You to rent, lease, and/or time share the Software.

     5.   SUPPORT.  "VSN" shall have no obligation to provide support to You or to purchasers of the RiteHere software.

     6.   TERM AND TERMINATION.  This License will become effective on the date you acquire RiteHere and will remain in force until terminated.  You may terminate this License at any time by destroying the Documentation and the Software together with all copies and adaptations.  This License shall also automatically terminate if you breach any of the terms or conditions.  You agree to destroy the original and all adaptations or copies of the Software and Documentation, or to return them to "VSN" upon termination of this License.

     7.  INDEMNIFICATION.  You agree to indemnify, defend and hold "VSN" harmless from all damages, liabilities and expenses incurred by "VSN" as a result of any claim, or judgment against "VSN" arising out of, or connected in any manner with, distribution or use of Software licensed to You under this Agreement or arising out of breach of this License Agreement. 

     8.  TRANSFER.  This Agreement may not be transferred or assigned without the prior written approval of "VSN".

     9.  GOVERNING LAW.  Except as otherwise restricted by law, this License shall be governed by, and interpreted in accordance with, the laws of the Germany. This License Agreement shall be treated as though it were executed in Germany. Any action relating to this License agreement shall be brought in a German courts of competent jurisdiction. This License Agreement is not assignable by you in whole or in part.

     10.  ENTIRE AGREEMENT.  This Agreement sets forth the entire understanding and License between you and "VSN" and may be amended only in a writing signed by both parties.  NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, SALES PERSON OR OTHER PERSON IS AUTHORIZED TO MODIFY THIS LICENSE OR TO MAKE ANY WARRANTY, REPRESENTATION OR PROMISE WHICH IS DIFFERENT THAN, OR IN ADDITION TO, THE REPRESENTATIONS OR PROMISES OF THIS LICENSE.

     11.  WAIVER.  No waiver of any right under this Agreement shall be effective unless in writing, signed by a duly authorized representative of the party to be bound.  No waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under this Agreement.

     12.  SEVERABILITY.  If any provision in this License is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain unaffected.

     13.  EXPORT. Regardless of any disclosure made by you to "VSN" of an ultimate destination of the Program, you will not export or transfer, whether directly or indirectly, the Software, or any portion thereof, or any system containing such Software or portion thereof, without first complying strictly and fully with all export controls that may be imposed on the Software by the country or organization of nations within whose jurisdiction you operate or do business.  

     14.  OTHER.  Those terms which by their nature extend beyond termination of this Agreement shall survive and remain in effect until all obligations are satisfied.  The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.


                         LIMITED WARRANTY

MEDIA.  "VSN" warrants the physical media of RiteHere software and documentation (referred to in this limited warranty as the "Software") against physical defects for a period of 90 days from installation or purchase, whichever is later.  Your sole remedy for defective media is replacement.

SOFTWARE.  The Software is provided "AS IS" and without warranty of an kind.  Nevertheless, if Software fails to conform substantially to the specifications in the documentation accompanying the Software and if the nonconformity is reported in writing by you to "VSN" within 90 days from the date that the Software is purchased, "VSN" will either remedy the nonconformity or offer to refund any license fees paid by you upon return of all copies of the Software and documentation to "VSN", and this shall be Your sole remedy

THE SOFTWARE IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE OR RESALE FOR ON-LINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR AIRCRAFT COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENT DAMAGE.

DISCLAIMER.  EXCEPT AS OTHERWISE RESTRICTED BY LAW, "VSN" MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS LIMITED WARRANTY.  "VSN" DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE.  "VSN" DOES NOT WARRANT THAT THE SOFTWARE OR ASSOCIATED DOCUMENTATION WILL SATISFY YOUR REQUIREMENTS OR THAT THE SOFTWARE AND DOCUMENTATION ARE WITHOUT DEFECT OR ERROR OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED.  Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.  This warranty gives you specific legal rights which vary from state to state.

LIMITATION OF LIABILITY.  EXCEPT AS OTHERWISE RESTRICTED BY LAW, "VSN"'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO YOUR USE OF THE SOFTWARE, ASSOCIATED DOCUMENTATION OR ANY SERVICES PROVIDED BY "VSN" AND/OR ITS AGENTS IS LIMITED TO THE TOTAL OF ALL PAYMENTS MADE BY OR FOR YOU FOR THE SOFTWARE AND DOCUMENTATION.  NEITHER "VSN" NOR ANY OF ITS LICENSORS, EMPLOYEES, OR AGENTS SHALL IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.  NEITHER "VSN" NOR ANY OF ITS LICENSORS, EMPLOYEES, OR AGENTS IS RESPONSIBLE FOR LOST PROFITS OR REVENUE, LOSS OF USE OF SOFTWARE, LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, OR THE COST OF ANY SUBSTITUTE EQUIPMENT OR PROGRAM.  Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

