END-USER LICENSE AGREEMENT for Keterex, Inc.

IMPORTANT:  READ CAREFULLY
BEFORE AGREEING TO TERMS

THIS PRODUCT CONTAINS CERTAIN COMPUTER PROGRAMS AND OTHER THIRD PARTY PROPRIETARY MATERIAL ("LICENSED PRODUCT"), THE USE OF WHICH IS SUBJECT TO THIS END-USER LICENSE AGREEMENT.  INDICATING YOUR AGREEMENT CONSTITUTES YOUR AND (IF APPLICABLE) YOUR COMPANY'S ASSENT TO AND ACCEPTANCE OF THIS END-USER LICENSE AGREEMENT (THE "LICENSE" OR "AGREEMENT").  IF YOU DO NOT AGREE WITH ALL OF THE TERMS, YOU MUST NOT USE THIS PRODUCT. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, AND NO SOLICITATION OF SUCH WRITTEN APPROVAL BY OR ON BEHALF OF KETEREX, INC. ("KETEREX") SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY.  IF THESE TERMS ARE CONSIDERED AN OFFER BY KETEREX, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

LICENSE AND WARRANTY:  The Licensed Product and the embedded Software which is made the subject of this License is either the property of KETEREX or a third party from whom KETEREX has the authorization to distribute to you subject to the terms of this Agreement.   This Licensed Product is protected by state, federal, and international copyright law.  Although KETEREX continues to own the Licensed Product and the right to distribute the embedded third party Software, you will have certain rights to use the Licensed Product and the embedded Software after your acceptance of this License.  Except as may be modified by a license addendum which accompanies this License, your rights and obligations with respect to the use of this Product and the embedded software are as follows:

1. YOU MAY NOT:  (A) Sublicense, assign, rent or lease any portion of the Licensed Product or the embedded Software; (B) Reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Licensed Product or embedded Software, or modify or create derivative works from the Licensed Product or embedded Software; or, (C) Remove any product identification, copyright or other notices that appear on the Licensed Product or embedded Software.


2. Warranty:  KETEREX does not warrant that the Licensed Product or embedded Software will meet your requirements or that operation of the Licensed Product will be uninterrupted or that the embedded Software will be error-free.  You agree that the Licensed Product is provided "AS IS" and that KETEREX makes no warranty as to the Licensed Product or embedded Software.  KETEREX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, RELATED TO THE SOFTWARE, ITS USE OR ANY INABILITY TO USE IT, THE RESULTS OF ITS USE AND THIS AGREEMENT.
   YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.


3. Disclaimer of Damages:  IN NO EVENT WILL KETEREX BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED PRODUCT EVEN IF KETEREX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
   IN NO CASE SHALL KETEREX'S LIABILITY EXCEED THE PURCHASE PRICE FOR THE LICENSED PRODUCT.  The disclaimers and limitations set forth above will apply regardless of whether you accept the Licensed Software.


4. Term and Termination:  The term of this Agreement and the License granted herein shall begin upon use of the Licensed Product and continue in perpetuity unless you breach any of the obligations set out under this Agreement.  Upon your breach of this Agreement by you, the license granted hereunder shall terminate immediately and you shall cease all use of the Licensed Products and return same as well as any copies of the Licensed Product and/or embedded Software to KETEREX immediately.  Termination of this License upon your breach is only one remedy available to KETEREX.  In addition to termination of this Agreement upon your breach, KETEREX shall be entitled to seek any and all other available remedies, at law or at equity, arising from your breach.


5. Export:  You shall comply with all applicable federal, provincial, state and local laws, regulations and ordinances including but not limited to applicable U.S. Export Administration Laws and Regulations.  You shall not export or re-export, or allow the export or re-export of the Licensed Product, any component of the Licensed Product, or any copy of the embedded Software in violation of any such restrictions, laws or regulations, or to Cuba, Libya, North Korea, Iran, Iraq, or Rwanda or to any Group D:1 or E:2 country (or any national of such country) specified in the then current Supplement No. 1 to Part 740, or, in violation of the embargo provisions in Part 746, of the U.S. Export Administration Regulations (or any successor regulations or supplement), except in compliance with and with all licenses and approvals required under applicable export laws and regulations, including without limitation, those of the U.S. Department of Commerce.


6. General:  This Agreement will be governed by the laws of the State of Texas and any applicable federal laws or regulations. The waiver by either Party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.  This Agreement constitutes the complete and exclusive statement of the mutual understanding between you and KETEREX with respect to this subject matter herein.  This Agreement may only be modified by a written addendum, which has been signed by both you and KETEREX.