END USER LICENSE AGREEMENT FOR SLICKEDIT(R) 2009

IMPORTANT


THIS IS A LEGAL AGREEMENT BETWEEN YOU ("You" or "Your")
AND SLICKEDIT INC. ("SlickEdit"). SLICKEDIT IS WILLING TO
LICENSE THE SLICKEDIT 2009 SOFTWARE ("Software") ONLY UPON
THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN
THIS SOFTWARE LICENSE AGREEMENT ("Agreement"). PLEASE READ
THE TERMS CAREFULLY BEFORE COMPLETING THE INSTALLATION
PROCESS, COPYING OR OTHERWISE USING THE SOFTWARE. BY
INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE,
YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND
AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF
YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT
USE AND/OR INSTALL THE SOFTWARE.

1. Software License.

(a) License Grant.


    (i)     SlickEdit grants to You a nonexclusive,
    nontransferable license to use the Software, and any
    accompanying documentation ("Documentation") solely
    for Your own internal business needs pursuant to the
    terms and conditions of this Agreement. This license
    to use the Software is conditioned upon Your compliance
    with the terms of this Agreement.

    (ii)    One individual ("User") is authorized to
    use the Software according to the terms of this
    Agreement. Unless expressly stated otherwise, the
    Software may not be separated for use by more than the
    one individual authorized to use the Software. Your
    use of the Software is limited to the licensing option
    purchased by You and indicated by the part number
    on Your invoice.  Each licensing option is defined
    as follows.


                (1) Named User License.  Software provided
                to You under this option may only
                be installed on any computer owned or
                controlled by You, but in no event shall
                the Software be (i) used by any person
                other than You and (ii) used on more than
                one computer at the same time.

                (2) Concurrent User License.  Software
                provided under this option may be installed
                on and processed by the server computer
                located at a site indicated on the invoice,
                and may be installed on and simultaneously
                processed by the number of workstation
                and/or personal computers ("Concurrent
                Users") indicated on the invoice, which
                have electronic access to the server
                computer located at any site indicated on
                the invoice and which are accessing the
                same data concurrently from more than one
                computer up to the predefined limit.

                (3) Subscription.  Software provided to You
                under this option may only be installed on
                any computer owned or controlled by You,
                but in no event shall the Software be (i)
                used by any person other than You and
                (ii) used on more than one computer at
                the same time.

    (iii)  Slick-C(R) Code.  You may modify the Slick-C
    Macro Code ("Slick-C Code") included in the Software
    solely for the purposes of designing, developing
    and testing applications developed using SlickEdit
    software programs; provided, however, You are permitted
    to copy and distribute the Slick-C Code (modified or
    unmodified) only if all of the following conditions
    are met: (1) You distribute the compiled object Slick-C
    Code with Your application; (2) You do not include the
    Slick-C Code in any product or application designed
    for software development; and (3) You do not use the
    SlickEdit name, logos or other SlickEdit trademarks
    to market Your application. You agree to indemnify,
    hold harmless and defend SlickEdit from and against any
    loss, damage, claims or lawsuits, including attorney's
    fees, that arise or result from the use or distribution
    of Your application.


(b)  Trial License.  If You have acquired a trial version
of the Software, the Software is for evaluation use
only. Your trial version will cease operation after a
period of 15 days from the date You submit a request for
a trial license key using the online request form on the
SlickEdit website. This Agreement will terminate after such
period unless extended by SlickEdit upon Your acquisition
of a full retail license.  Trial versions may contain
limited functionality and are to be used for evaluation
purposes only. YOUR USE OF TRIAL SOFTWARE IS AT YOUR OWN
RISK. SEE SECTIONS 4(b) AND 5 for WARRANTY DISCLAIMERS
AND LIABILITY LIMITATIONS WHICH GOVERN TRIAL SOFTWARE.

(c)  Not-For-Resale License.  If You have acquired a
Not-For-Resale version of the Software, the Software will
time-out and cease to operate after a limited period of
time (the "Time-Out") and Your right to use the Software
and this License Agreement shall terminate upon the
occurrence of the Time-Out.  YOUR USE OF NOT-FOR-RESALE
SOFTWARE IS AT YOUR OWN RISK.  SEE SECTIONS 4(b) AND 5
for WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS WHICH
GOVERN NOT-FOR-RESALE SOFTWARE.

(d) Subscription License.  If you have acquired a
subscription license version of the Software, the term of
this Agreement shall commence on the date You purchase a
one year subscription and shall continue for a period of
one year thereafter. Unless You renew Your subscription
prior to the expiration of the current subscription
period, this Agreement shall expire.  If You renew Your
subscription, then the term of such renewal shall commence
on the day after the expiration of the prior subscription
period and continue for one year thereafter.

2. Restrictions.  You may not transfer the Software to
another entity or person. Any such transfer terminates Your
license under this Agreement. Except with respect to the
Slick-C Code as expressly set forth in Section 1(a)(iv),
You shall not (i) modify, translate, reverse engineer
or reverse compile in whole or in part the Software,
(ii) rent, sell, time-share, lease, sublicense, transfer,
publish, disclose, display or otherwise make available the
Software or copies thereof to others and (iii) copy the
Software except as provided herein. You shall not tamper
with, bypass or alter any security features of the Software
or attempt to do so. You agree that SlickEdit may audit
Your use of the Software for compliance with these terms
at any time, upon reasonable notice. In the event that
such audit reveals any use of the Software by You other
than in full compliance with the terms of this Agreement,
You shall reimburse SlickEdit for all reasonable expenses
related to such audit in addition to any other liabilities
You may incur as a result of such non-compliance.

3. Intellectual Property Ownership.  The license of
the Software is not a sale. Title, ownership rights,
and intellectual property rights in and to the Software
and Documentation shall remain in SlickEdit. You agree to
abide by the copyright laws and all other applicable laws
of the United States. You acknowledge that the Software
in source code remains a confidential trade secret of
SlickEdit. Failure to comply with the above restrictions
will result in automatic termination of this license and
will make available to SlickEdit other legal remedies. You
may not disclose any of SlickEdit's proprietary or trade
secret information relating to the Software to any third
party. You agree to secure and protect the Software,
Documentation and copies thereof in a manner consistent
with the maintenance of SlickEdit's rights therein and to
take appropriate action by instruction or agreement with
Your employees or consultants who are permitted access to
the Software to satisfy Your obligations hereunder. You
may make one copy of the Software for backup or archival
purposes in support of Your permitted use of the Software.

4. WARRANTY; DISCLAIMER.

(a) Performance Warranty.  Company warrants that the
Software will perform substantially in accordance with its
Documentation for 30 days after the date of receipt. Your
exclusive remedy under the preceding section is to return
the Software to the place You acquired it, with a copy of
Your receipt and a description of the problem. Provided
that any non-compliance with the above warranty is
reported in writing to SlickEdit no more than thirty
(30) days following delivery to You, SlickEdit will
use reasonable commercial efforts to supply You with
a replacement copy of the Software that substantially
conforms to the documentation, provide a replacement for
defective media, or refund to You Your purchase price
for the Software, at its option. SlickEdit shall have no
responsibility if the Software has been altered in any way,
if the media has been damaged by misuse, accident, abuse,
modification or misapplication, or if the failure arises
out of use of the Software with other than a recommended
hardware configuration. Any such misuse, accident, abuse,
modification or misapplication of the Software will void
the warranty above. THIS REMEDY IS THE SOLE AND EXCLUSIVE
REMEDY AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED
WARRANTIES WITH RESPECT TO THE SOFTWARE. THIS LIMITED
WARRANTY DOES NOT APPLY TO UPDATES, EVALUATION, TRIAL,
OR NOT FOR RESALE COPIES OF SOFTWARE.

(b) DISCLAIMER.  EXCEPT AS EXPRESSLY SET FORTH IN
SECTION 4(a) ABOVE, SLICKEDIT MAKES NO OTHER WARRANTIES,
EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND
DOCUMENTATION AND SPECIFICALLY DISCLAIMS THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. SLICKEDIT DOES NOT WARRANT THAT THE OPERATION
OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE
UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED
HEREIN. THE SOFTWARE IS NOT DESIGNED, INTENDED OR
LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING
FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION,
THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF
NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION
SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS
SYSTEMS. SLICKEDIT SPECIFICALLY DISCLAIMS ANY EXPRESS OR
IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.

(c) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
SLICKEDIT, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES
SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE
OF ANY WARRANTY PROVIDED HEREIN.

(d) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO
YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND
YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE
TO STATE.

5.  LIMITATION OF LIABILITY.

(a) NEITHER SLICKEDIT NOR ITS SUPPLIERS SHALL BE LIABLE
TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES
(INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY
TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS
OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING
OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE
AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF
CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE),
SOFTWARE LIABILITY OR OTHERWISE, EVEN IF SLICKEDIT OR
ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS
FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(b) SLICKEDIT'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES
FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER
OF $299 OR THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT
CAUSED SUCH DAMAGE.

6. Notice to Government End Users.  The Software and
its Documentation are "commercial computer software"
and "commercial computer software documentation",
respectively, and are provided with RESTRICTED RIGHTS under
Federal Acquisition Regulations and agency supplements to
them. Use, duplication or disclosure by the U.S. Government
is subject to restrictions as set forth in subparagraph
(c)(1)(ii) of the Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013 et seq. and DFARS
252.227-7015, and subparagraphs (a) through (d) of the
Commercial Computer Software Restricted Rights at FAR
52.227- 19, as applicable, or similar clauses in the NASA
FAR Supplement. Manufacturer is SlickEdit Inc. 3000 Aerial
Center Pkwy, Suite 120, Morrisville, NC 27560.

7. Term; Termination.  The term of this Agreement shall
continue in perpetuity unless terminated earlier as
provided herein.  You may terminate this Agreement
at any time by destroying or erasing Your copy of
the Software. SlickEdit may terminate this Agreement
immediately and without notice if You fail to comply with
any term or condition of this Agreement. In the event of
termination of this Agreement, all the sections of this
Agreement will survive except for Sections 1 and 4(a).

8. Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of North
Carolina, U.S.A., without reference to conflicts of laws
provisions or the 1980 U.N. Convention on Contracts for the
International Sale of Goods and, as to matters affecting
copyrights, trademarks and patents, by U.S. federal
law. Any dispute with respect to this Agreement shall be
brought and heard either in the North Carolina state courts
located in Wake County, North Carolina, or the federal
district court for the Eastern District of North Carolina
located in Raleigh, North Carolina. In such event, the
parties to this Agreement each consent to the in personam
jurisdiction and venue of such courts. The parties agree
that service of process upon them in any such action
may be made if delivered in person, by courier service,
by telegram, by telefacsimile or by first class mail,
and shall be deemed effectively given upon receipt.

9. Miscellaneous.  This Agreement sets forth the
entire agreement between You and SlickEdit pertaining
to the licensing of the Software, and supersedes in
its entirety any and all written or oral agreements
previously existing between the parties with respect to
such subject matter. If any provision of this Agreement
is held invalid or unenforceable, such provision shall
be revised to the extent necessary to cure the invalidity
or unenforceability, and the remainder of this Agreement
shall continue in full force and effect. In the event
of any conflict between any provision of this Agreement
and any applicable law, the provision or provisions of
this Agreement affected shall be modified to remove such
conflict and permit compliance with such law and as so
modified this Agreement shall continue in full force and
effect. This Agreement may not be assigned without the
written consent of SlickEdit.



