USER LICENSE AGREEMENT Limited Use Charlton Woolard (hereafter referred to as "Developer") hereby grants you a limited, non-exclusive license to use "SmartBroker" software program (hereafter the "Software"), as well as the diskette ("Diskette") and the printed documentation ("Documentation") contained in the accompanying binder, in the manner described in this Agreement. The Software and Documentation are copyrighted and all rights are reserved to "Developer" or the parties under whose license "Developer" provides the Software (the "Software Originators"). This version of the Software is shareware and may be freely distributed on bulletin boards, online services, and CD-ROM's. The user may evaluate the Software without charge for no more than thirty days; use beyond thirty days requires payment to the Developer. Any other rights beyond those mentioned here to copy, duplicate, modify, adapt or lend, sell, or otherwise transfer the Software, Diskette or Documentation remain with the Developer. Further, after payment the license of the Software is personal to you and may not be sublicensed or otherwise transferred to any third party. You are granted no right to use the source code of the Software in any manner. Database Information The Software enables you to access information from various databases ("Database Information"). The Database Information is owned by certain other companies and entities, including but not limited to various securities markets, such as stock exchanges, and their affiliate (collectively, "Information Suppliers"), and is protected by copyright. The Database Information is provided solely for your personal use, and may not be copied (except in connection with your personal, non-commercial use of the Software), retransmitted, sold or distributed in any way by you. The Database Information is transmitted to you by certain entities hereafter referred to as the "Information Transmitters." Limited Warranty, Limitation of Liability "Developer" warrants to you that the Diskette (i.e., the magnetic media on which the Software is recorded) and the Documentation will be free from defects in materials and workmanship for a period of ninety (90) days from the date of delivery to you, as evidenced by a copy of your receipt (the "Delivery Date"). "Developer" also warrants to you that the Software will perform substantially in accordance with the Documentation for a period of three (2) years from the Delivery Date, when used as directed. THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES (INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE) REGARDING THE SOFTWARE. DISKETTE OR DOCUMENTATION, EXCEPT ANY IMPLIED WARRANTIES WHICH CANNOT BE DISCLAIMED UNDER APPLICABLE LAW ANY SUCH IMPLIED WARRANTIES COVERING THE DISKETTE ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DELIVERY DATE. ANY SUCH IMPLIED WARRANTIES COVERING THE SOFTWARE OR DOCUMENTATION ARE LIMITED IN DURATION TO TWO (2) YEARS FROM THE DELIVERY DATE. "Developer" does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free. The foregoing warranties do not apply if you mishandle, alter or improperly use or store the Software, Diskette, and/or Documentation. Although changes or improvements to the Software, Diskette, and/or Documentation may be made, "Developer" will be under no obligation to provide the to you. "Developer" is not responsible for problems caused by change in the operating characteristics of computer hardware or computer operating systems which are made after the release of the Software. No action for any breach of the above warranties may be commenced more than one (1) year following the expiration date of the applicable warranty. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY IS THAT "Developer", AT ITS OPTION, EITHER WILL REFUND YOUR REPAYMENT FOR THE SOFTWARE UPON YOUR RETURN OF THE DOCUMENTATION DISKETTE, AND COPIES (IF ANY), OR WILL TAKE ONE OF THE FOLLOWING ACTIONS: If the Diskette is not as warranted, "Developer" will replace it on an exchange basis without charge. If the Documentation is not as warranted, "Developer" will replace any defective pages or supply addenda on an exchange basis without charge. If the Software does not perform as warranted, "Developer" will replace it with a new copy of the Software on an exchange basis without charge. In addition to the foregoing warranties, if for any reason you are not satisfied with the Software, you may return the Documentation, Diskette and all copies (if any) made therefrom to "Developer" within thirty (30) days of the Delivery Date and "Developer" will refund your payment. Such a return will terminate all your rights to use the Software. THE DATABASE INFORMATION ACCESSIBLE WITH THE SOFTWARE IS PROVIDED "AS IS." THERE MAY BE DELAYS, OMISSIONS OR INACCURACIES IN THE DATABASE INFORMATION. THERE IS NO WARRANTY OR MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR USE, AND NO OTHER WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING THE DATABASE INFORMATION. ACCORDINGLY, THE ENTIRE RISK AS TO THE ACCURACY, TIMELINESS, COMPLETENESS AND CORRECT SEQUENCING OF THE DATABASE INFORMATION IS ASSUMED BY YOU. SHOULD ANY SUCH INFORMATION PROVE DEFECTIVE, YOU (AND NOT "Developer", THE INFORMATION SUPPLIERS, THE INFORMATION TRANSMITTERS OR ANY OTHER THIRD PARTY) ASSUME THE ENTIRE RESPONSIBILITY FOR ITS USE AND ITS CORRECTION. IN NO EVENT WILL "Developer", THE SOFTWARE ORIGINATORS, THE INFORMATION SUPPLIERS, OR THE INFORMATION TRANSMITTERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY TRADING LOSSES, LOST PROFITS, LOST DATA, OR OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES, EVEN IF SUCH DAMAGES OR LOSSES RESULT FROM A BREACH OF ANY WARRANTY OR IF "Developer" HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES RESULTING FROM A BREACH OF ANY WARRANTY YOU AGREE THAT YOU WILL HAVE SOLE AND COMPLETE RESPONSIBILITY FOR ANY DECISIONS MADE OR ACTIONS TAKEN BY YOU IN RELIANCE UPON THE SOFTWARE, DOCUMENTATION AND/OR DATABASE INFORMATION. YOU AGREE THAT THE LIABILITY OF "Developer", THE SOFTWARE ORIGINATORS, THE INFORMATION SUPPLIERS AND THE INFORMATION TRANSMITTERS, ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN ANY WAY CONNECTED WITH SMARTBROKER, WILL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE SOFTWARE. Some states do not allow limitations on how long an implied warranty lasts, or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. No Advice By accepting this Agreement you acknowledge that the Software is intended only to be a computation aid and that neither it nor the Database Information accessible through its use is intended to supply investment, tax or legal advice. You acknowledge and agree that if you need such advice you should consult with professional advisors, and that you will not use or rely on the Software or Database Information to supply or substitute for such advice. You acknowledge that changes in the tax laws or other laws may render the Software obsolete as a computational aid. Trade Secrets You acknowledge that the Software contains trade secrets of "Developer" and/or the Software Originators. You agree to take all steps necessary to protect the Software. Documentation and Diskette, as well as any copies thereof, from disclosure, and specifically agree not to decompile, disassemble or reverse engineer all or any part of the source code of the Software from the object code or other information provided to you under this Agreement. Termination If you violate any item of use set forth above, this Agreement and the license provided hereunder will be terminated, and you agree to return the Documentation, Diskette and all copies (if any) made therefrom to "Developer" at the address below. Your obligations under the Agreement will remain in effect until you have returned all those materials. You may voluntarily terminate the license by similarly returning the documentation, Diskette and all copies to "Developer". If the license is terminated automatically, or voluntarily more than thirty (30) days after the Delivery Date, you will not be entitled to any refund or return of sent materials from "Developer". General You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms. The agreement between you and "Developer" regarding the Software, Diskette and Documentation consists solely of this User License Agreement. The agreement does not include any other prior or contemporaneous promises, representations or descriptions regarding the Software, Diskette, Documentation, and/or Database Information, even if they are contained in materials provided by "Developer".