This Software License Agreement ("Agreement") is made and effective this ____________________ by and between Vermont Database Corporation, a Vermont Corporation ("Developer") and ____________________ ("Licensee").


Developer has developed and licenses to users its software program marketed under the name RC21 Server Release 8.1 (the "Software").


Licensee desires to utilize a copy of the Software.


NOW, THEREFORE, in consideration of the mutual promises set forth herein, Developer and Licensee agree as follows:



Developer hereby grants to Licensee a perpetual, non-exclusive license to DO ONLY THE FOLLOWING:


A. Install and maintain the Software on one computer one time.


B. Make one copy in machine-readable form solely for backup or archival purposes for the computer on which the Software is installed.?The Software is protected by copyright law.?As an express condition of this License, the Licensee must reproduce on the copy Licensor's copyright notice and any other proprietary legends on the original copy supplied by the licensor.


C. Transfer the Software and all rights under this License to another party together with a copy of this License and all written materials accompanying the Software, provided (i) Licensee written notice of the transfer (including in such notice the identity of the transferee), and (ii) the other party reads and agrees to accept the terms and conditions of this license.



Licensee shall not modify, copy, duplicate, reproduce, license or sublicense the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of Developer; provided that Licensee may make one copy of the Software for backup or archival purposes.?Software contains trade secrets.?Licensee may NOT decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human readable form.?THE LICENSEE MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE, OR OTHERWISE ASSSIGN OR TRANSFER THE SOFTWARE OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF, ESCEPT AS EXPRESSLY PROVIDED IN 1.C. ABOVE.


3.?Licensee-Contributed Code.

Licensee grants licensor a perpetual nonexclusive license to use and redistribute any source code changes contributed by licensee to be incorporated into Software (whether such contribution occurred before or after execution of this license).


4.?Protection and Security

The End-User agrees to use its best efforts and to take all reasonable steps to safeguard the Software to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure ord istribution in whole or in part, in any form, shall be made. The End-User acknowledges that the Software contains valuable confidential information and trade secrets and that unauthorized use and/or copying are harmful to Licensor.



In consideration for the grant of the license and the use of the Software, Licensee agrees to pay Developer the sum of ____________________.


6.?Warranty of Title.

Developer hereby represents and warrants to Licensee that Developer is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this Agreement.?In the event of any breach or threatened breach of the foregoing representation and warranty, Licensee's sole remedy shall be to require Developer or to either:?i) procure, at Developer's expense, the right to use the Software, ii) replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach, or iii) refund to Licensee the full amount of the license fee upon the return of the Software and all copies thereof to Developer.


7.?Warranty of Functionality.

A.?For a period of twelve (12) months following delivery of the Software to Licensee (the "Warranty Period"), Developer warrants that the Software shall perform in all material respects according to the Developer's specifications concerning the Software when used with the appropriate computer equipment.?In the event of any breach or alleged breach of?this warranty, Licensee shall promptly notify Developer and return the Software to Developer at Licensee's expense.?Licensee's sole remedy shall be that Developer shall correct the Software so that it operates according to the warranty.?This warranty shall not apply to the Software if modified by anyone or if used improperly or on an operating environment not approved by Developer.


B.?In the event of any defect in the media upon which the Software is provided arising within thirty (30) days of the date of delivery of the Software, upon return to Developer of the Software upon the original media, Developer shall provide Licensee a new copy of the Software.


8.?Software Maintenance.

A.?Standard maintenance.?During the Warranty Period, Developer shall provide to Licensee any new, corrected or enhanced version of the Software as created by Developer.?Such enhancement shall include all modifications to the Software which increase the speed, efficiency or ease of use of the Software, or add additional capabilities or functionality to the Software, but shall not include any substantially new or rewritten version of the Software.


B.?Optional maintenance.?After expiration of the Warranty Period, Licensee may continue to receive maintenance support for successive twelve (12) month periods.?The charge for such optional maintenance support shall be Developer's regular list price for maintenance and support for the Software as published from time to time by Developer.?Licensor shall notify Developer in writing if it desires to receive optional maintenance.?If Licensee fails to take optional maintenance and later elects to receive it, Developer reserves the right to charge Licensee its maintenance fees for the period of the lapse in maintenance.?Developer may elect to discontinue maintenance at any time upon notice to Licensee, and refund of any then unearned maintenance fees.



Payment of the license fee shall be made upon delivery of the Software.?Payment of any other amount owed by Licensee to Developer pursuant to this Agreement shall be paid within thirty (30) days following invoice from Developer.?In the event any overdue amount owed by Licensee is not paid following ten (10) days written notice from Developer, then in addition to any other amount due, Developer may impose and Licensee shall pay a late payment charge at the rate of one percent (1%) per month on any overdue amount.



In addition to all other amounts due hereunder, Licensee shall also pay to Developer, or reimburse Developer as appropriate, all amounts due for property tax on the Software and for sales, use, excise taxes or other taxes which are measured directly by payments made by Licensee to Developer.?In no event shall Licensee be obligated to pay any tax paid on the income of Developer or paid for Developer's privilege of doing business.


11.?Warranty Disclaimer.



12.?Limitation of Liability.

Developer shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether Developer was advised of the possibility of such losses in advance.?In no event shall Developer's liability hereunder exceed the amount of license fees paid by Licensee, regardless of whether Licensee's claim is based on contract, tort, strict liability, product liability or otherwise.



Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.?


?If to Developer:

?Vermont Database Corporation

?400 Upper Hollow Hill Road

?Stowe VT?05672 USA


?If to Licensee:?


?[Licensee's Address]



14.?Governing Law.

This Agreement shall be construed and enforced in accordance with the laws of the state of Vermont.


15.?No Assignment.

Neither this Agreement nor any interest in this Agreement may be assigned by Licensee without the prior express written approval of Developer.


16.?Final Agreement.

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof.?This Agreement may be modified only by a further writing that is duly executed by both parties.



If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.



Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.


IN WITNESS WHEREOF, Developer and Licensee have executed this Software License Agreement on the day and year first above written.



?/span>Vermont Database Corporation ____________________



?/span>By: ______________________________ ____________________

?/span> John Elkins ____________________

?/span> CEO?____________________