PRODUCT LICENSE AGREEMENT
IMPORTANT!  READ CAREFULLY BEFORE INSTALLING THIS SOFTWARE.

1^st June, 2006

This License Agreement ("Agreement") is a legal agreement between you (the "Licensee" or "you") and David Carlson & Associates, Inc. ("Owner"), for the license of hyperModel (the "Product"). Read this Agreement before breaking the seal on the Product media package, clicking on the "Accept" button, entering "Yes" in response to the electronic license agreement inquiry, installing, electronically downloading, or executing the Product. Any of the above actions indicate that you as the Licensee accept, and agree to be bound by, the terms of this Agreement.  If you do not agree to the terms of this Agreement, do not install or use the Product.

1.        GRANT OF LICENSE.  Subject to the terms and conditions of the Agreement, Owner hereby grants to Licensee a nonexclusive license to use, solely for the Licensee's internal business purposes, the enclosed Product and development process documentation. Licensee may use any enclosed documentation solely to support such use of the Product. Licensee may not rent, lease, or use the Product in a service bureau or application service provider capacity, unless Licensee has obtained a license to do so and has paid appropriate fees to Owner.

2.        PRODUCT LICENSE TYPES.

2.1.    Single-User license.  The Product may be installed on individual workstation(s) used directly by Licensee.

3.        TITLE AND PROPRIETARY INFORMATION.   Except for the limited license granted herein, all right, title and interest, including all intellectual property rights, to the Product and all related documentation and materials, is retained by Owner.  Licensee acknowledges that the Product was developed by Owner at great expense and contains valuable trade secrets of Owner.  Licensee agrees to preserve the confidential nature of Owner's trade secrets and the proprietary information contained in the Product by using it solely in accordance with, and for the purpose of, this Agreement and not disclosing it to third parties for any reason without the express written consent of Owner.

4.        RESTRICTIONS.  Licensee shall not modify, adapt, emulate, translate, reverse engineer, decompile, or disassemble the Product or its protection or attempt to discover its source code. Licensee may not distribute or transfer the Product or copies to third parties without the written agreement of Owner. Licensee agrees to notify its employees and agents who may have access to the Product of the restrictions contained in this Agreement and to insure their compliance with these restrictions. Violation of this Section will allow Owner to immediately terminate this Agreement.

5.        TERM AND TERMINATION.  The Product license shall be valid from the date installed by Licensee and is perpetual unless terminated by: (a) mutual consent; (b) Licensee's election; or (c) Owner upon Licensee's failure to cure a material breach of this Agreement within thirty (30) days of receipt of written notice of breach, or immediately upon written notice if the breach by its nature is incurable. On termination of the License, Licensee must immediately cease using and destroy all copies of the Product and all associated documentation in its possession or control. All provisions of this Agreement that are capable of surviving termination will so survive.

6.        ASSIGNMENTS AND TRANSFERS.  Licensee's right to use the Product under this License may not be assigned, sublicensed, re-marketed or otherwise transferred, voluntarily or otherwise, without the prior written approval of Owner. The rights granted herein are for use solely by Licensee.

7.        UPGRADES AND SUPPORT.  If this software is an upgrade of a version of the Product that you previously acquired, you have not acquired two different rights to use this software and its earlier version; this upgrade and the earlier version together constitute a single licensed copy of the Product. Use of improvements, modifications, enhancements, updates to the Product shall be governed by the terms and conditions of this Agreement. This Agreement does not grant Licensee rights to any improvements, modifications, enhancements, updates to the Product, or other support services. Support services may be purchased separately from Owner.

8.        GOVERNMENT RIGHTS.  If the Product is licensed by or on behalf of a unit or agency of the United States or any other government, the licensee agrees that the Product is "commercial computer software", "commercial computer software documentation" or similar term and that, absent a written agreement to the contrary, the licensee's rights with respect to The Product are limited by the terms of this Agreement.

9.        WARRANTY DISCLAIMER.  THE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.  FURTHER, OWNER DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE PRODUCT OR THAT IT IS ERROR FREE.

10.     LIMITATION OF LIABILITY.  THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCT IS ASSUMED BY LICENSEE.  OWNER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, RELIANCE, INCIDENTAL, SPECIAL, DIRECT OR INDIRECT DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, OR BUSINESS INFORMATION, OR FOR BUSINESS INTERRUPTION, PERSONAL INJURY OR ANY OTHER LOSSES UNDER ANY LEGAL THEORY INCLUDING CONTRACT, TORT AND/OR STRICT PRODUCT LIABILITY), ARISING FROM, OR IN CONNECTION WITH, THE LICENSEE'S USE OR INABILITY TO USE THE PRODUCT, EVEN IF OWNER HAS BEEN FIRST ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES OR LOSSES.  THE ENTIRE LIABILITY OF OWNER IS LIMITED TO ANY AMOUNT ACTUALLY PAID FOR THE PRODUCT.  SOME STATES OR JURISDICTIONS EITHER LIMIT OR DO NOT PERMIT EXCLUSIONS OR LIMITATIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.  IN THOSE JURISDICTIONS, THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  THIS SECTION DOES NOT LIMIT THE LIABILITY FOR BODILY INJURY.

11.     SEVERABILITY / GOVERNING LAW.  Should any provision of this Agreement be deemed by a court of competent jurisdiction to be invalid, ineffective, unenforceable, or unlawful, under present or future laws, the remainder of the provisions will remain in full force and effect and will in no way be affected, impaired or invalidated. This Agreement is governed by the laws of the State of Colorado, without regard to its conflicts of laws provisions and without regard to the U.N. Convention on Contracts for the International Sale of Goods. Licensee agrees that the sole venue for any dispute arising hereunder will be proper in the applicable state or federal court sitting in the State of Colorado and Licensee hereby consents to the exclusive jurisdiction of such courts.

12.     ENTIRE AGREEMENT.  Licensee acknowledges it has read this Agreement and agrees that it is the complete and exclusive statement of the agreement between the parties, and that this Agreement supersedes all prior proposals and understandings, oral and written, relating to the subject matter of this Agreement.  This Agreement may not be modified except in a written instrument signed by both parties.