Xi Graphics, Inc. Software License Agreement

1. Definition. The Software Product is licensed (not sold) to you, and
Xi Graphics, Inc. owns all copyright, trade secret, patent, and other
proprietary rights in the software product. The term Software Product
includes all copies of the computer program and documentation.

2. License

a. Authorized Use. Xi Graphics grants you a nonexclusive single-user
license to use the Software Product on a single desktop/laptop
computer. You may make a reasonable number of copies of the Software
Product's computer program for back-up purposes only.

b. Restrictions. You may not: (1) copy (other than for back-up
purposes), distribute, rent, sublicense all or any portion of the
Software Product; (2) modify or prepare derivative works of the
Software Product; (3) transmit the Software Product over a network by
telephone or electronically using any means; or (4) reverse engineer,
decompile, or disassemble the Software Product. You agree to keep
confidential and use your best efforts to prevent and protect the
contents of the Software Product from unauthorized disclosure or use.

c. Transfer. You may transfer the Software Product, but only if the
recipient agrees to accept the terms and conditions of the
agreement. If you transfer the Software Product, you must transfer all
computer programs and documentation and erase any copies residing on
computer equipment. Your license is automatically terminated if you
transfer the Software Product.

3. Limited Software Product Warranty. For 90 days from the date of
shipment we warrant that the media (for example, disks) on which the
Software Product is contained will be free from defects in materials
and workmanship. This warranty does not cover damage by improper use
or neglect. We do not warrant the contents of the Software Product or
that it will be error free. The Software Product is furnished "as is"
and without warranty as to the performance or results you may obtain
by using the Software Product. The entire risk as to the results and
performance of the Software Product is assumed by you. To obtain
warranty service during the 90-day warranty period you may return the
Software Product (postage paid) with a description of the problem to
Xi Graphics. The defective media on which the Software Product is
contained will be replaced at no additional charge to you.

4. Remedy. If you do not receive media which is free from defects in
materials and workmanship during the 90-day warranty period, you will
receive a refund for the amount you paid for the Software Product.

5. Disclaimer of Warranty and Limitations of Remedies

a. The warranties in this agreement replace all other warranties
expressed or implied, including warranties of merchantability or
fitness for a particular use. We disclaim and exclude all other
warranties. In no event will our liability of any kind include any
special, incidental, or consequential damages, including lost profits,
even if we have knowledge of the potential loss or damage.

b. We will not be liable for any loss or damage caused by delay in
furnishing a Software Product or any other performance under this
agreement.

c. Our entire liability and your exclusive remedies for our liability
of any kind (including liability for negligence except liability for
personal injury caused solely by our negligence) for the Software
Product covered by this agreement and all other performance or
nonperformance by us under or related to this agreement are limited to
the remedies specified by this agreement.

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 rights which vary
from state to state or country to country.

6. Termination. This agreement is effective until terminated. You may
terminate it at any time by destroying the Software Product, including
all computer programs and documentation, and erasing any copies
residing on computer equipment. This agreement also will terminate if
you do not comply with any terms or conditions of this agreement. Upon
such termination you agree to destroy the Software Product and erase
all copies residing on computer equipment.

7. US Government Restricted Rights. The Software Product is provided
to the Government only with restricted rights and limited rights. Use,
duplication or disclosure by the Government is subject to restrictions
set forth in FAR sections 52-227-14 and 52-227-19 or DFARS section
52.227-7013(C)(1)(ii) as applicable. Contractor/Manufacturer is Xi
Graphics, Inc.

Xi Graphics, Inc. 1801 Broadway, Ste. 1710, Denver, CO 80202
tel:+303.298.7478 fax:+303.298.1406


