PLEASE READ THIS AGREEMENT CAREFULLY

SOFTWARE LICENSE AGREEMENT

MONEYSPIRE INC. IS WILLING TO LICENSE THE ENCLOSED SOFTWARE (AS WELL AS UPDATES MONEYSPIRE INC. MAY FURNISH YOU FROM TIME TO TIME) AND DOCUMENTATION (THE "SOFTWARE") TO YOU ("YOU") ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT").  IF YOU ARE AN EMPLOYEE OR AGENT OF A COMPANY (THE "COMPANY") AND ARE ENTERING INTO THIS AGREEMENT TO OBTAIN THE SOFTWARE FOR USE BY THE COMPANY FOR ITS OWN BUSINESS PURPOSES, YOU HEREBY AGREE THAT YOU ENTER INTO THIS AGREEMENT ON BEHALF OF THE COMPANY AND THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE.  IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE.  IN SUCH CASE, UPON REMOVAL, DESTRUCTION AND/OR RETURN OF THE SOFTWARE, ANY AMOUNTS ALREADY PAID BY YOU SHALL BE REFUNDED BY MONEYSPIRE INC. OR THE RETAILER FROM WHICH YOU PURCHASED THE SOFTWARE.

1.	LICENSE.  Subject to the terms and conditions of this Agreement, MONEYSPIRE INC. hereby grants You a limited, non-exclusive, personal license to install, perform and use the Software, in machine-readable form only, solely for Your own personal use on all your computers in your household, or for internal business use on up to one (1) of Your computers in accordance with the instructions, specifications and documentation provided with the Software.  You may make one (1) copy of the Software only for backup and archival purposes, provided that You reproduce all copyright and other proprietary notices that are on the original copy of the Software.

2.	RESTRICTIONS.  You may not use or copy the Software, or any copy thereof, in whole or in part, except as expressly provided in this Agreement.  You may not modify, reproduce, create derivative works of, distribute, sell, resell, lend, loan, lease, license, sublicense or transfer (except as expressly provided herein) the Software or any portion thereof.  You may not reverse engineer, disassemble, decompile, or translate the Software, or otherwise attempt to derive the source code of the Software, or authorize any third party to do any of the foregoing, except to the extent allowed under any applicable law.  The Software contains trade secrets, trademarks, patents, and copyrights owned by MONEYSPIRE INC., and You shall maintain the Software in confidence.  You shall not allow any access to or use of the Software by anyone other than You, or Your employees or agents, and any such use must be consistent with the terms, conditions and restrictions set forth in this Agreement.  You may transfer the limited license granted herein solely in connection with the transfer of the Software, provided, however, that You deliver all copies of the Software to the transferee, that You do not keep any copies of the Software or related materials, and that the transferee is given a copy of this Agreement and acknowledges and agrees to be bound by its terms.  Any attempt to transfer any of the rights, duties or obligations hereunder not in accordance with the foregoing is null and void and without any force or effect.

3.	LICENSE FEES.  You are responsible for paying MONEYSPIRE INC. or the retailer from whom you purchased the Software, the specified fees, and applicable taxes, for the license of the Software.

4.	OWNERSHIP.  The Software is licensed, not sold, to You for Your use only under the terms of this Agreement, and MONEYSPIRE INC. reserves all rights not expressly granted to You.  You own the media, if any, on which the Software is recorded, but MONEYSPIRE INC. retains ownership of all copies of the Software itself.

5.	UPDATES/SUPPORT.  From time to time, MONEYSPIRE INC. may make new releases, revisions or enhancements to the Software ("Updates") available to You, which You may download and install, if any.  MONEYSPIRE INC. will provide You with support for the Software through the MONEYSPIRE INC. website.

6.	TERMINATION.  This Agreement will terminate immediately upon notice to You if You materially breach any term or condition of this Agreement.  You agree upon termination to promptly destroy the Software and all copies thereof.

7.	TRIAL.  If you are using the Software on a trial basis, and are authorized to do so, then You shall have a license under this Agreement to use the Software for the trial period indicated in the materials that accompany the Software solely for the purpose of evaluating the Software to determine whether to purchase an ongoing license to the Software.  During the trial period, the Software is provided to You "as is" and Your use is entirely at Your own risk.

8.	WARRANTY DISCLAIMER.  THE SOFTWARE IS PROVIDED TO YOU "AS IS" AND MONEYSPIRE INC. AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTILIABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MONEYSPIRE INC., ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES.

9.	LIMITATION OF REMEDIES.  REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL MONEYSPIRE INC. OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DATA SUPPLIED THEREWITH, EVEN IF MONEYSPIRE INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE.  IN NO EVENT SHALL THE LIABILITY OF MONEYSPIRE INC. EXCEED THE TOTAL AMOUNT RECEIVED BY MONEYSPIRE INC. FROM YOU UNDER THIS AGREEMENT.

10.	AUTHORITY AND INDEMNITY.  If You have entered into this Agreement on behalf of (or to facilitate the use of the Software by) a Company of which You are an employee or agent, You represent and warrant that You have the full corporate right, power and authority to enter into this Agreement on behalf of the Company, that this Agreement has been duly authorized by the Company and that this Agreement will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.  You hereby agree to indemnify and hold MONEYSPIRE INC. harmless from any and all claims, damages, losses and expenses (including, without limitation, attorney's fees) arising from any breach of this Section.

11.	U. S. GOVERNMENT END USERS. The Software is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212.  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth therein.

12.	EXPORT LAW.  The Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries.  You agree to strictly comply with all such laws and regulations and acknowledge that You have the responsibility to obtain such licenses to export, re-export or import as may be required.

13.	HIGH RISK ACTIVITY.  You acknowledge and agree that the Software is not intended for use with any high risk or strict liability activity, including, without limitation, air or space travel, technical building or structural design, power plant design or operation, life support or emergency medical operations or uses, and that MONEYSPIRE INC. makes no warranty and shall have no liability arising from any use of the Software in any high risk or strict liability activities.

14.	GENERAL.  This Agreement will be governed by the laws of the State of California in the United States of America, without regard to or application of any conflicts of law rules or principles.  The federal and state courts for Sacramento or Los Angeles County shall have exclusive jurisdiction over any disputes, claims or controversies arising out of or relating to this Agreement, and You hereby irrevocably waive any objection to the jurisdiction of such courts over any such dispute, claim or controversy.  If any provision of this Agreement is held to be unenforceable, that provision will be enforced to the extent permissible by law and the remaining provisions will remain in full force.  This Agreement is the complete and exclusive statement of the agreement between us which supersedes any proposal or prior agreement, oral or written, and any other communications between You and MONEYSPIRE INC. in relation to the subject matter of this Agreement.

If You have any questions regarding this Agreement or the Software, please contact the party that supplied the Software to You.

THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY.

UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

Copyright (C) MONEYSPIRE INC.  All rights reserved.  Protected by copyright and licenses restricting use, copying, distribution and decompilation.
