SOFTWARE LICENSE AGREEMENT

THIS AGREEMENT, made and entered into by and between BARKLEY & WILLIS LLC (Licensor) and the purchasing customer (Licensee), determines the rights and licenses granted to the Licensee in the Licensed Software (as hereafter defined) supplied by the Licensor pursuant to this Agreement.

1. Definitions. As used herein, the following terms shall be defined as follows:

1. "Licensed Product" shall mean collectively the Licensed Software and Licensed Documentation as hereafter defined.
2. "Licensed Software" or "Software" shall mean the purchased spreadsheet application in object code form, executable code and program architecture.
3. "Licensed Documentation" shall mean all documentation, other than the Licensed Software, that is produced by or related to such Software.
4. "Use" shall mean the reading into and out of memory of the Licensed Software and the execution of such Software, in whole or in part, by the Licensee.

2. License. Subject to the payment of the license fees and charges to the Licensor, Licensor hereby grants to Licensee, and Licensee hereby accepts, subject to the terms herein, a personal non-exclusive and non-transferable license to Use the Licensed Software, and to use the Licensed Documentation in support of the Use of the Licensed Software.

3. License Fees, Charges and Taxes.

1. As the fee and charge for the license granted to the Licensee, Licensee shall pay Licensor the stated License Fee upon the execution of the Agreement.
2. Licensee shall pay all taxes based on or in any way measured by this License Agreement, the Licensed Product, or any portion thereof, or on any services related thereto, excluding taxes based upon Licensor's income, but including personal property taxes, if any.

4. Term of License Agreement and Licenses. Unless otherwise terminated or canceled as provided herein, the term of the Agreement and the License granted hereby, shall commence on the date hereof, and shall continue until Licensee discontinues the licensed Use of the Licensed Software as set forth herein.

5. Protection of Licensed Product.

1. Licensee acknowledges and agrees that the Licensed Product and all permitted copies thereof are Licensor's exclusive property, and constitute a valuable trade secret of Licensor. Licensee agrees not to disclose or to make available to third parties the Licensed Product or any portion thereof without Licensor's prior written approval.
2. Upon any termination, cancellation or expiration of this Agreement and the license granted hereby, Licensee shall immediately return the Licensed Product and all copies thereof to Licensor.

6. Reproduction and Modification of Licensed Product.

1. Licensee may reproduce the Licensed Software for its own Use only. All copies of the Licensed Software, in whole or in part, shall be subject to the terms of this Agreement.
2. Licensee may modify the Licensed Software and merge it into existing software, provided that such modified Software and resulting merged software shall be deemed to be a Licensed Product, subject to all of the terms and conditions of this Agreement. Upon any termination, cancellation or expiration of this Agreement or license granted hereby, Licensee shall remove the Licensed Software and all portions thereof from the modified Software and the resulting merged Software, and Licensee shall have no right thereafter to Use the Licensed Software or any portion thereof.

7. Services. Licensee shall have the sole and exclusive responsibility for the selection, installation and Use of the Licensed Product. Licensor shall provide Licensee with technical support and services under the terms and conditions of a separate agreement at Licensor's then current charges for such support and services.

8. Negation of Warranty. THE LICENSED PRODUCT IS PROVIDED ON AN "AS-IS" BASIS, AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. LICENSEE SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE, EFFICIENCY AND SUITABILITY OF THE LICENSED PRODUCT, AND LICENSOR SHALL HAVE NO LIABILITY THEREFOR.

9. Negation of Proprietary Rights Indemnity. LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE FOR THE INFRINGEMENT OF PROPRIETARY RIGHTS BY THE LICENSED PRODUCT OR ANY PORTION THEREOF.

10. Termination-Cancellation.

1. Licensor may terminate or cancel this License Agreement and any license granted to Licensee hereunder if:
1. Licensee fails to pay Licensor the license fee or charges;
2. Licensee is in default of any provision hereof, and such default has not been cured within 10 days after Licensor gives Licensee written notice thereof; or
3. Licensee becomes insolvent or seeks protection, voluntarily or involuntarily under any bankruptcy law.
2. In the event of any termination or cancellation hereof, or of any license granted to Licensee hereunder, Licensor may:
1. Declare any and all amounts owed hereunder to Licensor to be immediately due and payable;
2. Require that Licensee cease any further Use of the Licensed Product or any portion thereof, and that Licensee immediately return the Licensed Product and all copies thereof, in whole or in part; and
3. Cease performance of all of Licensor's obligations hereunder without liability to Licensee.
3. Licensor's foregoing rights and remedies shall be cumulative and in addition to all other rights and remedies available to Licensor in law and in equity.

11. Liability.

1. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. LICENSOR'S LIABILITY TO LICENSEE HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE LICENSE FEES PAID TO LICENSOR HEREUNDER BY LICENSEE.
2. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE SOFTWARE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR DELAY OF THE LICENSOR IN THE DELIVERY OF THE LICENSED PRODUCT OR IN THE PERFORMANCE OF SERVICES UNDER THIS LICENSE AGREEMENT OR RELATED AGREEMENTS.

12. General Provisions.

1. This Agreement is the sole agreement between the parties relating to the subject matter hereof, and supersedes all prior understandings, writings, proposals, representations or communications, oral or written, of either party. This Agreement may be amended only by a writing executed by both parties.
2. This Agreement and the license granted hereunder may not be transferred or assigned by the Licensee without the prior written consent of the Licensor.
3. This Agreement shall be interpreted in accordance with the substantive laws of the State of Colorado, and venue for any proceeding regarding this Agreement and the license granted hereby shall be in Weld County, Colorado.
4. Any notice regarding this Agreement and license granted hereby shall be deemed effective upon personal delivery or two days after mailing by certified mail, return receipt requested, with postage prepaid addressed as follows:
5. Licensee acknowledges that, except for the license expressly granted hereunder, all right, title, and interest in and to the Software are and shall remain Licensor's property. Licensee acknowledges that Licensee has licensed, and not purchased the Software. The license is specific to this agreement.
6. Licensee shall not, nor shall it permit any other party to: (I) use the Software except as specifically provided by this Agreement; (II) disassemble, decompile, decrypt, or reverse engineer the Software, or in any way attempt to discover or reproduce source code for the Software, or any part thereof; or (III) remove, alter, cover, or obscure the copyright or other proprietary notices placed on or embedded in the Software.

Licensor:

Barkley & Willis LLC
P.O. Box 928
Greeley, CO 80632