SINGLE DEVELOPER END-USER LICENSE AGREEMENT FOR PROGRAMMAR PARSER DEVELOPMENT TOOLKIT SOFTWARE

IMPORTANT--READ CAREFULLY: This ProGrammar End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and NorKen Technologies, Inc., for ProGrammar Parser Development Toolkit, which includes computer software and associated media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT" or "SOFTWARE"). This license applies only to object code and gives the end user no rights whatsoever to the source code. By exercising your rights to make and use copies of the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not use the SOFTWARE PRODUCT.

The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

The SOFTWARE is delivered in two parts: the Interactive Development Environment (IDE) and Parser Runtime Engine (ENGINE).

SOFTWARE PRODUCT LICENSE

1. GRANT OF LICENSE.

This EULA grants you, the registered computer software developer, the following rights:

IDE Software. The ProGrammar IDE may be used only by you. You may install and use one copy of the IDE, or any prior version thereof for the same operating system, on a single computer. In return for our license grant, you hereby irrevocably grant to NorKen Technologies, Inc., and its affiliates, the non-exclusive, worldwide, fully-paid right to publicly disclose the fact that you are using the SOFTWARE PRODUCT, for NorKen Technologies, Inc., advertising and other promotional purposes.

The ENGINE. NorKen Technologies, Inc. hereby grants you a nonexclusive, perpetual, fully paid license to use the ENGINE and to further distribute the ENGINE to your customers, provided only that your customers are granted a license to use the ENGINE matching the license contained herein.

Redistributable File(s). Thus you may redistribute the ENGINE to the extent required for the permitted operation of the application(s) software created by you while using the SOFTWARE PRODUCT hereunder. The specific redistributable file(s) are limited to those specifically identified as "Redestributables" in the media, printed materials, and "online" electronic documentation accompanying the particular embodiment of the SOFTWARE PRODUCT. To determine whether a particular file(s) are redistributable, please contact NorKen Technologies, Inc., 2701 Cross Timbers, Ste 214 PMB 169, Flower Mound, TX, 75028. You may also contact us online at http://www.programmar.com.

STORAGE/NETWORK USE. You may also store or install a copy of the SOFTWARE PRODUCT on a storage device, such as a network server, used only to install or run the SOFTWARE PRODUCT on your other computers over an internal network; however, you must acquire and dedicate a distinct license for each developer using the SOFTWARE PRODUCT from the storage device. Any given license for the SOFTWARE PRODUCT may not be shared or used concurrently or otherwise on different computers or by different developers in a given organization.

Not for Resale Software. If the SOFTWARE PRODUCT is labeled "Not for Resale" or "NFR" or "Evaluation Copy", then, notwithstanding other sections of this EULA, you may not use the SOFTWARE PRODUCT for commercial purposes nor sell, or otherwise transfer it for value. Commercial purposes include the use of the SOFTWARE PRODUCT in the creation of publicly distributed computer software.

Rental. You may not rent, lease, or lend the SOFTWARE PRODUCT to any party.

License Pack. If you have acquired this EULA in a ProGrammar License Pack, you may make the number of additional copies of the computer software portion of the SOFTWARE PRODUCT identified above on this EULA, and you may use each copy in the manner specified above.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

In addition to the copyright protection of the SOFTWARE the end user agrees that the SOFTWARE contains proprietary information, including trade secrets, know-how and confidential information, that is the exclusive property of NorKen Technologies. During the period this license agreement is in effect and at all times after its termination, the end user and its employees and agents shall maintain the confidentiality of this information and not sell, license, publish, display, distribute, disclose or otherwise make available this information to any third party nor use such information except as authorized by this license agreement. The end user shall not disclose any such proprietary information concerning the SOFTWARE, including any flow charts, logic diagrams, user manuals and screens, to persons not an employee of end user without the prior written consent of Licensor.

The end user agrees not to remove or alter any copyright notices that appear anywhere in the SOFTWARE PRODUCT.

Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

Separation of Components. The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated, with the exception that the ENGINE and associated redistributable files may be redistributed, while the IDE may not.

Software Transfer. You may permanently transfer all of your rights under this EULA, provided the recipient agrees to the terms of this EULA.

Termination. Without prejudice to any other rights, NorKen Technologies may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.

3. COPYRIGHT.

All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by NorKen Technologies, Inc., or its suppliers. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material.

4. LIMITED WARRANTY.

NO WARRANTIES. NORKEN TECHNOLOGIES EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE PRODUCT. THE SOFTWARE PRODUCT AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH YOU.

NO LIABILITY FOR DAMAGES. In no event shall NorKen Technologies or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this NorKen Technologies product, even if NorKen Technologies has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

5. MISCELLANEOUS.

The end user agrees that this agreement shall be governed by the laws of the State of Texas without regard to any considerations of conflicts of laws. Any actions commenced in connection with this license agreement or to enforce any of the terms of this license agreement shall be initiated in a court of competent jurisdiction, only in the County of Denton, State of Texas. The parties hereby agree to personal jurisdiction in the County of Denton, State of Texas.

Both parties agree that any controversy or dispute stemming from or arising out of this license agreement will be submitted to arbitration under the then current rules of the American Arbitration Association. The Arbitrator(s) is/are required to apply the applicable rules of law and equity. The decision of the arbitrator(s) will be final and binding on the parties and may be entered as the final decision in any court of competent jurisdiction. Arbitration will take place only in the County of Denton, State of Texas.