Management Agility, Inc. : Building business solutions with experience and common sense.

Xelleration LLC and Management Agility Inc. (LICENSOR)

EVALUATION SOFTWARE LICENSE AGREEMENT

NOTICE TO USER: BY RUNNING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ IT CAREFULLY.

THIS FREE TRIAL SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") ACCOMPANIES THE SOFTWARE PRODUCT YOU ARE ABOUT TO LOAD and RUN AND RELATED EXPLANATORY MATERIALS (THE "CONTENT").

UPON YOUR ACCEPTANCE OF THIS AGREEMENT, LICENSOR GRANTS YOU A LIMITED, NON-EXCLUSIVE LICENSE TO USE THE PROGRAMS AS FOLLOWS:

1. USE OF PROGRAMS. You may run and use the Software (and accompanying documentation) internally in your organization solely for evaluation and testing purposes on a single computer system. You may not use the Programs for any development, commercial or production purpose. The software application and its content may not be transferred, sold, assigned, sublicensed or otherwise conveyed (whether by operation of law or otherwise) to another party without Licensor's prior written consent.

2. COPY RESTRICTIONS AND OTHER RESTRICTIONS. You may not copy the Programs associated with this Software or modify or adapt the Programs in whole or in part (including but not limited to translating or creating derivative works) or reverse engineer, decompile or disassemble the Programs. You may not use the Programs for timesharing, rental or service bureau purposes.

3. COPYRIGHT AND OWNERSHIP. The technology on which this Software program is built on is owned by Macromedia. The content published in this program is owned by the Licensor.

4. SUPPORT. These Programs are provided on an "as is" basis and are unsupported. This Agreement does not entitle you to any maintenance or other services or any updates or new versions of the Programs.

5. TERMINATION. Your license to use the Programs will automatically terminate at the end of this demo. All disclaimers of warranties and limitations of liability shall survive any termination of this Agreement.

6. WARRANTY DISCLAIMER. The Programs are provided AS IS, without any warranty whatsoever. Licensor DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, NO INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

7. LIMITATION ON LIABILITY. NEITHER Macromedia, Xelleration or Management Agility, SHALL BE LIABLE FOR ANY LOSS OR DAMAGE HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY INACCURACY OF DATA, LOSS OF PROFITS OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. EXPORT. You agree to fully comply with all laws and regulations of the United States ("Export Laws") to assure that neither the Programs or any direct products thereof are (1) exported, directly or indirectly, in violation of Export Laws, or (2) are used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical or biological weapons production.

9. GOVERNING LAW; COMPLETE AGREEMENT. This Agreement constitutes the complete agreement between the parties with respect to the Programs and is governed by the laws of the State of California (other than its conflict of law provisions).

BY AGREEING TO THE ABOVE CONDITIONS", YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU ARE DULY AUTHORIZED TO DO SO.

----------------------------------------------------------------------------------------------------------------------------------------------------------

If you have any questions concerning this Agreement, or otherwise wish to contact a support person, write to:

In the U.S.A.:

Xelleration or Management Agility, Inc.

2042 Business Center Drive

Suite 203

Irvine CA. 92612 USA

Phone: 949-417-2024