SHAREWARE VERSION: LIMITED USE SOFTWARE LICENSE AGREEMENT

This Limited Use Software License Agreement (the 'Agreement') is a legal agreement between you, the end-user, and SmartXYZ Software. By continuing the installation of this program, by loading or running the program or by placing or copying the program onto your computer hard drive, you are agreeing to be bound by the terms of this Agreement.

SOFTWARE LICENSE

1. Grant of License. SmartXYZ grants to you the limited right to use one (1) copy of the enclosed or foregoing SmartXYZ Software program (the 'Software'), which is the shareware version. For purposes of this section, 'use' means loading the Software into RAM, as well as installation on a hard disk or other storage device. You agree that the Software will not utilize, in any other manner, the Software in violation of any applicable law.

2. Commercial Use is Prohibited. Under no circumstances shall you, the end-user, be permitted, allowed or authorized to commercially exploit the Software, or any portion thereof, such as a screen display or a screenshot. Neither you nor anyone at your direction shall do any of the following acts:

a. Rent the Software;

b. Sell the Software;

c. Lease or lend the Software;

d. Distribute the Software for money or any other consideration; or

e. In any other manner and through any medium whatsoever commercially exploit the Software or use the Software for any commercial purpose.

3. Additional Prohibited Uses. Neither you, nor anyone at your direction, shall take the following action in regard to the Software, or any portion thereof, such as a screen display or a screenshot:

a. Modify, disassemble, reverse engineer or decompile the Software;

b. Prepare derivative works based upon the Software.

4. Use of Other Material is Prohibited. Use, in any manner, of the trademarks, such as SmartXYZ and the Blue Explorer logo, logos, symbols, art work, images, screen displays or screenshots, sound effects, music, and other such material contained within, generated by or relating to the Software is prohibited.

5. Restrictions Apply to Third Parties. The prohibitions and restrictions described herein apply to anyone in possession of the Software.

6. Permitted Distribution. So long as this Agreement accompanies the Software at all times, SmartXYZ grants to Providers the limited right to distribute, free of charge, except normal access fees, and by electronic means only, the Software; provided, however, the Software must be so electronically distributed only in a compressed format. The term 'Providers,' as used in the foregoing sentence, shall mean persons whose business it is to provide services on the Internet, on commercial online networks, or on the BBS. Anyone who receives the Software from a Provider shall be limited to all the terms and conditions of this Agreement. Further, SmartXYZ grants to you, the end-user, the limited right to distribute, free of charge only, the Software as a whole.

7. Copyright. The Software is owned by SmartXYZ. You must treat the Software like any other copyrighted material, except that you may make copies of the Software to give to other persons. You may not charge or receive any consideration from any other person for the receipt or use of the Software. You agree to use your best efforts to see that any user of the Software licensed hereunder complies with this Agreement.

8. SMARTXYZ DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING RITTEN MATERIALS, IF ANY. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS WHICH VARY FROM JURISDICTION TO JURISDICTION. SMARTXYZ DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE OR MEET LICENSEE'S SPECIFIC REQUIREMENTS. THE AGENTS, EMPLOYEES, DISTRIBUTORS, AND DEALERS OF SMARTXYZ ARE NOT AUTHORIZED TO MAKE MODIFICATIONS TO THIS WARRANTY, OR ADDITIONAL WARRANTIES ON BEHALF OF SMARTXYZ. ADDITIONAL STATEMENTS SUCH AS DEALER ADVERTISING OR PRESENTATIONS, WHETHER ORAL OR WRITTEN, DO NOT CONSTITUTE WARRANTIES BY SMARTXYZ AND SHOULD NOT BE RELIED UPON.

9. Exclusive Remedies. You agree that your exclusive remedy against SmartXYZ. its affiliates, contractors, suppliers, and agents for loss or damage caused by any defect or failure in the Software regardless of the form of action, whether in contract,tort, including negligence, strict liability or otherwise, shall be the return of the retail purchase price paid, if any, or replacement of the Software. IN ANY CASE, SMARTXYZ SHALL NOT BE LIABLE FOR LOSS OF DATA, LOSS OF PROFITS, LOST SAVINGS, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR OTHER SIMILAR DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR OTHER LEGAL THEORY EVEN IF SMARTXYZ OR ITS AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

10. General Provisions. Neither this Agreement nor any part or portion hereof shall be assigned or sublicensed, except as described herein. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected thereby. If any provision is determined to be unenforceable, you agree to a modification of such provision to provide for enforcement of the provision's intent, to the extent permitted by applicable law. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. If you fail to comply with any terms of this Agreement, YOUR LICENSE IS AUTOMATICALLY TERMINATED.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE, BY LOADING OR RUNNING THE SOFTWARE, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT'S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN SMARTXYZ AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES. THIS AGREEMENT SUPERSEDES ALL PRIOR ORAL AGREEMENTS, PROPOSALS OR UNDERSTANDINGS, AND ANY OTHER COMMUNICATIONS BETWEEN SMARTXYZ AND YOU RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.