WildPackets, Inc. SOFTWARE LICENSE AGREEMENT Please read this license carefully. You are purchasing a license to use ProConvert Software. The Software is owned by and remains the property of Wildpackets Inc. (and /or third parties that have licensed all or part of the software to us under license with right to sublicense to you), is protected by international copyrights, and is transferred to the original purchaser and any subsequent owner of the Software media for his/her use only according to the license terms set forth below. Opening the packaging and/or using the Software indicates your acceptance of these terms. If you do not agree to all of the terms and conditions herein, return the Software, manuals and any partial or whole copies you have made within thirty days of purchase to the party from whom you purchased it for a refund, subject to our restocking fee. 1. Grant of License: WildPackets, Inc., (WildPackets), grants the original purchaser (Licensee) the limited rights to possess and use WildPackets' ProConvert (Trademark) Software (Software) and User Manual, on the terms and conditions specifically set out in this License. 2. Term: This License is effective as of the time Licensee receives the Software, and shall continue in Effect until Licensee ceases all use of the Software and returns or destroys all copies thereof, or until automatically terminated upon the failure of Licensee to comply with any of the terms of this License. 3. Your Agreement: SINGLE USE LICENSE The Software is provided under a Single Use License. This means that one specific individual ("Licensee") is licensed to install and use the Software on a single hard disk at one time. Neither simultaneous use by more than one individual nor multiple installation of the Software is permitted under the terms of this Single User License. The Licensee may also make ONE BACKUP COPY for the purpose of restoring the Software should he/she experience a loss of the originally installed Software image. If the Software is installed on a networked system, or on a computer connected to a file server or other system that physically allows shared access to the Software, Licensee agrees to prevent use of the Software by more than one user. MULTIPLE USE LICENSE If you want to install the Software on a network and provide access for more than one user, additional single-use licenses or a site license can be purchased. Each additional single-use license allows one specific individual to install and use the Software, following the terms of authorized single-use specified above. Site licenses are concurrent right-to-use licenses. Global site license purchases remove the restriction on the number of licensees who may access the Software at any given time for a global enterprise. Limited site licenses provide a limited, geographically-specific group with concurrent access to the Software. A group of 50 users who want simultaneous access to the Software, for example, must purchase a license to copy and disseminate 50 right-to-use licenses so the entire work group can have at-will Software access. A site license agreement must be signed and returned to WildPackets before a site license purchase can be finalized. One machine-readable copy of the Software may be made for BACK-UP PURPOSES ONLY, and the copy shall display all proprietary notices, and be labeled externally to show that the back-up copy is the property of WildPackets (and /or third parties that have licensed all or part of the software to us under license with right to sublicense to you), and that its use is subject to this License. Documentation in whole or part may not be copied. Licensee may transfer its rights under this License, PROVIDED that the party to whom such rights are transferred agrees to the terms and conditions of this License, and written notice is provided within 30 days of license transfer to WildPackets. Upon such transfer, Licensee must transfer or destroy all copies of the Software. Licensee agrees and certifies that neither the Software nor any software product containing code generated by the Software: (a) is being or will be shipped, transferred or re-exported, directly or indirectly, into any country prohibited by the United States Export Administration Act and the regulations thereunder, or (b) will be used for any purpose prohibited by same. Except as expressly provided in this License, Licensee may not use, copy disseminate, reverse-engineer, modify, distribute, sub-license, sell, rent, lease, lend, give, or in any other way transfer, by any means or by any medium, including telecommunications, the Software. This license is for machine readable object code only, and Licensee will use its best efforts and take all reasonable steps to protect the Software from unauthorized use, copying or dissemination, and will maintain all proprietary notices intact. 4. LIMITED WARRANTY: WildPackets warrants the Software media to be free of defects in workmanship for a period of ninety days from purchase. During this period, WildPackets will replace, at no cost, any such media returned to WildPackets, postage prepaid. This service is WildPackets' sole liability under this warranty. LICENSE FEES FOR THE SOFTWARE DO NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION OF RISK BY WILDPACKETS OR ITS LICENSOR, AND WILDPACKETS AND ITS LICENSOR DISCLAIM ANY AND ALL LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR OPERATION OR INABILITY TO USE THE SOFTWARE, OR ARISING FROM THE NEGLIGENCE OF WILDPACKETS AND ITS LICENSOR, OR THEIR EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS, OR DEALERS, EVEN IF ANY OF THESE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, LICENSEE INDEMNIFIES AND AGREES TO HOLD WILDPACKETS AND ITS LICENSOR HARMLESS FROM SUCH CLAIMS. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY THE LICENSEE. THE WARRANTIES EXPRESSED IN THIS LICENSE ARE THE ONLY WARRANTIES MADE BY WILDPACKETS AND ITS LICENSOR, AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. THIS WARRANTY GIVES YOU SPECIFIED LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. 5. General: This license is the complete and exclusive statement of the agreement of the parties. Should any provision of this License be held to be invalid by any court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the remainder of the License shall nonetheless remain in full force and effect. This License shall be controlled by the laws of the State of California, and the United States of America. 6. United States Government Restricted Rights: Use of the Software by any department, agency, or other entity of the United States Federal Government is limited as follows: (1) The Software and User Manual are provided with RESTRICTED RIGHTS, and are trade secrets of WildPackets for all purposes of the Freedom of Information Act. (2) Use, duplication or disclosure is subject to restrictions set forth in subparagraph (c)(I)(ii) of the Rights in Technical Data and Computer Software clause at 252.227-7013 or in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer: WildPackets, Inc., 1340 Treat Boulevard, Suite 500, Walnut Creek, California, 94597.