License Agreement The mnoGoSearch SearchAdmin software program(s) ("Software") are licensed, not sold, to the Licensee by LAVTECH.COM Corp. ("LAVTECH") for use only under the terms and conditions specified hereinafter and any special terms provided by LAVTECH (collectively, "License"). 1. License. (a) Upon payment of all applicable fees and subject to the terms of this License, LAVTECH grants to Licensee a non-exclusive, perpetual (unless terminated under Section 6), non-transferable license to make ONE copy of the Software, and use and install such copy of the Software on a single computer owned or leased by Licensee. If the Software licensed under this License is an upgrade, then Licensee acknowledges that such upgrade may only be used to replace validly licensed previous versions of the same Software (i.e., Licensee may not use the upgrade in addition to the Software the upgrade is replacing). Licensee shall be solely responsible for all expenses incurred in the copying and installation of the Software by Licensee. (b) Subject to the prior written consent of LAVTECH, Licensee may adopt minor changes to the Software for the need of the latter's business; provided that in any and all of such cases the derivative software shall be subject to the present License terms and conditions. 2. Restrictions. (a) Licensee may not copy, modify, sell, rent, lease, loan, distribute or make available for anyone the Software in whole or in part (except as expressly permitted by this License). (b) Licensee shall not remove any copyright notices or proprietary legends from the Software. (c) The Software is not intended for use in the operation of nuclear facilities, aircraft navigation, communications systems, or air traffic control or similar activities in which case the failure of the Software could lead to death, personal injury, or severe physical or environmental damage. 3. Ownership. Licensee owns the media on which the Software is recorded, but Licensee acknowledges that LAVTECH and its licensor retain ownership of the Software itself. 4. Limited Warranty. LAVTECH warrants for a period of ten (10) days from the date of purchase of this License that the Software as provided by LAVTECH will substantially conform to the published specifications for the Software available from LAVTECH. LAVTECH's entire liability and Licensee's sole and exclusive remedy for any breach of the foregoing limited warranty will be, at LAVTECH's option, refund of the purchase price, or repair or replacement of the Software. This limited warranty is the only warranty provided by LAVTECH and LAVTECH and its licensors expressly disclaim all other warranties and conditions, express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose and noninfringement. LAVTECH does not warrant that the functions contained in the Software will meet licensee's requirements, or that the operation of the Software will be uninterrupted or error-free, or that defects in the Software will be corrected. Furthermore, LAVTECH does not warrant or make any representations regarding the use or the results of the use of the Software in terms of their correctness, accuracy, reliability, or otherwise. No oral or written information or advice given by LAVTECH, or an authorized representative of LAVTECH shall create a warranty or in any way increase the scope of this warranty. 5. Limitation of Remedies and Damages. Under no circumstances, including negligence, shall LAVTECH, or its licensors be liable for any incidental, special or consequential damages that result from the use or inability to use the Software, even if LAVTECH, its licensors or an authorized representative of LAVTECH has been advised of the possibility of such damages. In no event shall LAVTECH's or its licensors' total liability for all damages, losses, and causes of action (whether in contract, tort (including negligence) or otherwise) exceed the amount of ten US dollars ($10). 6. Termination. If any breach of this License (including but not limited to payment obligations) by Licensee continues for more than thirty (30) days after receipt of written notice of such breach by LAVTECH, LAVTECH may terminate this License by written notice to Licensee, whereupon this License and all rights granted to Licensee herein shall immediately cease. Licensee may terminate this License at any time by providing written notice to LAVTECH. In the event of any termination of this License, Licensee shall promptly return to LAVTECH all copies of the Software or verify in writing that all copies of the Software have been destroyed. Sections 2(a), 3, 4, 5, 6 9 and 10 shall survive termination of this License. 7. Export Law Assurances. Licensee may not use or otherwise export or reexport the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or reexported (i) into (or to a national or resident of) any U.S. embargoed country or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nations or the U.S. Department of Commerce's Table of Denial Orders. By using the Software, Licensee represents and warrants that Licensee is not located in, under control of, or a national or resident of any such country or on any such list. 8. Government End Users. If the Software is supplied to the United States Government, the Software is classified as "restricted computer software" as defined in clause 52.227-19 of the FAR. The United States Government's rights to the Software are as provided in clause 52.227-19 of the FAR. 9. Controlling law. This License shall be governed by and construed in accordance with the laws of the United States and the State of New York. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980), as amended, is specifically excluded from application to this License. If any provision of this License shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this License will remain in full force and effect. 10. Complete Agreement. This License and constitutes the entire agreement between the parties concerning the subject matter. Any waiver or amendment of any provision of this License shall be effective only if in writing and signed by an authorized representative of both parties. LAVTECH's offer to grant Licensee this License is expressly limited to the terms of this License, and any proposals for additional or different terms, including but not limited to the terms set forth in any purchase order, are hereby rejected.