iNTERFACEWARE INC.
SOFTWARE TERMS AND CONDITIONS


IMPORTANT: PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO
THE USE BY YOU, THE REGISTRANT WHO ACCEPTS THESE TERMS AND CONDITIONS
("YOU"), OF THE SOFTWARE AND MATERIALS INSTALLED WITH THIS
INSTALLATION PROGRAM OR FOR WHICH A REGISTRATION KEY IS BEING OR HAS
BEEN PURCHASED OR LAWFULLY OBTAINED FROM iNTERFACEWARE
INC. ("iNTERFACEWARE"), AS WELL AS ANY OTHER ACCOMPANYING WRITTEN
MATERIALS, (COLLECTIVELY, THE "SOFTWARE") CAREFULLY BEFORE USING THE
SOFTWARE. YOUR USE OF THE SOFTWARE IS CONDITIONAL UPON YOUR ACCEPTANCE
OF ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW (THIS
"AGREEMENT"). BY USING THE SOFTWARE, YOU AGREE TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT.

YOU ACKNOWLEDGE THAT YOU REPRESENT A COMMERCIAL ENTITY AND THAT THE
SOFTWARE IS NOT INTENDED FOR, OR TO BE USED BY, CONSUMERS.

Optional Purposes

1. Trial - If you are or will be registering the Software with a trial
   registration code (a "Trial User") then You acknowledge and agree
   that the Software is only to be used by You to evaluate the
   Software (the "Purpose").

2. Development - If you are or will be registering the Software with a
   development registration code (a "Development User") then You
   acknowledge and agree that the Software is only to be used by You
   as follows: (i) to develop applications for your internal business
   purposes; (ii) by only one individual at any one time; and (iii)
   except as expressly provided in this Agreement, all such
   applications must operate within the Software environment and not
   on a stand-alone or runtime basis (the "Purpose"). Without limiting
   the generality of the foregoing, You may only use the Licensed
   Software on this individual computer. You may not install the
   Software on another computer, unless You first obtain an additional
   license from iNTERFACEWARE for each such additional computer. You
   are not permitted to allow the Software to be accessed and used by
   other users including, without limitation, remote users over a
   network. An upgrade version of the Software and the Software that
   is upgraded, constitute a single product and may not be used by two
   different individuals at the same time.

3. Runtime - If You are or will be registering the Software with a
   runtime registration code (a "Production User") then you
   acknowledge and agree that each copy of the Software for which You
   have purchased a separate registration key is only to be used by
   You as follows:
 
   (i)  for your own internal business purposes in conjunction with a
        single copy of the HL7 Visual Message Definition (VMD)
        configuration file that You created previously in your
        capacity as a Development User (the "Application"), and all
        enhancements and customizations to the Application
        (collectively, the integrated Software and Application are
        referred in this Agreement as the "Integrated Application");
        OR

   (ii) for the internal business purposes of an End User as an
        component of the Integrated Application. For the purposes of
        this Agreement, the term "End User" means a single hospital,
        hospital network, clinic or physician's practice that is Your
        customer or the customer of Your sub-distributor and that has
        acquired a license to the Integrated Application from You or
        Your sub-distributor. If you are registering the Software with
        a runtime registration code for distribution to an End User,
        then you may also do the following:
      
       (a) market and promote the Integrated Application;

       (b) demonstrate the Integrated Application to potential End
           Users;

       (c) grant sub-licenses to a sub-distributors or End Users in a
           form consistent with the section below entitled "Other
           Restrictions";
       
       (d) provide first level support to employees, sub-distributors
           and End Users in accordance with Exhibit A;

       (e) copy and deliver to an End User a single copy of the
           Integrated Application and install and configure the
           Integrated Application as reasonably required by the End
           User;

       (f) grant a sub-license to Your sub-distributor to copy and
           deliver to an End User a single copy of the Integrated
           Application and install and configure the Integrated
           Application as reasonably required by the End User
           (collectively, subsections (i) and (ii) are referred to in
           this Agreement as the "Purpose").

If you are a Production User, then you further acknowledge and agree
that the Integrated Application may only be used on a single computer
and that it must not be installed on another computer, unless You
first obtain an additional license from iNTERFACEWARE for each such
additional computer. You also acknowledge and agree that the
Integrated Application shall not be accessed or used by anyone other
than You, Your sub-distributor or the applicable End User. If you are
a Production User, You may use the Integrated Application on Your own
computer on behalf of Your End User, provided that in such case the
End User cannot also use the Integrated Application on its own
computer. An upgrade version of the Integrated Application and the
Integrated Application that is upgraded, constitute a single product
and may not be used by two different users at the same time.

IMPORTANT!!! In order to become a Production User it is first
necessary for You to become a licensed Development User by purchasing
a separate development registration key to create the Application
which will form the basis of the Integrated Application. If You ever
cease to be a Development User, and if You or Your sub-distributors
have distributed any Integrated Applications prior to such time, then
each of Your End Users must purchase their own separate development
registration keys at the then current rates in order to maintain the
validity of their sub-licenses. YOU ARE RESPONSIBLE FOR ADVISING YOUR
SUB-DISTRIBUTORS AND END USERS OF THIS LIMITATION.

Third Party Software

Iguana includes GNU LIBICONV 1.9.1 (as ICONV.DLL), for character-set
conversions. GNU LIBICONV is free software, copyright (c) 1999-2003 Free
Software Foundation, Inc., and is distributed under Version 2 of the GNU
Library General Public License, WITHOUT ANY WARRANTY; without even the
implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE.
For details, please read ICONV.TXT.

Iguana includes LuaCOM 1.4 (as luacom.dll), for Lua / COM interop.
For details, please read luacom.txt.

License

Subject to the terms and conditions contained in this Agreement, You
are granted a revocable, limited, non-exclusive, non-transferable
license to use the Software only for the Purpose. iNTERFACEWARE and
its Affiliates are free to enter into similar licenses with Your
competitors. For the purpose of this Agreement, the term "Affiliates"
means any company in which iNTERFACEWARE has, either directly or
indirectly, a controlling interest.

Non-Transferable

You are not permitted to assign this Agreement and any purported
assignment by You shall be null and void and of no force or
effect. Without limiting the generality of the foregoing, You may not
use the Software for any other form of use except the Purpose and you
may not rent, lease, loan, or otherwise distribute the Software.

Ownership

None of the Software is being sold.  Except for those non-exclusive
licenses granted by iNTERFACEWARE to You in this Agreement, all
ownership, license, intellectual property, and other rights and
interests in, and to, the Software shall remain solely with Licensor.

Other Restrictions

You will not, directly or indirectly, do any of the following: (i)
transfer, assign, resell, sublicense, use, copy, distribute or modify
the Software, in whole or in part; (ii) disassemble, reverse assemble
or otherwise reverse engineer the Software or attempt to reveal any
trade secret or confidential information concerning its operation;
(iii) use the Software to design, develop or market a competing
product or service; (iv) use the Software for any illegal purpose; and
(v) remove or alter any of the copyright notices or other proprietary
markings on any copies of the Software. You will comply fully with all
relevant export laws and regulations of Canada and the United States
("Export Laws") to ensure that the Software is not exported, directly
or indirectly, in violation of the Export Laws, or is intended to be
used for any purposes prohibited by the Export Laws.

You agree not to sub-license or otherwise distribute the Integrated
Application except pursuant to a written agreement that will contain
at least the following contractual restrictions and requirements of
the sub-distributor or End User, as the case may be:

   i.  restrict use of the Integrated Application to object code;

   ii. prohibit the copying of the Integrated Application, except
       that: (i) the sub-distributors will be entitled to make a
       reasonable number of copies for their distribution purposes;
       and (ii) the End User will be entitled to make a single copy in
       object code for back-up or archival purposes;

   iii.prohibit the assignment, lease, sublicense (excluding your
       sub-distributors) or transfer of the Integrated Application,
       except for temporary installation in the event of a computer
       malfunction;

   iv. prohibit the modification, creation of derivative work, reverse
       engineering, disassembly or de-compilation of the Integrated
       Application;

   v.  prohibit the removal or obscuring of any copyright, trade-mark
       notice or restrictive legend and requiring your
       sub-distributors to ensure that all proprietary rights notices
       on the Integrated Application are reproduced and applied to any
       copies; and

   vi. comply with any export or import regulations existing in any
       country, such as, but not limited to, US export control laws.

Fees

The Licenses granted under this Agreement are conditional upon You
first making complete payment to iNTERFACEWARE of all licenses fees
and other amounts due to iNTERFACEWARE, including all applicable
taxes, as invoiced by iNTERFACEWARE.

The use of the Software requires that You first obtain a registration
code from iNTERFACEWARE. If You are a Development User or a Production
User, You will first have to pay to iNTERFACEWARE, and iNTERFACEWARE
will have to have received, the invoiced amount for the registration
code before the code will be sent to You to unlock the Software.

No Maintenance or Technical Support 

iNTERFACEWARE is under no obligation to provide any maintenance,
technical support or updates to You, although it may decide to do so
if you purchase the annual maintenance and support program set out in
Exhibit A to this Agreement.  Any updates provided to You under this
Agreement will be part of the Software and will be subject to the same
terms and restrictions applicable to the Software.  iNTERFACEWARE also
has no obligation to make the Software commercially available, or to
provide You with any runtime licenses for the Software merely because
of Your use of the Software.

If You purchase maintenance and support, You must first make complete
payment to iNTERFACEWARE of all annual maintenance and support fees
and other amounts due to iNTERFACEWARE, including all applicable
taxes, as invoiced by iNTERFACEWARE before You can receive the annual
maintenance and support services.

If Your annual maintenance and support services lapses and You would
like to reinstate it, You must pay all previous unpaid maintenance and
support services at the then current prices for the period dating from
the beginning of the lapse through one year from the date of such
reinstatement.

Other Distribution Requirements

If you are a Production User that chooses to distribute an Integrated
Application then you must do the following:

   vii.  add significant primary functionality to the Software with
         the Integrated Application;

   viii. require Your sub-distributors and End Users to agree to terms
         that protect the Software at least as much as this Agreement;
         and

   ix.   display Your valid copyright notice on the Integrated
         Applications.

If You are a Production User that chooses to distribute an Integrated
Application then you must not do the following:

   i.  use iNTERFACEWARE's trade-marks within the Application and/or
       the Integrated Application or in a way that suggests that the
       Application or the Integrate Application, as the case may be,
       come from or are endorsed by iNTERFACEWARE;
 
   ii. integrate the Software with an Application that is malicious,
       deceptive or unlawful;

   iii.permit the Software be disclosed or distributed in source code
       form; or

   iv.permit others to modify the Integrated Application.

Disclaimer of Warranty

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS,
WARRANTIES OR CONDITIONS OF ANY KIND WHATSOEVER. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, iNTERFACEWARE AND ITS SUPPLIERS AND ITS
AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,
AGENTS AND CONTRACTORS DISCLAIM ANY REPRESENTATIONS, WARRANTIES AND
CONDITIONS, EXPRESS, IMPLIED, COLLATERAL OR ARISING BY STATUTE OR
OTHERWISE, REGARDING THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY
REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY,
ACCURACY OR NON-INFRINGEMENT.

NEITHER iNTERFACEWARE NOR ITS SUPPLIERS WARRANTS THAT THE SOFTWARE
WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED,
OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS. ANY USE OF THE SOFTWARE IS DONE AT YOUR SOLE RISK AND YOU
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU, YOUR COMPUTER SYSTEM
OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SOFTWARE.  NEITHER
iNTERFACEWARE NOR ANY OF ITS SUPPLIERS WARRANTS OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE
SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR
OTHERWISE.  FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION
OBTAINED BY YOU FROM PERSONNEL OF iNTERFACEWARE OR ITS SUPPLIERS SHALL
CREATE ANY CONDITION OR WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS
AGREEMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL iNTERFACEWARE
OR ITS SUPPLIERS OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS,
SHAREHOLDERS, EMPLOYEES, AGENTS AND CONTRACTORS BE LIABLE FOR DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE
DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED
TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER
INTANGIBLE LOSSES (EVEN IF iNTERFACEWARE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A)
THE USE OR THE INABILITY TO USE THE SOFTWARES; OR (B) ANY OTHER MATTER
RELATING TO THE THE SOFTWARE. IN NO EVENT SHALL iNTERFACEWARE'S OR ITS
SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES
OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO,
NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR
USING THE SOFTWARE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE
SOFTWARE, OR WITH ANY OF THE PROVISIONS OF THIS AGREEMENT, YOUR SOLE
AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THE
SOFTWARE.

Indemnification

You agree to indemnify, hold harmless and, at our option, defend
iNTERFACEWARE, its Affiliates and its sub-distributors, and its and
their respective officers, directors, shareholders, employees, agents
and contractors from any and all third party claims, liability,
damages and/or costs (including, but not limited to, reasonable legal
fees and expenses) arising from Your use, or the use of Your
sub-distributors or any End User, of the Software or any of the
Integrated Applications, Your violation of this Agreement, or Your
infringement of any intellectual property or other right of any person
or entity.

Term and Termination

If You are a Trial User, iNTERFACEWARE may terminate this Agreement at
any time without notice. Following termination, You will immediately
cease using the Software.

If You are a Development User or a Productions User, this Agreement
shall continue in full force until terminated pursuant to this
section. iNTERFACEWARE may terminate this Agreement for default if
You: (a) become insolvent; (b) files any proceeding in bankruptcy or
acquires the status of a bankrupt; (c) have a receiver or receiver
manager appointed with respect to it or any of Your assets; (d) seek
the benefit of any statute providing protection from
creditors. iNTERFACEWARE may also terminate this Agreement for default
if You breach any provision of this Agreement provided iNTERFACEWARE
provides You with written notice of termination. Any termination of
this Agreement shall be without prejudice to each right and/or remedy
which iNTERFACEWARE may possess against You under this Agreement, at
law, in equity, and/or otherwise.  Upon any termination of this
Agreement: (a) all licenses granted by iNTERFACEWARE herein shall
immediately terminate; and (b) You shall immediately cease all use of
the Software and return all of the Software (including all copies
thereof made by, or for, You) to iNTERFACEWARE. The rights and
obligations of the parties which by their terms require performance
after the termination of this Agreement or by their nature must
survive termination or expiration of this Agreement in order to
achieve its fundamental purposes. iNTERFACEWARE may, from time to
time, audit Your records and computer systems to ensure that You have
complied with Your obligations to iNTERFACEWARE under this
Agreement. Without limiting the generality of the foregoing, if You
are Production User then You and Your sub-distributors must maintain
adequate records of Your activities in connection with this Agreement.
Such records shall include, without limitation, executed sub-license
agreements and sub-distribution agreements and the number of copies of
the Integrated Application sub-licensed by You and Your
sub-distributors. Upon written request and after reasonable notice,
but not more than once per calendar year, You must permit a
representative selected by iNTERFACEWARE to audit such records to
determine compliance with the terms of the Agreement. Such audits will
be conducted during normal business hours and will not interfere
unreasonably with Your business activities.

Notwithstanding termination of this Agreement, all sub-licenses which
have been properly granted by You or Your sub-distributors to End
Users pursuant to this Agreement prior to its termination shall
survive said termination in accordance with their respective terms,
provided that the license for each such End User will be conditional
on the End User first purchasing a separate development license from
iNTERFACEWARE at the then current rates.

Confidentiality
 
You will: (a) receive and maintain the Software in confidence; (b) use
the same degree of care with respect to the Software as You employ to
protect Your own confidential and/or trade secret information from
unauthorized use, duplication and/or disclosure, being, in any event,
a high degree of care; and (c) use, duplicate, and disclose the
Software solely in accordance with the provisions of this Agreement.

Dispute Resolution

Any claim, dispute or controversy (whether in contract or tort,
pursuant to statute or regulation, or otherwise, and whether
pre-existing, present or future, arising out of or relating to: (i)
this Agreement; (ii) the Software; (iii) oral or written statements or
advertisements or promotions relating to this Agreement (collectively,
the "Claim") will he determined by arbitration to the exclusion of the
courts. You agree to waive any right You may have to commence or
participate in any class action against iNTERFACEWARE. Arbitration
will be conducted by one arbitrator pursuant to the laws and rules
relating to commercial arbitration in Ontario. The obligations to
arbitrate shall not apply to claims for misuse or infringement of
iNTERFACEWARE's intellectual property rights.

Governing Law and Jurisdiction

The validity, construction and interpretation of this Agreement, and
the rights and duties of the parties hereunder, shall be governed by
and construed in accordance with the laws of the Province of Ontario
and the federal laws of Canada applicable therein. You agree and
hereby submit to the non-exclusive jurisdiction of the courts of the
Province of Ontario with respect to all matters relating to this
Agreement.

General

This Agreement embodies the entire agreement of the parties with
respect to the subject matter hereof and supersedes and cancels any
and all prior understandings or agreements, verbal or otherwise, in
relation hereto which may exist between the parties including ,
without limitation, any prior software license agreements and terms
and conditions.  No oral explanation or information by either of the
parties hereto shall alter the meaning or interpretation of this
Agreement. All preprinted terms contained in any document used by the
You to order software and/or user licenses from iNTERFACEWARE are
hereby fully rejected by iNTERFACEWARE and shall have no legal
effect. Neither the Agreement, nor any rights, licenses or obligations
hereunder, may be assigned by the You, in whole or in part, without
iNTERFACEWARE's prior written consent.  Any attempted assignment in
violation of this Section shall be void and without effect.  Subject
to the foregoing, this agreement will benefit and bind the parties'
successors and assigns. Except for payment obligations pursuant to
this Agreement (including applicable taxes) or any obligations
relating to the protection of or restrictions applicable to the
iNTERFACEWARE's confidential information or intellectual property,
neither party shall be liable to the other or in breach of this
Agreement by reason of any failure or delay in performance of its
obligations to the extent such failure or delay arises (and only for
the duration that the affected party is precluded from performing) as
a result of acts of God, fire, disaster, explosion, vandalism, storm,
adverse weather conditions, strikes, labor disputes or disruptions,
epidemics, wars, national emergencies, riots, civil disturbances,
shortages of materials, actions or inactions of government
authorities, terrorist acts, lockout, work stoppages or other labor
difficulties, border delays, failures or interruptions of utilities or
telecommunications equipment or services, system failures or any other
cause or event that is beyond the reasonable control of that
party. The failure by iNTERFACEWARE to require or enforce the
performance of any provision of this Agreement shall not be construed
as a waiver of any provision or right. Each provision of this
Agreement is severable from the other provisions and if any of the
provisions contained in this Agreement are determined to be void,
invalid or otherwise unenforceable by a court of competent
jurisdiction, the other provisions will continue to have full force
and effect. All provisions of the United Nations Convention On
Contracts For The International Sale of Goods are hereby rejected by
the parties and excluded from this Agreement in their entirety. The
Uniform Computer Information Transactions Act, or any version thereof,
adopted by any state located in the United States, in any form
("UCITA") shall not apply to this Agreement. To the extent that UCITA
is applicable, the parties agree to opt out of the applicability of
UCITA pursuant to the opt-out provisions contained therein.


EXHIBIT A

MAINTENANCE AND SUPPORT PROGRAM

During the term of this Agreement, and subject to paying the
applicable annual maintenance and support fee, iNTERFACEWARE will
provide maintenance and support services to You for each instance of
the Software for which You have purchased maintenance and support
services. Maintenance and support is not available for Trial Users and
is not transferable amongst instances of the Software for which You
have obtained separate registration keys. For example, if You have
purchased one development registration key and one runtime
registration key, but only purchased maintenance and support service
in connection with one of the registration keys, then You cannot get
maintenance and support services for the instance of the Software
associated with the other registration key unless You purchase a
separate maintenance and support program for that instance of the
Software.

The term of the maintenance and support services shall begin on the
date that You purchase such services in connection with a particular
registration key and shall continue for a period of one (1) year (the
"Initial Term"). The maintenance and support services shall
automatically renew at the end of the one (1) year period (each a
"Renewal Term) and You will automatically be invoiced for each such
Renewal Term, unless You give notice of Your intent to terminate the
maintenance and support services within 90 days of the end of the then
current term.

If You are a Development User then maintenance and support services
shall consist of error correction, upgrades and permitted transfers as
further described below.

a) Error Correction. During the first thirty (30) days of the Initial
   Term, iNTERFACEWARE will provide unlimited telephone support
   relating to Minor Support Incidents, installation of the Software
   and other issues as deemed appropriate by iNTERFACEWARE. During the
   Initial term and during each Renewal Term of the Agreement,
   iNTERFACEWARE will provide support for up to 10 Minor Support
   Incidents.  Allowance for unused Minor Support Incidents during the
   Initial Term or a particular Renewal Term cannot be accumulated for
   use in subsequent Renewal Terms .If iNTERFACEWARE provides support
   for an issue that is not a Minor Support Incident will not be taken
   as acquiescence to providing further support for the issue or other
   issues that are not Minor Support Incidents. For the purposes of
   this Agreement, the term "Minor Support Incident" means a technical
   issue that can be resolved in less than twenty (20) minutes, as
   determined solely be iNTERFACEWARE.  Each attempt to resolve such
   an issue will be a separate Minor Support Incident.  For example,
   two telephone calls to iNTERFACEWARE support to resolve the same
   issue will count as two Minor Support Incidents. In no
   circumstances does iNTERFACEWARE represent or warrant that Minor
   Support Incidents or other problems with the Software will not
   occur or that any or all of such problems can or will be remedied.

b) Upgrades. During the term of the maintenance and support services,
   iNTERFACEWARE may at its sole discretion provide upgrade versions
   of the Software.  At any time, iNTERFACEWARE will provide support
   only for its current version of the Software.  iNTERFACEWARE does
   not warrant that future versions of the Software will include the
   features of all previous versions.

c) Transfers. During the term of the maintenance and support services,
   iNTERFACEWARE will accommodate reasonable requests to transfer an
   installation of the Software from the computer system on which it
   is initially installed to a replacement computer system in case of
   hardware failure or replacement.  Following such a transfer, You,
   Your sub-distributors or the End Users, as the case may be, will
   only use the installation on the replacement computer system in
   accordance with all of the restrictions set out herein in respect
   of the initial computer system. iNTERFACEWARE will be entitled to
   decline to accommodate more than one (1) transfer in any ninety
   (90) day period or more than two (2) transfers in any 365 day
   period.

Second Level Support.  If You are a Production User then maintenance
and support services shall consist error correction, upgrades and
permitted transfers as described above and, in addition, You or Your
support personnel shall provide First Level Support to End Users for
the Integrated Applications distributed by You or Your
sub-distributors.  Problems encountered with Integrated Applications
requiring Second Level Support will be submitted to iNTERFACEWARE
through Your first level support personnel.  Second Level Support to
be provided by iNTERFACEWARE consists of e-mail and toll-free (in
North America) telephone consultation on use of the Software
(including assistance with Error diagnosis, isolation, and correction)
during iNTERFACEWARE's standard support hours. For the purposes of
this Agreement, the term "First Level Support" means basic or initial
support and includes responding to routine inquiries logging calls and
messages, initial problem determination and providing known
work-arounds and solutions.

LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN
NO EVENT WILL iNTERFACEWARE OR ITS SUPPLIERS OR ITS OR THEIR
RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND
CONTRACTORS BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES
WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF iNTERFACEWARE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF,
OR RESULTING FROM, THE MAINTENANCE AND SUPPORT SERVICES IN NO EVENT
SHALL iNTERFACEWARE'S OR ITS SUPPLIERS' TOTAL LIABILITY FOR THE
MAINTENANCE OR SUPPORT SERVICES TO YOU FOR ALL DAMAGES, LOSSES, AND
CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT
LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU
FOR THE MAINTENANCE AND SUPPORT SERVICES IN THE THREE MONTHS PRIOR TO
THE INCIDENT GIVING TO THE CLAIM. IF YOU ARE DISSATISFIED WITH ANY
PORTION OF THE MAINTENANCE OR SUPPORT SERVICES, YOUR SOLE AND
EXCLUSIVE REMEDY IS THE DISCONTINUATION OF ITS USE OF SUCH SERVICES.

You may purchase an additional support service from iNTERFACEWARE on a
per-incident or an annual basis.  Further information about
iNTERFACEWARE's support services for the Software is available at
www.interfaceware.com.

You may contact iNTERFACEWARE support by using the contact information
at www.interfaceware.com.

Last Updated: September 2009
