==================================================
MOBILE ACTION TECHNOLOGY INC.
HANDSET MANAGER LIMITED LICENSE AGREEMENT
==================================================

CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS REGARDING YOUR USE OF THE HANDSET MANAGER AND ITS RELATED DOCUMENTATION (THE "PROGRAM") BEFORE USING THE PROGRAM.  BY CLICKING THE "ACCEPT" BUTTON BELOW, YOU INDICATE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.  MOBILE ACTION TECHNOLOGY INC. ("MAT") WILL PROVIDE YOU WITH ONE COPY OF THE PROGRAM TO INSTALL AND LICENSE THIS PROGRAM TO YOU ("LICENSEE") PURSUANT TO THE TERMS AND CONDITIONS DESCRIBED BELOW.

BY CLICKING THE "DECLINE" BUTTON BELOW, THE INSTALLATION PROCESS WILL END.

THE PROGRAM, INCLUDING ITS CODE, DOCUMENTATION, APPEARANCE, STRUCTURE AND ORGANIZATION IS A TRADE SECRET AND  PROPRIETARY PRODUCT OF MAT AND IS PROTECTED BY COPYRIGHT, PATENT, TRADEMARK AND OTHER LAWS.  TITLE TO THE PROGRAM, OR ANY COPY, MODIFICATION, TRANSLATION, PARTIAL COPY, COMPILATION, DERIVATIVE WORK OR MERGED PORTION OF THE PROGRAM, SHALL AT ALL TIMES REMAIN WITH MAT.


1. Use of Program.  The Program is provided solely for the Licensee’s nonexclusive, internal use on one single designated computer, as identified by you in the applicable Registration Form included with this Program and subject to the usage limitation set forth herein.  You may NOT use this Program on any computer other than the designated computer as identified in such Registration Form without the prior written consent of MAT and payment of any applicable fees.  The Licensee may make copies of the Program solely for backup or archival purposes in support of its permitted use of the Program.  The Program is Confidential Information of MAT, and Licensee, its employees, and agents agree to keep the Program strictly confidential.


2. Restrictions - Without the prior written consent of MAT, the Licensee may not: 

   a. TRANSFER, ASSIGN, RENT, USE, COPY OR MODIFY THE PROGRAM, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PERMITTED IN THIS AGREEMENT.

   b. DECOMPILE, REVERSE ASSEMBLE OR OTHERWISE REVERSE ENGINEER THE PROGRAM, EXCEPT TO THE EXTENT THE FOREGOING RESTRICTION IS EXPRESSLY PROHIBITED UNDER APPLICABLE LAW.

   c. REPRODUCE, DISCLOSE, MARKET, LEASE, TRANSFER, DISTRIBUTE OR REVISE THE PROGRAM OR THE PROGRAM DOCUMENTATION. 
  
   d. DISTRIBUTE ANY EXECUTABLE VERSIONS OF THE PROGRAM TO THIRD PARTIES OR USE SUCH EXECUTABLES ON IN EXCESS OF THE LIMITATIONS SET FORTH ABOVE.

   e. USE THE PROGRAM TO PROVIDE FACILITY MANAGEMENT, SERVICE BUREAU OR OTHER ACCESS AND USE OF THE PROGRAM TO THIRD PARTIES.

MAT MAY IMMEDIATELY TERMINATE THIS AGREEMENT IN THE EVENT OF ANY FAILURE TO COMPLY WITH THE ABOVE TERMS AND CONDITIONS.  SUCH TERMINATION SHALL BE IN ADDITION TO AND NOT IN LIEU OF ANY CRIMINAL, CIVIL OR OTHER REMEDIES AVAILABLE TO MAT.


3. Warranty Limitations

THE PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


4. Limitations of Liability 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MAT BE LIABLE FOR ANY LOSS, INCLUDING LOST PROFITS, LOST SAVINGS, TIME, MONEY, GOODWILL OR OTHER INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM, EVEN IF MAT HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


5. General

Usage of the Program shall be governed by this Agreement pursuant to the Federal Regulations. Licensee acknowledges that the Program is commercial off-the-shelf software and is provided with "Restricted Rights. The manufacturer is Mobile Action Technology Inc.


THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT REGARDING THIS SUBJECT MATTER AND MAY ONLY BE AMENDED BY A WRITTEN AGREEMENT SIGNED BY AUTHORIZED REPRESENTATIVES OF BOTH MAT AND LICENSEE.


PRESS THE [Accept] BUTTON TO ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT AS SET FORTH ABOVE.
 
PRESS THE [Decline] BUTTON TO HALT THE INSTALLATION PROCESS.
