AuditWizard 7.1.2

END-USER LICENSE AGREEMENT

THIS LICENSE AGREEMENT SUPERSEDES THE LICENSE AGREEMENT

CONTAINED IN THE SOFTWARE INSTALLATION AND DOCUMENTATION.

CAREFULLY READ THE TERMS AND CONDITIONS OF THIS END USER

LICENSE AGREEMENT ("AGREEMENT") BEFORE OPENING THIS

PACKAGE. BY OPENING THIS PACKAGE, YOU ARE ACCEPTING AND

AGREEING TO THESE TERMS AND CONDITIONS.

IF YOU ARE NOT WILLING TO ACCEPT AND AGREE TO THESE TERMS

END-USER LICENSE AGREEMENT

THIS LICENSE AGREEMENT SUPERSEDES THE LICENSE AGREEMENT

CONTAINED IN THE SOFTWARE INSTALLATION AND DOCUMENTATION.

CAREFULLY READ THE TERMS AND CONDITIONS OF THIS END USER

LICENSE AGREEMENT ("AGREEMENT") BEFORE OPENING THIS

PACKAGE. BY OPENING THIS PACKAGE, YOU ARE ACCEPTING AND

AGREEING TO THESE TERMS AND CONDITIONS.

IF YOU ARE NOT WILLING TO ACCEPT AND AGREE TO THESE TERMS

AND CONDITIONS, YOU SHOULD RETURN THIS PACKAGE IN UNOPENED

FORM WITHIN 7 DAYS OF RECEIPT FOR A FULL REFUND OF THE

LICENSE FEE YOU PAID.

This Software (which term where appropriate shall be deemed to include

all materials, associated with the Software including, but not limited to,

all documentation, user manuals, training materials, and media) is

Copyright (c) 1998 - 2007 by Layton Technology, Inc. All rights are

reserved.

1. License

Layton Technology, Inc, ("Layton Technology") hereby grants to you,

and you accept, a limited nonexclusive license to use the AuditWizard™

computer software program contained on the enclosed in machinereadable,

object code form only, along with the accompanying User

Manual (collectively, the "Software"), only as authorized in this License

agreement.

Except for the rights specifically granted in this Agreement, Layton

Technology retains all right, title and interest (including without

limitation, copyright and other intellectual property rights) in and to the

software.

2. Use

Your organization is licensed to audit the number of PC’s specified on

your account. The software may be used to audit up to the specified

quantity of computer(s) owned, leased, or otherwise controlled by you.

All of the above computers must be audited within a single

AuditWizard™ database and reside domestically within the country

AuditWizard User Guide

END USER LICENSE AGREEMENT

where the license was purchased, unless an International License was

purchased.

Transferring a license between organizations and countries is prohibited.

Definition of Licenses:

Site License=This license may be used to audit up to the specified

quantity of computer(s) owned, leased, or otherwise controlled by you,

but limited to a single building/campus.

Starter Pack/Busisness Pack/Corporate Pack/Enterprise Pack; This

license(s) may be used to audit up to the specified quantity of

computer(s) owned, leased, or otherwise controlled by you domestically

within the country where the license was purchased.

3. Restrictions

You agree that you will not modify, alter, reverse engineer, de-compile

or otherwise translate the software. You agree that you will not use the

software to provide service bureau or other access and/or use of

software to third parties. You agree that you will not display or store the

software on any web page, or transmit the software electronically via

the Internet.

You agree that you will not sell, distribute, load, assign, sublicense,

pledge, lease, rent, share or other wise transfer the software (or any

copy thereof) or your rights and obligations under this agreement.

4. Copies

You may make a single copy of the software solely for backup and

archival purposes, provided that such a copy contains all of the original

Software Copyright information and other proprietary notices.

5. Terms; Termination

This license agreement is effective upon your opening of this package

and shall continue until terminated. You may terminate this license

agreement at any time by destroying the software (and all copies

thereof) and erasing any copies residing on computer equipment.

In addition, this agreement shall be terminated automatically if you fail

to comply with any of the terms and conditions of this Agreement. Upon

such termination, you agree to destroy the software (and all of its

copies thereof) and erase any copies residing on computer equipment.

AuditWizard User Guide

END USER LICENSE AGREEMENT

Layton Technology reserves the right to change this EULA at any time.

For a current copy of the EULA visit www.laytontechnology.com.

6. Limited Warranty/Remedy

Layton Technology warrants for your benefit alone, for a period of 14

days from the date of your receipt of the software (the "Warranty

Period") that (i) the disk in which the software is contained is free from

defects in material and workmanship, and (ii) the software will operate

substantially in accordance with material functional specifications in the

User's Manual. Layton Technology's entire liability and your sole and

exclusive remedy for any breach of this limited warranty shall be, at

Layton Technology's option, either (a) return of the license fee you paid,

or (b) repair or replacement of the software; provided that you return

the software to Layton Technology within the warranty period along with

a detailed description of the problem encountered.

The limited warranty provided in this section shall be void if the problem

encountered has resulted from improper use, neglect, abuse, accident or

unauthorized modification.

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION,

THE SOFTWARE IS LICENSED "AS IS" AND LAYTON TECHNOLOGY

DISCLAIMS ANY AND ALL OTHER WARRANTIES WITH REGARDS TO THE

SOFTWARE (WHETHER EXPRESS OR IMPLIED), INCLUDING WITHOUT

LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, INFRINGEMENT OR TITLE, OR

ANY WARRANTY OF THE QUALITY FUNCTIONALITY, OPERABILITY, USE

OR PERFORMANCE OF THE SOFTWARE.

7. Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY

(WHETHER TORT, CONTRACT OR OTHERWISE) SHALL LAYTON

TECHNOLOGY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR

CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT

LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, COMPUTER

FAILURE OR MALFUNCTION, LOSS OF BUSINESS PROFITS GOODWILL

OR INFORMATION, OR ANY OTHER PECUNIARY LOSS OF DAMAGE)

ARISING OUT OF OR RELATING TO THE SOFTWARE (INCLUDING

WITHOUT LIMITATION USE OR INABILITY TO USE THE SOFTWARE),

EVEN IF LAYTON TECHNOLOGY HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES, UNDER NO CIRCUMSTANCES SHALL

LAYTON TECHNOLOGY`S CUMULATIVE LIABILITY TO YOU EXCEED THE

LICENSE FEE PAID BY YOU FOR THE SOFTWARE.

8. Qualification

AuditWizard User Guide

END USER LICENSE AGREEMENT

Some jurisdictions do not allow the limited warranty and remedy

provisions described in section 6, or the limitation provisions described

in section 7, so those limitations may not apply to you. This Agreement

gives you specific legal rights and you may also have different or

additional legal rights, depending on the applicable law in your

jurisdiction.

9. Government

The software is provided to the U.S. government only with restricted

and limited rights. Use, duplications, or disclosure by the Government is

subject to restrictions set forth in FAR sections 52-227-14 and 52-227-

19 or DFARS Section 52.227-7013 (c)(l)(ii), as applicable. Manufacturer

is

Layton Technology Inc,

3710 Corporex Park Drive, Suite 100,

Tampa FL 33619

10. Governing Law

This agreement and any dispute or controversy arising out of or relating

thereto shall in all respects be governed by and construed in the

accordance with the laws of the State of Florida, excluding its conflicts of

laws principles.