Software License Agreement

SOFTWARE LICENSE AGREEMENT
INTELIC SOFTWARE SOLUTIONS INC. ("INTELIC")


This Agreement sets forth the terms and conditions under which Intelic will license to you (RECIPIENT) the use of the object code to the Intelic ProChannel Enterprise Software programs and any subsequent modules which Intelic supplies to the RECIPIENT hereunder together with the related documentation (the "SOFTWARE").


The use of the SOFTWARE in any manner means you accept the terms of this license agreement.


1. OWNERSHIP. RECIPIENT acknowledges that the SOFTWARE and all copyrights and other right, title and interest therein, are the sole property of Intelic and its licensors, and that RECIPIENT shall gain no right, title or interest in the SOFTWARE by virtue of this Agreement other than the non-exclusive right to use the SOFTWARE expressly granted herein. Without limiting the foregoing, RECIPIENT specifically acknowledges Intelic's exclusive ownership of any modification, translation or adaptation of the SOFTWARE, and any other improvement or development based thereon, which is developed, supplied, installed or paid for by or on behalf of RECIPIENT. The SOFTWARE includes certain components which are owned and copyrighted by Intelic's licensors, Oracle, and Netscape. Nothing in this License Agreement constitutes a waiver of Intelic's or its licensors' rights under the U. S. and International copyright laws. Intelic acknowledges that it has not knowingly incorporated any mechanisms into the Software that would render it useless.


2. LICENSE OF SOFTWARE. In consideration of RECIPIENT's payment of the license fee payable hereunder, Intelic grants to RECIPIENT a personal, nontransferable and nonexclusive license to use the SOFTWARE only on the server for which it was licensed ("Licensed Server"), with a single production database only. RECIPIENT represents, warrants and agrees that the SOFTWARE will be used only for the benefit of RECIPIENT and its subsidiaries.


2.1 LICENSED SERVER. If the SOFTWARE is to be used by two or more
CPUs simultaneously, then RECIPIENT must license additional copies of
the SOFTWARE for each CPU. If the Licensed Server is a computer network,
the license granted hereunder permits RECIPIENT to use the SOFTWARE only
on a single database server or multi-terminal CPU at a time. If the
Intelic multi-user system is to be used on two or more database servers
or multi-terminal CPUs at a time, then RECIPIENT must license additional
copies of the SOFTWARE for each database server or multi-terminal CPU
computer system.


3. ANNUAL MAINTENANCE / SOFTWARE SUPPORT PROGRAM (SSP).


3.1 RECIPIENT shall be entitled to receive telephone support,
revised and corrected versions of the SOFTWARE ("Updates") and enhanced
and improved versions of the SOFTWARE ("Upgrades") as and when generally
released to Intelic's customers, upon payment to Intelic of an annual
SSP subscription fee.


3.2 This Agreement covers only the right to use the SOFTWARE. To the
extent RECIPIENT requires any related service (including installation,
training, and integration of Updates and Upgrades), RECIPIENT may
procure such services by a separate Professional Services Agreement with
Intelic.


4. RESTRICTIONS ON USE. RECIPIENT may not use this SOFTWARE in a service bureau or interactive cable television business; RECIPIENT may not rent, lease or grant sublicenses, leases or other rights in the SOFTWARE to others. RECIPIENT shall implement all reasonable measures necessary to safeguard Intelic's and its licensors' ownership of the SOFTWARE, including without limitation: (i) to allow its employees, agents and third parties access to the SOFTWARE only to the extent necessary to permit the performance of their ordinary services to RECIPIENT and to require, as a condition to such access, that they a ...