Computer Software License Agreement Flagship Industries, Inc. P.O. Box 198 Maryville, Illinois 62062 This is a computer software license agreement entered into between Flagship Industries, Inc. ("Flagship") and ________________________________ ("User") for the use of Ventrilo 2.0 Software, an internet-based communication software. Flagship hereby grants to the User a non-exclusive license to use the software in accordance with the terms of this agreement. As consideration for said license, the User agrees as follows: 1. Reservation of rights. All rights not expressly granted to the User by this License Agreement are reserved by Flagship. 2. Disassembly. The User understands and agrees that it shall not copy the program into any machine-readable or printed form, except for archival or for back-up purposed in accordance with the terms of this Agreement. The User will not reverse engineer, decompile, disassemble, translate, merge into another computer program or otherwise modify the software. 3. Transfer of software. The User will not sublicense, assign, or transfer the license, the software, or any rights under this Agreement without the prior written consent of Flagship. 4. Non-disclosure. The User, its employees and agents will hold the software in trust and confidence and shall not disclose the source code or other confidential information received through use of the software. 5. Fees. A corporation or home user may use the software to host its own server, without a fee, provided it does not charge for its use directly or indirectly. Any home server, business, or corporation that charges for use of its server, directly or indirectly, shall be subject to licensing fees. Inclusion of a Ventrilo server as part of any rental or membership package shall be subject to a licensing fee which is calculated for servers which are configured to handle a maximum number of clients at any one time ("Maxclients") as US$0.10 multiplied by the number of servers multiplied by the number of Maxclients per server utilizing the Ventrilo software. As of the date of signing this Agreement User has _____ servers each configured for _____________ Maxclients, resulting in an initial licensing fee of US$__________________. User shall immediately report to Flagship any change in the number of servers or Maxclients in its system and its MONTHLY fee shall be adjusted accordingly at the beginning of the next month. 6. Updates and new versions. In the event that updates or new versions of the software are developed, Licensor may at its discretion, make updates and new versions available to the User upon payment of a fee. Flagship may require the return of the original software to Flagship, or require that the User discontinue use of older versions of the software. If software is updated and made available to the User, the User may use the update only in accordance with the terms and conditions of this Agreement. 7. This Agreement is effective upon opening of the software package, or its initial use if downloaded, and shall continue, unless terminated earlier in accordance with the terms herein. The User may terminate this Agreement at any time by returning the software and all copies and extracts therefrom to Flagship. 8. Limited Warranty; Limitation of liability. Flagship warrants only that the software shall perform substantially in accordance with accompanying documentation under normal use for the period the license is valid. The entire and exclusive liability and remedy for breach of this Limited Warranty shall be, at Flagship's discretion, either (1) refund the used portion of any prepaid fee after notifying Flagship of a material defect or (2) electronically update defective software with corrected software to eliminate a defect. The User shall assume responsibility for the selection of the software and for the installation, use, and results obtained from the software. The entire risk as to the quality and performance of the software is borne by the User. FLAGSHIP EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY. No action for the above Limited Warranty may be commenced after one (1) year following the expiration date of the warranty. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAY, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE THE SOFTWARE IN QUESTION WAS FIRST SUPPLIED TO CUSTOMER. If a limitation is not allowed, the above limitation may not apply to the User. 9. Jurisdiction and Venue. This Agreement and the terms herein shall be governed by the laws of the state of Illinois. All disputes hereunder shall be resolved in Madison County, Illinois. 10. Miscellaneous. This Agreement constitutes the entire understanding of the parties, and merges all prior communications, representations, and agreements. This Agreement may be modified only by a written agreement signed by both parties. If any provision of this Agreement is held invalid or unenforceable for any reason, such invalidity of unenforceability shall not affect any of the remaining provisions of this Agreement. Agreed this _____ day of __________________, 20____. FLAGSHIP INDUSTRIES, INC. USER By: __________________________ By:__________________________ Brian Knapp, President __________________________ (Print Name) __________________________ (Address) __________________________