NOTICE TO RECIPIENT: THIS IS A CONTRACT. BY INSTALLING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This Cartesian Products, Inc. ("Cartesian") license agreement (the "Agreement") accompanies a Cartesian software product incorporating proprietary image compression technology (hereinafter referred to as "Software"), which technology has applications for image storage, transmission, and viewing. This copy of the Software is licensed to you as the end user, under the following legally binding agreement, as of the date on which you retrieve or otherwise acquire the Software.

1. GRANT OF LICENSE. Cartesian grants you a non-exclusive license to use, but not to sell or otherwise distribute, the Software on _____ computers residing on your premises. Cartesian retains all title and ownership of the Software. When the Software is loaded into a computer's temporary memory (e.g., RAM) it shall be considered to be in use.

2. TERMINATION. The license will terminate automatically if you fail to comply with the limitations described herein. On termination, you must cease use of the Software. The following provisions shall survive the termination of this Agreement: 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12.

3. COPYRIGHTS. You acknowledge that the Software is owned by Cartesian or its suppliers and is protected by United States copyright laws and international treaty provisions. You agree not to make any copies of the Software, except as is necessary to use the Software in accordance with Section 1 and as Cartesian is required to allow you to make under applicable law.

4. RESTRICTIONS. You may not modify or change the Software in any manner. You may not reverse engineer, decompile, or disassemble the Software. You may not tamper with any metering or disabling functions implemented by the Software.

5. NO WARRANTIES. THE SOFTWARE IS PROVIDED "AS-IS", WITHOUT WARRANTY OF ANY KIND, AND CPI HEREBY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. IN NO EVENT SHALL CARTESIAN OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE.

6. LIMITATION OF LIABILITIES. CARTESIAN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, EVEN IF CARTESIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. SEVERABILITY. If any provision of this Agreement shall be held to be void, invalid, or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

8. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. You shall not have the right to assign your interests in this Agreement to any other party, unless the prior written consent of Cartesian is obtained.

9. ENTIRE AGREEMENT. This instrument contains the entire Agreement between the parties hereto. No verbal agreement, conversation, or representation between any officers, agents, or employees of the parties hereto, either before or after the execution of this Agreement, shall affect or modify any of the terms or obligations herein contained.

10. WAIVER OF COMPLIANCE. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

11. GOVERNMENT RIGHTS. If the Licensed Software is being acquired by or on behalf of a unit or agency of the United States Government, the Government agrees that such Licensed Software is "commercial computer software" and that, absent a written agreement to the contrary, the Government's rights with respect to such Licensed Software are limited by the terms of this Agreement, pursuant to FAR $12.212(a) and/or DFARS $227.7202-A(a), as applicable.