THE FOLLOWING AGREEMENT OUTLINES THE USE OF THE SMARTWEBS SOFTWARE. BY USING THE SOFTWARE YOU CONSENT AND AGREE TO ALL OF THE TERMS AND CONDITIONS BELOW AND YOU MAY, SUBJECT TO THOSE TERMS AND CONDITIONS, USE SMARTWEBS SOFTWARE AND SERVICES.

1. Licensed Uses and Restrictions.

You represent to Smartwebs Inc. and its affiliates (collectively, "Licensor") that you have the authority to enter into this agreement. The Smartwebs Software applications ("Smartwebs Software") as described in the Smartwebs Software Deliverables section are owned by Licensor (or Licensor's own licensors) and are licensed to you on a worldwide, non-exclusive, non-sublicenseable basis on the terms and conditions set forth herein. This Software License Agreement defines legal use of the Smartwebs Software, all updates or revisions thereto or Licensor substitutions therefore, and any copies of the foregoing made by or for you. All rights not expressly granted to you are reserved by Licensor.

(a) YOU MAY use Smartwebs Software and any updates thereto furnished by Licensor (in its sole discretion). This Software License Agreement terminates automatically if (a) you violate any of the terms or conditions of this Agreement, (b) you attempt to transfer a copy of the Smartwebs Software or assign or delegate your rights under this Software License Agreement to any third party, which transfer, assignment, or delegation will be null and void. You may also reproduce electronic images of the Smartwebs Software for use in training aids or operational manuals.

(b) YOU MAY NOT

(i) decompile, reverse engineer, disassemble, rent, lease, loan, distribute, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) from the Smartwebs Software or any portion thereof, or seek to obtain intellectual property protection on the Smartwebs Software or any portion thereof. Neither may you incorporate the Smartwebs Software into any computer chip or the firmware of a computing device manufactured by or for you.

(ii) use the Smartwebs Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with or this Software License Agreement, nor interfere with or disrupt the Smartwebs computer networks, Web sites, or services connection with or accessed by the Smartwebs Software.

(iii) sell, lease, loan, distribute, transfer or sublicense the Smartwebs Software or access thereto or derive income from the use or provision of the Smartwebs Software, whether for direct commercial or monetary gain or otherwise, without Licensor's prior, express, written permission;

(iv) transfer your rights under this Software License Agreement to another person or entity, or;

(v) make available through the Smartwebs Software any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.

2. Ownership and Relationship of Parties

The Smartwebs Software is protected by copyrights, trademarks, service marks, and/or other proprietary rights and laws of the U.S. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in this Software License Agreement. Licensor and Licensor's own technology licensors own all rights, title, and interest in and to their applicable contributions to the Smartwebs Software. This Software License Agreement grants you no right, title, or interest in any intellectual property owned or licensed by Licensor, including (but not limited to) the Smartwebs Software and Licensor trademarks, and creates no relationship between yourself and Licensor's technology licensors, or between you and Licensor other than that of Licensor to licensee. All rights not granted to you are reserved by their owners. Except as specifically permitted by this Software License Agreement, you may not copy or make any use of the Smartwebs Software or any portion thereof. You may not use the Smartwebs Software or any variations or derivatives thereof, other than as specified in this Agreement or as permitted by applicable law, without Licensor's prior written approval.

3. Warranty

Use of the Smartwebs Software is entirely at your sole risk. Licensor warrants Smartwebs Software and Smartwebs Software Services for a period of six month from Smartwebs Website launch. Licensor does not warrant, nor will be responsible for the performance of any third party products or any modifications not made by Licensor. Your sole and exclusive rights and remedies with respect to any third party product, including rights and remedies in the event a third party product gives rise to an infringement claim, will be against the third party vendor and not against Licensor. Licensor does agree, to assign to you any assignable warranties we may receive from any such third party vendor.

Licensor, its officers, directors, employees, contractors, Agents, affiliates, and assigns (collectively, "Licensor Entities") and their own licensors expressly disclaim any written or oral representations which contradict this software license agreement and any and all implied warranties pertaining to the Smartwebs Software or the accuracy, timeliness, completeness, or adequacy of the Smartwebs Software, including the implied warranties of title, merchantability, satisfactory quality, non-infringement, and fitness for a particular purpose. If the Smartwebs Software proves defective, you (and not the licensor entities or their licensors) assume the entire cost of all necessary repair to your computer systems, files, correction of inaccurate data, or injury of any kind, even if the licensor entities or their licensors have been advised of the possibility of such a defect or damages.

4. Limitation of Liability

The Licensor Entities and their own licensors will not be liable to you for claims and liabilities of any kind arising out of or in any way related to the use of the Smartwebs Software by you or by third parties, to the use or non-use of any brokerage firm or dealer, or to the sale or purchase of any security, whether such claims and liabilities are based on any legal or equitable theory. The Licensor Entities and their licensors are to never be liable to you for any and all incidental, special, indirect or consequential damages arising out of or related to your use or inability to use the Smartwebs Software, whether such damage claims are brought under any theory of law or equity. Damages excluded by this clause include, without limitation, those for loss of business profits, injury to person or property, business interruption, loss of business or personal information.

Licensor does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Smartwebs Software. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk.

5. Indemnification

(a)You agree to indemnify and hold the Licensor Entities harmless from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of use of the Smartwebs Software, violation of any terms or conditions of this Software License Agreement, violation of applicable laws, or violation of any rights of another person or entity.

(b) Licensor Entities agree to indemnify and hold you harmless from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of your use of the Smartwebs Software, violation of applicable laws, or violation of any rights of another person or entity, including but not limited to third party intellectual property rights.

6. Controlling Law

This Software License Agreement shall be governed by the laws of the Commonwealth of Massachusetts. You consent to exclusive jurisdiction and venue in Suffolk County, Massachusetts and waive the defense of forum non conveniens.

7. Severability

If, for any reason, a court of competent jurisdiction finds any provision of this Software

License Agreement, or portion thereof, unenforceable, then the remainder of the Software

License Agreement shall continue in full force and effect and will be read to give maximum effect to the intention of the parties as reflected by its plain language.

8. No General Waiver

Licensor's failure, in any instance, to exercise any of its rights under this Software

License Agreement will not constitute a general waiver of such or any other rights

hereunder.

9. Payment Terms

All payments shall be due within thirty (30) days of receipt of invoice and before delivery of any Smartweb Software. For amounts paid after the due date, Smartwebs reserves the right to charge Customer interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, if less). All payments shall be in U.S. dollars. Smartwebs reserves the right to discontinue service to Customer for any account more than 45 days past due.

10. Trademark Information

Smartwebs, the Smartwebs logo, and other Smartwebs logos and product and service names are trademarks of Smartwebs Inc. (the "Smartwebs Marks"). Without Smartwebs prior permission, you agree not to display or use in any manner, the Smartwebs Marks.

11. Complete Agreement

This Software License Agreement constitutes the entire understanding between the parties respecting use of the Smartwebs Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Software License Agreement will be binding unless made by an authorized Licensor representative acting in his or her official capacity. No third party constitutes an authorized Licensor representative for this purpose.