THIS SOURCE CODE LICENSE AND TERMS AND CONDITIONS OF SALE (the "Agreement") shall govern the license of software by Gareth Lennox (hereinafter the "Licensor"). By accepting or using any software, services or products of the Licensor, you agree to be bound by this Agreement. Licensor has developed and owns certain proprietary software. Licensee desires to obtain a limited, non-exclusive, non-transferable, non-assignable source code license for its use of such software and Licensor desires to grant such a license to Licensee on the terms and conditions set forth herein. 1. DEFINITIONS. The following words shall have the following meanings when used in this Agreement: 1.1. "Licensee Work(s)" shall mean any development kits, drivers, tools, applications, and demonstrations of any of the same, or other products developed by or on behalf of Licensee into which the Software or any part thereof has been integrated. 1.2. "Documentation" shall mean all documents (electronic or otherwise) shipped to Licensee or accessed by the Licensee on Licensor's web site and any derivative works. 1.3. "License(s)" shall mean any license or licenses for Licensee's use only, granted by Licensor to Licensee to use the Software and the Documentation pursuant to this Agreement. 1.4. "Services" shall mean all services provided by Licensor in support of the Software. 1.5. "Software" shall mean the compiled applications and source code for the GHPWizard controls and any other software source code provided or disclosed by Licensor to Licensee. 2. LICENSE, RESTRICTIONS, PROPRIETARY RIGHTS AND INDEMNICATION. 2.1. Grant of Software License. Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, non-assignable, royalty-free license to develop and manufacture Licensee Works for sale or other distribution to third parties; provided, however, that 2.1.1. Licensee shall compile into object code form any and all Software which is integrated into Licensee Works and Licensee shall be prohibited from distributing to any third party any Licensee Work which contains Licensor's Software in any other form; and 2.1.2. Licensee shall use its best efforts to develop and manufacture the Licensee Works in such a manner so as to prevent access to the Software or any portion thereof that has been integrated into the Licensee Works. Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, non-assignable, royalty-free license to use the Documentation pertaining to the Software in support of Licensee's authorized use of the Software. 2.2. General Prohibitions. Except as otherwise expressly provided herein, Licensee shall not copy or use the Software or the Documentation, or otherwise authorize or permit the copying or use of the Software or the Documentation by any other person or entity, without the prior written consent of Licensor, which consent shall require all titles, trademarks, and copyright and restricted rights notices shall be reproduced and preserved in such copies and all such copies shall be subject to the terms of this Agreement. 2.3. Proprietary Rights. Licensor shall retain all rights, including but not limited to intellectual property, copyright, trademark, trade secret, patent and other proprietary rights in and to the Software and the Documentation. This Agreement does not confer upon Licensee any rights, express or implied, in the Software or the Documentation, other than those expressly specified in this Agreement. 2.4. Licensee Works Indemnification. Licensee shall indemnify, defend and hold harmless Licensor, its members, directors, officers, employees and agents from and against any and all claims, actions, damages, liabilities and expenses (including attorney's fees), incurred or arising from or out of or relating to any causes of action, claims, suits or proceedings pertaining in any way to any Licensee Work or the use of the Software or products or services of Licensor. In the event that Licensor seeks indemnification pursuant to this Section, Licensor shall notify Licensee of such claim, and Licensee shall have control of the defence of such claim and all negotiations for settlement or compromise thereof at Licensee's sole cost and expense (including the cost and expense of attorney's fees); provided, however, that the aforesaid right of Licensee to control such defence shall be subject to Licensee providing to Licensor evidence reasonably satisfactory to Licensor of the financial responsibility (including, but not limited to, adequate insurance coverage) of Licensee with respect to the payment of all claims, costs and expenses that may be incurred. If Licensee shall fail to protest, defend, or settle such claims promptly, diligently and in good faith, or if Licensee shall fail to provide to Licensor the aforesaid evidence of Licensee's financial responsibility, Licensor shall have the right, in its sole discretion, to settle, defend or pay the same, in which event, Licensee's indemnification shall extend to and include the amount of said settlement or payment and/or the costs and legal expenses of such defence and settlement. 3. TERM AND TERMINATION. 3.1. Term. The Software License granted under this Agreement shall remain in effect perpetually unless and until this Agreement is terminated as provided in this Section. 3.2. Termination. Notwithstanding anything to the contrary contained in this Agreement, Licensor shall have the right immediately to terminate this Agreement without notice if Licensee breaches, neglects or fails to perform or observe any of its obligations under this Agreement or otherwise misuses the Software or the Documentation in contravention of this Agreement. Termination of this Agreement shall not relieve Licensee from any liability which Licensee may have to Licensor for any loss, damage, liability, cost or expense which Licensor may incur resulting from, arising out of, attributable to, or in any manner connected with a breach by Licensee of the terms and provisions of this Agreement. The parties' rights and obligations under Sections 2, 5, 6, 7 and 10 shall survive termination of this Agreement. Upon termination of this Agreement, Licensee shall (A) provide to Licensor the certification required pursuant to Section 7, below; (B) immediately cease using the Software and the Documentation for any and all purposes other than in respect of the manufacture and distribution of the respective version of each then-existing Licensee Work, which version has been generally released to the market by Licensee on or before the date of termination of this Agreement; and (C) Licensee shall be prohibited from using the Software to develop, manufacture or distribute any new Licensee Works and any versions of existing Licensee Works, in each case which have not been generally released to the market by Licensee on or before the date of termination of this Agreement. 4. TECHNICAL SUPPORT SERVICES. Services for technical support will be provided under Licensor's technical support policies, terms and conditions in effect on the date Services are requested, subject to the payment by Licensee of any applicable fees. 5. CONFIDENTIAL INFORMATION, INDEMNICATION AND REMEDIES. Licensee acknowledges and agrees that all information of Licensor's business, products and services including but not limited to Software and Documentation is "Confidential Information", and Licensee agrees that it will not, during or after the term of this Agreement, permit the duplication, use, or disclosure of any such Confidential Information to any third party, unless such duplication, use or disclosure independently is first authorized by Licensor in writing. Licensee shall use reasonable diligence to prevent the unauthorized disclosure or reproduction of such information. For the purposes of this Agreement, the term Confidential Information shall not include information which is in the public domain; information which was in Licensee's lawful possession prior to the disclosure by Licensor and which had not been obtained by Licensee either directly or indirectly from the Licensor; information properly obtained hereafter from a source who is not under an obligation of confidentiality in respect of such information; or information which is independently developed by Licensee. Licensee shall indemnify Licensor for any loss, damage, expense or liability incurred by Licensor, resulting from, arising out of, attributable to, or in any manner connected with a breach by Licensee of this Agreement, including but not limited to Section 5. Licensee acknowledges and agrees that any violation by such party of the terms and provisions of this Section 5 will result in irreparable injury to the Licensor, which cannot be compensated adequately by monetary damages. Accordingly, Licensee agrees that any violation by Licensee of the terms and provisions of this Section 5, in addition to any other rights and remedies the other party may have, will be the proper subject for immediate injunctive and other equitable relief to Licensor. 6. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY. THE SOFTWARE, THE DOCUMENTATION, PRODUCTS AND THE SERVICES OF LICENSOR ARE PROVIDED "AS IS". LICENSOR MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES IN RESPECT OF THE SOFTWARE, DOCUMENTATION, PRODUCTS OR SERVICES OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE BY LICENSEE. FURTHER, LICENSOR DOES NOT WARRANT THAT THE SOFTWARE OR THE DOCUMENTATION WILL MEET LICENSEE'S REQUIREMENTS, THAT THE SOFTWARE OR DOCUMENTATION WILL OPERATE IN THE COMBINATIONS WHICH LICENSEE MAY SELECT FOR USE, OR THAT THE OPERATION OF THE SOFTWARE AND DOCUMENTATION WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSOR SHALL NOT BE LIABLE FOR ANY: (A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR OUT OF OR RELATED TO THE BREACH OF THIS AGREEMENT OR THE OPERATION OR USE OF THE SOFTWARE, DOCUMENTATION, PRODUCTS OR SERVICES INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST LICENSEE BY ANY THIRD PERSON, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY LICENSOR TO PERFORM LICENSOR'S OBLIGATIONS UNDER THIS AGREEMENT; OR (C) CLAIMS WHICH ARE MADE THE SUBJECT OF A LEGAL PROCEEDING AGAINST LICENSOR MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, LICENSOR'S TOTAL LIABILITY UNDER THIS AGREEMENT WHETHER UNDER IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL NOT BE GREATER THAN THE LESSER OF THE AMOUNT OF PAYMENTS ACTUALLY RECEIVED BY THE LICENSOR PURSUANT TO THIS AGREEMENT. 7. USE CERTIFICATIONS. No later than ten (10) days after (i) Licensor's written request and (ii) the expiration or earlier termination of this Agreement, Licensee shall deliver to Licensor a signed certification disclosing all of Licensee's existing uses of the Software. Such certification shall include, without limitation, a detailed identification (including version identification) of all of Licensee Works and whether each such Licensee Work has been distributed to the market. 8. ASSIGNMENT. Licensee may not assign or transfer its interest, rights or obligations under this Agreement by written agreement, merger, consolidation, operation of law or otherwise, without the prior written consent of Licensor. Licensor may assign this Agreement. 9. INDEPENDENT CONTRACTOR. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. All work performed by Licensor in connection with the Software and/or Services described in this Agreement shall be performed by Licensor as an independent contractor and not as the agent or employee of Licensee. 10. PUBLICITY. Licensee recognizes and acknowledges the confidential nature of this Agreement and agrees to keep all information regarding this Agreement, including but not limited to the pricing in respect thereof, strictly confidential. 11. GOVERNING LAW. The validity, construction, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa. 12. WAIVER OF BREACH. No waiver of breach or failure to exercise any option, right or privilege under the terms of this Agreement on any occasion or occasions shall be construed to be a waiver of the same or any other option, right of privilege on any other occasion. 13. SEVERABILITY. If any of the provisions of this Agreement shall be invalid or unenforceable under the laws of the Republic of South Africa, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of Licensor and Licensee shall be construed and enforced accordingly. 14. NOTICES. All notices, demands, or other communications herein provided to be given or which may be given by any party to the other shall be deemed to have been duly given upon receipt, at such address as the parties provide to each other in writing from time to time. Licensee agrees that Licensor may treat electronic documents sent by Licensee to Licensor as original documents; nevertheless, either party may require the other to exchange original signed documents. 15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties in respect of the subject matter contained herein, superseding all previous agreements pertaining to such subject matter, and may be modified only by an amendment executed in writing by both parties hereto. All prior agreements, representations, warranties, statements, negotiations, understandings and undertakings are superseded hereby and Licensee hereby represents and acknowledges that in entering into this Agreement it did not rely on any representations or warranties. It is agreed expressly that the terms of this Agreement shall supersede the terms in any Licensee purchase order or other ordering document. Both parties hereto represent that they have read this Agreement, understand it, agree to be bound by all terms and conditions stated herein, and acknowledge receipt of a true and exact copy of this Agreement.