Software License for i-Catcher:

IMPORTANT -- READ CAREFULLY BEFORE USING THIS SOFTWARE: This License Agreement for i-Catcher ("License Agreement") is a legal agreement between you (either an individual or an entity) and iCode Systems Limited. You may install only the licensed number of copies of the Software. By clicking on the "I Accept" button, installing, copying or otherwise using the Software, you agree to be bound by the terms of this License Agreement. If you do not agree to the terms of this License Agreement, click on the "I Do Not Accept" button and do not install the Software.

YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. GRANT OF LICENSE. ICode Systems Limited hereby grants to you a non-exclusive license to use the Software and any related documentation ("Documentation") subject to the following terms:

a) You may: (i) use the Software on any single computer; (ii) use the Software on a second computer so long as the first and second computers are not used simultaneously; (iii) copy the Software for back-up and archival purposes, provided any copy must contain all of the original Software's proprietary notices.

b) iCode Systems Limited may modify this agreement upon written notice to you.

2. LICENSE RESTRICTIONS.

a) You may not: (i) permit other individuals to use the Software except under the terms listed above; (ii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Software or Documentation; (iii) copy the Software or Documentation (except for back-up or archival purposes); (iv) rent, lease, transfer, or otherwise transfer rights to the Software or Documentation; (v) remove any proprietary notices or labels on the Software or Documentation. Any such forbidden use shall immediately terminate your license to the Software.

b) You agree that you shall only use the Software and Documentation in a manner that complies with all applicable laws in the jurisdiction in which you use the Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.

c) You may not use the Software in conjunction with any device or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.

3. COPIES OF SOFTWARE AND ENHANCEMENTS. If you receive the first copy of the Software electronically and a second copy on physical media (e.g., CD, diskette, etc.), the second copy may be used for archival purposes only and may not be transferred to or used by any other person. This license does not grant you any right to any enhancement or update.

4. TITLE. Title, ownership, rights, and intellectual property rights in and to the Software and Documentation shall remain in iCode Systems Limited and/or its suppliers. The Software is protected by the copyright laws of the United Kingdom and international copyright treaties. Title, ownership rights and intellectual property rights in and to the content accessed through the Software shall be retained by the applicable content owner and may be protected by applicable copyright or other law. This license gives you no rights to such content.

5. DISCLAIMER OF WARRANTY: THE SOFTWARE AND DOCUMENTATION ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ICODE SYSTEMS LIMITED FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. . TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ICODE SYSTEMS LIMITED OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF ICODE SYSTEMS LIMITED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

6. INDEMNIFICATION. You agree to record and play back only those materials for which you have the necessary permissions, licenses, and/or clearances. You agree to hold harmless, indemnify and defend iCode Systems Limited, its officers, directors and employees, from and against any losses, damages, fines and expenses (including solicitors fees and costs) arising out of or relating to any claims that you have recorded any materials in connection with the Software in violation of another party's rights or in violation of any law. If you are importing the Software from the United Kingdom, you shall indemnify and hold iCode Systems Limited harmless from and against any import and export duties or other claims arising from such importation.

7. TERMINATION: This License Agreement shall terminate automatically if you fail to comply with the limitations described in this license. No notice shall be required from iCode Systems Limited to effectuate such termination. Upon termination, you must destroy all copies of the Software and Documentation.

8. MISCELLANEOUS. This License Agreement shall constitute the complete and exclusive agreement between us, notwithstanding any variance with any purchase order or other written instrument submitted by you, whether formally rejected by iCode Systems Limited or not. The acceptance of any purchase order that you place is expressly made conditional on your consent to the terms set forth herein. The terms and conditions contained in this License Agreement may not be modified except in a writing duly signed by you and an authorized representative of iCode Systems Limited. If any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This License Agreement shall be governed by the laws of the United Kingdom, without regard to conflicts of law provisions. Any and all unresolved disputes arising under this License Agreement shall be submitted to arbitration except that, to the extent that you have breached or have indicated your intention to breach this License Agreement in any manner which may cause continuing or irreparable harm to iCode Systems Limited (including, but not limited to, any breach that may impact iCode Systems Limited�s intellectual property rights, or a breach by reverse engineering), iCode Systems Limited may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. Any arbitration of a dispute under this Agreement shall be conducted under the rules then prevailing of the United Kingdom justice systems. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. The United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded, will not govern this License Agreement.

Copyright (c) 2001 iCode Systems Limited and/or its suppliers. Units 4 & 5 Grange Farm Business Park, Sandy Lane, Shedfield, Southampton, Hampshire SO32 2HQ UK.

All rights reserved.