This is a legal agreement ("Agreement") between client ("Recipient"), and Capital eCommerce Company. This CapitalCart License Agreement is a legal agreement between you and Capital eCommerce Company, which owns a proprietary computer software e-commerce system which includes computer software, proprietary data, computer services, and "on-line" or electronic documentation and associated media and printed materials (collectively known as "CapitalCart" or "Software"). By installing, copying, or otherwise using the Software or any Software Updates, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install, copy, or use the Software, including all Software Updates and Modifications that Recipient receives as part of the Software.

1. GRANT OF LICENSE.
(a) Capital eCommerce Company grants Recipient a limited, non-exclusive, nontransferable, non-assignable, license to install and use (the "Software") accompanying this agreement to establish your own internet based e-commerce site. (b) You may install and use the Software on a maximum of one (1) computer owned, leased or otherwise controlled by you, at any one time, at a maximum of one (1) web address at any one time. Additional copies may be installed on other computers for backup and/or mirror purposes only. (c) Recipient's use of the Software shall take place solely at the single designated web site address. If the site is to be moved to another URL then the Recepient may have their nominated URL changed in the software by notifying Capital eCommerce Company in writing. Capital eCommerce Company will bill the Recipient at usual rates for time involved in modifying the Software to operate on the new URL. An amendment to the license agreement will be supplied to permit usage at the new URL with no extra license fees applied. (d) Pursuant to this License Agreement, the Recipient is granted a non-exclusive right to modify the Software only pursuant to section 2 Modifications clause (d).

2. MODIFICATIONS.
(a) Software Error Corrections and Updates. Capital eCommerce Company will provide Recipient with error corrections, bug fixes, patches or other updates to the Software licensed hereunder to the extent available in accordance with Capital eCommerce Company's release schedule for a period of one (1) year from the date of shipment. Installation fees for patches may be applicable and such upgrades and/or patches will be at the option of the Recipient. (b) Other Modifications. Recipient may, from time to time, request that Capital eCommerce Company incorporate certain features, enhancements or modifications into the Software. Capital eCommerce Company may, in its sole discretion, undertake to incorporate such changes and distribute the Software so modified to all or any of Capital eCommerce Company's licensees. (c) Title to Modifications. All such error corrections, bug fixes, patches, updates or other modifications shall be the sole property of Capital eCommerce Company. (d) Recipient Modifications. By modifying the Software, other than the configuration files, Recipient agrees; (i) Not to modify the Software such that the Modifications constitute an infringement of another or any others rights ; (ii) Not to assert ownership to the Software as modified; (iii) To maintain and not alter or remove this License and all notices or disclaimers that accompany the Software during the preparation or as a result of the Modifications; (iv) All rights of Recipient to free Software Updates and/or free Support will be terminated. (e) This Agreement shall continue to apply to the Software as modified.

3. PROTECTION OF SOFTWARE.
(a) Copyright. All rights, title, interests in, and copyrights of the Software, including but not limited to any software components, software documentation and associated media, sample files, extension files, tools and utilities, miscellaneous technical information, and any copies of the Software, are owned exclusively (or licensed) by Capital eCommerce Company. The Software is protected by United States copyright laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material, except that you may make one copy of the Software solely for backup or archival purposes, provided Recipient reproduces and includes Capital eCommerce Company's copyright and trademark notices contained on the original distribution media on such backup copy. Recipient may not copy the printed materials and proprietary data accompanying the Software. The Software is licensed, not sold. (b) Proprietary Notices. Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the Software or output generated by the Software. (c) Ownership. Licensee further acknowledges that all copies of the Software in any form provided by Capital eCommerce Company or made by Licensee are the sole property of Capital eCommerce Company and/or its suppliers. Licensee shall not have any right, title, or interest to any such Software or copies thereof except as provided in this Agreement, and further shall secure and protect all Software and Documentation consistent with maintenance of Capital eCommerce Company's proprietary rights therein. (d) Third Parties. Licensee agrees to inform any parties not included herein, that have access to the Licensee's copy of the Software, of Capital eCommerce Company's proprietary rights herein. This condition does not imply or state that Licensee has the right to grant access to the Software to the third parties without written permission from Capital eCommerce Company. (e) Recipient may not demonstrate or show the administration section or documentation of the Software to third parties without the express written permission of Capital eCommerce Company. (f) All other rights are reserved to Capital eCommerce Company. Recipient may not rent, lease, sell, sublicense, assign, or otherwise transfer the Software, or any accompanying printed materials ("Documentation"). The licensee acknowledges that it shall have no right to market, manufacture or distribute the software or its component modules as stand-alone software products without the prior written consent of Capital eCommerce Company. (g) No Reverse Engineering. Licensee agrees not to modify, alter, reverse engineer, disassemble, decompile, decrypt, or produce derivative works of the Software, or any portion thereof, except to the extent that local law expressly prohibits the foregoing restriction. Recipient may not use the Software for benchmark or performance testing. Capital eCommerce Company and its suppliers shall retain title and all ownership rights to the Software, and this Agreement shall not be construed in any manner as transferring any rights of ownership or license to the Software or to the features or information therein, except as specifically stated herein. (h) Licensee acknowledges that the Software is the sole and exclusive property of Capital eCommerce Company and/or Capital eCommerce Company's licensors, including all applicable rights to patents, copyrights, trademarks and trade secrets inherent therein or appurtenant thereto, in all media now known or hereinafter developed. The Software includes certain computer software which is copyrighted by Capital eCommerce Company and/or Capital eCommerce Company's licensors. Licensee agrees and acknowledges that Capital eCommerce Company retains Capital eCommerce Company's title to the Software and any copies thereof. Licensee is not purchasing title to the Software or copies thereof, but rather is being granted only a license to use the Software. All rights not granted to Licensee herein are reserved to Capital eCommerce Company.

4. SUPPORT.
Capital eCommerce Company is not obligated to provide technical or other support for the Software. However, limited technical support ("Support Services"), if noted in the materials provided to Recipient by Capital eCommerce Company, may be available. Use of any such Support Services is governed by the Capital eCommerce Company policies and programs described in your final quotation, and/or in other Capital eCommerce Company-provided materials. Any supplemental software code provided to Recipient as part of the Support Services shall be considered part of the Software and subject to the terms and conditions of this Agreement. With respect to technical information Recipient provides to Capital eCommerce Company as part of the Support Services, Capital eCommerce Company may use such information for its business purposes, including for Software support and development. Capital eCommerce Company will not utilize such technical information in a form that personally identifies Recipient. Such limited Support Services may not be available in all countries outside the United States.

5. TERM OF LICENSE
(a) This license commences at the time you download or are supplied the software and is granted in perpetuity, but may be terminated automatically in the following conditions: (i) if the licensee is in breach of any term and condition of this agreement; or (ii) if the licensee, being a corporation, becomes the subject of insolvency proceedings; (iii) if the licensee, being a firm or partnership, is dissolved. (b) Upon termination, the Recipient shall destroy any remaining copies of the software and documentation, or otherwise dispose of such material in a manner directed by Capital eCommerce Company. (c) Termination pursuant to this section 5 shall not affect any rights or remedies which Capital eCommerce Company may have otherwise under this license or at law.

6. CONFIDENTIALITY.
(a) Acknowledgement. Licensee hereby acknowledges and agrees that the Software and Documentation constitute and contain valuable proprietary Software and trade secrets of Capital eCommerce Company and/or its suppliers, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, Licensee agrees to treat (and take precautions to ensure that its employees treat) the Software and Documentation as confidential in accordance with the confidentiality requirements and conditions set forth below. (b) This information may be disclosed only to employees and or consultants of Recipient involved in the installation and use of the Software. Recipient shall appropriately notify each employee and or consultants to whom any such disclosure is made that such disclosure is made in confidence and shall be kept in confidence by the employee and or consultant. Recipient shall take whatever steps are necessary to assure that each employee or consultant keeps such confidence. (c) Maintenance of Confidential Information. Each party agrees to keep confidential all confidential information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have any such obligation with respect to use of disclosure to others not parties to this Agreement of such confidential information as can be established to: (i) have been known publicly; (ii) have been known generally in the industry before communication by the disclosing party to the recipient; (iii) have become known publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing party; (iv) have been known otherwise by the recipient before communication by the disclosing party; or (v) have been received by the recipient without any obligation of confidentiality from a source (other than the disclosing party) lawfully having possession of such information. (d) Injunctive Relief. Licensee acknowledges that the unauthorized use, transfer or disclosure of the Software and Documentation or copies thereof will (i) substantially diminish the value to Capital eCommerce Company of the trade secrets and other proprietary interests that are the subject of this Agreement; (ii) render Capital eCommerce Company's remedy at law for such unauthorized use, disclosure or transfer inadequate; and (iii) cause irreparable injury in a short period of time. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Software or Documentation, Capital eCommerce Company shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief. (e) Survival. Licensee's obligations under this Article 6 will survive the termination of this Agreement or of any license granted under this Agreement for whatever reason.

7. EXPORT RESTRICTIONS.
Recipient agrees that you will not export or re-export the Software to any country or anywhere outside of United States and Canadian borders.

8. DISCLAIMER OF WARRANTIES.
To the maximum extent permitted by applicable law, Capital eCommerce Company and its suppliers provide the Software and any (if any) Support Services AS IS AND WITH ALL FAULTS, and hereby disclaim all warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, of fitness for a particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of workmanlike effort, all with regard to the Software, and the provision of or failure to provide Support Services. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE. THE ENTIRE RISK AS TO THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND SUPPORT SERVICES, IF ANY, REMAINS WITH RECIPIENT.

9. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.
To the maximum extent permitted by applicable law, under no circumstances and under no legal theory, tort, contract, or otherwise shall Capital eCommerce Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Software, the provision of or failure to provide Support Services, or otherwise under or in connection with any provision of Agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Capital eCommerce Company or any supplier, and even if Capital eCommerce Company or any supplier has been advised of the possibility of such damages. Recipient agrees to pay any and all damages, legal fees, and incidental costs incurred by Capital eCommerce Company arising from litigation or threat of litigation in connection with the use of the Software by any parties not included herein.

10. LIMITATION OF LIABILITY AND REMEDIES.
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Capital eCommerce Company and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount actually paid by you for the Software or U.S.$5.00. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

11. GOVERNING LAW; ATTORNEYS' FEES.
In the event of a conflict, both parties agree to use mediation, then binding arbitration to resolve the conflict, using the standard mediation and arbitration proceedings in the state of New York. If any conflict should fail to be resolved by mediation or arbitration, this Agreement shall be construed and controlled by the laws of the State of New York, and Recipient consents to the jurisdiction and venue in the federal courts sitting in New York County, New York, unless no federal subject matter jurisdiction exists, in which case Recipient consents to the jurisdiction and venue in the Superior Court of New York County, New York. Recipient waives all defenses of lack of personal jurisdiction and forum nonconveniens. Process may be served on either party in the manner authorized by applicable law or court rule. If either Capital eCommerce Company or Recipient employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees.

12. MISCELLANEOUS.
This Agreement and its exhibits contain the entire understanding and agreement between the parties respecting the subject matter hereof. This Agreement may not be supplemented, modified, amended, released or discharged except by an instrument in writing signed by each party's duly authorized representative. All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind.

Should you have any questions concerning this Agreement, or if you desire to contact Capital eCommerce Company for any reason, please call: +1 (212) 679-3679 or write: Capital eCommerce Company, 1 Nickel Street, Greenwich, Connecticut, 06830.