END USER LICENSE AGREEMENT

This End User License Agreement (the "Agreement") is a legal agreement between you (the "Licensee", either an individual or an entity) and Specific Impulse Inc. (the "Company" or "Specific Impulse") regarding the use of Company's software entitled StageOne (and all successor products), which may include user documentation provided in "online" or electronic form (the "Software").

The Software is owned and operated by the Company, a California corporation, and is provided to Licensee under the terms and conditions of this license, which includes the Company's Privacy Policy and Registration Form, available through the hyperlinks set forth below and incorporated herein by reference. CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS AND CLICKING THE "SUBMIT" BUTTON, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE AUTHORIZED TO SIGN FOR AND BIND THE CONTRACTING PARTY AND (ii) AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DISAGREE" BUTTON AND THE SOFTWARE WILL BE BLOCKED FROM FURTHER USE.

GRANT OF LICENSE. Licensee has been granted a subscription-based use license (the "Subscription") for the Software, the term of which is determined by the payment of the applicable Subscription fees, subject to the TERMINATION clause below and your compliance with the terms of this Agreement. We reserve all rights not expressly granted herein. The Software may be accessed by up to 100 concurrent users. Licensee warrants that all users given access to StageOne will be bound by this Agreement. This Agreement permits users to access the registered version of the Software through a network or through the Internet, using a suitable web browser. The Software is licensed for use with one domain (the "Domain", such as www.yourserver.com). In other words, while the Software may be used to manage such activities as the web site, extranet, and field communications of your company, it may not be used to manage other domains owned by other companies, including those that share your web server or are hosted on your web server. Note that Specific Impulse offers a different Software license for service providers managing multiple companies and domains, and for Licensees of standalone (not hosted, but rather installed on their own web server) versions of StageOne.

SUBSCRIPTION TERM COMMITMENT AND RENEWAL. You agree to license the Software for a minimum term of one year (the "Term Commitment"), renewable annually, following an initial 30-day approval period. During the approval period the Software subscription may be cancelled at any time. Once the 30-day approval period has passed, Licensee is responsible for the payment of all fees defined in your Software Subscription Agreement with Specific Impulse. Please check the terms of your Software Subscription Agreement with Specific Impulse to determine whether you will owe a termination charge or content delivery charge in connection with your cancellation request. Setup fees are generally nonrefundable, but regardless, any fees and prepayments will be prorated or refunded according to the terms of your Software Subscription Agreement with Specific Impulse.

In the event that you have not executed a Software Subscription Agreement with Specific Impulse, the following terms will apply: (i) The Term Commitment begins on the day you received access to the Software, and is renewable annually for an additional Term Commitment of one year. (ii) Specific Impulse software subscriptions are invoiced quarterly in advance and may be cancelled only upon 60 days advance written notice. (iii) A termination charge of 75% of the standard monthly fee for each month remaining in the Term Commitment will be assessed.

At quarterly billing intervals or upon expiration of your subscription to the Software, the Company may automatically renew your subscription to the Software at the then prevailing price using credit card information you have previously provided. You may elect not to renew your subscription by contacting the Company's customer service department and informing them of your desire not to renew your subscription prior to any such renewal. If you have not submitted credit card information, the Company will send invoices which are payable upon receipt.

COPYRIGHT. The Software contains copyrighted material, trade secrets and other proprietary material. The Software is owned by the Company or its suppliers or licensors and is protected by United States copyright laws and international treaty provisions. We (and our suppliers) own and retain all right title and interest in and to the Software, including patents, trademarks, copyrights, trade secrets and other intellectual property rights embodied or contained therein. Therefore, you may not use, copy, or distribute the Software without authorization.

DEPENDENCIES ON THIRD-PARTY PRODUCTS AND SERVICES. StageOne currently relies on an Application Server to process its application logic. Specific Impulse will provide and maintain an appropriately licensed copy of the Application Server. StageOne is designed to store its application data and content meta-data in a Datasource. Specific Impulse will provide and maintain an appropriately licensed datasource. The Software is currently hosted on a webserver maintained by an Internet Hosting Provider who advertises a "99.9% uptime guarantee", however Specific Impulse is not responsible for inability to access the Software due to outages caused by downtime experienced by the Internet Hosting Provider. Specific Impulse agrees to maintain an account in good standing with its Internet Hosting Provider.

Specific Impulse reserves the right to change third-party product dependencies and select alternative third-party products, including databases and application servers, at any time. Specific Impulse also reserves the right to change its Internet Hosting Provider and to change the URL (web address) used to access StageOne (currently http://www.si9.net/stageone or http://www.si9.net/stageone).

TECHNICAL SUPPORT. Licensee must register in order to be eligible for technical support via telephone or electronic mail. Licensee will have access to technical support during the term of the License while their Subscription to the Software is in good standing (i.e. all fees have been paid). Technical support for the Software will only be provided to the technical contact(s) designated on the Specific Impulse Product Registration web site or specified via electronic mail or telephone registration, subject to Licensee's compliance with Specific Impulse's instructions for accessing such support and standard verification procedures. Upgrades to the Software and its documentation, if any, are included with the Subscription license.

RESTRICTIONS. You may not rent, lease, or loan the Software, but you may transfer your rights under this Agreement permanently, following a merger or acquisition of Licensee's company, to the acquiring company or merged entity, provided you transfer this Agreement, the web site and files under administration, and all accompanying materials, retain no copies, and the recipient agrees to the terms of this Agreement. You may not reverse engineer, decompile, or disassemble the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law. You may not modify, or create derivative works based upon the Software, without the prior written permission of Specific Impulse. You may not modify the database containing the StageOne schema except through the StageOne user interface or any APIs published specifically for such purpose by Specific Impulse. Licensee must reproduce on all such copies of the Software the copyright notices and any other proprietary legends that were on the original copy of the Software.

PASSWORDS AND SECURITY. As part of the registration process, Licensee will set up user names and passwords for access to this Subscription account. The Software stores passwords as encrypted strings, to protect Licensee from unauthorized use of or access to the Software. Licensee agrees to carefully safeguard all of Licensee's passwords. Licensee is solely responsible if Licensee does not maintain the confidentiality of passwords and account information. Furthermore, Licensee is solely responsible for any and all activities that occur under Licensee's account. Licensee agrees to immediately notify Specific Impulse of any unauthorized use of Licensee's account or any other breach of security known to Licensee, including if Licensee believes that Licensee's password or account information has been stolen or otherwise compromised.

NO WARRANTIES. THE SOFTWARE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY WHATSOEVER. YOU ASSUME ALL RISKS AND RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. THE COMPANY MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR FREE OR FREE FROM INTERRUPTION OR FAILURE, OR THAT IT IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING WRITTEN MATERIALS. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU HEREBY ACKNOWLEDGE THAT THE SOFTWARE MAY NOT BE OR BECOME AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING WITHOUT LIMITATION PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL FAILURE OF THE SOFTWARE, TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY OR DISRUPTION ATTRIBUTABLE TO VIRUSES, DENIAL OF SERVICE ATTACKS, INCREASED OR FLUCTUATING DEMAND, AND ACTIONS AND OMISSIONS OF THIRD PARTIES. THEREFORE COMPANY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE AVAILABILITY, ACCESSIBILITY, OR PERFORMANCE.

LIMITED LIABILITY; NO LIABILITY FOR CONSEQUENTIAL DAMAGES. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM YOUR USE OF THE SOFTWARE AND THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE, AND THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY THE COMPANY OR A THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL; WORK STOPPAGE; HARDWARE OR SOFTWARE DISRUPTION IMPAIRMENT OR FAILURE, REPAIR COSTS, TIME VALUE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR THE INCOMPATIBILITY OF THE SOFTWARE WITH ANY HARDWARE SOFTWARE OR USAGE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE. EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

CONDUCT. Licensee and its assigns are solely responsible for the content stored or transmitted through the Software. Specific Impulse does, however, reserve the right to take any action with respect to the Software that we deem necessary or appropriate in our sole discretion if we believe Licensee or content or use of the Software may create liability for Specific Impulse. Licensee's use of the Software is subject to all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). Licensee agrees: (1) to comply with all United States laws, rules and other regulations applicable in connection with the Software; (2) not to use the Software for illegal purposes; (3) not to interfere or disrupt networks connected to the Software; (4) not to use the Software to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (5) not to transmit through the Software, through Feedback or otherwise, any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. Licensee will not attempt to gain unauthorized access to other computer systems or another Licensee's content or data, and Licensee will not interfere with another user's use and enjoyment of the Software.

INAPPROPRIATE USE, CONFIDENTIALITY, AND USE RESTRICTIONS. StageOne and its dependent application and database servers are not necessarily fault tolerant and are not designed, manufactured, or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of StageOne could lead directly to death, personal injury, or severe physical or environmental damage. While the Software contains a robust security model, no system can be warranted to be theft-proof or free from "hackers," so highly confidential, secret, or proprietary materials should not be managed in the Software.

During the term of the license, and for an agreed-upon period afterward, Licensee's content is managed by the Software and Licensee's files are stored on Specific Impulse web and database server(s) (the "Servers"). Nevertheless, Specific Impulse is not a party to any business conducted by Licensee; Specific Impulse is simply providing storage space, Servers, and Software for managing Licensee's own content. Licensee warrants that its activities with respect to use of the Software are legal in all appropriate jurisdictions, pursuant to the CONDUCT clause above, and further agrees that Specific Impulse is held harmless from any activities conducted by Licensee, including but not limited to the time when Licensee's files are hosted on Specific Impulse servers.

Specific Impulse respects the confidentiality of Licensee's content and files, and it is not our policy to inspect or intrude on Licensee's content or business activities. Specific Impulse will not disclose to any business or third parties any content, or information related to such content, that Licensee stores on Specific Impulse Servers, except in the circumstances mentioned in CONDUCT clause above and to the extent described herein:

Specific Impulse will cooperate with any state, local, federal (and under some circumstances international) police or government agencies or judicial requests when such requests are deemed proper and lawful within the laws of the State of California or the United States. Such requests may include inspection of content, blocking access to content, storing content for evidence, or turning over such content to the appropriate agency. It is Specific Impulse's policy to comply with all legitimate requests made by police or government agencies, and with court orders and warrants.

Furthermore, Specific Impulse will not tolerate or condone illegal activities conducted through the use of the Software, including but not limited to gambling, child pornography, fraud, espionage, or other illicit activities as defined by the laws of the United States or the State of California. We will report any suspicious activity to the appropriate authorities.

U.S. GOVERNMENT-RESTRICTED RIGHTS. The Software and accompanying documentation are deemed to be "commercial computer Software" and "commercial computer Software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of the Software and accompanying documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

YOUR INFORMATION AND THE COMPANY'S PRIVACY POLICY. By entering into this agreement, you agree that the Company may collect and retain information about you, including your name, email address and credit card information. The Company employs other companies and individuals to perform functions its behalf. Examples include fulfilling orders, sending postal mail and e-mail, removing repetitive information from customer lists, analyzing data, providing marketing assistance, processing credit card payments, and providing customer service. They have access to personal information needed to perform their functions, but may not use it for other purposes. The Company publishes a privacy policy on its web site and may amend such policy from time to time in its sole discretion. You should refer to the Company's privacy policy prior to agreeing to this Agreement for a more detailed explanation of how your information will be stored and used by the Company. The Company's privacy policy is provided as a courtesy to for informational purposes only and contains statement of its present guidelines and goals with respect to collection, retention and use of data the Company may obtain from your purchase or use of the Software. The Company does not make any and hereby disclaims to the maximum extent allowed by law any and all covenants, representations and warranties with respect to its compliance with the statements of intent contained in the Company privacy policy.

Specific Impulse will not sell or rent Licensee's personally identifiable information to anyone unless Licensee expressly consents to disclosures of Licensee's personal identification and other personal information to third parties. Specific Impulse may publish a list of customers on its web site or marketing collateral, with Licensee's company name included within the list. Specific Impulse may send personally identifiable information about Licensee to third parties when: (i) We have Licensee's consent to share the information or (ii) We find that Licensee's actions violate this Agreement or (iii) We respond to subpoenas, court orders or legal processes which require us to disclose registration information or any information about Licensee to law enforcement or other government officials as Specific Impulse, in its sole discretion, believes necessary or appropriate. More information on Specific Impulse's current privacy policy can be found at http://www.specific-impulse.com.

EXPORT RESTRICTIONS. You may not download, export, or re-export the Software (a) into, or to a national or resident of, any country to which the United States has embargoed goods, or (b) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By using the Software, you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. You acknowledge that it is your sole responsibility to comply with any and all government export and other applicable laws and that the Company has no further responsibility for such after the initial license to you.

TERMINATION. This License is effective until terminated. Licensee may terminate this License at any time according to the terms of the SUBSCRIPTION TERM COMMITMENT AND RENEWAL clause above. This License will terminate immediately without notice from Specific Impulse if Licensee fails to comply with any provision of this License. This License will terminate if Specific Impulse decides, in its sole discretion, to discontinue offering the Subscription.

Specific Impulse shall not be liable to Licensee or any third party for termination of the Subscription. Upon termination, Licensee shall remain liable for all fees incurred or accrued by Licensee. Upon expiration or termination for any reason, Licensee is no longer authorized to use the Software. When this Agreement is terminated and/or Licensee's Subscription is canceled, Licensee will no longer have access to data and other material Licensee has stored on the Server and that material may be deleted by Specific Impulse.

Upon termination, for accounts in good standing Specific Impulse will, at its sole discretion and as a courtesy to Licensee, deliver to Licensee any files or data stored on the server, either in CDROM format or as a downloadable ZIP file. Specific Impulse may maintain a copy of such data and files, as a backup service to the Licensee and to aid in subsequent re-activation of Licensee's account, unless Licensee requests in writing that all data and files must be deleted from the server or otherwise destroyed in a timely fashion.

INDEMNITY. Licensee hereby agrees, at Licensee's expense, to indemnify, defend and hold Specific Impulse harmless from and against any loss, cost, damages, liability or expense arising out of or relating to (i) a third-party claim, action or allegation of infringement based on information, data, files or other content submitted by Licensee; (ii) any fraud or manipulation, or other breach of this Agreement by Licensee; or (iii) any third-party claim, action or allegation brought against Specific Impulse arising out of or relating to a dispute between its users over the terms and conditions of a contract or related to the purchase and sale of any Software or services.

GENERAL. This Agreement is governed by the laws of the United States and the State of California, without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement shall not be subject to the Uniform Commercial Code. Any dispute between you and Company regarding this Agreement will be subject to the exclusive venue of the state and federal courts in the county of Santa Clara, state of California, USA. This Agreement is the entire agreement between you and Company and supersedes any other communications or advertising with respect to the Software and documentation. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. No provision hereof shall be deemed waived or modified except in a written addendum signed by an authorized representative of the Company.

Specific Impulse's failure to act with respect to a breach by Licensee does not waive Specific Impulse's right to act with respect to subsequent or similar breaches. This Agreement shall inure to the benefit of and be binding upon each party's successors and assigns.

Specific Impulse shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond Specific Impulse's reasonable control. Unless otherwise provided in this Agreement, any notice required or permitted to be given under this Agreement shall be delivered (i) by hand; (ii) by registered or certified mail, postage prepaid and return receipt requested to the address provided by the other party, or to such other address as a party may designate by written notice; (iii) by overnight courier or (iv) by electronic mail with confirming letter mailed under the conditions described in (ii). Notice so given shall be deemed effective when received, or if not received by reason of fault of addressee, when delivered. This Agreement constitutes the complete and exclusive understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior understandings, proposals, agreements, negotiations and discussions between the parties, whether written or oral. Licensee understands and agrees that Licensee is solely responsible for periodically reviewing the terms of the Agreement.

MODIFICATIONS. Specific Impulse may amend this Agreement at any time by (i) posting a revised Terms of Service document on http://www.si9.net and/or (ii) sending information regarding the Terms amendment to the email address Licensee provides to Specific Impulse. Licensee is responsible for regularly reviewing the http://www.si9.net site to obtain timely notice of such amendments. Licensee manifests intent to accept these amended terms if Licensee continues to use the Subscription account after such amended terms have been posted or information regarding such amendment has been sent to Licensee. Otherwise, these Terms may not be amended except in writing signed by both parties. Further, Specific Impulse reserves the right to modify or discontinue the Subscription with or without notice to Licensee. Specific Impulse shall not be liable to Licensee or any third party should Specific Impulse exercise its right to modify or discontinue the Subscription.

CONTACT INFORMATION. Should you have any questions concerning this Agreement, or if you desire to contact the Company for any reason, please call (408) 291-0071, email info@si9.com, or write: Specific Impulse Inc., PO Box 8611, San Jose, California 95155. http://www.specific-impulse.com.

StageOne(TM) is a trademark of Specific Impulse Inc. Macromedia(R) ColdFusion(R) is a registered trademark of Macromedia Software Inc. Microsoft(R) Access(R) is a registered trademark of Microsoft. All other trademarks and service marks are the property of their respective owners.

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