DBI Component Software License Agreement

DBI Technologies Inc. Software License Agreement"Product Name" (The Software)

BY EXECUTING THE INSTALL OF THIS SOFTWARE AND SELECTING THE "I AGREE"
IN THE INSTALLATION DIALOGUE, YOU CONFIRM THE TERMS OF THIS LICENSE
AGREEMENT BETWEEN THE REGISTERED SOFTWARE LICENSEE, THE LICENSEDUSER(S) ("USER(S)") , AND DBI TECHNOLOGIES INC.(DBI).

1. SOFTWARE LICENSE: DBI hereby grants to the business entity registered with DBI either
under DBI Product Manager or under a valid subscription agreement related to the Software("Software Licensee"), a non-exclusive license to use the Software and Documentationaccompanying this license on a maximum of 2 computers to be used by each Licensed User as
has been paid for by the Software Licensee on the purchase and registration of the Software.
2. LICENSED USERS: DBI hereby licenses the right to the use of the Software to thosenumbers of employees of the Software Licensee, or those independent contractors working with
the Software on behalf of the Licensee, collectively ("Licensed User(s)") as has been paid forand whose names are registered with DBI on the purchase of the Software, and no more.
3. INTELLECTUAL PROPERTY RIGHTS: DBI and its suppliers retain all rights, title andinterest in and to the Software and Documentation, including all copyright, trademark and allother intellectual property rights. The Software and Documentation are protected under the lawsof Canada and international treaty provisions. There are severe penalties, both civil and criminal,for infringement. The Software Licensee may transfer the Software to a hard disk and keep up tothree copies of the Software and Documentation, including the original copy, for each LicensedUser solely for back-up or archival purposes.
4. OTHER RESTRICTIONS. Neither the Software Licensee nor any Licensed User may rent orlease the Software. Neither the Software Licensee nor any Licensed User may modify, reverse
engineer, decompile or disassemble the Software. The Software Licensee may transfer theSoftware License rights on a permanent basis provided the Software Licensee executes suchtransfer using either DBI's Product Manager or it's on-line license registration form and it
transfers this complete license to the Software and all Documentation, retains no copies and therecipient agrees to the terms of this Agreement by completing the prescribed transfer agreement
provided on DBI's web site and sending it to DBI. No transfer is legally effective until DBI
confirms receipt and acceptance of the transfer back to the Software Licensee. The Licensee may
also transfer the License User rights to other employees of the Software Licensee by giving
written notice to DBI of the name of the user being deleted and the user to whom the user rights

are being transferred. No employee shall be entitled to use the Software unless on record withDBI as a Licensed User. Legal responsibility for documenting the transfer of the Software
License and Licensed User rights is the sole responsibility of the Software Licensee and theSoftware Licensee agrees to be responsible for any damages occasioned to DBI as a result of abreach of this provision. Additional distribution and Licensed User rights may be purchased from
DBI for this Software. PRODUCT MANAGER, fully enabled through an active subscription,offers direct access by the registered owner / developer to all of the product's assets including:
Help Files, Licensing, Component Updates, Product Upgrades, Product Activation and ProductNews. Product Activations, Annual updates, upgrades, new component releases, online license
management, software activation and Product Support are provided solely through a current
product manager subscription. Subscription Renewal discounts are offered for current
subscription holders, please check http://www.dbi-tech.com for subscription renewal details. Asa courtesy, DBI will send out email subscription renewal reminders three months; one month andtwo weeks prior to the subscription anniversary date.
5. LIMITED WARRANTY : DBI warrants that the Software will perform substantially inaccordance with the Documentation for a period of 30 days after which you first receive theSoftware. This Limited Warranty is void if failure of the Software has resulted from accident,abuse, or misapplication. In the event of Software being defective due to mentioned failures, DBI
will, at its sole option, either (a) replace the defective Software or Documentation, or (b) refund
the original purchase price paid for the Software.
IN NO EVENT WILL DBI OR ITS EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE
FOR ANY DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE
SOFTWARE OR DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO, ANY
DAMAGES FOR LOST PROFITS OR ANTICIPATED BENEFITS, EVEN IF THEY HAVEBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. DISTRIBUTION : This agreement allows the Software Licensee to distribute the OCX files
and/or the .NET assemblies to an unlimited number of computers on the express condition that(a) the help files and license files are not distributed with the OCX files or .NET assemblies, and(b) the OCX controls and .NET assemblies are not being made available to third parties asdevelopment controls within a development or design environment. A development or design
environment includes any application design surface which enables the user to create a newinstance, or interact, modify, redesign, or copy an existing instance of any portion of theSoftware, or in any way alter the Software's appearance or functionality, or any part thereof, withor without the presence of the appropriate license file(s) or license registrations.
7. TERMINATION : DBI may terminate this Software License in the event of a breach of it bythe Software Licensee or any Licensed User upon DBI giving 10 days notice to the Software
Licensee of the breach and such breach remains unremedied after the expiry of the 10 day
period. This License shall also automatically terminate if the Software is used in contravention ofSection 4.
8. SUPPORT: DBI will provide technical support to Licensed Users in accordance with its
support policy for the Software as published on DBI's web site from time to time unless the Userhas been issued a separate signed contract for support from DBI.
9. MISCELLANEOUS : This agreement is governed by the laws of the Commonwealth ofCanada and the Province of Manitoba without regard to the United Nations Convention on theInternational Sale of Goods, and will be deemed a contract under seal. This Agreement
constitutes the entire agreement between DBI , the Software Licensee and all Licensed User(s)concerning the Software and the Documentation, and supersedes all prior communications,agreements, and understandings, written or oral, between DBI and the Software Licensee withrespect thereto. No DBI dealer, agent or employee is authorized to make any amendment to thisAgreement.
Should you have any questions concerning this Agreement, the Software or the Documentation,or if you wish to give notice to DBI under the terms of this agreement, you may contact DBI bywriting by fax, or e-mail to:

DBI Technologies Inc.
702-44 Princess Street
Winnipeg MB Canada
R3B 1K2
204 985 5770
204 943 0738 (Fax)sales@dbi-tech.com