LICENSE

ELASTIFLOW END-USER LICENSE AGREEMENT

READ CAREFULLY THE TERMS AND CONDITIONS OF THIS END-USER LICENSE AGREEMENT
(“AGREEMENT”). BY DOWNLOADING, INSTALLING AND/OR UTILIZING THE LICENSED
SOFTWARE, INCLUDING ANY UNDERLYING SERVICES, OR ANY TECHNOLOGY, IDEA, DATA AND
DATABASES, ALGORITHM OR INFORMATION CONTAINED THEREIN OR PROVIDED THEREWITH
(COLLECTIVELY, THE “SOFTWARE”), ESTABLISHES A BINDING AGREEMENT BETWEEN YOU AS
THE PERSON LICENSING THE PRODUCTS, EITHER ON BEHALF OF YOURSELF OR ANY THIRD
PARTY ENTITY (“YOU” OR "LICENSEE") AND ELASTIFLOW INC. (“ELASTIFLOW”), YOU
(WHETHER AN INDIVIDUAL OR FORMAL LEGAL ENTITY) (HEREINAFTER REFERRED TO AS
“YOU”), AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT
WITH RESPECT TO YOUR USE OF THE PRODUCTS. BY INSTALLING AND/OR BY USING THE
PRODUCTS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL CAPACITY AND
AUTHORITY TO ENTER INTO A BINDING AGREEMENT TO ADHERE TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, AND THAT THE PRODUCTS WILL BE USED ONLY IN
ACCORDANCE WITH THESE TERMS AND CONDITIONS AND WITH ALL APPLICABLE LAWS. IF AN
INDIVIDUAL IS REGISTERING OR USING THE SOFTWARE ON BEHALF OF AN ENTITY OR
ORGANIZATION, THAT INDIVIDUAL WARRANTS, REPRESENTS, AND COVENANTS TO ELASTIFLOW
THAT SUCH INDIVIDUAL IS DULY AUTHORIZED TO AGREE TO THESE TERMS AND CONDITIONS
ON BEHALF OF THE ORGANIZATION AND TO BIND THE ORGANIZATION TO THEM. WHERE
APPLICABLE, THIS AGREEMENT APPLIES TO ALL SOFTWARE PROVIDED BY ELASTIFLOW,
INCLUDING ANY EVALUATION LICENSE. IN THE EVENT CUSTOMER HAS EXECUTED A SEPARATE
LICENSSE AGREEMENT WITH ELASTIFLOW, OR AN ELASTIFLOW AUTHORIZED RESELLER, SUCH
LICENSE AGREEMENT SHALL INSTEAD GOVERN THE PARTIES’ RESPECTIVE RIGHTS AND
OBLIGATIONS WITH RESPECT TO THE SUBJECT MATTER SET FORTH HEREIN.

1. Grant of Rights

1.1 License; Copies. Subject to the terms and conditions of this Agreement,
ElastiFlow hereby grants to Customer a non-exclusive, non-transferable, license
(without the right to grant sublicenses) to execute and use the free object code
version of ElastiFlow’s proprietary software products (the “Software”), solely
for Customer’s own internal business operations, in accordance with the related
documentation, and in accordance with the license term, scope and type of use as
may be communicated by ElastiFlow. Customer may make a reasonable number of
back-up or archival copies of the Software, provided that each such copy shall
include ElastiFlow’s copyright and any other proprietary notices that appear on
the original copies of the Software.

1.2 Restrictions. Except as otherwise expressly provided in this Agreement (or
where such restrictions are prohibited by law), Customer shall have no right,
and Customer specifically agrees not to: (i) transfer, assign or sublicense its
license rights to any other person; (ii) make error corrections or otherwise
modify or adapt the Software or create derivative works based upon the Software,
or to permit third parties to do so; (iii) rent, lease, loan or use the Software
as a service bureau, as an application service provider, to perform consulting
or training services for a third party or in any commercial time share
arrangement; (iv) decompile, decrypt, reverse engineer, disassemble or otherwise
reduce the Software to human-readable form to gain access to trade secrets or
confidential information in the Software; (v) use the Software in contravention
to any applicable laws or government regulations; or (vi) remove any product
identification, trademark, copyright or other notices contained in or on the
Software.

1.3 Ownership. ElastiFlow and its suppliers reserve any and all rights, implied
or otherwise, which are not expressly granted to Customer hereunder, and retain
all rights, title and interest in and to the Software. Customer acknowledges and
agrees that this Agreement in no way shall be construed to provide to Customer,
or any third party, any express or implied license to use, copy or otherwise
exploit the Software or any portion thereof, (including any intellectual
property embodied therein) other than as specifically set forth in this
Agreement. Without limiting the foregoing, Customer may not sublicense or
otherwise distribute the Software or any portion thereof to any affiliate or any
other third party, unless otherwise authorized by ElastiFlow in writing.

1.4 Audit Rights. ElastiFlow may, upon thirty (30) days advance notice and at
its expense, conduct an annual audit, during Customer’s normal business hours,
of Customer’s use of the Software to verify compliance with this Agreement.

1.5 Remote Diagnostics. Customer agrees that the Software may transmit to
ElastiFlow technical and related information about Customer’s use of the
Software which may include, without limitation, system performance, capacity
usage, internet protocol address, operating system, application software,
peripheral hardware, and other non-personally identifiable Software usage
statistics to trouble shoot the Software, facilitate the provisioning of
updates, support, invoicing or online services, and to enhance, improve, and
develop current and future ElastiFlow products and services. Such transmission
may be on a daily or other periodic basis, or upon a failure or crash of the
Software.

1.6 Data Sharing. Customer understands and acknowledges that the Software allows
for sharing of flow data collected through Customer’s use of the Software (the
“Flow Data”), and, unless Customer opts out such Flow Data sharing, ElastiFlow
may, in its discretion, and otherwise has the right to, provide such Flow Data
to partners and service providers of ElastiFlow for such third party’s use as
part of its offerings to its own customers. By using the Software, Customer
affirmatively acknowledges that (a) unless Customer elects to opt out (through
functionality provided by the Software), Customer is allowing such Flow Data to
be provided to such third parties, (b) Customer has the right to provide Flow
Data as set forth herein, and (c). such use of any Flow Data is perpetual.

2. Disclaimer

THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “WHERE IS” BASIS AND WITHOUT ANY
WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR PARTICULAR PURPOSE AND FREEDOM FROM INFRINGEMENT. ELASTIFLOW SHALL NOT HAVE
ANY LIABILITY OR OBLIGATION FOR DAMAGES OF ANY TYPE, INCLUDING BUT NOT LIMITED
TO ACTUAL, DIRECT, INDIRECT, CONSEQUENTIAL AND INCIDENTAL DAMAGES, ARISING OUT
OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE, IN EXCESS OF
$100, EVEN IF ELASTIFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF SOFTWARE REMAINS WITH
CUSTOMER. These limitations shall apply notwithstanding any failure of essential
purpose of any limited remedy.

3. Termination

3.1 By Either Party. Either party shall have the right to terminate this
Agreement (and any license granted under an Order), without liability at any
time upon notice.

3.2 Effect of Termination. Upon any termination of this Agreement, for any
reason, all applicable licenses are also terminated, and Customer shall
immediately cease use of the applicable Software and shall return to ElastiFlow
such Software and all copies thereof. Termination of the term of this Agreement
shall not limit either party from pursuing any remedies available to it,
including injunctive relief.

3.3 Survival. The provisions of Sections 1.4, 2, 3.2, 4 and 5 shall survive
termination of this Agreement.

4. Confidentiality.

Either party may, from time to time, deliver to the other certain non-public
information including formulas, flow charts, diagnostic routines, business
information, forecasts, financial plans and data, balance sheet information,
customer information, marketing plans, hardware, software and unannounced
product information (collectively, “Confidential Information”). Such
Confidential Information, if in writing, shall be marked prominently with the
legend “confidential”, “proprietary”, or with a similar legend, or if disclosed
orally shall be described as Confidential Information at the time of oral
disclosure. However, regardless of any marking or subsequent summary,
information disclosed shall be considered confidential if a reasonable person
under the circumstances would understand such information to be of a
confidential nature. Notwithstanding anything to the contrary herein, the
Software, Documentation and non-public Product information shall be deemed
Confidential Information. A party shall not use or disclose Confidential
Information of the other, except as expressly authorized by this Agreement or
in writing by the disclosing party, using the same degree of care which
receiving party uses with respect to its own proprietary information, but in no
event with less than with reasonable care. The foregoing obligations of
confidentiality shall not apply to any information that the receiving party can
show is or was (i) already known to the receiving party at the time of
disclosure without obligation of confidentiality; (ii) independently developed
by the receiving party without use of or access to the other party’s
Confidential Information; (iii) approved for disclosure by the disclosing party
beforehand and in writing; (iv) publicly known without breach of this Agreement;
(v) lawfully received by receiving party from a third party without obligation
of confidentiality; or (vi) required to be disclosed by applicable law or order
of a court, tribunal or other governmental agency; provided, however, that the
receiving party shall promptly notify the disclosing party in writing of such
requirement, and shall cooperate with the disclosing party to minimize the scope
of any such disclosure, and in the obtaining of a confidentiality, protective or
similar order.

5. General Provisions.

(a) This Agreement shall be interpreted and enforced in accordance with the laws
of the State of Delaware, without regard to its conflict of laws principles. The
UN Convention on Contracts for the International Sale of Goods shall not apply.
(b) This Agreement and all Orders agreed by the parties are the entire agreement
of the parties, and supersedes all prior agreements and communications, written
or oral, between the parties with respect to the subject matter of this
Agreement. The terms and conditions of any purchase orders or invoices issued by
a party shall not be binding even if accepted by the other party. If any
provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the remaining provisions shall not be affected or impaired. This
Agreement may be modified only by a written agreement executed by authorized
officers of each party. No delay or omission to exercise any right or remedy
accruing to either party hereunder shall impair that right or remedy, or be
construed to be a waiver of any breach or default. (c) This Agreement may be
executed in two (2) or more counterparts, each of which shall be considered an
original. (d) Customer may not assign this Agreement without the prior written
consent of ElastiFlow and any such attempted assignment shall be void.
ElastiFlow may assign this Agreement in the event of a merger, acquisition or
sale of all or substantially all of ElastiFlow’s assets. Subject to the
foregoing, this Agreement shall be binding upon and insure to the benefit of the
parties hereto, their successors and permitted assigns. (e) ElastiFlow and
Customer agree that nothing contained herein shall be construed as creating any
agency, partnership, or other form of joint enterprise between the parties. (f)
Except for the obligation to pay monies due and owing, neither party shall be
liable for any delay or failure in performance due to events outside the
defaulting party’s reasonable control, including without limitation acts of God,
labor disputes, shortages of supplies, fire, war, and disruption related to
terrorism, epidemics, or delays of common carriers. (g) Customer hereby
acknowledges that the Software supplied by ElastiFlow hereunder may be subject
to export controls under the laws and regulations of the United States, as well
as any applicable laws and regulations of the territories outside of the United
States. Customer shall comply with such laws and regulations and agrees not to
export, re-export or transfer any Software without first obtaining all required
governmental authorizations or licenses. ElastiFlow and Customer each agree to
provide the other such information and assistance as may reasonably be required
by the other in connection with securing such authorizations or licenses, and to
take timely action to obtain all required support documents. (h) Any notice
under this Agreement must be in writing and is deemed given and effective 3
business days after mailing first class, postage prepaid, or when delivered by
overnight express or other delivery service, to the party at the address listed
above. (i) Customer agrees that ElastiFlow may list Customer’s name in any
customer lists and it will cooperate with ElastiFlow in the preparation of a
press release to be issued by ElastiFlow immediately following the Effective
Date announcing the signing of Customer as a customer of ElastiFlow.