EXHIBIT C

Software License Agreement 


1.0 	Title:	 Auto Crib (Licensor) shall retain title and ownership rights to all licensed software at all times. 

2.0 	License:   Licensor hereby grants and Licensee hereby accepts a perpetual nonexclusive, nontransferable 
license to use the software and any applicable documentation subject to the terms and conditions of this 
Agreement.  By utilizing the software, Licensee agrees to the terms contained herein.

3.0 	Operating Environment:  Licensee shall have the right to use the Auto Crib software on only one CPU 
system at Licensee's  location.   Licensee shall have the right to use the software on a backup processor if the 
designated CPU is temporarily inoperable, until operable status is restored and the processing on the backup 
CPU is completed. 

4.0 	Right To Copy or Modify:  Licensee shall not modify, copy, reverse engineer or decompile the software, in 
whole or in part, except that  Licensee may copy the software for archival storage or emergency recovery.  
This right to copy extends to any documentation provided with the software. 

5.0 	Protection and Security:  

5.1	Licensee agrees to take reasonable steps to protect the confidentiality of the software and to ensure against 
any unauthorized transfer, copy or disclosure of the software by the Licensee without the prior written 
consent of Licensor. 
 
5.2	Licensee shall have no obligation to maintain the confidentiality of any information which  (a) is now, or 
which hereafter, becomes generally known or publicly available; (b) is known to Licensee at the time of 
disclosure by Licensor; (c) is developed independently by Licensee as evidenced by written records; or (d) 
becomes known to Licensee without restriction from another source. 

5.3	Licensee shall reproduce and include, on any copies of the software or documentation, any notices, including 
any proprietary notices, copyright notices, and restricted rights legends appearing on the software or 
documentation. 

6.0 	Warranty:

6.1	Licensor warrants that it has the right to license the software provided herein. Licensor warrants to Licensee 
that all software delivered and all services rendered hereunder will conform with Licensor's specifications as 
of the date if Licensee's order and will be free from defects for a  period of one (1) year. Licensor further 
warrants that the software will be free of intentional time-based and event-based self-disabling codes. 

7.0	Default and Termination:

7.1	Licensor may terminate this Agreement in the event that  Licensee is in breach of any clause in this 
Agreement and Licensee does not cure such breach within thirty (30) days of receiving notice from Licensor 
of such breach. 

7.2	Licensor may terminate this Agreement if Licensee becomes insolvent, fails to pay its debts as they come 
due, or makes or proposes an assignment for the benefit of creditors. 

7.3	Licensor shall not be deemed to be in default for any delay of failure to perform resulting directly or 
indirectly, from acts of God, acts of civil or military authority, war, fire, explosions, earthquakes, floods, the 
elements, strikes, labor disputes, disruption of public utilities, or any other cause beyond the direct reasonable 
control of Licensor. 

8.0	Assignments:  Licensee may not assign, transfer or sub-lease any or all of the software provided under this 
agreement without the previous express written authorization of Licensor. 
