REDISTRIBUTION OR RENTAL OF THE ABOVE PRODUCT(S) IS PROHIBITED.

IMPORTANT - READ THE FOLLOWING AGREEMENT CAREFULLY. This End User License Agreement (the "EULA") is a legal agreement between you ("You"/"Your", either an individual or single entity) and Acuatrop OlmNet, LLC. ("Acuatrop OlmNet") which sets forth the terms, which Acuatrop OlmNet grants, for use of the software product identified above, including without limitation software components, media, printed material and printed, "online", and electronic documentation (the "Software").

By selecting "I AGREE" at the end of this EULA and by using the Software, (by installation, copying or otherwise accessing the Software), You are taking affirmative action to signify that You are entering into a legal agreement and agree to be bound by the terms of the EULA as set forth below including those additional terms and conditions as may be stipulated in any accompanying documentation.

SOFTWARE PRODUCT LICENSE

This Software is designed for use with Mercantec's SoftCart™. This license agreement applies only to the Software obtained by You from Acuatrop OlmNet and is NOT a licence for Mecrantec's SoftCart™. A License for SoftCart™ must be obtained by You directly from Mercantec, Inc, 3080 Ogden Avenue, Suite 302, Lisle, IL 60532.

License to Use: Acuatrop OlmNet grants You a non-exclusive and non-transferable EULA for the use of the Software by You for the purpose of developing a single electronic on-line marketplace operated by an internet service provider ("ISP") on behalf of a Merchant, and consisting of one (1) SoftCart storefront designed to run as one single Internet World Wide Web (WWW) store on an Internet or WWW server and platform (a "Merchant Store"). Each SoftCart store configured to accept payments and/or generate orders on-line or off-line will constitute a separate Merchant Store. Providing more than one Merchant Store requires the acquisition of one additional EULA for each Merchant Store. The EULA governs any releases, revisions or enhancements to the Software, which Acuatrop OlmNet may furnish to You.

Limited Warranty: Acuatrop OlmNet warrants that the Software will perform substantially in accordance with the User Documentation for a period of 30 days from the date of shipment or download. THE EXPRESS WARRANTY SET FORTH HEREIN CONSTITUTES THE ONLY WARRANTY WITH RESPECT TO THE SOFTWARE. ACUATROP OLMNET AND ITS SUPPLIERS DO NOT MAKE, AND HEREBY DISCLAIM AND EXCLUDE, ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO THE SOFTWARE OR ANY PRODUCT INCLUDED WITH THE SOFTWARE. ACUATROP OLMNET AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTIES, RIGHTS. ACUATROP OLMNET AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED BY YOU OR THAT THE OPERATION OF THE SOFTWARE WILL BE SECURE, ERROR-FREE OR UNINTERRUPTED AND YOU HEREBY DISCLAIM ANY AND ALL LIABILITY ON ACCOUNT THEREOF. ACUATROP OLMNET AND ITS SUPPLIERS SHALL HAVE NO OBLIGATIONS UNDER THE WARRANTY PROVISIONS SET FORTH HEREIN IF YOU ALTER, MODIFY OR MISUSE THE SOFTWARE; USE THE SOFTWARE INCORPORATED, ATTACHED OR IN COMBINATION WITH NON-MERCANTEC SOFTWARE OR ON ANY COMPUTER SYSTEM OTHER THAN THAT FOR WHICH THE SOFTWARE IS INTENDED; OR YOU VIOLATE THE TERMS OF THIS AGREEMENT. THE EXTENT OF ACUATROP OLMNET'S DUTY UNDER THIS LIMITED WARRANTY SHALL BE THE CORRECTION OR REPLACEMENT OF ANY COPY OF THE SOFTWARE, WHICH FAILS TO MEET THIS WARRANTY. IN THE EVENT OF A BREACH OF THIS WARRANTY, AND IF YOU PROVIDE ACUATROP OLMNET WITH A WRITTEN REPORT DURING THE WARRANTY PERIOD, ACUATROP OLMNET WILL USE REASONABLE EFFORTS TO CORRECT THE ERRORS OR FAILURES PROMPTLY OR REPLACE THE SOFTWARE PROMPTLY, AT NO CHARGE TO YOU. THIS IS YOUR SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTIES HEREUNDER. NOTWITHSTANDING THE FOREGOING, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES; HOWEVER, THE EXCLUSIONS OF ACUATROP OLMNET'S WARRANTY IN THIS LIMITED WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THIS AGREEMENT DOES NOT EXCLUDE ANY WARRANTIES THAT MAY NOT BE EXCLUDED BY LAW, AND ANY LIABILITY ARISING HEREUNDER SHALL BE LIMITED TO THE CORRECTION OR REPLACEMENT OF THE SOFTWARE, AT ACUATROP OLMNET'S OPTION.

PROPRIETARY INFORMATION

Restrictions: The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties and contains Proprietary Information and trade secrets exclusive to Acuatrop OlmNet and/or its licensors. Title to, and ownership and intellectual property rights in, the Software and all copies remain with Acuatrop OlmNet and/or its licensors. You may not utilize the Software to operate an Internet Mall (containing more than one (1) single WWW storefront or a service bureau). You are expressly prohibited from utilizing the Software for any purpose not permitted in this EULA, including copying the Software, other than to make a single copy of the Software in machine-readable format for back-up or archival purposes. You are permitted to make copies of any associated documentation for Your internal use only. You shall ensure that all proprietary rights notices of the Software are reproduced and applied to any copies. You may not modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer the Software, or create derivative works based upon all or part of the Software. You may not distribute copies of the Software to third parties. You may not transfer, lease, assign, and make available for timesharing, or sublicense, in whole or in part, the Software. No right, title or interest to any trademarks, service marks or trade names of Acuatrop OlmNet, Mercantec or their licensors is granted by this EULA. You must comply with all applicable laws regarding the use of the Software. Any copy shall contain all notices regarding proprietary rights as contained in the Software originally delivered by Acuatrop OlmNet. Acuatrop OlmNet reserves all rights not expressly granted.

Limitation of Liability and Remedies: IN NO EVENT WILL ACUATROP OLMNET OR ITS AUTHORIZED REPRESENTATIVES BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY LOSS OF PROFITS OR REVENUES, LOST SAVINGS, OR OTHER SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR PECUNIARY LOSS ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF ACUATROP OLMNET OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ACUATROP OLMNET AND ITS AUTHORIZED REPRESENTATIVES ARE NOT LIABLE FOR ANY SUCH CLAIM BY ANY OTHER PARTY. WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF ACUATROP OLMNET TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION, IN NO EVENT WILL ACUATROP OLMNET OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY AMOUNTS IN THE AGGREGATE IN EXCESS OF THE LICENSE FEES RECEIVED BY ACUATROP OLMNET FROM YOU HEREUNDER FOR THE SOFTWARE GIVING RISE TO SUCH DAMAGES, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR INVALIDITY OF THE FIRST SENTENCE OF THIS SECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. THE EXTENT OF ACUATROP OLMNET'S LIABILITY FOR THE LIMITED WARRANTY SECTION SHALL BE AS SET FORTH THEREIN.

Termination: Acuatrop OlmNet shall have the right to terminate the EULA if you fail to comply with the terms and conditions of the EULA and as such breach this EULA. Upon any termination, You shall discontinue use of the Software and agree to promptly (and in no event in more than five (5) days) certify to Acuatrop OlmNet that You have destroyed all copies of the software. Termination under this paragraph shall not relieve You or a Developer of its obligations regarding confidentiality of the Software or any obligations to pay Acuatrop OlmNet for any amounts due as of the date of termination. Termination of the license(s) shall be in addition to and not in lieu of any equitable remedies available to Acuatrop OlmNet.

Notices. Any notice required or permitted hereunder shall be in English, in writing and shall be deemed to be properly given upon the earlier of (i) actual receipt by the addressee (including facsimile or e-mail) or (ii) 5 business days after deposit in the mail, postage prepaid, when mailed by registered or certified airmail, return receipt requested, or (iii) 2 business days after being sent via private industry courier, freight prepaid, to the respective parties at 100 West 57th Street, 14Q, New York, NY 10019 in the case of Acuatrop OlmNet and at Your address as contained in Acuatrop OlmNet's records, in the case of You.

Miscellaneous: This EULA is made under the laws of the State of New York, USA, without regard to its conflicts of law principles. This EULA is the entire agreement between You and Acuatrop OlmNet relating to the Software and: (i) supercedes all prior contemporaneous oral or written communications, proposals, and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgement, or similar communication between the parties during the term of this EULA. If any provision of this EULA is held invalid, all other provisions shall remain valid, unless such validity would frustrate the purpose of this EULA, and this EULA shall be enforced to the full extent allowable under applicable law. No modification to this EULA is binding, unless in writing and signed by a duly authorized signatory of each party. Any Software obtained by You after obtaining the Software which is subject to this EULA shall be subject to all of the terms of this EULA. All of Acuatrop OlmNet's licensors are direct and intended third-party beneficiaries of this EULA and may enforce it against You. Nothing herein shall be construed to limit Acuatrop OlmNet's rights to assign this EULA to a third party.

By selecting "I AGREE" below You indicate Your acceptance of the terms of this EULA and ensure that the license You are obtaining contains the desired rights and limits. Any person who accepts the terms of this EULA represents to Acuatrop OlmNet that he/she has read and understands these terms, has the authority to enter into contracts of this nature and is authorized to bind himself/herself, or the Company or entity that will be using this license, to this EULA.