LICENSE AGREEMENT

This agreement determines the conditions for utilizing the software produced by
the company of “ElproSys”, hereinafter referred to as “ElproSys” or „Licensor”.

The software being the subject of this License constitutes - together with the
documentation, equipment and cabling - an integral part of “products” of the
“ElproSys” group. The software can be utilized exclusively together with the
original equipment by ElproSys and on the basis of its documentation. Each
item of equipment added to the product containing the software has got a serial
number granted by the company of ElproSys.

The conditions of this License are to be applied in case of all types of software
produced by ElproSys. The type of version of the software rendered accessible,
constituting a part of a given product, is determined in the receipt for the
purchase of the product. The software also consists of all updates and upgrades
of the original software, which are subject to the terms and conditions of this
license agreement.

In selected cases, on the basis of particular, separate agreements concluded

with the company of ElproSys, the software can be provided separately, without
equipment on which it could be utilized; however, it is a principle that the software
together with the equipment constitutes one product and the software can be
utilized exclusively on the original equipment produced by the ElproSys group.

Prior to the software installation or its utilization it is necessary to carefully read

the terms and conditions of this license!

ATTENTION!
A copy of this license agreement is available for a review in a file “licence.txt” and
in the window on the software, enclosed to the software. The Licensee can
accept this license, ticking the box “I accept the terms and conditions of this
license”. The Licensee can also reject the terms and conditions of this license
agreement and finish the installation marking the box “I do not accept the terms
and conditions of the license agreement” The Licensee who does not express
his/her consent to the terms and conditions of the license agreement is not
permitted to install nor to utilize the software. All cases of utilizing this software
by the Licensee also constitute his/her acceptance of these terms and conditions.

The company ElproSys shall grant the Licensee with this License exclusively if
the Licensee has acquired the software from the company of ElproSys or its
authorized commercial representative. If the Licensee has acquired the software
from any other source, he/she is not permitted to install it nor to utilize it. A list of
authorized representatives is available on the website
www.elprosys.com/licence

1. OWNERSHIP.

The software and documentation attached to it, are the entire property of the
ElproSys company. The software and the documentation is not sold, but is made
accessible on the conditions of the license, despite any mentions about its
"purchase". License holder should agree with it and accept that:

a) the software is protected with the copyright of Republic of Poland and

international agreements on the protection of the intellectual property.
b) ElproSys company will retain all copyrights and has every right to intellectual
property connected with the software.
c) there are no additional licenses implied by present license and the ElproSys
company retains all rights that were not directly granted unequivocally to the
license holder.
d) Licence holder does not gain the rights to the software or any other shares
despite the license rights.
e) ElproSys is the owner of all software copies, regardless to way of realization
of this copy. License holder declares that he will never and in any way claim his
rights towards software of the ElproSys company and will never put in doubt the
rights of ElproSys company towards the software.
f) Present license does not grant to the license holder any rights to use any
trademark belonging to ElproSys company.

2. LICENSE GRANTING AND THE SCOPE OF USAGE.

2.1 Licenses.
With every license granted, the license holder will obtain additionally the License
Certificate called later "License Certificate", which could be also in the form of
certificate, installation and license manual invoice, evidence of purchase , or
activation file, which may be provided with the software sources or separately by
the ElproSys company or its authorized sale representatives. License certificate
will contain information connected with the kind of version of the licensed
software.

2.2. Scope of the License.

The terms and conditions quoted in this section 2.2 are applicable only if the
Licensee has purchased the License directly from the company of ElproSys or
its commercial representative (a commercial representative of the company of
ElproSys can be an authorized seller or any other entity possessing the right to
"distribute" its products). The company of ElproSys grants the license to utilize
the software pursuant to the terms and conditions of this personal, non-exclusive,
non-transferable and limited license; if the Licensee is a natural person not
conducting business activities - to the Licensee himself / herself; or if the
Licensee is a natural person conducting business activities, a legal person or an
organizational unit not being a legal entity - to its owner (in case of a natural
person) and to the employees of this entity. The said license authorizes
exclusively to the acquisition of access to and utilizing the software by the initial
purchasers of the software, who are at the same time the final users of the
software and their employees, pursuant to the terms and conditions of this
license agreement. The Licensee hereby declares that he shall make all efforts
not to allow any third parties to utilize the purchased software. The Licensee is
permitted to install the software on an appropriate number of computer stands,
assuming that users of these stands shall be persons authorized to utilize the
software. The software can be utilized exclusively with the original equipment
produced by the company of ElproSys and after a user registration has been
made.

2.3 “Demonstrative license”.

In some cases Licence granter grants a personal, non-exclusive, non-
transferable and limited “ demonstrative” license for its sale representatives.
Subject license is aimed to demonstrate the software to its potential buyers and
enables to use the software and the rest of the product only in this aim and
withing limited period of time.

2.4 Spare copies.

According to the remaining conditions of the present license, License holder may
realize a certain amount of spare copies of the software and place them on the
spare carrier for instance on the hard disc , on the optical or magnetic carriers
and on the one (1) CD in case of destruction of the original CD. ElproSys
company retains all rights, that were not granted unequivocally to the License
holder by virtue of present license.

3. GENERAL CONDITIONS CONNECTED WITH COMPLICATED

PROGRAMMES AND REDISTRIBUTABLES.

3.1 Redistributables
The software may contain in the attached printed or electrical documentation
some files, libraries, and/or source code defined clearly by ElproSys company
as redistributables called later "Redistributables". From time to time ElproSys
company may define other files as redistributables.

3.2 Licensing of the „Redistributables”

According to the conditions and decisions of present License, including some
limitations stated in the 3.3 paragraph, ElproSys company grants to the License
holder personal, non-exclusive, non-transferable and limited license which
authorizes to:
a) making exact copies of the redistributables and to programme those copies
only with the aim to enable the users ( called later "Users") to activate and to use
those components in the electronic vehicle modules;
b) granting license to the Users for the personal, non-exclusive, non-transferable
right to install and to activate the redistributables, without any changes, and only
as the components of the Works and exclusively for the private usage of the
Users, according to the limitations from the paragraph 5 connecting
redistributables. Rights granted towards the license holder according to the
paragraph 3.2 may not be realized by other people other than mentioned in the
point 2.2. Those rights are referred exclusively to Redistributables, and not to any
file, library, source code being the part of the software.

3.3 Some limitations.

License holder:
a) may not allow the Users for modification, further distribution of the
Redistributables or the usage of the Redistributables for different than own aims
and only in the electric vehicle modules.
b) cannot use or change the notes about copyrights, trademarks or any other
information about the copyrights of the ElproSys company enclosed in the
unlimited amount of the redistributables; and
c) may make copies and to programme the redistributables in the unlimited
amount, only after receiving the permission from the Licence granter and only by
means of the original equipment of the ElproSys company.

3.4. Relation with the users.

With exception to the cases stated below there are no beneficiaries of present
License that are third parties. It means that ElproSys company does not grant
any guarantee, different than limited guarantee granted to the original buyer of
the software according to the conditions of the present License, and only License
holder will be responsible against the Users (and against of all that take or will
take advantage of the "Redistributables"h or will come into "possession") for the
technical support, service, actualization, technical help , or help of different kind,
and people like these will not have right to come to ElproSys company to obtain
any help or services. License holders are obliged to ensure towards ElproSys
company, its suppliers, workers, representatives, directors, sales representatives
or associated subjects, protection from liability in case of any claims or
encumbrance connected or resulting from with usage, delivery, coping of the
Redistributives of the buyer by third parties.

3.5. Software of the third parties.

Software, including Redistributable, may cover source code, redistribution files
and/or other files supplied by seller who is the third party ("The product of the
third party"). However, as using the Product of the third party may undergo some
license limitations imposed by the seller being the third party, it should be
checked in the electronic documentation ( if it exists) delivered together with "The
Product" of the third party. In every case all license limitations imposed by the
seller being the third party are the additional conditions in relation to the
conditions of the present License and they do not replace them.

4. LIMITATIONS

License holder cannot:

a) modify, adapt, change, translate or create any derivative works of the software
or to connect the software with other than described in the documentation
accompanied the software, unless it was stated on paper and approved by
ElproSys company.
b) to resell, donate, rent, lease or lend the software to any third party
c) grant any secondary license or in any other way to transfer the software or any
its parts to any third parties, except to the cases defined directly in present
Agreement.
d) perform, recompile, dissemble or in any other way attempt to obtain the
source code of the software.
e) attempt to change or to erase any of the stored in the software or any of its
carriers data concerning ownership rights or secret ( together with data
concerning copyrights and trademark) of the ElproSys company and its sales
representatives.
f) allow to the third parties any access to use the software e.g. on the basis of
any agreement covering sharing of time or using the software in any other way or
allowing to use or receive profits by third parties.
g) copy or use the software except to the conditions stated clearly in the present
License.
h) to utilize the software with any equipment other than the original DiagProg,
DiagProgIII by ElproSys

5. LIMITED GUARANTEE AND EXCLUSION OF THE LIABILITY.

ElproSys company guarantees to the License holder, as to the original buyer

and not to any other party, that all physical carriers , cables and hardware
attached to the software at the time of delivery to the License holder will be free
of any physical defects of the materials and work. More specified conditions of
the guarantee are stipulated in the separate guarantee card.

ElproSys COMPANY STATES THAT A: LICENCE HOLDER WILL TAKE AS

GRANTED, THAT EXCEPT TO THE GUARANTEE, THAT IS BEING
DESCRIBED ABOVE, THE SOFTWARE IS DELIVERED "AS IS" AND WITHOUT
ANY GUARANTEES ElproSys COMPANY HEREINAFTER EXCLUDES AND
DISCLAIMS ALL GUARANTEES IMPLIED OR LEGAL, INCLUDING
GUARANTEE WITH POSSIBILITY OF SELLING APTITUDE FOR A SPECIFIED
AIM, QUALITY, INVIOLABILITY OF THE LAW, TITLES, RESULTS OR THE
PRIVATE USAGE. THERE IS NO GUARANTEE STATING THAT THE
PRODUCT WILL BE FREE OF DEFAULTS AND THAT IT WILL FUNCTION
WITHOUT ANY DISTURBS. LICENCE HOLDER TAKES ALL RISK OF USING
THE PRODUCT. THE SOFTWARE IS CO-OPERATING ONLY WITH SOME
COMPUTERS AND OPERATIONAL SYSTEMS. ElproSys GUARANTEES
HOWEVER THAT THIS PART OF THE SOFTWARE, WHICH IS INCLUDED IN
THE EQUIPMENT (DiagProg, DiagProgIII), IS FULLY COMPATIBLE WITH IT.
THE SCOPE IN WHICH ElproSys COMPANY MAY NOT DISCLAIM THE
USAGE OF THE GUARANTEE AS THE RESULT OF THE LAW BINDING ,
SCOPE , TIME OF DURATION OF SUCH A GUARANTEE WILL BE THE
LEAST LEGALLY PERMISSIBLE.

6. THE SERVICES: ACTUALISATIONS AN CHANGES OF THE SOFTWARE.

According to the present license, ElproSys company has no duty to assure to

the License holder the installation , training or any other services. Such services,
when they are accessible, should be purchased separately. If, according to the
separate agreement covering technical help or other, ElproSys company will
deliver a new version, correction, upgrade or any other modification of the
software, such modification will be acknowledged as the part of the software and
will undergo conditions of the present License, unless such modification will not
be specified unequivocally delivered on the basis of the separate license
agreement.

7. CONFIDENCE.

License holder confirms that software in the form of the source code constitutes
the trading secret of the ElproSys company. License holder agrees to keep this
information in secret and not revealing it to any person or taking advantage of it
in any other aim than usage and exploitation allowed on the base of the present
License.

8.LIMITATION OF THE LIABILITY

ElproSys COMPANY TAKES NO LEGAL RESPONSIBILITY IN ANY CASE ,

FOR ANY OF THE PARTIES FROM THE TITLE OF THE COMPENSATION
CLAIMS RESULTING FROM ANY INDIRECT, ALEATORY, SPECIAL, FOR THE
MORAL LOSSES OR OTHER DAMAGE, IN THIS INCLUDING ALSO
RESULTING FROM LOSS OF INCOMES, PROFITS, POSSIBILITY OR
ECONOMIC DATA RESULTING OR RELATED TO THE PRESENT
AGREEMENT OR TO THE PRODUCT NO MATTER WHETHER IT IS
CONNECTED WITH THE CONTRACTED, DELICT OR OTHER
RESPONSIBILITY. EVEN IF ElproSys COMPANY KNEW, SHOULD HAVE
KNOWN OR WAS INFORMED ABOUT THE POSSIBILITY OF REVELATION OF
SUCH DAMAGES. THE WHOLE SUMMARY RESPONSIBILITY OF ElproSys
COMPANY RESULTING OR CONNECTED WITH PRESENT LICENSE OR
SOFTWARE. NO MATTER IF IT IS CONTRACTED, DELICT OR OTHER
RESPONSIBILITY, WILL NOT EXCEED THE AMOUNTS REMITTED
FACTUALLY BY THE LICENSE HOLDER FOR THE SOFTWARE WHICH IS
THE SUBJECT OF PRESENT LICENSE, AS WELL AS CONNECTED WITH IT
DOCUMENTATION AND HARDWARE. PRESENT AGREEMENTS ARE
BINDING EVEN IN CASES WHEN THE SOLE SATISFACTION STIPULATED IN
THE PRESENT AGREEMENT WILL NOT FULFILL ITS BASIC TASK.

9. TERMINATION

9.1. Validity period.

The validity period of this License commences on the day of receiving the
software together with the documentation and equipment and it lasts incessantly
until the moment of its dissolution according to the terms and conditions stated
below;p in cases of supplying the software without the equipment, the validity
period of this License commences on the day of receiving the software itself.

9.2 Renunciation of the License from any reason.

License holder may renounce present license from any reason or without
defining the reason, however ElproSys company should be informed about such
decisions on paper five days ahead.

9.3 Termination of the license from the fault of the License holder.
ElproSys company may renounce present License Agreement in case when the
License holder breaks the decisions of the Agreement Termination of the
Agreement is performed through delivery to the License holder a Renunciation
with specification of the presumed breach of Agreement. If there is the possibility
to repair the reason of the renunciation, the License holder is vested the thirty
(30) days grace period..If in this period the reason of the breach of contract, the
License remains valid, in the other case it will be automatically terminated after
thirty (30) days grace period.

9.4. Termination of the License in the immediate way.

The termination of the license in the immediate way in case of the loss (in any
way) by the License holder of the equipment, which is together with
documentation, software the integral part of the ElproSys company product,
even if the loss of the device was not his fault.

9.5 The consequences of the termination.

In case of termination of the present License from any reason binding are
following conditions:
a) all rights granted on the basis of present License become automatically
invalid, and License holder must stop usage of the software and of the
Redistributables,
b) License holder will return to the ElproSys company or will destroy all copies of
the software delivered to him or made by him and within ten (10) days from the
date of legalization of the termination of the License will deliver to the ElproSys
company a statement on paper that all such copies have been destroyed.

10. GENERAL STIPULATIONS

10.1. Valid legal regulations.

This License is subject and shall be construed according to the Polish law. Any
disputes that might arise between the parties shall be solved by way of amicable
agreements, and should they fail to settle the dispute, by the common Polish
courts. Should any stipulation of this License be deemed illegal, invalid or
impossible to be executed for any other reason, such a stipulation shall be
executed to the fullest permissible extent, and the remaining terms and
conditions of this License shall remain valid.

10.2. Transfer of rights.

License holder has no rights to transfer the carrier with the software, to transfer
present license or to transfer his rights or to delegate any of the commitments
resulting from the License on the legal way or in any other way (including fusion,
sale of the estate, consolidation without obtaining any previous allowance on
paper from ElproSys company. All attempts to transfer, which remain breach of
contract will be assumed as invalid.

10.3. The export control.

The license holder has no right to direct or indirect right to transfer the software,
the documentation or the hardware being the part of the product, to any other
country than it results from the License holder address data, which were given
with the purchase of the software. Above this License holder states that he will be
responsible for recognition and keeping compatibility of the usage of the software
and the product, which is the pat of the product and will be used according to all
law of a certain country.

10.4. Additional information.

Any question connected with present License should be directed to the ElproSys
company on the address: licence@elprosys.com This address may be also
used to all kinds of correspondence connected with software, however it should
be underlined that putting the name of a certain software will cause much faster
reaction.