Software License for JKBench

1. The following terms shall have the following respective meaning:

1.1 "Improvement" means an upgrade, correction, modification,

alteration, revision, update or refinement of the Program that improves a
particular function or phase without providing a new capability to the
user.

"Invoice" means the invoice or quotation of the Authorised

Reseller attached to these terms and conditions.

"the Licensor" shall mean JKTech Pty Ltd.

"the Licensee" shall mean the end-user person or company named on

the Invoice or quotation.

"the Program" means the JKBench computer Program described on the

Invoice or quotation.

1.2 Words implying the singular shall be deemed to include the

plural and vice versa and words implying one gender shall include the
other gender.

2.1 In consideration of the payment made to the Licensor by the

Licensee and in further consideration of the performance and observance
of the covenants and conditions herein contained and on the part of the
Licensee to be observed and performed, the Licensor hereby grants to the
Licensee a license to use the Program in accordance with the terms hereof.

2.2 The license hereby granted is non-transferable.

2.3 The Licensee shall be permitted to make back-up copies of the

Program.

3. The Licensee agrees with the Licensor as follows:

3.1 Not to be a party to the doing of any act, matter or thing,

whereby any industrial property in respect of the Program may be
prejudicially affected including after the license is terminated for
whatsoever reason;

3.2 To use the Program as an independent licensee and not as a

partner, representative, agent or employee of the Licensor;

3.3 To notify the Licensor immediately of any perceived problems with

its use of the Program;

3.4 That all right, title and interest in the Program shall remain at
all times the property of the Licensor absolutely and that any use by it
of the Program shall be as licensee only;

3.5 Not to modify, sell or otherwise dispose of the Program or any

copies thereof.

4. The Licensor agrees with the Licensee:

4.1 To offer to the Licensee during the first year after supply of
the Program a license to use all Improvements, and

4.2 To provide to the Licensee copies of any manuals with respect to

the Program at its then applicable fee.

5. The Licensor shall not be required to provide any support

services or maintenance of the Program. If the Licensor, at its sole
discretion, should decide to provide any support, services or maintenance
of the Program, they shall be charged at the Licensor's then applicable
rates.

6.1 In the event that:

(a) there is a material breach or non-observance or non-performance

of any of the covenants and conditions herein contained and on the part
of the Licensee to be observed and performed and such breach continues
for fourteen (14) days after service in writing by the Licensor of a
notice on the Licensee requiring it to remedy same;

(b) the Licensee (or any of them) shall become bankrupt or makes an
assignment for the benefit of creditors, or makes any composition or
arrangement with such creditors; or

(c) the Licensee has a liquidator or a receiver or a receiver and

manager appointed over the whole or any part of its property or
undertaking or has an official manager appointed or makes an assignment
for the benefit of creditors or makes any composition or arrangement with
such creditors;

THEN the Licensor may at its option by notice in writing terminate this
license without prejudice to any other remedy the Licensor may have
against the Licensee.

6.2 Upon the termination of this license for whatever reason the
Licensee shall deliver forthwith to the Licensor the Program and all
copies thereof.

7. Any waiver by the Licensor of a breach of this license shall not

be deemed to be a waiver of a subsequent breach of the same or of a
different kind.

8. In the event that any of the obligations or undertakings of the

Licensor herein or any of the other terms hereof cannot be given effect
or full force and effect by reason of statutory invalidity or otherwise
the said obligation undertaking or other term as the case may be which
cannot be given effect or full force and effect shall be severed ignored
or read down restrictively to maintain and uphold so far as possible the
other terms of this license.

9. This license will be governed by the laws of the State of

Queensland and the parties hereby submit to the jurisdiction of the
courts of Queensland.

10. These terms constitute the entire Agreement and understanding

between the parties as to the subject matter hereof and merge all prior
discussions between them and supersede all prior Agreements and
understandings between the parties with respect to the matters covered
hereby and all representations or warranties given.
11. Where there is more than one signatory as Licensee the covenants
on their part shall be joint and several.

12.1 To the extent permitted by law, it is expressly agreed that the

Licensor makes no warranties in relation to the Program whether as to
merchantability or fitness for a particular purpose or as to any other
matter or thing other than as expressly set out herein.

12.2 Subject always to certain laws which make certain warranties,

conditions and representations incapable of exclusion or limitation, all
expressed and implied conditions, warranties and representations (whether
contractual or otherwise) whether arising under statute or by implication
of law, custom or usage with respect to Programs or services supplied by
the Licensor to the Licensee shall not apply, and all such conditions and
warranties and representations (if any) are expressly negated.

12.3 The Licensor shall in no event be liable for any damage whether
direct, indirect, spatial, incidental or consequential howsoever arising
whether under statute or from the negligence of the Licensor or by breach
of contract by the Licensor or from an act or omission of the Licensee or
otherwise.

12.4 When a right or remedy which is not capable of exclusion,

restriction or modification is granted to the Licensee by law and that
law allows the Licensor to limit its liability with respect to that right
or remedy, then the liability of the Licensor is limited solely to the
minimum level permitted by that law and where the Licensor has a
discretion as to its liability, to the liability as determined by the
Licensor.