SOFTWARE LICENSE AGREEMENT - ESKER VSI-FAX PRODUCTS

IMPORTANT - PLEASE READ CAREFULLY.  
TO ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT EITHER CHECK THE BOX NEXT TO
"YES, I AGREE TO THE LICENSE TERMS" OR, IN THE UNIX VERSION TYPE "A" FOR
"ACCEPT". IF YOU DO NOT AGREE TO THE TERMS HEREIN, EITHER SELECT CANCEL OR, IN
THE UNIX VERSION, "D" FOR DECLINE AND THIS COPY OF VSI-FAX WILL NOT BE
INSTALLED. If you do not agree to these terms, return VSI-FAX and all related
materials to the place of purchase within thirty days of delivery date for a
refund.

THIS IS A LEGAL AGREEMENT ("AGREEMENT") BETWEEN YOU, (EITHER AN INDIVIDUAL OR
A SINGLE ENTITY) HEREINAFTER REFERED TO AS "LICENSEE," AND ESKER S.A.,
INCLUSIVE OF ITS SUBSIDIARIES, HEREINAFTER REFERED TO AS "ESKER." THIS
AGREEMENT GOVERNS LICENSEE'S USE OF THIS SOFTWARE PRODUCT, WHICH INCLUDES
COMPUTER SOFTWARE AND MAY INCLUDE ASSOCIATED MEDIA, UPGRADES, UPDATES,
SUPPLEMENTAL CODE, PRINTED MATERIALS AND ONLINE OR ELECTRONIC DOCUMENTATION
AND SHALL HEREINAFTER BE REFERED TO AS "VSI-FAX."

1.      GRANT OF LICENSE
a.      Esker hereby grants to Licensee, a perpetual, non-exclusive license
("License") to install and use one copy of VSI-FAX on a single computer owned,
leased or otherwise controlled by Licensee, for the number of clients (users)
and ports (fax channels or fax lines) for which the applicable fee has been
paid to Esker or its agent.

b.      Esker also grants Licensee the right to use the VSI-FAX Software
Development Kit inclusive of the application programming interface routines to
develop applications for Licensee's sole use with VSI-FAX. Such applications
can only be used to interface with Licensee's licensed and registered
installation(s) of VSI-FAX and may not be distributed to third parties without
Esker's prior written consent.

c.      Provided Licensee has paid the separate applicable license fee, in
addition to the production installation referred to in Section 1a, Licensee
may install one non-production/development copy of VSI-FAX to be used solely
for testing, evaluating, training, back-up, or disaster recovery purposes. The
number of clients and ports for such non-production installation may not
exceed those of Licensee's production installation unless otherwise authorized
by Esker in writing.

2.      TITLE
a.      Title, ownership, and intellectual property rights in and to VSI-FAX
shall remain with Esker and/or Esker's suppliers, as applicable.  The
copyright laws of the United States and international copyright treaties
protect VSI-FAX.
Esker retains title to all copies of VSI-FAX.  

3.      RESTRICTIONS
a.      Licensee shall not make copies of VSI-FAX, other than a single copy
for backup or archival purposes on which all VSI-FAX copyright notices shall
be reproduced and applied and to which the terms of this Agreement shall apply.

b.      Licensee shall not modify, adapt, translate, create derivative works,
disassemble, decompile or otherwise reverse engineer VSI-FAX or copies
thereof, except as permitted in this Agreement. Licensee shall not use
knowledge gained by access to VSI-FAX or any component or derivative work
thereof to develop or assist in the development of a product, which may
compete with Esker, in Esker's sole opinion.

c.      VSI-FAX, in whole or in part, may not be used to provide fax or other
messaging services as a part of a fee-based service offering without prior
written consent of the Esker. VSI-FAX or any copy thereof may not be sold,
leased, assigned (except as provided herein), sublicensed or otherwise
transferred, in whole or in part without prior written permission from Esker.

d.      In the event Licensee is using an evaluation or demo copy of VSI-FAX,
such copy may only be used for the sole purpose of testing VSI-FAX and may not
be used for production purposes. An evaluation or demo copy of VSI-FAX will
cease to function upon expiration of its calibrated evaluation period and no
evaluation or demo copy of VSI-FAX may be assigned, transferred or sold to a
third party.

e.      In the event Licensee has been provided a Not for Resale ("NFR") copy
of VSI-FAX, such copy may only be used for demonstration, test or evaluation
purposes and specifically may not be used for production purposes by Licensee
or any third party. In addition, Esker is not obligated to upgrade any NFR
copy and no NFR copy is permitted to be assigned, transferred, or sold.

f.      No right, title, or interest in and to any Esker intellectual
property, including but limited to copyrights, patents, trademarks or trade
names are granted hereunder.

4.      TERMINATION
a.      This Agreement is effective until terminated. Licensee may terminate
this Agreement at any time by providing a minimum of thirty (30) days advance
written notice to Esker.  Furthermore, failure to pay license fees or any
other monies due Esker will result in termination of this Agreement.  This
Agreement will terminate immediately without prior notice from Esker if
Licensee or any agent or employee of Licensee fails to comply with any
provision of this Agreement, or if Licensee becomes bankrupt or insolvent.

b.      Licensee agrees that, upon termination, Licensee will permanently
erase all copies of VSI-FAX from any computer system on which it has been
installed. Licensee also agrees that, upon termination, Licensee will return
all of Licensee's copies of VSI-FAX to Esker, together with any other material
Licensee has received by Esker in connection with VSI-FAX.  If the Agreement
is terminated, Licensee may not continue to use or possess any copies of
VSI-FAX.

5.      LIMITED WARRANTY
a.      Esker warrants that the media on which Esker furnishes VSI-FAX shall
be free of defects in material and workmanship under normal use for a period
of ninety (90) days from the date of purchase, as evidenced by a copy of the
receipt, which must be provided by Licensee as a condition for warranty
coverage. This warranty shall not apply if Licensee, or any agent thereof, i)
makes any modifications to VSI-FAX; ii) subjects VSI-FAX to accident, abuse,
or improper use; iii) uses VSI-FAX on or in conjunction with hardware or
software other than the unmodified version of hardware or software with which
VSI-FAX was designed to be used as described in the VSI-FAX documentation; or
iv) violates any term of this Agreement.

b.      NO WARRANTY FOR EVALUATION OR DEMO COPIES OF VSI-FAX. EVALUATION OR
DEMO COPIES OF VSI-FAX ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.

c.      ESKER DISCLAIMS ALL OTHER WARRANTIES EITHER EXPRESSED OR IMPLIED,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
AND NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS.  NO SALESPERSON AFFILIATED WITH
ESKER (INCLUDING DISTRIBUTORS AND RESELLERS) IS AUTHORIZED TO MAKE ANY
MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.

6.      LIMITATION OF LIABILITY
a.      Under no circumstance and under no legal theory, tort, contract, or
otherwise, shall either Esker or its suppliers be liable to Licensee or any
other person for any indirect, special, incidental, or consequential damages
of any character including, without limitation, damages for loss of goodwill,
work stoppage, computer failure or malfunction, or any and all other
commercial damages or losses, or for any damages in excess of the lesser of
Esker's list price or the amount Esker received from Licensee for VSI-FAX,
even if Esker shall have been informed of the possibility of such damages, or
for any claim by any other party.

7.      REMEDY
a.      Esker's entire liability and Licensee's exclusive remedy shall be at
Esker's sole option, either (a) return of the price paid or (b) replacement of
VSI-FAX media that does not meet Esker's warranty as provided herein and which
is returned to place of purchase with a copy of the sales receipt.  Any
replacement media will be warranted for the remainder of the original warranty
period or thirty (30) days, whichever is longer.

8.      CONFIDENTIALITY
a.      Licensee agrees to maintain in confidence any source code as may be
provided hereunder by Esker or created by Licensee as licensed hereunder by
using at least the same physical and other security measures as it uses with
its own confidential technical information and documentation.  Licensee
further agrees not to disclose such source code, or any aspect thereof, to
anyone other than its employees, or contractors who have a need to know or
obtain access to such information in order to support authorized use of
VSI-FAX as licensed hereunder and are bound to protect such information
against any other use or disclosure.  This obligation shall not apply to any
information generally known to the public, independently developed or obtained
without reliance on Esker's confidential information or products, or approved
for release by Esker in writing without restriction.

9.      EXPORT REGULATIONS
a.      Licensee agrees and certifies that it will not export, re-export or
use, whether directly or indirectly, VSI-FAX, or any copies, derivatives,
modifications, upgrades, or updates thereof outside the United States without
first obtaining the appropriate government approvals.

10.     MAINTENANCE AND TECHNICAL SUPPORT
a.      Provided the applicable fees are paid, Licensee is entitled to one (1)
consecutive year of maintenance and support following Licensee's initial
purchase of a VSI-FAX license.  Esker is not obligated to provide Licensee
with upgrades, updates or enhancements including patches, and maintenance
releases of VSI-FAX ("New Versions") except as may be described in a separate
support and maintenance agreement between the parties.  In the event Licensee
duly receives a New Version, such New Version must be used to replace
Licensees existent VSI-FAX installation.  Esker is not obligated to provide
support for hardware platforms, operating systems or features from this
version of VSI-FAX in future releases of VSI-FAX.

11.     U.S. GOVERNMENT RESTRICTED RIGHTS
a.      Use, duplication, reproduction or disclosure by the U.S. Government is
subject to "Restricted Rights" as set forth in subparagraph (c)(1)(ii) of the
Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or
subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted
Rights clause at FAR 52.227-19, as applicable.

12.     TAXES
a.      Any taxes due as a result of this Agreement are the responsibility of
the Licensee, with the exception of income taxes required of the Esker.  This
includes but is not limited to state sales tax, property tax, use taxes and
excise taxes.  If Esker is required to pay tax on behalf of the Licensee, then
the Licensee agrees to promptly reimburse Esker for such taxes.

13.     ASSIGNMENT
a.      Licensee may only assign its rights, as granted in this Agreement, as
part of the sale or transfer to an acquiring entity of substantially all the
assets of Licensee's business operations in which VSI-FAX is deployed.

14.     GENERAL
a.      In the event Licensee purchased this VSI-FAX license in the United
States, the laws of the State of Wisconsin govern this Agreement, without
regard to or application of choice of law rules or principles. In the event
Licensee acquired this VSI-FAX license outside the United States, local laws
may apply.

b.      This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof, and cannot be amended except by a
written statement signed by both parties and supersedes any other
communications or advertising with respect to the program and accompanying
documentation.

c.      No employee, agent, reseller or supplier of Esker may modify this
Agreement without express written permission from an officer of Esker or one
of its subsidiaries.  If any part of this Agreement is held unenforceable or
invalid, the remainder of this Agreement shall remain in full force.

VSI-FAX is manufactured by Esker S.A., 10 rue des Emeraudes, 69006 Lyon,
France, inclusive of its subsidiaries.
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CURRENT-VSI-FAX51-050608                          Rev 08-JUN-2005 dbr
