This is a legal agreement (the "License" or "Agreement") between you (either as an individual or an entity)("You" or "Licensee") and FinSoft, Inc. ("FinSoft"). This Agreement may be modified only by a written agreement signed by you and FinSoft, Inc.

Grant of License: FinSoft grants the Licensee a non-exclusive and non-transferable limited license to use one (1) copy of the Software specified in Attachment 1 on a single computer, and to use the Documentation accompanying the Software, in accordance with the terms and conditions of this Agreement.

Restrictions: Except as expressly provided in this License, Licensee may not use, copy, disseminate, modify, distribute, sub-license, sell, rent, lease, lend, give or in any other way transfer, by any means or in any medium, including telecommunications, the Software or Documentation. You may not reverse engineer, decompile, or disassemble the Software, and you may not modify, translate, or create derivative works from the Software or Documentation. You may not use the Software or Documentation in the development of a competing software product. You agree to protect the Software and Documentation from unauthorized publication, use, reproduction, and/or distribution.

Type of License: The Software and Documentation are available on Single User License(s), Course, or Site License basis. Your choice is specified on Attachment 1.

Single User License: The Software is provided under a Single User License. This means that one specific individual is licensed to install and use the Software on a single PC. If the Software is installed on a networked system, or on a computer connected to a file server or other system that physically allows shared access to the Software, Licensee agrees to provide technical or procedural methods to prevent use of the Software by more than one user.

Multiple Users: If you want to install the Software on a network and provide access for more than one user, you can purchase additional single-user licenses. Each additional single-user license allows one other specific individual to use the Software. There is no limit to the number of additional single-user licenses that may be purchased. Additional single-user licenses are not concurrent-user licenses (that is, each additional single-user license is associated with a specific individual). There is no restriction on the number of additional single-user licensees who may access the Software at any given time. For example, a group of 25 users who want access to a single copy of the Software must purchase 24 additional single-user licenses so that the entire workgroup could have access (e.g. 25 licenses total). If there were only 5 individual users who would ever need access to the Software, 4 additional user licenses would be sufficient (e.g. 5 licenses total).

Site License: Annually renewable site licenses allow the number of individuals specified on Attachment 1 to access the software from a network located at the site.

Confidentiality Agreement: The Software and all accompanying items (including all Documentation, other written materials, and packaging) constitute confidential information and trade secrets ('Confidential Information") of FinSoft. You agree, as a material term of this License Agreement, to hold all of this Confidential Information (including the methods or concepts used or contained in the Confidential Information) in strict confidence and not to disclose it to any other party without the express written consent of FinSoft, provided however, that disclosure to your employees or agents is permitted as is necessary to the performance of this License Agreement. You shall be responsible for the acts of your employees and agents with respect to disclosure of Confidential Information.

Notwithstanding anything to the contrary herein, confidential information shall not include information which:

1. Has become part of the public domain other than by breach of this License Agreement;
2. Has been rightfully received by you from a third party without confidentiality limitations;
3. Has been independently developed by or for you; or
4. Was known to you prior to your first receipt of the Confidential Information from FinSoft.

These confidentiality restrictions and obligations shall survive any termination of this License Agreement.

Termination: FinSoft may terminate this License if you breach it upon at least thirty (30) days written notice unless you cure the breach within such time; provided that if the breach is not curable, the termination will be effective upon receipt of notice. Within ten (10) days of any expiration or termination of this License, you will return to FinSoft or destroy (at FinSoft's election) all copies of the Software and Documentation in your possession.

Limited Warranty: FinSoft warrants that the physical diskette(s) (meaning the diskette(s) itself, not the Software) on which the Software is provided will be free from defects in material and workmanship under normal use for a period of thirty (30) days from the date you received delivery. During this time FinSoft will replace at no cost any such media returned to FinSoft, postage prepaid. This service is FinSoft's sole liability under this warranty.

Limitation of Liability and Disclaimer: Other than the preceding warranty, FinSoft disclaims all other warranties and representations, either express or implied, to the maximum extent of the law This includes but is not limited to warranties of merchantability and of fitness for a particular purpose. In no event shall FinSoft or its distributors be liable for any damages whatsoever (including, without limitation, damages for loss of business, business interruption, loss of business information, or other pecuniary loss) arising out of the use or inability to use the Software, or from the negligence of FinSoft or its employees, officers, directors, consultants or dealers (even if any of these parties have been advised of the possibility of such damages). In no event shall FinSoft's liability, however founded, exceed the price paid by you for this license. In no event will the author or FinSoft, Inc. be liable for indirect, special, incidental, or consequential damages arising out of the use or inability to use the Software or Documentation. Furthermore, Licensee indemnifies and agrees to hold FinSoft and its Licensor harmless from such claims. The entire risk as to the results and performance of the software is assumed by the Licensee. The Warranties expressed in this license are the only warranties made by FinSoft and are in lieu of all other warranties, expressed or implied, including but not limited to implied warranties of merchantability and of fitness for a particular purpose. [This warranty gives you specified legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow the exclusion or limitation or warranties, so the above limitations or exclusions may not apply to you.]

General: This License (including Attachment 1) is the complete and exclusive statement of the parties' agreement. Should any provision of this License be held to be invalid by any court of competent jurisdiction, the parties will substitute an enforceable provision that to the maximum extent permitted by applicable law, preserves the original intent of the parties, and the remainder of the License shall nonetheless remain in full force and effect. This License shall be governed by the laws of the Commonwealth of Virginia without regard to any provision of Virginia law that requires or permits the application of the substantive law of another jurisdiction.

Identification: This Agreement is made between FinSoft, Inc., a Virginia corporation, having a principal place of business at

6615 Cardinal Lane, Annandale, VA 22003 USA, 703-354-0503, ("FinSoft"), and the following "Licensee":

___________________________________________________________________________________________________________________

Shipping Label - Street Address, City, State, Postal Code, Country

______________________________________________________________________________________________________________________

(Daytime Telephone) (Fax number) (E-mail)

Licensee (circle one) university professor student (Course_________________________________Professor______________________)

Type of License (circle one) ValueCalc 3.0 Single User ($30/semester; $60/year) ValueCalc 3.0 Course License ($100 per year per computer)

ValueCalc 3.0 Site License ($2,000 per year)

(Address of the site)__________________________________________________________________________________________________

The disk serial numbers for each of the computers on which the software will be installed is required to create software use license files. This information can ONLY be obtained by going to the DOS prompt on the computer where the software will be installed (e.g. C:) and typing C:\vol. LIST THE DISK SERIAL NUMBERS BELOW (the number will be eight digits and alphanumeric, of the form 01L2-I3AO. Distinguish between numbers (0: "zero", 1: "one") and letters (I: "eye", L: "ell", and O: "oh"). Example: 01L2-I3AO{zero, one, ell, 2, eye, 3, A, oh}.

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The License Fee is payable in full upon receipt of the software and is net of all taxes.

Card Number______________________________________________________________Expiration Date_______________________

Billing Address for card _________________________________________________________________________________________

(Street, City, State, Postal Code, Country)

Signature on card___________________________________________________________Date________________________________