			 FRANZ INC.
		 END USER LICENSE AGREEMENT
			   GRUFF

BEFORE YOU INSTALL OR ACCESS OR OTHERWISE USE ANY OF THE
SOFTWARE CONTAINED IN THIS PACKAGE, CAREFULLY READ THE TERMS
AND CONDITIONS OF THIS DOCUMENT.  BY INSTALLING OR OTHERWISE
USING OR ACCESSING ANY OF THE SOFTWARE CONTAINED IN THIS
PACKAGE, YOU ARE AGREEING TO AND CONSENTING TO BE BOUND BY
AND ARE BECOMING A PARTY TO THIS LICENSE AGREEMENT. IF YOU
DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, REMOVE
AND DO NOT USE THE SOFTWARE.

1.  GRANT. Subject to the provisions contained herein and
full payment of all applicable license fees, Franz
Inc. ("Franz") hereby grants to the end user ("you") a
personal, nonexclusive and nontransferable license to use
the accompanying proprietary computer software product
("Software") and any documentation provided for the Software
("Documentation"), for the term and in the number of copies
licensed, as follows. You may:

(1) use the Software, for its intended use only, on the type
and capacity of computer for which you have purchased a
license, provided you install the Software on only one
computer at a time; and

(2) use the Documentation only in support of use of the
Software authorized in paragraph (1) above; and

(3) make a copy or copies of the Software, as provided in
Section 5.
 
Franz retains ownership of the Software and Documentation,
and each copy thereof, which are protected by United States
copyright law and international treaty provisions, as set
out below.  This license grants you certain rights to use
the Software; it is not a sale.  No rights are granted to
any software or documentation which you have not purchased.

2.  RESTRICTED USE.  Your use of the Software and
Documentation is restricted so that you may not, and you may
not permit or cause others to:

(1) Sublicense, transfer, sell, lease, or rent the Software
or the Documentation;
(2) Decompile, decipher, disassemble, reverse engineer or
translate the Software;
(3) Modify or create a derivative work of the Software or
the Documentation; or
(4) Install the software on more computers than have been
licensed.

Unauthorized copying of the Software or the Documentation,
or failure to comply with the above restrictions, will
result in the automatic termination of this license and will
make other legal remedies available to Franz.

3.  TRANSFERS PROHIBITED. This Agreement is personal to
you. You are prohibited from selling, loaning, renting,
leasing, sublicensing, transmitting, distributing or
redistributing, or otherwise transferring or assigning any
part of the Software or the Documentation to any third party
at any time whether by operation of law or otherwise and
whether with or without consideration. Without limiting the
foregoing, any transmittal or transfer of the Software or
the Documentation on the Internet or by other electronic
means is prohibited. ANY REPRODUCTION OR DISTRIBUTION OF THE
SOFTWARE OR THE DOCUMENTATION NOT IN ACCORDANCE WITH THE
EXPRESS TERMS OF THIS LICENSE IS PROHIBITED BY LAW AND MAY
SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES. ANY ACTUAL OR
ATTEMPTED SALE, LOAN, RENTAL, LEASE, SUBLICENSE,
TRANSMISSION, DISTRIBUTION OR REDISTRIBUTION OR OTHER
TRANSFER OR ASSIGNMENT OF THE SOFTWARE OR THE DOCUMENTATION
IN WHOLE OR IN PART IN ANY MEDIA OR BY ANY METHOD SHALL
IMMEDIATELY AND IRREVOCABLY TERMINATE THIS LICENSE AGREEMENT
FOR ALL PURPOSES.

4.  SOFTWARE FORMAT; UPDATES; SUPPORT.

(1) Franz shall furnish the Software to you electronically
or on media in machine-readable object code format
only. This license does not grant you any right to the
source code of the Software or other formats of the Software
and Documentation.

(2) This license does not grant you any right to any
technical support, enhancement or update to the Software and
Documentation, For purposes hereof any upgrade or
enhancement of the Software provided by Franz shall be
deemed part of the "Software".

(3) Any released update or enhancement to the Software shall
be used only in conjunction with the Software as originally
installed on a single computer and may not be separated for
use.

5.  COPIES. You may not copy or distribute the Software or
the Documentation, except as follows:

(1) If you have acquired a single license for use of the
Software, you may make a single copy of the Software and the
Documentation for backup or archival purposes.

(2) If you have acquired a multi user license for use of the
Software, you may make the number of copies of the Software
and the Documentation for internal use equal to the number
of copies for which you have paid the license fee, plus a
single copy of the Software and the Documentation for backup
or archival purposes. In the case of a multi user license,
Franz shall have reasonable rights of audit to ensure
compliance with these terms and conditions.

(3) No other copies of the Software or the Documentation
shall be made by you or any other person or entity at any
time.

All permitted copies of the Software or the Documentation
shall be subject to this Agreement and shall contain all
notices of copyright, trademark or other proprietary rights
and all claims of trade secret rights as contained in the
original Software or Documentation provided to you. You may
not remove or obscure any said copyright or trademark or
proprietary rights notices of Franz or the text of this
Agreement at any time for any purpose.

6.  TITLE; REMAINDER. All title, ownership rights, and
intellectual property rights in and to the Software and
Documentation shall remain the sole property of Franz and/or
its suppliers and no such rights are being transferred or
conveyed hereunder. All rights not expressly granted herein
are expressly reserved and retained by Franz.
 
7. CONTENT. Title, ownership rights, and intellectual
property rights in and to the content accessed through the
Software are the property of the applicable content owner
and may be protected by applicable copyright or other
laws. This License gives you no rights to such content.

8.  LIMITED WARRANTY AND LIMITATION OF LIABILITY.

(1) Franz warrants that for a period of thirty (30) days
from the original date of your receipt of the Software, the
Software, if operated as directed, will substantially
achieve the functionality described in the
Documentation. Franz does not warrant, however, that your
use of the Software will be uninterrupted or that the
operation of the Software will be error-free or
secure. Franz also warrants that the media containing the
Software, if provided by Franz, will be free from defects in
material and workmanship for a period of thirty (30) days
from the original date of your receipt of the Software. In
the event Franz receives written notice from you of any
defects within the warranty period, Franz in its sole
discretion shall: (i) replace your defective media; (ii)
advise you how to achieve substantially the same
functionality with the Software as described in the
Documentation through a procedure different from that set
forth in the Documentation; or (iii) provide a refund of the
price paid for the Software. The sole liability of Franz for
any defect or breach of warranty shall be the remedies set
forth herein. 

(2) THESE LIMITED WARRANTIES SHALL BE APPLICABLE ONLY TO YOU
PERSONALLY AND ARE NOT APPLICABLE TO ANY THIRD PERSON AND
ARE NOT TRANSFERABLE OR ASSIGNABLE TO ANY EXTENT.

(3) THE FOREGOING ARE LIMITED WARRANTIES AND ARE THE ONLY
WARRANTIES MADE BY FRANZ. FRANZ HEREBY DISCLAIMS ALL OTHER
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NONINFRINGEMENT
OR ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. THE LIMITED WARRANTIES GIVE YOU SPECIFIC
LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY
FROM STATE TO STATE OR BY JURISDICTION. APPLICABLE LAWS MAY
NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE
EXCLUSION MAY NOT APPLY TO YOU.NO FRANZ EMPLOYEE, AGENT,
SUPPLIER OR RESELLER IS AUTHORIZED TO MAKE ANY
MODIFICATIONS, EXTENSIONS OR ADDITIONS TO THIS WARRANTY.

(4) Notwithstanding any other provision herein, the limited
warranties shall immediately terminate if any modifications
are made to the Software by you at any time; if the media is
subjected to accident, abuse, or improper use; if the
Software is used on or in conjunction with hardware or
programs other than the unmodified version of hardware and
programs with which the Software was designed to be used as
described in the Documentation; or if you violate any of the
terms of this Agreement.

9.  LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND
UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR
OTHERWISE, SHALL FRANZ OR ITS SUPPLIERS OR RESELLERS OR ANY
OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS THEREOF BE LIABLE
TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND
ARISING OUT OF THE USE OR INABILITY TO USE ANY OF THE
SOFTWARE OR DOCUMENTATION (INCLUDING WITHOUT LIMITATION
DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER
FAILURE OR MALFUNCTION, LOSS OF BUSINESS PROFITS, LOSS OF
BUSINESS INFORMATION, LOSS OF DATA, OR OTHER PECUNIARY
LOSS), EVEN IF FRANZ SHALL HAVE BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, IN
ALL EVENTS NO LIABILITY FOR DAMAGES SHALL EXCEED THE AMOUNT
OF THE LICENSE FEE PAID TO FRANZ FOR THIS LICENSE. BECAUSE
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION
OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THESE LIMITATIONS
MAY NOT APPLY TO YOU.

10.  EXPORT CONTROLS. You shall not download, transmit or
otherwise export or reexport the Software or any underlying
information or technology except in full compliance with all
United States and other applicable laws and regulations. In
particular, but without limitation, none of the Software or
the Documentation or underlying information or technology
may be downloaded, transmitted or otherwise exported or
reexported (i) into (or to a national or resident of) Cuba,
Iraq, Libya, North Korea, Iran, Serbia, Syria or Sudan or
any other country to which the United States has embargoed
goods; or (ii) to any person on the United States Treasury
Department list of Specially Designated Nationals or the
United States Commerce Department Table of Deny Orders. You
represent and warrant that you are not located in, under the
control of, or a national or resident of any such country or
on any such list. 

11.  TERMINATION. Without prejudice to its other rights
hereunder, Franz may terminate this Agreement and the
License if you violate or breach any term or condition
hereof. In the event of such termination, you must
immediately destroy all copies of the Software and the
Documentation and cease all use thereof.

12.  BINDING EFFECT. Subject to the prohibitions on transfer
and assignment hereof, this Agreement shall inure to the
benefit of and be binding upon each of the parties hereto
and their respective officers, directors, employees,
shareholders, owners, partners, agents, representatives,
parents, subsidiaries, affiliates, heirs, devisees,
successors and assigns.

13.  OTHER SOFTWARE. This Agreement shall not be applicable
to any other software separately distributed or licensed by
Franz.

14.  MISCELLANEOUS. This Agreement represents the sole and
exclusive agreement between the parties concerning the
subject matter hereof and supersedes all prior agreements,
communications, proposals and representations. This
Agreement may be amended only by a writing executed by both
parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU
IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS
SET FORTH HEREIN, AND FRANZ AGREES TO FURNISH THE SOFTWARE
AND DOCUMENTATION ONLY UPON THESE TERMS AND NOT THOSE
CONTAINED IN YOUR PURCHASE ORDER. Whenever possible, each
provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law. In
the event that any provision of this Agreement shall be held
by the final judgment of a court of competent jurisdiction
to be invalid or unlawful or unenforceable, then the
remaining provisions of this Agreement shall remain in full
force and effect and shall be construed to give the fullest
effect to the intent of the parties expressed
herein. Headings shall not be considered in interpreting
this Agreement. This Agreement shall be governed by and
construed under the laws of the State of California,
U.S.A. for contracts entered into and to be performed
entirely within the State of California, without reference
to conflict of laws principles. This Agreement shall not be
governed by the United Nations Convention on Contracts for
the International Sale of Goods, the application of which is
hereby expressly excluded.

15.  U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and
Documentation are being provided only with RESTRICTED
RIGHTS. If the acquiring unit or agency is the
U.S. Department of Defense, use, duplication or disclosure
is subject to restrictions as set forth in DFAR Section
227.7202. If the acquiring unit or agency is any other unit
or agency of the United States Government, use, duplication
or disclosure is subject to restrictions as set forth in FAR
Section 12.212 and FAR Section 52.227-19(c)(1) and (2). For
these purposes the manufacturer is Franz Inc, 2201 Broadway,
Suite 715, Oakland, California 94612.

COPYRIGHT NOTICE: (c) 2010 Franz Inc. All rights reserved.

TRADEMARK NOTICE: "Franz" and the names of Franz products or
processes and all Franz logos are trademarks or registered
trademarks or service marks or trade dress of Franz Inc.

If you have any questions concerning this agreement, or
otherwise wish to contact Franz Inc., email to:
info@franz.com, or write to: CUSTOMER SERVICE, FRANZ INC.,
2201 Broadway, Suite 715, Oakland, California 94612.
