KENNETH W. CHRISTIAN, PHD ("CHRISTIAN") SOFTWARE LICENSE AGREEMENT ("AGREEMENT")

IMPORTANT: READ THESE TERMS CAREFULLY BEFORE INSTALLING THE SOFTWARE KNOWN AS "ONTASK 2.0" AS INSTALLED BY THIS INSTALLATION PROCESS, IN MACHINE-EXECUTABLE FORM ONLY, AND ANY RELATED DOCUMENTATION (COLLECTIVELY, THE "SOFTWARE").  BY INSTALLING, OR OTHERWISE USING THIS SOFTWARE, YOU (THE "LICENSEE") ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD SOFTWARE.

1. License. Subject to the terms and conditions of this Agreement, including, without limitation, Section 2 hereof, Christian hereby grants to Licensee, during the Term (as defined below), a limited, a non-exclusive license (the "License") to: (i) install and operate the Software on a computer or a computer network owned or operated by Licensee subject to the limitations and restrictions set forth in this Agreement.

2. Restrictions. Except as otherwise expressly set forth herein, Licensee shall not: (a) translate or decompile, or create or attempt to create, by reverse engineering or otherwise, the source code form from the object code supplied hereunder; (b) modify, adapt, translate or create a derivative work from the Software; (c) remove any proprietary notices, labels, or marks on the Software.

3. Termination. This Agreement and the License hereunder shall be in effect from and after the date Licensee installs the Software on a computer in accordance with the terms and conditions hereof and shall continue perpetually unless terminated in accordance with this Section 3. This Agreement shall be automatically terminated upon any breach by Licensee of any term or condition of this Agreement. Such period shall be referred to herein as the "Term". Articles 2, 4, 5, 6, and 7, hereof shall survive the expiration or termination of this Agreement for any reason.

4. Intellectual Property Rights. Licensee hereby acknowledges and agrees that Christian or its licensors own and retain all rights, title, and interest in and to the Software, regardless of the form or media in or on which the original may exist including, without limitation, all copyrights, trademarks, patents and trade secret rights inherent therein or appurtenant thereto. This Agreement shall not constitute a sale of the Software and no title or proprietary rights to the Software are transferred to the Licensee hereby. Licensee acknowledges that the Software is a unique, confidential and valuable asset and trade secret of Christian, and Christian or its licensors shall have the right to obtain all equitable and legal redress which may be available to it for the breach or threatened breach of this Agreement including, without limitation, injunctive relief.

5. Warranty; Disclaimer. THE SOFTWARE IS BEING LICENSED HEREUNDER WITH NO WARRANTY WHATSOEVER. LICENSEE ACKNOWLEDGES THAT ITS USE OF THE SOFTWARE IS AT ITS OWN RISK. THE SOFTWARE IS PROVIDED SOLELY ON AN "AS-IS" BASIS. CHRISTIAN AND ITS LICENSORS MAKE NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE. CHRISTIAN EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT. CHRISTIAN DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE SHALL BE OPERABLE, UNINTERRUPTED OR ERROR FREE OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT.

6. No Liability. IN NO EVENT SHALL CHRISTIAN OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF DATA, OR ANY OTHER DAMAGES, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND IN SUCH CASE AND ONLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO LICENSEE. WITHOUT LIMITATION OF THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL LICENSOR'S TOTAL AGGREGATE LIABILITY TO LICENSEE FOR ANY AND ALL CLAIMS ARISING HEREUNDER, INCLUDING WITHOUT LIMITATION ARISING OUT OF YOUR USE OF THE SOFTWARE, EXCEED THE SUM OF $100.

7. Miscellaneous. This Agreement is made in and shall be governed by the laws of the State of California, excluding choice of law principles. Venue for all proceedings shall be Sacramento, California. Notwithstanding the foregoing, Christian shall have the right to apply to any court of competent jurisdiction for injunctive or other relief. The United Nations Convention for the International Sale of Goods shall not apply. There is no relationship of agency, partnership, joint venture, employment or franchise between the parties. The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision. The failure by Christian to exercise any right hereunder shall not operate as a waiver of Christian's right to exercise such right or any other right in the future. This Agreement may be amended only by a written document executed by a duly authorized representative of each of the parties. This Agreement constitutes the complete and exclusive statement of the terms and agreement between Christian and Licensee and supersedes all prior representations, understandings and communications, oral or written, between the parties with respect thereto, including memoranda of agreement. In the event legal action is taken by Christian or its licensors to enforce any provision of this Agreement, all costs and expenses, including reasonable attorneys' fees and expenses, incurred by Christian or its licensors shall be paid by Licensee, in addition to other damages to which Christian or its licensors may be lawfully entitled. Licensee agrees that it will not refer to the Software or to the existence of this Agreement nor will it use Christian's name in any press releases, advertising, marketing or other materials without Christian's advanced written consent in each instance. Any notice provided by Licensee to Christian pursuant to this Agreement shall be in writing to Kenneth W. Christian, 1809 S Street Suite 100, #118 and shall be deemed given (i) if by hand delivery, upon receipt thereof; (ii) if mailed, three (3) days after deposit in the U.S. mails, postage prepaid, certified mail, return receipt requested; or (iii) if by next day delivery service, upon such delivery. Any notice provided by Christian to Licensee pursuant to this Agreement shall be sent to the e-mail or mailing address provided by Licensee upon registering on Christian's Web site, and shall be deemed given (i) if by hand delivery, upon receipt thereof; (ii) if mailed, three (3) days after deposit in the U.S. mails, postage prepaid, certified mail, return receipt requested; or (iii) if by next day delivery service, upon such delivery. Either party may change its address by giving written notice to the other party.

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