General Positioning LLC Software License Agreement

BY INSTALLING OR USING THIS SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS 
AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, 
DO NOT INSTALL OR USE ANY PART OF THIS SOFTWARE.

"GPos" means General Positioning LLC.  "Licensee" means an individual or a 
legal entity exercising rights under this Agreement.  "Software" means Vupos 
in any form, any other materials (including, but not limited to executables, 
binary files, text files, and data files), any updates or error corrections 
provided by GPos, and any user manuals, programming guides and other 
documentation provided by GPos under this Agreement.  The term Software 
expressly excludes any "Third Party" software, data and descriptive files 
included as a convenience for use with the Software.  These are distributed "AS 
IS" with no warranty or assumption of liability from the source organizations 
or GPos.

1.  LICENSE TO USE. Subject to the terms and conditions of this Agreement, GPos 
grants the Licensee a non-exclusive, non-transferable, limited license without 
license fees for the following purposes.  (a) The Licensee can install, use, 
access, display and run one copy of the Software on a single computer.   (b) 
The Software may not be used by more than one processor at any one time on any 
single computer.  (c) The Software may be configured, only as needed, to 
operate on the Licensee's computer.  (d) The Software can be copied for backup 
purposes provided a copy of this Agreement is included with each backup copy of 
the Software.

2.  RESTRICTIONS. The Software is confidential and copyrighted.  Title to the 
Software and all associated intellectual property rights is retained by GPos.  
Except for the uses explicitly stated in Paragraph 1 or where enforcement is 
prohibited by applicable law, the Licensee may not modify, decompile, reverse 
engineer, translate, rent, lease, loan, resell, distribute, network, or create 
derivative works based upon the Software or any part thereof.  No right, title 
or interest in or to any trademark, service mark, logo or trade name of GPos is 
granted under this Agreement.

3.  LIMITED WARRANTY. The Software has been developed using ideas from 
experience, research, lectures and publications.  The techniques, numerical 
models and information contained therein are believed to be reliable at the 
time of delivery, but they cannot be guaranteed as they are applied to any 
particular individual or situation.  The Software is provided "AS IS".  The 
Licensee's exclusive remedy and GPos' entire liability under this limited 
warranty will be at GPos' option to replace or repair the Software.  This 
limited warranty is limited in duration to 12 months from the original 
installation date.

4.  DISCLAIMER OF WARRANTY. Unless specified in this Agreement, all express or 
implied conditions, representations and warranties, including any implied 
warranty of merchantability, fitness for a particular purpose or 
non-infringement are disclaimed, except to the extent that these disclaimers 
are held to be legally invalid.

5.  LIMITATION OF LIABILITY. To the extent not prohibited by law, in no event 
will GPos be liable for any lost revenue, profit or data, or for special, 
indirect, consequential, incidental or punitive damages, however caused 
regardless of the theory of liability, arising out of or related to the use of 
or inability to use software, even if GPos has been advised of the possibility 
of such damages.  In no event will GPos' liability to the Licensee, whether in 
contract, tort (including negligence), or otherwise, exceed the amount paid by 
the Licensee for Software under this Agreement.  The foregoing limitations will 
apply even if the above stated warranty fails of its essential purpose.  Some 
states do not allow the exclusion of incidental or consequential damages, so 
some of the terms above may not be applicable.

6.  TERMINATION. This Agreement is effective until terminated.  The Licensee 
may terminate this Agreement at any time by destroying all copies of Software 
and notifying GPos in writing of their intent to terminate.  This Agreement 
will terminate immediately without notice from GPos if the Licensee fails to 
comply with any provision of this Agreement.  Either party may terminate this 
Agreement immediately should any Software become, or in either party's opinion 
be likely to become, the subject of a claim of infringement of any intellectual 
property right.  Upon Termination, the Licensee must destroy all copies of 
Software.

7.  EXPORT REGULATIONS. All Software and technical data delivered under this 
Agreement are subject to U.S. export control laws and may be subject to export 
or import regulations in other countries.  The Licensee agrees to comply 
strictly with all such laws and regulations and acknowledge that the Licensee 
has the responsibility to obtain such licenses to export, re-export, or import 
as may be required after delivery the Software.

8.  TRADEMARKS AND LOGOS. The Licensee acknowledges and agrees that GPos owns 
all GPos-related trademarks, service marks, logos and other brand designations. 
These marks, logos and designations can not be used without permission by GPos 
and any use the Licensee makes of these marks, logos and designations inures to 
GPos' benefit.

9.  U.S. GOVERNMENT RESTRICTED RIGHTS. If Software is being acquired by or on 
behalf of the U.S. Government or by a U.S. Government prime contractor or 
subcontractor, then the Government's rights in Software and accompanying 
documentation will be only as set forth in this Agreement.

10. GOVERNING LAW. Any action related to this Agreement will be governed by 
Kansas law and controlling U.S. federal law.  No choice of law rules of any 
jurisdiction will apply.

11. SEVERABILITY. If any provision of this Agreement is held to be 
unenforceable, this Agreement will remain in effect with the provision omitted, 
unless omission would frustrate the intent of the parties, in which case this 
Agreement will immediately terminate.

12. ARBITRATION AND MEDIATION. If any dispute arises under the terms of this 
Agreement, the parties agree to select a mutually agreeable, neutral third 
party to help the dispute.  If the mediation is unsuccessful, the parties agree 
that the dispute shall be decided by binding arbitration under the rules issued 
by the American Arbitration Association.  The decision of the arbitrator shall 
be final.  Costs and fees (other than attorneys' fees) associated with the 
mediation or arbitration shall be shared equally by the parties.  Each party 
shall be responsible for their attorneys' fees associated with arbitration.

13. INTEGRATION. This Agreement is the entire agreement between the Licensee 
and GPos relating to the Software.  It supersedes all prior or contemporaneous 
oral or written communications, proposals, representations and warranties and 
prevails over any conflicting or additional terms of any quote, order, 
acknowledgment, or other communication between the parties relating to its 
subject matter during the term of this Agreement.  No modification of this 
Agreement will be binding, unless in writing and signed by an authorized 
representative of each party.

For inquiries please contact:
General Positioning LLC; 5144 Clark Drive; Roeland Park, KS  66205-1402; U.S.A.
