BATTLEFIELD COMMUNICATOR(tm)  Demo Product LICENSE AGREEMENT 

By clicking on the "Yes" button, you (either an individual or a 
single entity) (the "End User"), agree to be bound by this 
license agreement (the "Agreement") with ShadowFactor Software 
Inc. ("ShadowFactor") of, Waterloo, Canada.

This Agreement provides the End User with specific limited time 
use license rights to test the demo version of the Battlefield 
Communicator(tm) Software Product - Client Version 1.1 (the 
"Software Product").

1.	The Software Product comprises,

(a) an executable file, and associated libraries;
(b) sound files; and
(c) accompanying documentation ("Documentation"),

as downloaded from ShadowFactor's internet ftp site 
(ftp://ftp.shadowfactor.com) and as more particularly described 
in the Documentation.

2.	If End User is not agreeable to each and every one of the 
terms of this Agreement, click on the "No" button and the 
installation process will not continue.  Clicking on the "Yes" 
button, or installation of any portion of the Software Product 
shall constitute acceptance of this Agreement.

3.	End-User is licensing, not purchasing, the Software 
Product.  Except as explicitly provided in this Agreement, 
ShadowFactor shall retain all its right, title and interest in 
and to the Software Product.

End User acknowledges that the Software Product is a valuable and 
proprietary asset of ShadowFactor.  The Software Product is 
protected by copyright laws in Canada, the United States, and 
other countries. Portions of the Software Product comprise 
ShadowFactor's valuable trade-secrets and know-how.  

4.	ShadowFactor grants to End User a royalty-free, non-
exclusive, time limited, license to:

(a) 	load, execute or store the Software Product for 
evaluation purposes only on a single computer (single 
CPU); and
(b) 	use and reproduce the Documentation for End-User's own 
use in order to exercise the license granted pursuant 
to paragraph (a). 

The license granted hereunder shall expire fifteen (30) days 
following first use by the End User.

5.	End User agrees not to challenge or contest, directly or 
indirectly, the validity, title or registration of any of 
ShadowFactor's rights associated with or in the Software Product 
or assist any person to do so.

End User further agrees not to lend, distribute, rent, lease, 
copy, decompile, disassemble, modify, translate, duplicate, 
reverse-engineer, create derivative works based on, or otherwise 
use the Software Product, as provided by ShadowFactor, or any 
part thereof, or permit others to do so except as explicitly 
provided in this Agreement.

6.	THE SOFTWARE PRODUCT  AND ANY RIGHTS TO THE SOFTWARE 
PRODUCT ARE PROVIDED BY SHADOWFACTOR "AS IS" WITHOUT WARRANTY OR 
CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT 
NOT LIMITED TO IMPLIED WARRANTIES AND/OR CONDITIONS OF 
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT.  SHADOWFACTOR DOES NOT WARRANT THAT THE SOFTWARE 
PRODUCT WILL MEET THE END-USER'S REQUIREMENTS OR THAT OPERATION 
OR USE OF THE SOFTWARE PRODUCT WILL BE CONTINUOUS OR ERROR FREE 
OR THAT DEFECTS WILL BE REMEDIED.

IN NO EVENT WILL SHADOWFACTOR BE LIABLE FOR ANY DIRECT, SPECIAL, 
INDIRECT CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT 
LIMITED TO DAMAGES FOR COMPUTER FAILURE, LOSS OF GOODWILL, 
BUSINESS PROFIT, INFORMATION, DATA, USE OF THE SOFTWARE PRODUCT, 
OR END USER'S OTHER SOFTWARE) ARISING AS A BREACH OF THIS 
AGREEMENT OR FROM USE OR INABILITY TO USE THE SOFTWARE PRODUCT 
WHETHER IN TORT, CONTRACT, NEGLIGENCE OR OTHERWISE EVEN IF 
SHADOWFACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

7.	The End-User waives its rights to any cause of action 
against ShadowFactor for infringement of patents, copyrights or 
other intellectual property rights relating to the Software 
Program or Documentation, or any portions thereof. ShadowFactor 
makes no representation and gives no warranties as to 
infringement of patents, copyrights or other intellectual 
property rights relating to the Software Program and/or the 
Documentation or any portions thereof.

8.	If End User does not comply with the End User's obligations 
the license granted hereunder shall terminate immediately.  Upon 
termination of this license for any reason, End User must destroy 
or delete any and all End User's copies of the Software Product.

9.	The End User shall not download or otherwise export or 
reexport the Software Program or any underlying information or 
technology except in full compliance with all Canadian and United 
States and other applicable laws and regulations.

10.	If the Software Program is acquired by, for or on behalf of 
the United States of America, its agencies and/or 
instrumentalities (the "US Government"), it is provided with 
Restricted Rights. Use, duplication or disclosure by the 
Government is subject to restrictions as set forth in 
subparagraph (c)(1)(ii) of the Rights in ("DFARS") 252, 227-7013, 
Rights in Technical Data and Computer Software (October 1988) and 
subparagraphs (a) through (d) of the 'Commercial Computer 
Software - Restricted Rights' clause at 48 CFR 52.227-19 of the 
Federal Acquisition Regulations, as applicable.  Manufacturer is 
ShadowFactor Software Inc., Waterloo, Ontario, Canada.

11.	This Agreement shall be construed and interpreted in 
accordance with the laws of the Province of Ontario and the laws 
of Canada where applicable and not by the 1980 United Nations 
Convention on Contracts for the International Sale of Goods, as 
amended.  Each of the parties irrevocable attorns to the 
jurisdiction of any court within the Province of Ontario having 
subject matter jurisdiction over this Agreement.  All terms and 
conditions of this Agreement are severable and the invalidity, 
illegality or unenforceability of any term or condition shall not 
affect the validity, legality, or enforcement of the remaining 
terms and conditions. 

12.	If the End User acquired the Software Program in the 
Province of Quebec, Canada, the End User agrees to the following: 
The parties hereto have expressly required that the present 
agreement and its exhibits be drawn in the English language. Les 
parties aux presentes ont expressement exige que la presente 
convention et ses annexes soient redigees enlangue anglaise.

	This Agreement constitutes the entire agreement between the 
parties and supersedes any and all prior agreements, whether 
written or oral, with respect to the subject matters set out 
herein.

