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+               Computer Software License Agreement
+                                
+                    Flagship Industries, Inc.
+                          P.O. Box 198
+                    Maryville, Illinois 62062
+                                
+This is a computer software license agreement entered into
+between Flagship Industries, Inc. ("Flagship") and
+________________________________ ("User") for the use of Ventrilo
+2.0 Software, an internet-based communication software.  Flagship
+hereby grants to the User a non-exclusive license to use the
+software in accordance with the terms of this agreement.  As
+consideration for said license, the User agrees as follows:
+
+1.   Reservation of rights.  All rights not expressly granted to
+the User by this License Agreement are reserved by Flagship.
+
+2.   Disassembly.  The User understands and agrees that it shall
+not copy the program into any machine-readable or printed form,
+except for archival or for back-up purposed in accordance with
+the terms of this Agreement.  The User will not reverse engineer,
+decompile, disassemble, translate, merge into another computer
+program or otherwise modify the software.
+
+3.   Transfer of software.  The User will not sublicense, assign,
+or transfer the license, the software, or any rights under this
+Agreement without the prior written consent of Flagship.
+
+4.   Non-disclosure.  The User, its employees and agents will
+hold the software in trust and confidence and shall not disclose
+the source code or other confidential information received
+through use of the software.
+
+5.   Fees.  A corporation or home user may use the software to
+host its own server, without a fee, provided it does not charge
+for its use directly or indirectly.  Any home server, business,
+or corporation that charges for use of its server, directly or
+indirectly, shall be subject to licensing fees.  Inclusion of a
+Ventrilo server as part of any rental or membership package shall
+be subject to a licensing fee which is calculated for servers
+which are configured to handle a maximum number of clients at any
+one time ("Maxclients") as US$0.10 multiplied by the number of
+servers multiplied by the number of Maxclients per server
+utilizing the Ventrilo software.
+
+As of the date of signing this Agreement User has _____ servers
+each configured for _____________ Maxclients, resulting in an
+initial licensing fee of US$__________________.  User shall
+immediately report to Flagship any change in the number of
+servers or Maxclients in its system and its MONTHLY fee shall be
+adjusted accordingly at the beginning of the next month.
+
+6.   Updates and new versions.  In the event that updates or new
+versions of the software are developed, Licensor may at its
+discretion, make updates and new versions available to the User
+upon payment of a fee.  Flagship may require the return of the
+original software to Flagship, or require that the User
+discontinue use of older versions of the software.  If software
+is updated and made available to the User, the User may use the
+update only in accordance with the terms and conditions of this
+Agreement.
+
+7.   This Agreement is effective upon opening of the software
+package, or its initial use if downloaded, and shall continue,
+unless terminated earlier in accordance with the terms herein.
+The User may terminate this Agreement at any time by returning
+the software and all copies and extracts therefrom to Flagship.
+
+8.   Limited Warranty; Limitation of liability.  Flagship
+warrants only that the software shall perform substantially in
+accordance with accompanying documentation under normal use for
+the period the license is valid.  The entire and exclusive
+liability and remedy for breach of this Limited Warranty shall
+be, at Flagship's discretion, either (1) refund the used portion
+of any prepaid fee after notifying Flagship of a material defect
+or (2) electronically update defective software with corrected
+software to eliminate a defect.  The User shall assume
+responsibility for the selection of the software and for the
+installation, use, and results obtained from the software.  The
+entire risk as to the quality and performance of the software is
+borne by the User.
+FLAGSHIP EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF TITLE, NON-
+INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR
+PURPOSE.  THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF
+THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR
+THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF
+PERFORMANCE OR QUALITY EXCEPT AS EXPRESSLY PROVIDED IN THE
+LIMITED WARRANTY.
+
+No action for the above Limited Warranty may be commenced after
+one (1) year following the expiration date of the warranty.  IF
+IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAY,
+THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY
+(90) DAYS FROM THE DATE THE SOFTWARE IN QUESTION WAS FIRST
+SUPPLIED TO CUSTOMER.  If a limitation is not allowed, the above
+limitation may not apply to the User.
+
+9.   Jurisdiction and Venue.  This Agreement and the terms herein
+shall be governed by the laws of the state of Illinois.  All
+disputes hereunder shall be resolved in Madison County, Illinois.
+
+10.  Miscellaneous.  This Agreement constitutes the entire
+understanding of the parties, and merges all prior
+communications, representations, and agreements.  This Agreement
+may be modified only by a written agreement signed by both
+parties.  If any provision of this Agreement is held invalid or
+unenforceable for any reason, such invalidity of unenforceability
+shall not affect any of the remaining provisions of this
+Agreement.
+
+Agreed this _____ day of __________________, 20____.
+
+FLAGSHIP INDUSTRIES, INC.               USER
+
+
+By: __________________________               By:__________________________
+      Brian Knapp, President
+
+
+                                                __________________________
+                                                (Print Name)
+
+
+                                                __________________________
+                                                (Address)
+
+
+                                                __________________________