Access Grader 1.0

Software License Agreement

This Software License Agreement ("Agreement") is made and effective on January 23, 2003 by

and between Thomas G. Hill ("Developer") and you ("Licensee").

Developer has developed and licenses to users its software program marketed under the name

Access Grader (the "Software").

Licensee desires to utilize a copy of the Software.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, Developer and

Software License Agreement

This Software License Agreement ("Agreement") is made and effective on January 23, 2003 by

and between Thomas G. Hill ("Developer") and you ("Licensee").

Developer has developed and licenses to users its software program marketed under the name

Access Grader (the "Software").

Licensee desires to utilize a copy of the Software.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, Developer and

Licensee agree as follows:

1. License. Developer hereby grants to Licensee a perpetual, non-exclusive, limited license

to use the Software in the United States of America as set forth in this Agreement.

2. Restrictions. Licensee shall not modify, license or sublicense the Software, without the

prior written consent of Developer.

3. Warranty of Title. Developer hereby represents and warrants to Licensee that Developer is

the owner of the Software or otherwise has the right to grant to Licensee the rights set

forth in this Agreement.

4. Warranty of Functionality. This product has no warranty that it shall perform in any

manner whatsoever. There is no Warranty Period attached to the use of this product.

5. Software Maintenance. The Developer is not required to produce, nor guarantees any new,

corrected or enhanced version of the Software.

6. Warranty Disclaimer. Developer's warranties set forth in this agreement are exclusive and

are in lieu of all other warranties, express or implied, including but not limited to, the

implied warranties of merchantability and fitness for a particular purpose.

7. Limitation of Liability. DEVELOPER SHALL NOT BE RESPONSIBLE FOR, AND SHALL NOT PAY, ANY

AMOUNT OF INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, WHETHER BASED ON LOST REVENUE

OR OTHERWISE, REGARDLESS OF WHETHER DEVELOPER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES

IN ADVANCE. In no event shall Developer's liability hereunder exceed the amount of license

fees paid by Licensee, regardless of whether Licensee's claim is based on contract, tort,

strict liability, product liability or otherwise.

8. Notice. Any notice required by this Agreement or given in connection with it, shall be in

writing and shall be given to the appropriate party by personal delivery or by certified

mail, postage prepaid, or recognized overnight delivery services.

If to Developer:

Thomas G. Hill

2651 County Road

Ripley, MS

38663 U.S.A.

9. Governing Law. This Agreement shall be construed and enforced in accordance with the laws

of Mississippi.

10. No Assignment. Neither this Agreement nor any interest in this Agreement may be assigned

by Licensee without the prior express written approval of Developer.

11. Final Agreement. This Agreement terminates and supersedes all prior understandings or

agreements on the subject matter hereof. This Agreement may be modified only by a further

writing that is duly executed by both parties.

12. Severability. If any term of this Agreement is held by a court of competent jurisdiction

to be invalid or unenforceable, then this Agreement, including all of the remaining terms,

will remain in full force and effect as if such invalid or unenforceable term had never been

included.

13. Headings. Headings used in this Agreement are provided for convenience only and shall

not be used to construe meaning or intent.

IN WITNESS WHEREOF, Developer and Licensee have executed this Software License Agreement on

the day and year first above written.