DEVINTO LTD END USER SOFTWARE LICENSE AGREEMENT

THIS AGREEMENT (OR "EULA") IS A LEGAL AGREEMENT BETWEEN Devinto LTD., DEVINTO LTD., A GREAT BRITAIN CORPORATION WITH ITS PRINCIPAL PLACE OF BUSINESS AT 69 GREAT HAMPTON STREET, BIRMINGHAM, B18 6EW, GREAT BRITAIN, ("LICENSOR") AND YOU, THE PERSON, COMPANY, OR ORGANIZATION AS THE ORIGINAL END USER ("LICENSEE").

BY INSTALLING AND USING THE SOFTWARE, LICENSEE ACCEPTS THE SOFTWARE AND AGREES TO THE TERMS OF THIS AGREEMENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. BY INSTALLING AND USING THE SOFTWARE, OR ANY PART OF THIS SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, OR DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THESE TERMS, THEN DO NOT INSTALL THE SOFTWARE AND RETURN THE SOFTWARE TO YOUR PLACE OF PURCHASE FOR A FULL REFUND IN ACCORDANCE WITH ITS REFUND POLICIES.

This agreement determines the rights and licenses granted to the Licensee regarding the Software and Software Modules (hereinafter defined) supplied by Licensor hereunder:

The parties, in consideration of the mutual promises contained herein, agree as follows:

1. Definitions

a. "Licensee" shall mean and refer to the Licensee, subsidiary, recipient, and any and all employees and agents of the Licensee and recipient of Software, Client licenses, Peripheral Software or Proprietary Material from Licensor.

b. "Client License" shall mean the identified unique hand held access to the software, any update that may be furnished by Licensor to Licensee, any documentation related thereto, and all permitted copies of the foregoing.

c. "Software" shall mean and refer to either individual Software Modules or the aggregate of all Software Modules.

d. "Computer Device" shall mean and refer to of personal computer, laptop, notebook, pocket pc, palm, hand held, blackberry, cell phones and other portable communication devices.

e. "Proprietary Material" shall mean and refer to Software and any information or materials received by Licensee and identified by Licensor as proprietary or confidential, including without limitation user manuals and other documentation, but excluding information or material that becomes generally known to the public through no fault of Licensee.

f. "Subsidiary" shall mean any organization whose accounts are consolidated with the accounts of the Licensee, or any organization in which one or more Licensee's organizations holds more than fifty percent of the issued share capital of the organization.

2. License

a. Upon payment by Licensee of Licensor's invoice for a particular Software, Licensor shall grant to Licensee one or more non-transferable and non-exclusive license[s] to use such Software in accordance with this Agreement. Such license[s] shall include the right to operate and use the Software but shall not include any right to copy, except that Licensee may make one back up copy a month, modify, market, sublicense or distribute the Software, or to make the Software available to any other person, whether on a time sharing basis or otherwise, or to create works derivative of the Software. Any and all licenses of any Software or client licenses by Licensor to Licensee are subject to this Agreement.

b. Each client license may be used only for one unique hand held. In the event that Licensee desires to add client licenses, it shall notify Licensor of such fact, provide Licensor with the numbers of the additional client licenses to be added, and agree to pay the Additional Fee as requested by Licensor. No title or ownership of the Software, or any part thereof, will be transferred to Licensee. Licensee acknowledges that Licensee is acquiring only a license to use the Software and not any title to or ownership of such or any part thereof.

c. The license rights granted under this EULA are limited to the first thirty (30) days after you first install the Product unless you supply information required to activate your licensed copy in the manner described during the setup sequence of the Product. You can activate the Product through the use of the Internet . You may also need to reactivate the Product if you modify your computer hardware or alter the Product. There are technological measures in this Product that are designed to prevent unlicensed or illegal use of the Product. You agree that we may use those measures.

d. Subject to the approval of Licensor, Licensee may use the Software or Software Module(s) licensed by Licensor pursuant to this Agreement at its current principal place of business

e. The license fees and charges for the license are identified on the offer of Licensor or distributor to be accepted by Licensee. Prices do not include sales tax.

3.Term / Termination / Cancellation

The term of the license for the Software shall commence upon accepting this Agreement between Licensor and Licensee by installing the software. Without prejudice to any other rights, Licensor may cancel this End User License Agreement if Licensee does not abide by the terms and conditions of this End User License Agreement, in which case Licensee must destroy all copies of the Product and all of its component parts.

4. Maintenance

Licensor offers licensee to purchase maintenance/support from Licensor in conjunction with the initial or following product purchase.

5. Patent, Copyright and Trade Secret Warranty Indemnification

a. Licensor warrants that it has the right to license Licensee to use the Software. Licensor shall at its expense defend or, at its option, settle any claim or proceeding brought against Licensee if it is based on an assertion that the Software infringes upon any United States patent, copyright, service mark or trade secret right of any third party. Licensor shall indemnify Licensee against all costs, damages and expenses finally awarded against Licensee which result from any such claim, provided that Licensee notifies Licensor in writing, within thirty (30) days of Licensee's notice of any such claim or proceeding, and gives Licensor full and complete authority, information and assistance to defend such claim or proceeding, and further provided that Licensee gives Licensor sole control of the defense of any such claim or proceeding and all negotiations for its compromise or settlement.

b. Should any Software become, or in Licensor's opinion be likely to become, the subject of a claim of patent, copyright, service mark or trade secret infringement, Licensor shall have the right, at Licensor's option and expense (1) to procure for Licensee the right to continue using it; or (2) to modify the Software to make it non-infringing; or (3) to pay to Licensee the depreciated value of the alleged infringing Software Module upon Licensee's return of such Software Module to Licensor. The depreciated value shall be determined by the straight line method, for a five (5) year life, applied to the amount actually paid by Licensee for the license covering the infringing Software Module.

c. Licensor shall have no liability or obligation to Licensee hereunder for any infringement based upon: (1) the combination of an Licensor product with other products not produced by Licensor; or (2) the use of other than a current, unaltered version of the Software; or (3) any use of Software in the practice of a process not specified by Licensor.

6. Performance Warranty

a. Licensor warrants that it shall deliver Licensee instructional documentation with each Software Module. Licensor further warrants that, with normal use and service, the Software will conform substantially to the product specification documentation attached hereto in Exhibit B and made a part hereof provided that such Software has not been modified or altered by any one other than Licensor, has not been abused or misapplied, and has not been used in combination with hardware or software other than that specified by Licensor. In addition, Licensor warrants that it is 100% virus free at the time of installation.

b. The term of this warranty will be extended for the entire period of any software support services purchased by the Licensee.

c. Licensor further warrants that it has the right to authorize the use of the Software under this Agreement. Licensor's sole obligation and liability under this paragraph, however, shall be to replace or correct such products so that they will so perform, or to obtain any authorization necessary to make effective the grant of license to Licensee to use the Software, or at Licensor's option in either case, to refund the applicable Software payment. Except for the foregoing, Licensor shall have no liability for special or consequential damages resulting from the failure of the products to perform or the ineffectiveness of such authorization, or by any other reason.

7. Limitations on Liability

IN NO EVENT SHALL LICENSOR'S, ITS OFFICERS', EMPLOYEES', DIRECTORS', OR SUBSIDIARIES' [IF ANY], LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR WARRANTY, EXCEPT LIABILITY FOR BODILY INJURY, EXCEED THE LICENSE FEE AND OTHER FEES PAID HEREUNDER. IN NO EVENT WHATSOEVER SHALL LICENSOR OR ITS OFFICERS OR EMPLOYEES BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF USE, FAILURE TO REALIZE EXPECTED SAVINGS, OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND OR FOR ANY CLAIM AGAINST CUSTOMER BY ANY OTHER PARTY ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, PERFORMANCE OR LICENSING OF THE SOFTWARE OR SERVICES PERFORMED UNDER THIS AGREEMENT OR ANY BREACH OF THIS AGREEMENT, EVEN IF LICENSOR OR ITS DEALER OR REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.

8. Proprietary Right; Non-disclosure by Licensee

a. Licensee acknowledges that all title and interest, including all patents, copyrights and trade secret rights, in the Software are the exclusive property of Licensor; Licensee further acknowledges that the Proprietary Material is proprietary to and a trade secret of Licensor. Licensee covenants and agrees neither to do, nor to permit, anything which may in any way jeopardize or be detrimental to the validity of Licensor's patent, copyright, trade secret or other rights in the Software or other Proprietary Material.

b. Licensee shall maintain the confidentiality of Proprietary Material and protect Licensor's patents, copyrights and trade secrets, including, without limitation, taking such steps as licensee takes to protect its own patents, copyrights and trade secrets.

c. Proprietary Material is provided for use only pursuant to Section 2 of this Agreement and may not be copied, except as set out in Section 2 of the Agreement. Any and all back-up copies must include Licensor's patent, copyright and proprietary rights notices and all labels or other features that discloses the Software name and Licensee's location.

d. Licensee's obligation to protect the confidential and proprietary nature of Proprietary material under this Section 8 shall survive any termination or expiration of this License Agreement, or any part hereof, for any reason. Licensee agrees that pricing, special considerations, payment terms, and other details of this Agreement are confidential in nature. Licensee agrees not to disclose any such information to any party unless in the direct employment of the Licensee or retained as a consultant directly involved in the Licensee's purchase of goods or services directly related to the Software.

9. Prices and Terms of Payment:

a. Licensee covenants and agrees to pay to Licensor or distributor the total price due for each Software, Client License, Custom Modification and Services, pursuant to the prices outlined in the offer of Licensor or distributor to be accepted by Licensee.

b. In the event Licensee has a valid dispute regarding payment of any license fee pursuant to this Agreement, Licensee shall notify Licensor, in writing, within ten (10) days of such dispute arising. In such an instance, Licensee must not make any further payments until Licensor has responded to Licensee's notification of dispute and addresses the issues of Licensee's dispute. Licensor acknowledges and agrees to make a good faith effort to amicably resolve all valid disputes to which Licensor is given notice. In the event Licensor fails to respond to Licensee's notification of dispute of said license fee, this Agreement and its terms shall not terminate.

10. Choice of Law and Forum

This Agreement, and the transactions to which it relates, will be governed by and construed and enforced in accordance with the laws of the State of Maryland, excluding the choice of law rules and also excluding the United Nations Convention of Contracts for International Sale of Goods.

All disputes under this Agreement shall be resolved by litigation in the courts of the State of Maryland and the parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to them.

11. Attorneys' Fees

In any legal action or proceeding between the parties to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, in addition to all other remedies and recoveries that may be available to it at law or in equity.

12. General

a. This Agreement constitutes and incorporates the parties' entire agreement with respect to its subject matter, and supersedes any and all prior oral and written agreements, understandings and quotations. The parties agree that any and all Maintenance and service shall be provided under a separate agreement.

b. No waiver, alteration, modification or cancellation of any of the provisions of this Agreement shall be binding unless made in writing and signed by both parties. The failure of either party at any time to require performance of any provision hereof shall in no manner affect its right at a later time to enforce such provision.

c. If any provision of this Agreement is held to be unenforceable the remaining portions o this Agreement shall remain in full force and effect.

d. Regardless of any disclosure by Licensee to Licensor of the ultimate destination of any Software, Licensee shall not directly or indirectly export any Software without complying with the appropriate export laws and regulations of the United States of America.

e. No Licensor dealer, agent or employee is authorized to make any amendment to this Agreement.

f. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns and legal representatives; provided, however, that Licensee may not assign this Agreement or any license granted hereunder without Licensor's prior written consent.

13. Notices, Communication

a. All notices and other communications hereunder shall be sent by certified mail, return receipt.

b. All questions concerning this EULA shall be directed to: Devinto Ltd., 69 Great Hampton Street, Birmingham, B18 6EW, GREAT BRITAIN