COPYRIGHT NOTICE AND DISCLAIMER

© Copyright Universal Data Interface Corporation ("UDICo") 2003. All rights reserved. The Licensor agrees that they will not copy or redistribute this information in any format, including all printed and electronic formats, without the prior written consent of UDICo. Material that is quoted from sources other than UDICo is the property of the copyright holder. Company and product names are trademarks or registered trademarks of their respective companies.

PRODUCT LICENSE AND SUPPORT AGREEMENT

This Product License Agreement ("Agreement") is entered into by and between UNIVERSAL DATA INTERFACE CORPORATION, with offices at 40 River Road, New York, New York, 10044 ("Licensor") and the Licensee. This Agreement consists of this License and Support Agreement and the accompanying Terms and Conditions and the Exhibit(s) attached hereto and listed below.

Exhibits:

Product License Schedule A - Product Overview
Product License Schedule B - The Download Reporter(tm)
Product License Schedule C - The Download Reporter(tm) Summary Edition
Product License Schedule D - The Download Reporter(tm) Flash Reports

1. License.

1.1 Licensor hereby grants to Licensee a nontransferable, nonexclusive license, without rights of sublicense (the "License"), to use only Licensor's proprietary Product, (the "Product") previously selected described in the appropriate Exhibit attached, subject to the terms and conditions herein and the appropriate schedule herein. The Product includes, but is not limited to, the statistical information provided within the data files or other content supplied by the Licensor through various media either electronic or printed, any applicable computer software, scripting or executable code, as well as the designs, methodology, materials, documentation and information embodied therein, together with all updates, modifications, additions and enhancements thereto, including without limitation, any updates or modifications which may be provided to Licensee by Licensor.

1.2 Licensee acknowledges and understands that Licensor is the owner of or otherwise has the right to license all intellectual and proprietary rights, title and interest in and to the Product, including, without limitation, all copyright, patent, trade secret and trademark rights related thereto.

2. No Affiliation to CNet or Download.com.

2.1. Universal Data Interface Corporation and The Download Reporter(tm) have no affiliation with CNet or Download.com. The information contained in this document is based upon the observation of information posted on Internet web sites.

3. Data is Not Audited and is Provided "As Is."

3.1. While every effort has been made to ensure the accuracy of this information, the reports distributed by The Download Reporter(tm) may contain errors. UDICo does not warrant the accuracy of this information, nor has this information been audited, certified or endorsed by any third party. THE PRODUCT IS PROVIDED AS-IS AND ANY USE, APPLICATION OR INTERPRETATION OF THIS DATA IS AT THE SOLE RISK AND LIABILITY OF THE LICENSEE.

4. License Fee and Taxes.

4.1 Licensee agrees to pay to Licensor a License Fee in the amount(s) and at the time(s) set forth in the appropriate Product License Schedule attached hereto.

4.2 There shall be added to the charges under this Agreement, and Licensee agrees to pay to Licensor, any taxes, levies and duties, however designated or levied, domestic or foreign, based upon such charges, this Agreement, the Product (or media on which the Product is embodied), or its use, including without limitation local sales, privilege or excise taxes.

5. Limited Warranty and Exclusive Remedy.

5.1 Licensor warrants that it has the right to grant the license to use the Product as set forth this Agreement; and, that the Product will perform substantially as described in the user documentation, as modified from time to time, for one year from the delivery date. As the sole remedy for breach of this warranty, Licensor shall correct or otherwise provide a work around or remedy, at no charge to Licensee, for breaches of this warranty which are reported to Licensor within the one year warranty period; or, at Licensor's option, Licensor may terminate this Agreement and refund the fees paid by Licensee. This warranty does not apply to and Licensor shall have no responsibility for Licensee operator errors, Licensee hardware or operating system failures, problems due to changes in the Product made by any party other than Licensor; failure to use the Product in accordance with this Agreement and the user documentation, use of the Product on equipment/operating system software environment other than as set forth in the technical documentation.

5.2 EXCEPT FOR THE EXPRESS WARRANTIES STATED IN SUBSECTION 5.1 OF THIS SECTION, LICENSOR AND ITS SUPPLIERS MAKE NO WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, OR ARISING OR IMPLIED BY CUSTOM, USAGE, OR COURSE OF PERFORMANCE, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Infringement Indemnity.

6.1 Licensor agrees to indemnify, defend and hold harmless Licensee from and against any and all amounts payable under any judgment, verdict, court order or settlement to the extent resulting from any unaffiliated third party allegation that the Product infringes such party's patent, copyright, trademark or trade secret rights in the jurisdiction in which the Product is being licensed. Should Licensee's use of the Product be determined to have infringed, or if, in Licensor's judgment, such use is likely to infringe,

7. Limitation of Liability.

7.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL UDICO, ITS SUPPLIERS OR ITS AFFILIATES BE LIABLE FOR ANY AMOUNTS FOR (i) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY NATURE WHATSOEVER, OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY ERRORS, DEFICIENCIES, MALFUNCTIONS, DELAYS, LOSS OF DATA, LOSS OF PROFIT, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING, OR (ii) ANY CLAIM BY ANY THIRD PARTY. THIS LIMITATION OF LIABILITY WILL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

8. Term and Termination.

8.1 This Agreement shall commence on the Effective Date and shall remain in force until terminated as set forth in this Section. The Effective Date means the date Licensee accepts delivery of the Product; or the date upon which the License and Support and Maintenance Agreement to this Agreement are fully executed, whichever occurs first. During the first year, either party may cancel this Agreement with cause and have no further liability.

8.2 Upon termination of this Agreement for cause, Licensee shall immediately cease using the Product, return all Product and all copies thereof, in whatever form, to Licensor, return to Licensor all Confidential Information in tangible form, destroy or erase any computer entries, database entries or any other recordation of Licensor Confidential Information. Each party, upon termination of this Agreement or otherwise upon demand, at the other party's option, shall either return to the other party or destroy and certify in writing to the other party the destruction of any and all documents, papers and materials and notes thereon in each party's possession, including copies or reproductions thereof, to the extent they contain Confidential Information.

9. Miscellaneous Provisions.

9.1 Licensee agrees not to transfer the Product to any country to which such transfer would be prohibited by any applicable export control law. Certain parts of the Product will be subject to United States and other country's export regulations for high technology goods. Licensee warrants that it is not subject to any restriction on delivery of the Product to Licensee and agrees to comply with such regulations. If Licensee is an agency or instrumentality of the United States government, use, duplication or disclosure of the Product is subject to restrictions set forth in Subparagraphs (a) through (d) of the commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in Subparagraph c(i)(ii) of the Rights in Technical Data and Computer Program clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement. Contract Manufacturer is Universal Data Interface Corporation, 40 River Road, New York, New York, 10044

9.2 Neither party may, nor shall have the power to, assign or transfer this Agreement or any rights or obligations hereunder, without the prior written consent of the other party, except that each party may, without consent, assign or transfer this Agreement or its rights or obligations hereunder to a successor to its business to which this Agreement relates, provided Licensor would not reasonably deem such successor to be a competitor of Licensor.

9.3 This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of law provisions thereof. Licensor and Licensee consent to the jurisdiction of the courts of the State of New York or the United States District Court for the Southern District of New York for the purpose of any action or proceeding brought by either party arising from this Agreement.

9.4 Any action for breach of this Agreement or any other action otherwise arising out of this Agreement must be commenced within one year from the date the right, claim, demand or cause of action first arose.

9.5 No third party is intended to be, and no third party shall be, a third party beneficiary of this Agreement or any provision hereof.

9.6 Licensor reserves the right to perform any of its obligations under this Agreement through a sub-contractor.

9.7 Any notice required or permitted to be given by either party under this Agreement shall be in writing and shall be personally delivered or sent by certified or registered letter to the other party at the address set forth on the License and Support Agreement, or such new address and attention as may from time to time be supplied hereunder by the parties hereto. Notices sent by certified mail shall be deemed Effective three business days after deposit, postage prepaid, in the mail.

9.8 Sections 5, 6, 7 and 9 of this Agreement shall survive any expiration or termination of this Agreement

CAREFULLY READ THE TERMS AND CONDITIONS CONTAINED HEREIN. BY DOWNLOADING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD THE SOFTWARE.