

		Packet General Networks, Inc.

			865 Merrick Road

			Baldwin, NY 11510

		       www.packetgeneral.com

THIS DESCRIPTION SOFTWARE LICENSE AGREEMENT SHALL GOVERN YOUR USE OF THE
SOFTWARE THAT IS PROVIDED BY PACKET GENERAL NETWORKS, INC WITH THIS AGREEMENT.
YOUR USE OF THE SOFTWARE SHALL BE DEEMED ACCEPTANCE OF THE TERMS OF THIS
AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT THEN DO NOT
CLICK ON "ACCEPT" DURING THE INSTALLATION PROCESS, DO NOT INSTALL THE SOFTWARE
AND DO NOT USE THE SOFTWARE.  PACKET GENERAL URGES YOU TO CAREFULLY READ THIS
AGREEMENT AND ASSESS YOUR USE OF THE SOFTWARE PRIOR TO INSTALLING THE SOFTWARE

THIS SOFTWARE SUBSCRIPTION AGREEMENT, effective as of the "Effective Date",
between Packet General Networks, Inc., a Delaware corporation ("Packet
General"), and the "Customer", sets forth the terms and conditions whereby
Packet General agrees to provide to Customer and Customer agrees to acquire
from Packet General one or more limited licenses to use the Software owned or
licensed by Packet General, as set forth on the "Purchase Order" pursuant to
which Customer agrees to license the Licensed Material. The foregoing undefined
terms are as set forth in Section 1 below. Such Purchase Order is incorporated
herein by reference and shall become a part of this Agreement. The Purchase
Order together with the terms and conditions of this Agreement, shall
constitute and be construed as a single agreement consisting of the terms and
conditions contained in the Purchase Order together with the terms of this
Agreement. In consideration of the mutual promises and agreements contained
herein, the parties hereto also agree as follows:

1. Definitions -

(a) "Agreement" means this Subscription Software License Agreement, together
with all Purchase Orders made a part hereof in accordance with the terms of
this Agreement and all amendments, modifications, supplements and alterations
thereto effected in accordance with the terms of this Agreement.

(b) "Confidential Information" means all technical and non-technical
information in both tangible and intangible form, including, but not limited
to, product design information, software code, technical information, customer
information, cost and pricing information, financial information, the terms of
this Agreement and the results derived from or methodology employed by Customer
in conducting any benchmark testing of the Licensed Software; provided that the
term "Confidential Information" shall not include information which the
recipient can show by reasonable proof (i) to have been known by the recipient
prior to the time of disclosure by the disclosing party, (ii) to have become
part of the public domain through no fault or breach of this Agreement by the
recipient, (iii) to have been disclosed to the recipient in good faith by a
third party who is not under any obligation of confidence or secrecy to the
disclosing party at the time such third party discloses the information to the
recipient or (iv) to have been compelled to be produced by a court of competent
jurisdiction, provided that the recipient shall first give notice of any such
request or order of the court to give the disclosing party an opportunity to
contest or limit said request or order of the court.

(c) "Critical Errors" means any error, defect or omission that (i) is
discovered in the Licensed Software, (ii) is reproducible and (iii) prevents
its operation substantially in accordance with the Licensed Documentation.

(d) "Customer" means the customer set forth on the Purchase Order or in the
payment portion of the Reseller's licensed purchase process for the Software.

(e) "Effective Date" means the date on which the Customer accepts this
Agreement as part of the Software download process.

(f) "Licensed Documentation" means the published user manuals that Packet
General makes generally available for the Licensed Software.

(g) "Licensed Material" means the Licensed Software and the Licensed
Documentation.

(h) "Licensed Software" means the machine-readable object code version of (i)
the software specified on each Purchase Order, provided via Internet download
site, and (ii) all Updates, revisions, enhancements, improvements and
modifications to and programming fix for the Licensed Software that Customer is
entitled to receive pursuant to Section 4 of this Agreement.

(i) "License Term" means the period of time (i) specified on the Purchase Order
pursuant to which Customer agreed to license the Licensed Material or (ii) to
the extent no such period is specified on the Purchase Order, a one-year period
of time, in each case commencing on the Effective Date, together with all
subsequent renewals and extensions thereof effected in accordance with the
terms of this Agreement.

(j) "Maintenance Services" means the services set forth in Section 4 hereof.

(k) "Purchase Order" means either Packet General's or its Reseller's purchase
order form or process to license the Software provided by Reseller.

(l) "Reseller" means the value added reseller that is participating in Packet
General's hosting program and is making available via download the Software to
such reseller's customers.

(m) "Update" means any revision, enhancement, improvement or modification to or
programming fix for the Licensed Software or Licensed Documentation which
Packet General makes generally available, incorporates into and makes a part of
the Licensed Software or Licensed Documentation and does not separately price
or market.

2. LICENSE -

(a) Use - Subject to the terms and conditions of this Agreement and Customer's
full compliance herewith and according to the scope, time period and other
terms indicated on the applicable Purchase Order, Packet General hereby grants
Customer and Customer hereby accepts from Packet General, a limited,
non-exclusive and non-transferable right and license to install and use the
Licensed Material licensed by Customer during the License Term on only hardware
that is possessed or operated by or on behalf of Customer and to copy the
Licensed Material as permitted by this Agreement. Upon expiration of the
License Term this Agreement and all rights and licenses granted under this
Agreement shall automatically terminate.

(b) Copies and Disaster Recovery -- Customer may install and use each item of
Licensed Software during the License Term, as applicable, (i) on one instance
per license for all Licensed Software licensed by Packet General on a
per-instance basis, (ii) or on one CPU with one user per license for all
Licensed Software licensed by Packet General on a per-user basis or (iii) on
one CPU without regard to the number of users for all Licensed Software
licensed by Packet General on a per-CPU-basis. In no event shall Customer
install or operate the Licensed Software on more than one CPU, instance or
user, as applicable, per license purchased. Customer is not required to
disclose to Packet General the serial numbers of the CPUs upon with the
Licensed Software is installed; provided, however, that Customer shall not
remove the Licensed Software from such CPUs and install them on new CPUs
without obtaining the prior consent of Packet General and a new License Key.
Customer may make a reasonable number of back-up archival copies of the
Licensed Software and any related Updates. In the event of any disaster that
results in the complete failure of Customer's computer system, Customer's right
to use the Licensed Software shall include, during the pendency of such
disaster, the temporary right to use the Licensed Software on hardware
substantially similar to the hardware upon which the Licensed Software was
installed immediately prior to such disaster.  Customer shall reproduce all
confidentiality and proprietary notices on each of the copies permitted
hereunder and maintain an accurate record of the location of each of the
copies. Customer shall not otherwise copy or duplicate the Licensed Material.
Customer shall not reverse engineer, disassemble, translate, modify, adapt, or
decompile the Licensed Material or apply any procedure or process to the
Licensed Material in order to ascertain, derive, and/or appropriate the source
code or source listings for the Licensed Software or any trade secret or other
proprietary information contained in the Licensed Software.

(a) Renewal of License - Upon expiration of each License Term, all licenses
granted under this Agreement shall automatically renew for an additional
12-month License Term and Packet General or Reseller, as the case may be, will
invoice Customer at the then-current subscription-based list price for such
additional License Term unless Packet General or Reseller are notified by
Customer in writing at least 60 days prior to the expiration of the current
License Term that Customer will not renew the licenses granted hereunder for
another License Term.

3. PAYMENT TERMS -

(a) Payment -- Upon execution of each Purchase Order by both parties, Packet
General or Reseller shall deliver an invoice to Customer specifying the total
license fees payable for the first year of the License Term. Each year
thereafter during the License Term Packet General or Reseller shall invoice
Customer for the amount payable for the next year of the License Term. Customer
shall pay all license fees specified in each invoice via credit card provided
by Customer during the purchase process to license Software. Any late payment
of any amount owing hereunder shall accrue interest at a rate equal to the
lesser of (i) 15% per annum and (ii) the maximum rate permitted by law.

(b) Taxes - All payments referred to in this Agreement are exclusive of value
added tax, sales tax and any other applicable taxes, duties or imposts which
(with the exception only of those based on Packet General's or its Reseller's
income) shall also be payable by Customer in accordance with applicable law.

4. MAINTENANCE - Packet General does not warrant that the Licensed Software
will operate error-free or may be used error-free. With respect to the Licensed
Software specified in each Purchase Order, Packet General or its Reseller shall
provide Maintenance Services in accordance with this Section 4 only upon
Customer's payment of the license fees associated with the License Term
purchased by Customer. Packet General or its Reseller will provide Maintenance
Services for the Licensed Software during each License Term. Maintenance
Services includes problem determinations, reasonable problem resolutions,
provisioning of software program temporary fixes and new releases. Maintenance
Services shall also include the use of Packet General's or its Reseller's
telephone or email help service for questions or problems associated with the
Licensed Materials. Maintenance Services shall be provided by phone support
during regular business hours and via pager, email, or other forms of
communication during all other hours. Maintenance Services shall entitle
Customer to receive, at no additional cost, all Updates.

5. PROPRIETARY RIGHTS - Customer shall not acquire, by virtue of this
Agreement, any other right or license than as expressly provided herein.
Customer shall not reproduce the Licensed Material or other confidential or
proprietary information of Packet General, except as provided in this
Agreement. All proprietary rights in and to the Licensed Material, all
derivatives, translations, modifications, adaptations, improvements,
enhancements or developments thereof and all confidential or proprietary
information of Packet General, including without limitation, all rights under
and with respect to patents, copyrights, trademarks and rights under the trade
secret laws of any jurisdiction shall remain the property of Packet General or
its applicable licensor, whether recognized by or perfected under applicable
local law. Customer shall promptly notify Packet General of any infringement of
Packet General's proprietary rights of which it becomes aware.

6. LIMITED WARRANTIES

(a) Warranty - Packet General warrants to Customer that during the first 30
days after the Effective Date (the "Warranty Period") the Licensed Software
shall perform substantially as described in the accompanying Licensed
Documentation. Packet General does not warrant that (i) the Licensed Material
will satisfy or may be customized to satisfy any of Customer's requirements or
any other particular use or (ii) the use of the Licensed Material will be
uninterrupted or error-free. Laws from time to time in force may imply
warranties that cannot be excluded or can only be excluded to a limited extent.
This Agreement shall be read and construed subject to any such statutory
provisions.

(b) Remedies - If (i) at any time during a License Term, the Licensed Software
contains Critical Errors which make the Licensed Software unable to perform
substantially as described in the accompanying Licensed Documentation or (ii)
during the Warranty Period, Packet General breaches any of the warranties set
forth in clause (a) or (b) above, then Customer shall promptly notify Packet
General or its Reseller of such nonconformance or breach. To the extent that
such Critical Errors exist and are solely Packet General's responsibility,
Packet General shall (A) use all commercially reasonable efforts to correct
such Critical Error within 30 days of notification or (B) provide Customer
within 30 days of notification with a plan acceptable to Customer for
correcting such Critical Errors. If the Critical Errors are not corrected or if
an acceptable plan for correcting such Critical Errors is not established,
Packet General shall replace any defective Licensed Software or, if not
practicable, accept the return of the defective Licensed Software and refund to
Customer the pro rata pre-paid amount for the remaining portion of the License
Term.  Packet General's obligations under this Section 6(b) shall be waived in
the event of (I) any problem with data on disk files or diskettes which have
been caused by deficiencies in the hardware on which it was installed, or by
improper handling or use of the software media by Customer, or (II) an
unauthorized alteration or revision to Licensed Software or to Customer's
computer system by Customer or its employees. Customer acknowledges that this
Section 6(b) sets forth Customer's sole and exclusive remedy, and Packet
General's and its Reseller's exclusive liability, for any breach of warranty or
other failure of the Licensed Software to function properly.

(d) DISCLAIMER - EXCEPT FOR THE FOREGOING, THE SOFTWARE IS PROVIDED "AS IS,"
WITHOUT ADDITIONAL WARRANTY OF ANY KIND, AND PACKET GENERAL AND ITS RESELLERS
EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR TITLE, ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR
TRADE PRACTICE, OR ANY WARRANTIES OF NON-INFRINGEMENT OF ANY THIRD PARTY'S
PATENT(S), TRADE SECRET(S), COPYRIGHT(S) OR OTHER INTELLECTUAL PROPERTY RIGHTS.
PACKET GENERAL DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE
WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL
BE UNINTERRUPTED OR ERROR-FREE.  FURTHERMORE, PACKET GENERAL DOES NOT WARRANT
OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE
SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.  NO
ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PACKET GENERAL OR PACKET
GENERAL'S RESELLERS SHALL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE
OF THIS WARRANTY.

7. INDEMNITY

(a) Indemnity - Packet General agrees, subject to this Section 7 and Section 8
below, to defend and indemnify Customer from and against all damages,
judgments, awards and settlements arising from the violation of any third
party's trade secrets or infringement of such third party's copyright or
patents by the Licensed Material. Customer shall promptly notify Packet General
in writing of each alleged violation or infringement upon learning that a claim
may be asserted and Packet General or its Reseller may, at its option, have
sole control over the defense of the claim and any negotiation for its
settlement or compromise. In no event shall Customer take any action that is
contrary to Packet General's interest.

(b) Alternative Remedy - If a claim described in Paragraph 7(a) may or has been
asserted, Customer will permit Packet General, at Packet General's option and
expense, to (i) procure the right to continue using the Licensed Material, (ii)
replace or modify the Licensed Material to eliminate the infringement while
providing functionally equivalent performance or (iii) accept the return of the
Licensed Material and refund to Customer the amount actually paid to Packet
General or its Reseller for such Licensed Material less the pro rata pre-paid
amount for the remaining portion of the License Term.

(c) Limitation - Packet General shall have no indemnity obligation to Customer
hereunder if the violation or infringement claim results from (i) a correction
or modification of the Licensed Material not provided by Packet General or its
Reseller, (ii) the failure to promptly install an Update or (iii) the
combination of the Licensed Software with other non-Packet General software.

8. NO CONSEQUENTIAL DAMAGES - UNDER NO CIRCUMSTANCES WILL Packet General OR ITS
AUTHORIZED REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL,
PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR
UNFORESEEABLE, BASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY (INCLUDING, BUT
NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE
OF THE PRODUCTS, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER
WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OF EXPRESS OR
IMPLIED WARRANTY, BREACH OF CONTRACT, BREACH OF ANY INTELLECTUAL PROPERTY
RIGHT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE,
EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT
APPLICABLE LAW REQUIRES SUCH LIABILITY. IN NO EVENT WILL THE AGGREGATE
LIABILITY INCURRED IN ANY ACTION OR PROCEEDING BY Packet General OR ITS
AUTHORIZED REPRESENTATIVE EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER FOR
THE SPECIFIC LICENSED SOFTWARE THAT DIRECTLY CAUSED THE DAMAGE DURING THE
PRECEDING SIX (6) MONTHS PRIOR TO THE CLAIM FOR SUCH DAMAGE.

9. CONFIDENTIALITY - Customer acknowledges that the Products incorporate
confidential and proprietary information developed or acquired by or licensed
to Packet General and that all results of testing of the Products, whether
performed by Customer or another third party, are confidential. In no event
will Customer publish or disclose the results of any testing or performance
specifications of the Product without Packet General's express prior written
consent. Customer shall take all reasonable precautions necessary to safeguard
the confidentiality of all Confidential Information disclosed by Packet
General, including those precautions (i) taken by Customer to protect it's own
Confidential Information and (ii) which Packet General or its Reseller may
reasonably request from time to time.

10. TERMINATION - Upon 30-days prior written notice to Packet General, Customer
may terminate this Agreement; provided, however that Customer shall not be
entitled to a refund (except as expressly set forth in Section 6(b) and 7(b))
of any amounts paid or a release from or cancellation, waiver or novation of
any amount payable, and all such amounts payable or promised to be paid through
the License Term shall automatically accelerate and be immediately due and
payable and shall survive such termination of this Agreement. Packet General
may terminate this Agreement, without judicial or administrative resolution or
obligation to refund any license fees paid by Customer hereunder if either (i)
Customer or any of Customer's employees, consultants, authorized
representatives or permitted third parties breach any term or condition of this
Agreement, or (ii) in the event that the Reseller from which Customer obtained
the License Material ceases to participate in Packet General's hosting program
for the License Material. This Agreement will terminate automatically (i) upon
expiration of the License Term, or (ii) if Customer ceases to do business,
becomes insolvent, goes or is put into receivership or liquidation, passes a
resolution for its winding up (other than for the purpose of reconstruction or
amalgamation) or for any of the foregoing, makes an arrangement for the benefit
of its creditors, enters into bankruptcy, suspension of payments, moratorium,
reorganization or any other proceeding that relates to insolvency or protection
of creditors' rights or takes or suffers any similar action in consequence of
debt. Upon the termination of this Agreement for any reason, all rights granted
to Customer hereunder will cease, and Customer will promptly (i) purge the
Licensed Software and any related Updates from the hardware on which it was
installed and all of Customer's other computer systems, storage media and other
files, (ii) destroy the Licensed Material and all copies thereof and (iii)
deliver to Packet General an affidavit certifying that Customer has complied
with these termination obligations. The provision of Sections 5 and 8 through
12 shall survive the termination of this Agreement.

11. COMPLIANCE AND AUDIT RIGHTS

You shall bear the responsibility to monitor the use of the Program to ensure
compliance with the terms of this Agreement and shall maintain accurate and
complete records such that the identity can be determined. Packet General
shall, either itself or through its designated representative, have the right
to conduct annual audits of your use under this Agreement. In the event that
any such audit shows any use of the Program is being used on more than the
Authorized Number of Servers or unauthorized copying, then you will pay the
cost of the audit, and the Termination section above will apply.

12. U.S. EXPORT RESTRICTIONS - Customer acknowledges that the Licensed
Materials and all related technical information, documents and materials are
subject to export controls under the U.S. Export Administration Regulations.
Customer covenants and agrees to comply with all import and export control
regulations of the United States with respect to the Licensed Material.

13. EQUITABLE RELIEF - The parties recognize that Sections 5, 9 and 11 are
necessary for the protection of the business and goodwill of the parties and
are considered by the parties to be reasonable for such purpose. The parties
agree that any breach of such Sections would cause the other party substantial
and irreparable damage and therefore, in the event of any such breach, in
addition to other remedies which may be available, the non-breaching party
shall have the right to seek specific performance and other injunctive and
equitable relief in a court of law.

14. LICENSE KEY - Customer acknowledges that a special security code owned by
Packet General (the "License Key") and provided by Packet General or its
Reseller is required to render the Licensed Software operational during the
License Term. Further, Customer acknowledges that the License Key shall expire
upon the expiration of the current License Term and that upon such expiration
the Licensed Software shall cease to operate unless and until another License
Key is obtained from Packet General or its Reseller. Customer shall not attempt
to crack, alter or otherwise derive the License Key. Packet General or its
Reseller shall promptly (which in the event of any renewal of a License Term
shall be prior to expiration of the current License Term) provide Customer with
all necessary License Keys upon renewal of each License Term and upon any
authorized transfer of the Licensed Software to any other hardware equipment
permitted under Section 2(b) of this Agreement.

15. UPGRADES - All pricing is determined based upon Packet General's or its
Reseller's then-current subscription-based list price at the time of purchase.
Copies of Packet General's or its Reseller's subscription-based price list are
available to the Customer upon request.  Packet General reserves the right to
charge an additional license fee for each Software license subscribed to by
Customer for enhancements to the Software that are more significant than an
Update.

16. ENFORCEABILITY - If for any reason a court of competent jurisdiction finds
any provision of this Agreement, or portion thereof, to be unenforceable, void,
invalid or illegal, that provision shall be enforced to the maximum extent
permissible so as to effect the intent of the parties, and the remainder of
this Agreement shall continue in full force and effect.

17. ENTIRE AGREEMENT

(a) Customer acknowledges that it has read this Agreement, understands it and
agrees to be bound by its terms. Customer and Packet General further agree
that, subject to clause (b) below, this Agreement, together with the Purchase
Order delivered in connection herewith, is the complete and exclusive statement
of the agreement between Customer and Packet General and supersedes all
proposals, oral or written, and all other communications between the parties
relating to the subject matter of this Agreement. Subject to clause (b) below,
this Agreement may not be amended, modified, supplemented or altered except by
a written agreement that is signed by both parties and which expressly refers
to this Section 16.

(b) UNDER NO CIRCUMSTANCES MAY THE TERMS OF THIS AGREEMENT OR ANY PACKET
GENERAL PURCHASE ORDER BE AMENDED, MODIFIED, SUPPLEMENTED, ALTERED, SUPERSEDED
OR REPLACED BY ANY NON-PACKET GENERAL INVOICE OR NON-PACKET GENERAL PURCHASE
ORDER OR OTHER SIMILAR INSTRUMENT DELIVERED BY CUSTOMER TO PACKET GENERAL. EACH
PARTY ACKNOWLEDGES AND AGREES THAT, AS A CONVENIENCE TO CUSTOMER AND ONLY FOR
CUSTOMER's INTERNAL ACCOUNTING PROCEDURES, CUSTOMER MAY DELIVER TO PACKET
GENERAL A CUSTOMER INVOICE OR CUSTOMER PURCHASE ORDER OR OTHER SIMILAR DOCUMENT
FOR ANY TRANSACTION CONTEMPLATED HEREUNDER AND THAT NO ACTION BY PACKET
GENERAL, INCLUDING PACKET GENERAL'S DELIVERY OF ANY LICENSED MATERIALS OR
ACCEPTANCE OF PAYMENT, SHALL BE DEEMED TO BE ACCEPTANCE OF ANY OF THE TERMS OR
CONDITIONS CONTAINED IN SUCH CUSTOMER INVOICE OR CUSTOMER PURCHASE ORDER OR
OTHER SIMILAR INSTRUMENT AND SUCH TERMS AND CONDITIONS SHALL BE VOID AND OF NO
FORCE OR EFFECT, UNLESS ACCEPTED BY PACKET GENERAL PURSUANT TO A WRITTEN
INSTRUMENT SIGNED BY BOTH PARTIES AND EXPRESSLY REFERRING TO THIS SECTION 17.

18. MISCELLANEOUS

(a) Customer may not assign, delegate or otherwise transfer this Agreement or
any of its rights or obligations hereunder to any other person or entity
without Packet General's prior written consent. In the event of any merger of
Customer or a sale of substantially all of the assets of Customer in which
Customer is not the surviving entity, Customer may assign or transfer any
licenses granted under this Agreement prior to the date of such merger or sale;
provided, however, Customer may not transfer any other rights or obligations
hereunder, including but not limited to the right to purchase Maintenance
Services or additional Licensed Material under the terms of this Agreement.
This Agreement shall be binding upon the parties hereto and shall inure to the
benefit of the parties hereto and their respective permitted successors and
assigns.

(b) All notices or approvals required or permitted under this Agreement must be
given in writing and delivered to the appropriate party at the address set
forth below the signatures to this Agreement.

(c) The waiver of compliance with or breach of any term or condition of this
Agreement or the failure of a party to exercise any right under this Agreement
shall in no event constitute a waiver as to any other failure to comply or
breach, whether similar or dissimilar in nature, or prevent the exercise of any
right under this Agreement. Unless otherwise specified herein, the rights and
remedies of Packet General set forth in this Agreement are not exclusive and
are in addition to any other rights and remedies available to it at law or in
equity.

(d) This Agreement will be governed by the laws of the State of New York,
without reference to conflict of laws principles. In any dispute arising out of
this Agreement, Packet General and you consent to the exclusive jurisdiction
and venue of both the state and federal courts of New York, New York.

(e) Unless otherwise specified herein, the rights and remedies of Packet
General set forth in this Agreement are not exclusive and are in addition to
any other rights and remedies available to it at law or in equity.

(f) This Agreement is not intended to be nor shall it be construed as a joint
venture, association, partnership or other form of business organization or
agency relationship.

(g) Headings used in this Agreement are for reference purposes only and shall
not be used to modify the meaning of the terms and conditions of this
Agreement. This Agreement may be executed in counterparts, all of which shall
constitute one single agreement between the parties hereto.

(h) In consideration of the mutual covenants contained herein, including the
rights and licenses granted to Customer herein, the parties hereto do hereby
agree that for a period of two years following Customer's most recent purchase
of any licenses or services, including Maintenance Service, from Packet General
or its Reseller, Customer shall not solicit, induce, hire, engage, or attempt
to hire or engage any employee of Packet General, or in any other way interfere
with Packet General's contractual or employment relations with any of its
employees, nor will Customer hire or engage or attempt to hire or engage any
individual who was an employee of Packet General.


