FORECAST INTERNATIONAL, INC.

DATA ACCESS AND USAGE LICENSE

TERMS AND CONDITIONS

JULY 2005

22 Commerce Road, Newtown, Connecticut 06470 USA

Tel: 203-426-0800 Fax: 203-426-0223 E-mail: sales@forecast1.com

Website: www.forecastinternational.com

FORECAST INTERNATIONAL, INC.

DATA ACCESS AND USAGE LICENSE

TERMS AND CONDITIONS

I. INTRODUCTION

The following legal terms and conditions (herein referred to as "the Terms") govern the access and use of all Forecast International, Inc. (herein referred to as "FI") products, including but not limited to hard-copy, CD-ROM, Intelligence Center Web site, and XML Intranet versions (herein referred to as "The Product"). If you do not agree with these Terms, do not use The Product.

II. DEFINITIONS AND DESCRIPTIONS OF USAGE TERMS

A. A Site is defined as a specified single facility or company at a specific address/location. Site License usage of The Product is not transferable or portable unless otherwise agreed upon.

B. A User is defined as a single named individual (and e-mail address) to whom FI has issued a confidential User Name and Access Password.

It is understood that User Name(s) and Password(s) information is for the defined and specified User only and is not to be shared with any other individual(s). Distribution or dissemination of User Name and Password information is strictly forbidden and constitutes a legal breach of these Terms.

III. TYPES OF USER LICENSES

A. Single-Site/Single-User License - This license is intended for one defined and specified Site location and one single specified/named individual, as identified and documented on the original invoice of the sale.

B. Single-Site/Multi-User License - This license is intended for one defined and specified Site location and multiple specified/named Users as identified and documented on the original invoice of the sale.

C. Multi-Site/Multi-User License - This license is intended for multiple defined and specified Site locations and multiple specified/named Users as identified and documented on the original invoice of the sale.

D. Non-Specified Simultaneous User(s) Worldwide License - This license is intended for non-defined and unlimited Site locations and single or multiple non-defined and non-specified Users as documented on the original invoice of the sale. The original invoice of sale defines the number of simultaneous Users licensed to access The Product.

There is no restriction as to who these simultaneous Users are except that these Users are employees of the purchasing organization or entity as defined in the original invoice of the sale.

This/these non-specified User(s) may utilize The Product from any location in the world. User Name and Password information will be provided to the purchaser of record and may be distributed internally per the Terms of this document.

IV. USAGE CONTROL AND COMPLIANCE

A. Distribution or dissemination of User Name and Password information outside the corporate structure of the purchasing entity or in a way that is not in accordance with this document is strictly forbidden and constitutes a legal breach of these Terms.

B. Monitoring for Compliance - Forecast International has developed and implemented a continuous usage monitoring and site tracking program that reviews operational usage and access locations and compares these data against the Terms of the License as identified and documented on the original invoice of the sale.

C. Occasional Exceptions - A licensed user may occasionally have need to deviate from the exact terms of his license agreement for a special purpose. For example, a single-site user on travel to another location of his company may wish to briefly access The Product. Upon request, Forecast International will grant special short-term exemptions of this type. Please direct such requests to our Sales Department, attention Customer Service (203) 426 0800.

V. MISCELLANEOUS

A.1 General Use Restrictions - All information, documents, software, and services (herein referred to as the "Materials") provided in The Product by FI or by its respective manufacturers, authors, developers and vendors (herein referred to as the "Third Party Providers") are the copyrighted work of FI and/or the Third Party Providers. You may not, without FI's prior express written permission, "mirror" any material contained on The Product on any other server. Nothing in The Product shall be construed as conferring any license under any of FI's or any Third Party Provider's intellectual property rights, whether by estoppels, implication, or otherwise. You acknowledge sole responsibility for obtaining any such licenses.

A.2 Limited rights are granted to display, copy, internally distribute and download reasonable portions of FI Materials from The Product, provided that the use of such Materials is in adherence with the aforementioned Definitions Understandings and Descriptions of Usage Licenses and is solely for professional and informational use and will not be copied or posted on any non-Client company networked computer or broadcast in any media.

A.3 This permission terminates automatically without notice if you violate any of these Terms or Conditions. Upon termination, you will immediately destroy any downloaded and printed Materials.

B. Third Party Content Disclaimer - Materials provided by Third Party Providers have not been independently authenticated in whole or in part by FI. FI does not provide, sell, license, or lease any of the Materials other than those specifically identified as being provided by FI. FI is committed to respecting others' intellectual property rights and asks its Users to do the same. FI may, in its sole discretion, terminate the accounts or access rights of Users who infringe on or otherwise violate others' intellectual property rights.

C. Links to Third Party Sites - The Product may be linked to other Internet sites which are not under the control of and are not maintained by FI. FI is not responsible for the content of those sites. FI is not responsible for webcasting or any other form of transmission received from any linked site. FI is providing these links to you only as a convenience, and the inclusion of any link to such sites does not imply endorsement by FI of those sites.

D. Software Use Restrictions - Any software or program (herein referred to as "Software") that is made available to download from The Product is the copyrighted work of FI and/or Third Party Providers. Use of the Software is governed by these Terms or any agreement which accompanies the Third Party Providers' Software. An end-user shall not install any Software that is accompanied by or includes a Third Party License Agreement unless the end-user agrees to the terms of said Third Party License Agreement.

E. Disclaimer - Unless otherwise explicitly stated, the Materials in The Product are provided for exclusive use by FI clients. FI makes no representations, warranties, or guaranties as to the quality, suitability, truth, accuracy or completeness of any of the Materials contained in The Product.

F. Limitation of Liability - The Product could include inaccuracies or typographical errors. FI and the Third Party Providers may make improvements and/or changes in services, materials, programs, and prices in The Product at any time without notice. FI shall not be liable for any damages suffered as a result of using, modifying, contributing, copying, distributing, or downloading the The Product. In no event shall FI be liable for any indirect, punitive, special, incidental, or consequential damage (including loss of business, revenue, profits, use, data or other economic disadvantage), whether for breach or in tort.

G. General - These Terms represent the entire understanding relating to the use of The Product and prevail over any prior or contemporaneous, conflicting communications. FI can revise these Terms at any time without notice by updating this posting.

H. Trademarks - FORECAST INTERNATIONAL, INC., FORECAST INTERNATIONAL, FI, the FI Logo, the FI SITE, and all FI-based trademarks and logos are trademarks or registered trademarks of FI in the United States and other countries.

I. Copyright Notice - Copyright © Forecast International Incorporated, 22 Commerce Rd., Newtown, CT 06470 USA. All rights reserved.

J. Third Party Trademarks - All Folio, Live Publish and NXT trademarks are used under license and are trademarks or registered trademarks of Next Page, Inc., in the United States and other countries.

K. Governing Law - Any action related to these Terms will be governed by the State of Connecticut law and controlling U.S. federal law. No choice of legal rules of any jurisdiction will apply.

FI invites all clients to contact the company with any questions or comments.

Forecast International, Inc.

22 Commerce Road

Newtown, CT USA 06470

Ph# USA (203) 426-0800

FX# USA (203) 426-0223

Email: INFO@FORECAST1.COM