API License Agreement

IMPORTANT - READ THIS CAREFULLY BEFORE INSTALLING, USING OR ELECTRONICALLY
ACCESSING THIS PROPRIETARY PRODUCT. THIS API LICENSE AGREEMENT ("AGREEMENT") IS
A LEGAL AGREEMENT BETWEEN 60EAST TECHNOLOGIES, INC. ("60EAST") AND THE BUSINESS
ENTITY ON WHOSE BEHALF YOU ("YOU") ARE ACTING ("CUSTOMER") AS THE END USER OF
THE 60EAST CLIENT APPLICATION PROGRAMING INTERFACE SOFTWARE CODE ACCOMPANYING
THIS AGREEMENT, WHICH INCLUDES OBJECT CODE AND SOURCE CODE AND MAY INCLUDE
ASSOCIATED MEDIA, PRINTED MATERIALS AND DOCUMENTATION (COLLECTIVELY, THE "CLIENT
API").  THE CLIENT API ALSO INCLUDES ANY UPDATES OR UPGRADES TO OR NEW VERSIONS
OF THE ORIGINAL CLIENT API, IF AND WHEN MADE AVAILABLE TO YOU BY 60EAST.

YOU AGREE THAT YOU ARE AN EMPLOYEE OR AGENT OF CUSTOMER AND ARE ENTERING INTO
THIS AGREEMENT TO USE THE CLIENT API FOR CUSTOMER'S OR ITS AFFILIATES' OWN
BUSINESS PURPOSES.  YOU HEREBY AGREE THAT YOU ENTER INTO THIS AGREEMENT ON
BEHALF OF CUSTOMER AND THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT.

To the extent that these terms of the API License Agreement conflict with any
similar terms in the Software License and Service Agreement between 60EAST and
CUSTOMER, the terms of the Software License and Service Agreement shall take
precedence over any similar terms set forth herein.

60EAST IS WILLING TO LICENSE THE CLIENT API TO CUSTOMER AND CUSTOMER'S
AFFILIATES ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS
AGREEMENT.

BY INSTALLING, DOWNLOADING, CONFIGURING, ACCESSING, OR OTHERWISE USING THE
CLIENT API, INCLUDING ANY UPDATES, UPGRADES, OR NEWER VERSIONS, YOU ACKNOWLEDGE
THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND THIS AGREEMENT, AND THAT CUSTOMER
AGREES TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.

1. License Grant.  Subject to the terms of this Agreement, 60East grants to
Customer and its Affiliates, during the Term, a limited, revocable, non-exclusive,
non-transferable, non-sublicensable license to install and use the Client API
solely to (a) download and integrate "package manager" sites from development
environments into a Customer application and (b) enable a Customer application
to interact with 60East's AMPS Software ("AMPS") solely for Customer's and/or
its Affiliate's own internal business purpose in accordance with the Client API
documentation and other terms and conditions of this Agreement.  Customer may
make a reasonable number of copies of the Client API solely for the purpose of
interacting with AMPS for Customer's internal business purposes. As used herein,
"Affiliate" means, with respect to a party, any other entity that directly or
indirectly controls, is controlled by or is under common control with such
entity, where "control" means the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of such entity
(for example, through the ownership of voting securities or other equity
interest, representation on its board of directors or other governing body, or
by contract).

2. Restrictions on Use.  Customer is responsible for all activities that occur
in connection with the Client API.  Customer acknowledges that the Client API
and the structure, organization, and source code thereof constitute valuable
trade secrets of 60East.  Accordingly, except as expressly permitted in
Section 1 or as otherwise authorized by 60East in writing, Customer will not,
and will not permit any third party to (a) modify, adapt, alter, translate, or
create derivative works from the Client API; (b) sublicense, lease, rent, loan,
sell, distribute, make available or otherwise transfer the Client API to any
third party, other than its Affiliates; (c) reverse engineer, decompile,
disassemble, or otherwise attempt to derive the source code for the Client API;
or (d) otherwise use or copy the Client API except as expressly allowed under
Section 1 above.  Customer may not disclose to third parties or through
publication the results of performance/benchmark tests run on the Client API
without the prior written consent of 60East.

3. Delivery and Acceptance.  The Client API will be delivered electronically
pursuant to 60East standard download procedures.  The Client API is deemed
accepted upon delivery.

4. Ownership.  As between the parties, the Client API and all modifications and
improvements to the Client API, and all worldwide intellectual property rights
and proprietary rights relating thereto or embodied therein, are the exclusive
property of 60East and its suppliers.  60East and its suppliers reserve all
rights in and to the Client API not expressly granted to Customer in Section 1,
and no other licenses or rights are granted by implication, estoppel or
otherwise.

5. Implementation and Support.  60East has no obligation under this Agreement to
provide any support or consultation concerning the Client API; provided,
however, 60East may, in its sole discretion, provide Customer with certain
support and consultation free of charge to assist in the permitted activities of
Customer under this Agreement. The furnishing of such support or consultation
will not subject 60East to any liability, whether in contract, tort or
otherwise.  Customer is responsible for providing all applicable hardware and
any third party software or required installation and configuration services
required for the operation of the Client API.  Any third party software license
agreements will be agreed to by Customer and the applicable third party software
vendor.

6. Term and Termination.  This Agreement is effective upon acceptance by
Customer and shall continue until terminated in accordance with this Agreement.
Customer may terminate this Agreement at any time by destroying the Client API
and notifying 60East at:  sales@crankuptheamps.com.  If Customer breaches any
provision of this Agreement, this Agreement will automatically terminate.  The
provisions of Sections 2, 4, 6, 7, 8, 9, 10, 11, and 12 shall survive
termination or expiration of this Agreement for any reason.

7. Confidentiality.  60East may disclose certain information regarding the
business of 60East and its suppliers, including the Client API and technical,
marketing, financial, employee, planning, and other confidential or proprietary
information of 60East or its suppliers ("Confidential Information"). Any
information that Customer knew or should have known, under the circumstances,
was considered confidential or proprietary by 60East will be considered
Confidential Information. Customer agrees (a) not to disclose Confidential
information to any persons outside its organization, except to its consultants
or agents who agree in writing to protect such Confidential information as
required herein; and (b) to use the Confidential information only for the
purpose of using the Client API as permitted by this Agreement.

8. Disclaimer.  CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER'S USE OF THE
CLIENT API IS ENTIRELY AT ITS OWN RISK AND THE CLIENT API PROVIDED BY 60EAST TO
CUSTOMER IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER.
60EAST, ON BEHALF OF ITSELF AND ITS SUPPLIERS, HEREBY EXPRESSLY DISCLAIMS ALL
WARRANTIES WITH REGARD TO THE CLIENT API, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND ANY WARRANTIES
ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. TO THE EXTENT THAT, AS
A MATTER OF APPLICABLE LAW, ANY IMPLIED OR STATUTORY WARRANTY MAY NOT BE
DISCLAIMED, THE DURATION AND SCOPE OF SUCH WARRANTY SHALL BE THE MINIMUM
PERMISSIBLE UNDER SUCH APPLICABLE LAW.

9. Limitation of Liability.  IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES,
INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THE CLIENT
API OR THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. EITHER PARTY'S TOTAL CUMULATIVE LIABILITY IN
CONNECTION WITH THIS AGREEMENT AND THE CLIENT API, WHETHER IN CONTRACT OR TORT
OR OTHERWISE, WILL NOT EXCEED $1000. CUSTOMER ACKNOWLEDGES THAT THIS PROVISION
REFLECTS THE AGREED UPON ALLOCATION OF RISK FOR THIS AGREEMENT AND THAT 60EAST
WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

10. Compliance with Laws.  Customer shall comply with all laws, regulations,
rules, ordinances and orders applicable to its use of the Client API. Without
limiting the foregoing, Customer shall comply with the relevant export
administration and control laws and regulations, as may be amended from time to
time, including, without limitation, the United States Export Administration
Act, to ensure that the Client API is not shipped, transferred or exported
(directly or indirectly) in violation of U.S. law.

11. U.S. Government End Users.  The Client API is a "commercial item" as that
term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software"
and "commercial computer software documentation" as such terms are used in 48
C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through
227.7202-4, all U.S. Government end users acquire the Client API with only those
rights set forth therein.

12. Miscellaneous.  Customer may not assign or delegate, directly or indirectly,
by operation of law or otherwise, this Agreement or any of its rights or
obligations under this Agreement (including the license rights granted to
Customer to the Client API) to any third party.  Any attempted assignment or
transfer in violation of the foregoing will be null and void and of no effect.
This Agreement will be subject to and governed by the laws of the State of
New York and the United States of America without regard for its conflicts of
law principles that would require application of the laws of a different state
or country. The federal and state courts for New York City, New York shall have
jurisdiction over any disputes, claims or controversies arising out of or
relating to this Agreement, and Customer hereby irrevocably waives any objection
to the jurisdiction of such courts over any such dispute, claim or controversy.
All modifications, waivers and amendments must be in writing and signed by both
parties. Any waiver or failure to enforce any provision of this Agreement on one
occasion will not be deemed a waiver of any other provision or of such provision
on any other occasion. If any provision of this Agreement is held by a court of
competent jurisdiction to be unenforceable for any reason, the remaining
provisions hereof shall be unaffected and continue in full force and effect.
This Agreement constitutes the entire agreement between the parties regarding
the subject hereof and supersedes all prior or contemporaneous agreements,
understandings and communications, whether written or oral.

