		SKILLCHECK, INC.
	SOFTWARE AND MATERIALS LICENSE AGREEMENT

IMPORTANT:   BEFORE OPENING OR UTILIZING THE ENCLOSED 
	     PRODUCT, CAREFULLY READ THIS LICENSE AGREEMENT.

This document is an agreement ("Agreement") between you, the end user ("You"), 
and SkillCheck, Inc. ("SkillCheck") that sets forth your rights and 
obligations with respect to the enclosed software ("Software"), materials, 
and documentation.  BY UTILIZING THE ENCLOSED PRODUCTS, YOU ARE AGREEING TO 
BECOME BOUND BY THE TERMS OF THIS AGREEMENT, WHICH INCLUDES THE LICENSE, 
LIMITATION OF WARRANTY, AND DISCLAIMER OF LIABILITY.  IF YOU DO NOT AGREE 
TO THE TERMS OF THIS AGREEMENT, RETURN THE UNOPENED PRODUCT TO SKILLCHECK 
OR THE DISTRIBUTOR, IF ANY, WITHIN TEN (10) DAYS FOLLOWING YOUR DATE OF 
RECEIPT FOR A FULL REFUND.
SkillCheck will grant You a non-transferable, nonexclusive license to use 
the enclosed machine-readable form of the Software, materials, and 
documentation (collectively, the "Licensed Materials") as set forth in 
this Agreement if You agree to the following terms and conditions:

1. TERM.  This Agreement is effective from the date on which You open the 
package containing the Licensed Materials, unless you return the Licensed 
Materials for a refund as set forth above.  You may terminate this Agreement 
at any time by destroying the Licensed Materials, together with all copies, 
modifications, and portions of the Licensed Materials, in any form, merged 
into other products or software.  This Agreement and your license to use the 
Licensed Materials will also terminate if You fail to comply with any term 
or condition herein, as set forth in more detail in Section 7.


2. GRANT OF SOFTWARE LICENSE.  

    (a) The license granted to You by SkillCheck when You open this sealed 
	package authorizes You to use, for internal purposes only, the 
	Software, as indicated in Your purchase order, either (a) on a 
	single computer (or a replacement therefor) by a single user at any 
	given time, or (b) on a network or other multi-user system 
	(including Internet and Intranet deployment solutions), provided 
	that the number of concurrent users shall not exceed the maximum 
	permitted number of concurrent users set forth in Your purchase 
	order.  You are also authorized to use the other Licensed Materials 
	in conjunction with Your authorized use of the Software.

    (b) The license granted to You by SkillCheck allows you to use the 
	product within your organization for the purposes of testing 
	individuals.  Use of the product in order to provide testing services 
	(including fee-based testing services) for parties outside of your 
	organizations is strictly prohibited unless such permission is 
	specifically granted by SkillCheck in a separate licensing agreement.  


3. RESTRICTION AGAINST COPYING OR MODIFYING LICENSED MATERIALS.  

    (a) You may not use, modify, copy, or otherwise reproduce the Licensed 
	Materials, in whole or in part, except as expressly permitted in 
	this Agreement.  In no event does the limited copying or reproduction 
	permitted under this Agreement include the right to decompile, 
	disassemble, electronically transfer, or reverse engineer the 
	Software, or to translate the Software into another computer language.

    (b) You may make one copy of the Software for backup/archival purposes. 
	You may not copy or otherwise reproduce any other Licensed Materials. 
	All of Your rights to use the Licensed Materials are expressly 
	stated herein and are subject to the further restrictions set forth 
	below; there are no implied rights, and SkillCheck reserves all 
	rights not expressly granted to You.

    (c) You must include any copyright, trademark, or other proprietary 
	notice set forth on the label of the media embodying the Software on 
	any copy of the Software in any form, in whole or in part, or on any 
	modification of the Software, or any other work containing the 
	Software or any part thereof.


4. TITLE AND PROPRIETARY RIGHTS.  

    (a) The Licensed Materials are copyrighted works and are the sole and 
	exclusive property of SkillCheck or its suppliers.  This Agreement 
	conveys a limited right to use the Licensed Materials and shall not 
	be construed to convey title to the Licensed Materials to You.  
	You shall not sell, lease, transfer, sublicense, dispose of, or 
	otherwise make available the Licensed Materials, or any portion 
	thereof, to any other party.

    (b) You further acknowledge that in the event of a breach of this 
	Agreement, SkillCheck shall suffer severe and irreparable damages 
	for which monetary compensation alone will be inadequate. You, 
	therefore, agree that in the event of a breach of this Agreement, 
	SkillCheck shall be entitled to monetary damages and its attorneys' 
	reasonable fees and costs in enforcing this Agreement, as well as 
	injunctive relief to restrain such breach, in addition to any other 
	remedies available to SkillCheck at law, in equity, or otherwise.


5. PROTECTION AND SECURITY.  You agree not to deliver or otherwise make 
available the Licensed Materials or any part thereof, including without 
limitation the object or source code (if provided) of the Software, to any 
party other than SkillCheck or its employees, except for purposes 
specifically related to Your use of the Software as expressly permitted in 
this Agreement, without the prior written consent of SkillCheck.  You agree 
to use your best efforts and take all reasonable steps to safeguard the 
Licensed Materials to ensure that no unauthorized personnel shall have 
access thereto and that no unauthorized copy, publication, disclosure, or 
distribution, in whole or in part, in any form shall be made, and You agree 
to notify SkillCheck of any unauthorized use thereof.  You acknowledge that 
the Licensed Materials contain valuable confidential information and trade 
secrets, and that unauthorized use, copying, or disclosure thereof would be 
harmful to SkillCheck and/or its suppliers.


6.  MAINTENANCE AND UPDATES.  Updates and certain maintenance and support 
services, if any, shall be provided to You pursuant to the terms of a 
separate Support and Maintenance Agreement, if SkillCheck and You enter into 
such an agreement.  Except as specifically set forth in such agreement, 
SkillCheck shall not be under any obligation to provide software updates, 
modifications, enhancements, or software maintenance and support services 
to You.


7. DEFAULT AND TERMINATION. 

    (a) In the event that You fail to keep, observe, or perform any 
	obligation under this Agreement, including a failure to pay any sums 
	when due, SkillCheck may, in addition to any other remedies it may 
	have at law, in equity, or otherwise, terminate this Agreement and 
	Your license to use the Licensed Materials.

    (b) Immediately after termination of this Agreement or if You have for 
	any reason discontinued use of the Licensed Materials, You shall 
	destroy the original and any copies of the Licensed Materials, 
	together with all copies, modifications, and portions of the Licensed 
	Materials, in any form, merged into other products or software.

    (c) Sections 4, 5, 7, 8, 9, 10, 11, and 12 shall survive termination of 
	this Agreement for any reason.


8. EXPORT RESTRICTIONS. You agree and certify that neither the Licensed 
Materials, nor any other technical data, nor the direct product thereof, 
will be exported or re-exported outside the jurisdiction in which You 
received them, except as permitted by the laws and regulations of the 
United States and the laws and regulations of the jurisdiction in which 
You received the Licensed Materials.


9. FEDERAL ACQUISITION.  This provision applies to all acquisitions of the 
Licensed Materials by or for the federal government.  By accepting delivery 
of the Licensed Materials, the government hereby agrees that the Licensed 
Materials qualify as "commercial" computer software within the meaning of 
FAR Part 12.212 (October 1995), DFARS Part 227.7202-1 and 227.7202-3 
(June 1995), and DFARS 252.227-7014(a) (June 1995).  The terms and 
conditions of this Agreement shall pertain to the government's use and 
disclosure of the Licensed Materials, and shall supersede any conflicting 
contractual terms or conditions.  If the license fails to meet the government'
s minimum needs or is inconsistent in any respect with federal procurement 
law, the government agrees to return the Licensed Materials, unused, to 
SkillCheck.  Manufacturer or supplier is SkillCheck, Inc., 
113 Terrace Hall Avenue, Burlington, MA 01803.


10. LIMITED WARRANTY AND LIMITATION OF LIABILITY.  

    (a) The only warranty SkillCheck makes to You in connection with this 
	license of the Licensed Materials is that if the media on which the 
	Software is recorded is defective (as determined in good faith by 
	SkillCheck), it will be replaced without charge if the Software and 
	proof of payment of the license fee are returned to SkillCheck or 
	the distributor from whom it was obtained within ninety (90) days of 
	the date of payment of the license fee.

    (b) NEITHER SKILLCHECK NOR ITS AFFILIATES MAKES ANY OTHER WARRANTY OR 
	REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED 
	MATERIALS, WHICH ARE LICENSED "AS IS".  THE LIMITED WARRANTY AND 
	REMEDY PROVIDED ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER 
	WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF 
	MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, 
	AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM 
	COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE, WHICH ARE 
	HEREBY EXPRESSLY DISCLAIMED, AND ANY STATEMENTS OR REPRESENTATIONS 
	MADE BY ANY OTHER PERSON OR FIRM ARE VOID.  IF THE EXCLUSION OF ANY 
	IMPLIED WARRANTY IS NOT PERMITTED BY LAW, THE DURATION OF SUCH 
	IMPLIED WARRANTY IS LIMITED TO THE DURATION OF THE LIMITED WARRANTY 
	SET FORTH ABOVE.  YOU ASSUME ALL RISK AS TO THE QUALITY, FUNCTION, 
	AND PERFORMANCE OF THE LICENSED MATERIALS.

    (c) Some states do not allow limitations on how long an implied warranty 
	lasts and some states do not allow the exclusion or limitation of 
	incidental or consequential damages, so the above limitation and 
	exclusion may not apply to You.  This limited warranty gives You 
	specific legal rights, and You may also have other rights which 
	vary from state to state.


11. DISCLAIMER AND LIMITATION OF LIABILITY.

    (a) YOUR SOLE REMEDY AND SKILLCHECK'S SOLE OBLIGATION WITH RESPECT TO 
	ANY CLAIMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR 
	PRODUCT LIABILITY), OR OTHERWISE, ARISING OUT OF OR RELATED TO THIS 
	AGREEMENT SHALL BE GOVERNED BY THIS AGREEMENT, AND IN ALL CASES SUCH 
	REMEDY SHALL BE LIMITED TO MONEY DAMAGES NOT EXCEEDING THE LICENSE 
	FEE YOU PAID FOR THE LICENSED MATERIALS  

    (b) IN NO EVENT SHALL SKILLCHECK (OR ITS SHAREHOLDERS, DIRECTORS, 
	OFFICERS, EMPLOYEES, AGENTS, OR ANY OTHER PARTY WHO HAS BEEN INVOLVED 
	IN THE CREATION, PRODUCTION, OR DELIVERY OF THE LICENSED MATERIALS) 
	BE LIABLE TO ANY PARTY FOR ANY SPECIAL, INDIRECT, RELIANCE, 
	INCIDENTAL, EXEMPLARY, COVER, FORESEEABLE, OR CONSEQUENTIAL DAMAGES, 
	INCLUDING LOSS OF DATA, PROFITS, AND GOODWILL, OR FOR INABILITY TO 
	USE THE LICENSED MATERIALS, EVEN IF SKILLCHECK HAS BEEN ADVISED OF 
	THE POSSIBILITY OF SUCH DAMAGES.


12. GENERAL. This Agreement constitutes the entire understanding between the 
parties with respect to the subject matter hereof, and all prior agreements, 
representations, statements, and undertakings, oral or written, are hereby 
expressly superseded and canceled.  You shall not assign this Agreement (and 
any attempt to do so shall be null and void) without the express written 
consent of SkillCheck.  The rights of SkillCheck and Your obligations under 
this Agreement shall inure to the benefit of SkillCheck's successors and 
assigns.  SkillCheck's waiver of any right shall not constitute a waiver of 
that or any other right in the future.  If any provision of this Agreement 
is determined to be invalid or unenforceable under any applicable law, it 
shall be deemed omitted and the remaining provisions shall continue in full 
force and effect.  The rights and obligations of the parties to this 
Agreement shall be governed and construed in accordance with the laws and in 
the state and federal courts of the Commonwealth of Massachusetts, without 
regard to its conflict of law principles.  Any action related to this 
Agreement shall be brought only in the state and federal courts of 
Massachusetts and both parties waive any objection to the personal 
jurisdiction of and venue in such courts.  The United Nations Convention on 
Contracts for the International Sale of Goods shall not apply to this 
Agreement.  The official language of this Agreement is English.  You hereby 
acknowledge that, to the extent permitted by law, any other language version 
of this Agreement is provided to You for convenience only and, accordingly, 
in the event of any inconsistency or ambiguity between the English and any 
other language version, the English language version shall prevail.  Any 
notice or other communication to be sent to SkillCheck must be mailed by 
certified mail to the following address: 
SKILLCHECK, INC., 113 Terrace Hall Avenue, Burlington, MA 01803.


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