GLOBAL SERV, INC.
SLACi LICENSE AGREEMENT - DEMONSTRATION PURPOSES ONLY

This Agreement governs your use of the Global Serv Inc. ("GlobalServ") SLACi software product(s) including any manuals, disks, computer programs and materials associated with it (the "Software"). BY DOWNLOADING AND USING THE SOFTWARE, YOU AGREE TO BE BOUND TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD AND/OR USE THE SOFTWARE.

1. Grant of License. GlobalServ grants you a nonexclusive, nontransferable, limited term license for the purposes of demonstration only to install and use a single instantiation of the Software on a Computer where Computer means a computing device (but not a PDA or mobile phone) running Microsoft operating system software and using one internal central processing unit (CPU). You may use the Software solely for your own internal data switching and networking operations and may make one copy of the Software solely for backup and archival purposes, provided that any such copy is subject to the terms of this Agreement.

2. Use Restrictions. No use is permitted, to using the Software either directly or through commands, data or instructions, from or to, a computer that is not part of your internal network, nor may the Software be used for any Internet or Web-hosting services or by any user not licensed to use this copy of the Software through a valid license from GlobalServ.

You may not (a) make the Software available for use by others in any service bureau or similar arrangement; (b) distribute, sublicense, transfer, or lend the Software to any third party; or (c) disassemble or reverse engineer (except in European Union countries, to the extent allowed by law) the Software. Unauthorized copying and modification of the Software is not permitted. You agree not to remove any notices or markings asserting GlobalServ's ownership of any intellectual property rights.

3. Copyright and Ownership. The Software is owned by GlobalServ or its licensors. This Agreement confers only the right to use the Software while this Agreement is in effect. It does not convey any rights of ownership in or to the Software. All right, title, and interest in the Software and in any ideas, know-how, and programs developed by GlobalServ will remain the property of GlobalServ or its licensor. You agree to maintain appropriate records of the number and location of all copies or partial copies of the Software in your possession (including archival and backup copies). On GlobalServ's reasonable request, you will furnish GlobalServ with a signed statement (a) listing the location and designated computer and CPU information for any computer system(s) on which the Software is being run, and (b) confirming that the Software is being used pursuant to the provisions of this Agreement.

4. Maintenance. Unless otherwise agreed to in writing by GlobalServ, you agree that the Software is licensed without any warranty, maintenance and/or support services.

5. Warranty and Disclaimer of Warranty. GlobalServ represents and warrants that it has the right and authority to enter into and to grant the rights described in this Agreement. THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. GLOBALSERV SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GlobalServ does not warrant that the Software will achieve any specific results, operate without interruption, or be error free.

6. Limitation of Liability. For any breach of the warranties described above, your exclusive remedy and GlobalServ's entire liability is limited to the correction or replacement, as soon as practicable, of any Software or Software part, which GlobalServ determines to be the cause of an error. GLOBALSERV AND ITS LICENSOR(S), IF ANY, SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS RESULTING FROM BUSINESS DISRUPTION), OR DAMAGE TO SYSTEMS OR DATA, WHETHER IN AN ACTION FOR CONTRACT OR TORT, EVEN IF GLOBALSERV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GLOBALSERV'S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNTS RECEIVED BY GLOBALSERV AS LICENSE FEES FOR THE SOFTWARE. This section allocates the risks under the Agreement between GlobalServ and you. GlobalServ's pricing reflects this allocation of risk and the limitations specified herein.

7. Term and Termination. The term of the license is for three (3) months only from the date of download. If you fail to perform any obligation under this Agreement and you have not cured such failure within ten (10) days of notice from GlobalServ, then your license will terminate and you shall cease using the Software, return to GlobalServ or destroy, all copies of the Software (including copies in storage media), and provide GlobalServ with written confirmation thereof and you relinquish all rights temporarily granted under this Agreement.

8. Indemnification. You agree to defend, indemnify, and/or settle, at your own expense, any claims, demands, liabilities, actions, suits or proceedings whatsoever or howsoever asserted or claimed against GlobalServ by any third party that arises out of your use of the Software. GlobalServ agrees to notify you promptly in writing of any claim, give you exclusive control of the defense and settlement thereof, and provide you with reasonable assistance and authority necessary to allow you to perform your obligations hereunder.

9. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of California, USA excluding its conflict of law provisions.

10. Company Name. GlobalServ may include your company name as applicable in a list of GlobalServ customers.

11. U.S. Government Users. If you are a unit or agency of the United States Government, or if the Software hereunder is being licensed pursuant to a contract with any such unit or agency, you agree that the Software and any documentation are provided with Restricted Rights:

Use, duplication, or disclosure is subject to the restrictions as set forth in the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 subparagraph (c)(1)(ii), or the Commercial Computer Software -- Restricted Rights at CFR 52.227-19, subparagraphs (c)(1) and (2), as applicable. Manufacturer is GlobalServ, Inc., a Delaware Corporation.

12. Shipment and Payments. You agree to pay GlobalServ the license fees indicated. As applicable, any reasonable travel and living expenses incurred by GlobalServ for any on-site services requested by you will be billed to you. Shipment of Software is F.O.B. Menlo Park, CA. All fees are non-refundable and unless otherwise specified in writing by us, are due and payable upon receipt of our invoice. For any overdue payments, late fees will accrue at the lesser of (a) 1% per month, or (b) the maximum rate allowed under law. All fees are in U.S. dollars and do not include taxes. If GlobalServ is required to pay any sales, use, GST, withholding, value-added, or similar taxes or levies, such taxes will be billed to and paid by you.

13. Entire Agreement. This Agreement constitutes the complete agreement between the parties, is in the English language and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein. This Agreement is not subject to the United Nations Convention on Contracts for the Sale of Goods. If any provision of this Agreement is found to be invalid, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full effect. No term or condition contained in your purchase order will apply unless expressly accepted by GlobalServ in writing.