VE Network Catcher (Lite) 4.5

Shunra Software Ltd.

License Agreement

THIS END USER LICENSE AGREEMENT IS A LEGAL CONTRACT.

BY CLICKING THE “[YES]” BUTTON UPON INSTALLATION,

OR BY INSTALLING, COPYING OR OTHERWISE USING THE

PRODUCT, YOU AGREE TO BE BOUND BY ALL THE TERMS AND

CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT WISH TO

ACCEPT THIS AGREEMENT, YOU SHOULD RETURN THE PRODUCT

Shunra Software Ltd.

License Agreement

THIS END USER LICENSE AGREEMENT IS A LEGAL CONTRACT.

BY CLICKING THE “[YES]” BUTTON UPON INSTALLATION,

OR BY INSTALLING, COPYING OR OTHERWISE USING THE

PRODUCT, YOU AGREE TO BE BOUND BY ALL THE TERMS AND

CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT WISH TO

ACCEPT THIS AGREEMENT, YOU SHOULD RETURN THE PRODUCT

IN ITS ORIGINAL PACKAGING WITHOUT INSTALLING OR USING

IT IN ANY WAY.

This Licensee License Agreement, together with the related Shunra Order

Confirmation form (this "Agreement") is entered into by and between

Shunra Software Ltd. ("Shunra") and the company or individual named on

the Order Confirmation form that accompanies this Shunra Product ("Licensee").

If you are not the Licensee named in Shunra’s Order Confirmation form, you

are not entitled to use this Product.

1. DEFINITIONS

"Hardware" shall mean the hardware components of the Product.

"License Key" shall mean the encryption decoding key purchased

by Licensee from Shunra to enable use of the Product;

"Order Confirmation" means the Shunra product order confirmation document

that sets forth the pricing for the Shunra Product and Services purchased by

Licensee, the location at which the Product is to be installed, and the number

of authorized users or work stations (if applicable), as well as any additional

terms and conditions set forth therein.

"Product" shall mean the Software and the Hardware comprising the

Shunra Virtual Enterprise product, and all Related Materials provided to

Licensee.

"Related Materials" means any and all materials provided by Shunra in

connection with the Product, including without limitation, operating instructions,

user manuals,

and performance specifications, in any form.

"Software" means the software in object code format incorporated into the

Products, or provided separately on disc, including any upgrades, updates,

additions and copies of the Software licensed to the Licensee by Shunra

hereunder. The term “Software” does not include, and this license is not intended

to cover any third party software that is subject to a separate license agreement

between the Licensee and the supplier of such third party product.

2. LICENSE GRANT

2.1 Subject to the terms and conditions set forth herein Shunra hereby

grants to the Licensee, and Licensee hereby accepts, a non-exclusive,

non-transferable license to install and use the Product solely for Licensee’s

internal purposes, at the location specified in Shunra’s Order Confirmation,

or if no location is specified, at Licensee’s premises in the country in which

your order for the Shunra Product is placed, by the number of users and/or

computers specified in the Order Confirmation and only on computers

containing a valid License Key. The license granted herein may be an

End-User License (Perpetual or Term), an End-User License (Project) or a

Service Provider License, as determined in the applicable Order Confirmation,

and further defined

below.

2.2 Scope of License:

2.2.1 An “End-User License” allows for use by the Licensee named in

the Order Confirmation for its internal purposes only. If the scope and/or Term

of the license is not specified in the Order Confirmation, the license is an

End-User License, Perpetual.

2.2.2. An “End-User License (Project)” allows use by the Licensee named

in the Order Confirmation solely for the purpose of carrying out the internal

project described in the Order Confirmation, and during the period (if any) set

forth therein.

2.2.3 A “Service Provider License” allows use by the Licensee solely for the

purpose of providing services to the third party customer specified in the Order

Confirmation, for the project and during the period specified therein.

2.3 You may:

(a) Install the Product at the location specified in the Order Confirmation,

or if no location is specified, at Licensee’s premises in the country where the

order of the Product was shipped to (the “Location”);

(b) Use the Product in accordance with the scope of the license

designated in the Order Confirmation, on the number of computer terminals

specified in the Order Confirmation (if applicable), and only on computers

containing a valid License Key;

(c) If the license is an End-User License: Permit third party service

providers to utilize the Product at the Location on your behalf, for your internal

purposes only, provided that such third party service provider has agreed to be

bound by the terms and conditions of this Agreement.

(d) If the License is a Service Provider License: permit the third party

customer named in the Order Confirmation to utilize the Product solely for

the purpose of implementing the project described in the Order Confirmation.

2.4. You may not:

(a) Reverse engineer, decompile or disassemble the Product or any

component thereof, including the Software, or any License Key that has

been provided to Licensee for the Product, or use the components of the

Product separately from one another.

(b) Modify, adapt, alter or otherwise use parts, portions or elements

of the Product, or translate, or create derivative works based on the Software

or any part thereof.

(c) Make copies of the Software or the Related Documentation or

any portions thereof, except that Licensee may create one (1) copy of [the

Software that is provided separately on disk, if any, and] the Related

Documentation for back-up purposes only.

(d) If the License specified in the Order Confirmation is an End-User

License: use the Product for any purpose other than Licensee’s internal

purposes; without limiting the generality of the foregoing, Licensee may

not use the Product to provide services to any third party, including affiliates

or subsidiaries of Licensee

(e) Use the Product at any location other than the Location (as defined

in Section 2.3 (a) above).

(f) Remove any proprietary notices, labels or marks on the Product

or its components.

(g) Rent, lease, transfer, sell, sub-license or otherwise grant any right

in, or allow any third party to copy, use or have access to the Product or any

component thereof, including the Software and the Related Documentation.

2.5 Licensee shall supervise and control the use of the Product by its

employees and consultants in accordance with the terms of this Agreement.

3. PROPRIETARY RIGHTS

3.1 The Product is protected under national and international copyright

trademark, patent and trade secrecy law. Licensee acknowledges and agrees

that all right, title, and interest in and to the Products, including the Software

and the Related Documentation, are and shall remain with Shunra, its suppliers,

and/or its licensors, including without limitation, all copyrights, patent rights,

trade secret rights and any other intellectual or industrial property rights therein.

The license granted herein does not constitute a sale of the Software or Related

Materials or any portion or copy of it. This Agreement and the license granted

herein does not convey to Licensee any rights of ownership or title to the

Software or Related Documentation, but only a limited right of use, revocable

in accordance with the terms of this Agreement.

3.2 The Hardware is purchased by, and the Software is licensed to the Licensee

for the Licensee's internal use only, and the Product may not be used by,

sub-licensed, re-sold, rented, or distributed to any other party. The Licensee

may not assign the Licensee's rights under this Agreement to any other party.

3.3 The Licensee acknowledges that the Software, and the concepts and ideas

incorporated into the Product are valuable intellectual property of Shunra

and/or its suppliers and/or licensors. The Licensee agrees not to copy the

Product, nor to distribute any such concepts or ideas to any third party, or

to develop methods to enable unauthorized parties to use the Product, or to

develop any other product containing any of the concepts and ideas contained

in the Product.

3.4 Shunra and its suppliers and/or licensors shall have the right, but not the

obligation, to defend or settle, at their discretion, any legal action against the

Licensee arising from a claim that the Licensee's permitted use of the Product

under this Agreement infringes any patent, copyright, or other ownership

rights of a third party. Licensee agrees to provide Shunra written notice of

any such claim within ten (10) days of Licensee's notice thereof and provide

reasonable cooperation in its defense. Shunra and its suppliers and/or licensors

have sole discretion and control over such defense and all negotiations

for a settlement or compromise, unless they decline to defend or settle, in

which event Licensee is free to pursue any alternative available to Licensee.

4. TERM

4.1 This Agreement is effective upon Licensee clicking the “I AGREE”

option upon installation, or by installing, copying or otherwise using the Product

or any part thereof, whichever is the earlier.

4.2 Shunra may terminate this Agreement immediately upon the breach

by Licensee of any term hereof or in the event that Licensee takes any action

in derogation of Shunra’s rights to the Product. Upon termination of this

Agreement, Licensee shall immediately discontinue all use of the Product

and shall return the Product together with the accompanying Software and

Related Documentation to Shunra or its authorized representative within

thirty days of such termination.

5. LIMITED WARRANTY

5.1 Shunra warrants to the Licensee that the Hardware, and any media

upon which the Software or the Related Materials are provided, will be free

from defects in workmanship and materials under normal use for a period of

ninety (90) days from delivery of the Product to Licensee or for any extended

warranty period thereafter purchased for each respective Hardware unit

(the "Warranty Period"). This limited warranty covers only the original

Licensee of the Product. If the Product should fail to meet the above warranty

during the warranty period Shunra will, at its sole discretion and option and

as Licensee’s sole remedy for breach of the warranty, repair or replace the

affected Hardware or media or refund the purchase price. Any such

replacement Product or parts may be new or reconditioned, and shall have

a ninety (90) day warranty or the remainder of the Warranty Period, whichever

is the longer.

5.2 The foregoing warranty does not apply to failures, defects, or

malfunctions which (A) do not adversely affect the ability of the Product to

perform its usual designated function or (B) are caused by (1) improper or

abnormal use, transport, storage or handling of the Product, (2) alteration or

modification of the Product or any component thereof without Shunra's prior

written approval, (3) failure to follow Shunra's installation, operation, or

maintenance instructions as set forth in the Related Documentation, (4) combination

of the Product with any other software or hardware products or equipment, not

authorized in writing by Shunra or (5) or any factor beyond Shunra's control. In

addition, the foregoing warranty will cease to apply immediately if the Product is

installed or used in a state or location that is different to the state or location

specified in Shunra's Order Confirmation.

5.3 THE LIMITED WARRANTY SET FORTH ABOVE IS GIVEN TO

LICENSEE ONLY, AND IS NOT ENFORCEABLE BY ANY OTHER ENTITY

OR PERSON, AND CONSTITUTES THE ONLY WARRANTY WITH

RESPECT TO THE PRODUCT, INCLUDING THE SOFTWARE AND

RELATED MATERIALS. EXCEPT FOR THE FOREGOING, SHUNRA

MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND,

WHETHER EXPRESS OR IMPLIED WITH RESPECT TO THE PRODUCT.

SHUNRA EXPRESSLY DISCLAIMS ANY AND ALL PROMISES,

REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED,

WITH RESPECT TO THE PRODUCT, INCLUDING WITHOUT

LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SHUNRA

DOES NOT WARRANT THAT THE PRODUCT IS ERROR FREE OR THAT

THE OPERATION OF THE PRODUCT WILL BE SECURE OR

UNINTERRUPTED.

5.4 CERTAIN COMPONENTS OF THE PRODUCT, INCLUDING

ELEMENTS OF THE SOFTWARE, HAVE BEEN PROVIDED TO SHUNRA

BY THIRD PARTY SUPPLIERS AND/OR LICENSORS. NO SUCH THIRD

PARTY WARRANTS THE PRODUCT, ASSUMES ANY LIABILITY WITH

RESPECT TO THE PRODUCT (INCLUDING THE HARDWARE, THE

SOFTWARE, OR THE RELATED MATERIALS) OR UNDERTAKES TO

PROVIDE ANY SUPPORT OR INFORMATION REGARDING THOSE

ELEMENTS OF THE PRODUCT.

6. LIMITATION OF LIABILITY

IN NO EVENT SHALL SHUNRA BE LIABLE FOR ANY SPECIAL,

INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES

WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES

FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION)

ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY

TO USE THE PRODUCT, OR FOR ANY LOSS OF OR DAMAGE TO

PROPERTY. IN NO EVENT WILL SHUNRA'S LIABILITY UNDER

THIS AGREEMENT EXCEED THE AMOUNT OF THE LICENSE FEES

PAID BY LICENCEE TO SHUNRA IN THE TWELVE MONTH PERIOD

PRECEDING ANY CLAIM BY LICENSEE. Since some states and jurisdictions

do not allow the limitation of incidental or consequential damages, the

above limitation may not apply to Licensee.

7. TRADEMARKS

No right, license, or interest to any trademark, trade name, service mark or logo

of Shunra or any third party, are granted hereunder, and you agree that no such

right, license, or interest, shall be asserted by you with respect to such trademarks.

8. SUPPORT AND MAINTENANCE

Support and Maintenance of the Software Product are available in accordance

with Shunra's standard Support and Maintenance Services Agreement, attached

hereto as Exhibit A, as may be revised from time to time, for the annual fee prescribed

by Shunra. The provision of the Support and Maintenance Services by Shunra shall

be automatically renewed for additional one year terms, unless you notify Shunra

otherwise in writing at least thirty (30) days prior to the elapse of the annual term.

9. GENERAL

9.1 Any provision hereof which is prohibited or unenforceable in any

jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of

such prohibition or unenforceability without invalidating the remaining provisions

hereof or affecting the validity or enforceability of such provision in any other

jurisdiction.

9.2 Headings of sections herein are inserted for ease of reference only and

shall not be used for the construction or interpretation of this Agreement.

9.3 This Agreement shall be governed by the laws of New Jersey, U.S.A,

excluding the application of its conflicts of law rule. The competent courts of

New Jersey shall have exclusive jurisdiction over any dispute arising out of this

Agreement and you hereby waive unconditionally any objection to the laying

of venue of any lawsuit, action or other proceeding in such courts.

9.4 Licensee may not assign or otherwise transfer any of its rights or

obligations under this Agreement. Any attempt by Licensee to sublicense, assign

or transfer any of the rights, duties or obligations hereunder other than in

accordance with the terms of this Agreement shall have no effect.

9.5 This Agreement, together with the additional terms set forth in Shunra’s

Order Confirmation, sets forth the entire agreement between Shunra and Licensee

regarding the licensing and servicing of the Products and supersedes all prior or

contemporaneous oral or written agreements or representations with respect to the

subject matter hereof. This Agreement shall prevail over any conflicting or additional

terms of any other communication between the Parties. The provisions of any

separate order documentation used by Licensee shall be of no effect (notwithstanding

any provisions in such order document to the contrary).

EXHIBIT A

Maintenance and Software Subscription

Extended Warranty Service

Products requiring extended warranty service during this period should be

delivered to Shunra's U.S. or Israeli office with proof of purchase. Products

returned to Shunra must be pre-authorized with a Return Material Authorization

number marked on the outside of the package, and packaged in the original

packaging material. If the delivery is by mail, you agree to ensure the product

or assume the risk of loss or damage in transit. You also agree to prepay

shipping charges to Shunra. The repaired or replaced item will be shipped

to the customer at Shunra's expense, not later than thirty (30) days after receipt

by Shunra.

Maintenance and Software Subscription

Maintenance and Software Subscription includes software updates and bug

fixes and any software upgrades that become generally available to Shunra's

other licensees. Your use of any software updates, bug fixes and/or software

upgrades provided hereunder shall be governed by the terms and conditions

set forth in the Agreement.

You will be eligible to receive phone, email and Web based interactive support,

and any software updates, bug fixes and/or software upgrades provided that you

have fully paid up all of the applicable license and support or maintenance fees.

Phone support will be provided Monday through Friday between 9 AM and 6 PM

eastern standard time, excluding public holiday.

Notwithstanding any provisions limiting liability under this Agreement, Shunra's

maintenance services hereunder shall not extend in the event the Software Product

or any part or component thereof:

(i) have been subject to misuse, negligence, accident, improper installation or use

or have been subject to maintenance by anyone other than Shunra, or;

(ii) have been modified, repaired or altered by anyone other than Shunra; or

(iii) have been combined with or installed on/with software products, or equipment,

not authorized in writing by Shunra; or

(iv) have been damaged by causes beyond the control of Shunra