Isuzu Diagnostic Service System (IDSS) Software License Agreement

THIS SOFTWARE LICENSE AGREEMENT IS A LEGAL AGREEMENT. BY CLICKING ON THE "YES"

BUTTON, DOWNLOADING THE IDSS SOFTWARE ("SOFTWARE"), OR USING EQUIPMENT THAT
CONTAINS THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO
NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK ON THE "NO" BUTTON AND THE
INSTALLATION PROCESS WILL NOT CONTINUE.

THE RIGHT TO USE THE SOFTWARE IS LICENSED BY ISUZU MOTORS AMERICA, LLC AND PAR-
TECH, INC. (COLLECTIVELY, "LICENSOR") ON THE CONDITION THAT YOU AGREE TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT.

1. Licensor hereby grants to the person or entity which purchases an authorized

license to use the Software ("Licensee"), and Licensee accepts a non-exclusive,
non-sublicensable and non-transferable (except as provided in section 8) right and
license to use one copy of the Software with any one computer. If Licensee wishes
to use the Software on more than one computer, Licensee must license additional
copies of the Software. Licensee may not place or use the Software on a computer
network. A "computer network" is any combination of two or more terminals or
computers that are electronically linked and capable of sharing the use of a single
software program.

2. This Agreement binds the Licensee and any transferee authorized pursuant to
section 8 below. For purposes of this Agreement, the term "use" means storing,
loading, installing, executing, or displaying the Software solely in connection
with the utilization of the Isuzu Diagnostic Service System. Because the Software
is a necessary component of the Isuzu Diagnostic Service System, a current valid
license to use the Software is required to make any use of the Isuzu Diagnostic
Service System.

3. Any reproduction or duplication of the Software without the express written

consent of Licensor is strictly prohibited. All copies of the Software must bear
the copyright and other proprietary notices contained on or in the original media
as well as any restricted rights legends contained on or in the original media.

4. The license granted hereunder does not include the right to updates, upgrades,
or other enhancements. However, the license granted hereunder does apply to any
update, upgrade, or other enhancement if provided. Licensor reserves the right to
require an additional license for use of the Software on any upgraded computer,
processor, or controller.

5. The license granted hereunder confers no title or ownership in the Software, and
confers no rights whatsoever in any associated source code or in any other
intellectual property of Licensor or Licensor�s third party suppliers or vendors.
The license granted hereunder is not a sale of any rights in the Software.

6. Licensee acknowledges that the Software and related materials disclosed by

Licensor ("Confidential Information") constitute confidential and valuable trade
secrets and the intellectual property of Licensor and that the disclosure of the
Confidential Information would result in irreparable harm to Licensor. Licensee
agrees that at all times during the term of this Agreement and following the
termination hereof, it will hold in confidence all of the Confidential Information
and not disclose the Confidential Information to any third party without the prior
written consent of Licensor.

7. Licensee shall not duplicate, modify, improve, decompile, reverse engineer,

rent, lease, sublicense, distribute, transfer, sell or create derivative works of,
all or any portion of the Software.
8. This Agreement and the license granted hereunder may be transferred by Licensee
with Licensor�s prior written consent. Such consent shall require the payment to
Licensor of any applicable transfer fee, and the transferee's agreement in writing
to comply with the terms and conditions of this Agreement. Upon any such transfer,
Licensee shall immediately deliver all copies of the Software to the authorized
transferee, and the Licensee�s rights under this Agreement will automatically
terminate. This Agreement is also binding upon any involuntary transferee.

9. If the Software is licensed for use by the U. S. government, the user agrees
that the Software has been developed entirely at private expense and is delivered
as "Commercial Computer Software" as defined in DFARS 252. 227-7013 or as
"restricted computer software" as defined in FAR 52. 227-19, as appropriate.

10. Licensor warrants that for a period of thirty (30) days from the date of
shipment from Licensor of the media on which the Software is furnished, such media
will be free of defects in materials and workmanship under normal use. Except for
the foregoing, the Software is provided AS IS. This limited warranty extends only
to Licensee as the original licensee. Licensee's exclusive remedy and the entire
liability of Licensor under this limited warranty will be, at Licensor�s option,
repair, replacement, or refund of the Software if returned to Licensor. In no event
does Licensor warrant that the Software is error free or that Licensee will be able
to operate the Software without problems or interruptions. This warranty shall not
apply if the Software (a) has been altered, except by Licensor, (b) has not been
installed, operated, repaired, or maintained in accordance with instructions
supplied by Licensor, or (c) has been subjected to abnormal physical or electrical
stress, misuse, negligence, or accident. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL
EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE
PRACTICE, ARE HEREBY EXCLUDED. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY LOST
REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR
PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING
OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF LICENSOR HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Licensor�s liability
to Licensee, whether in contract, tort (including negligence), or otherwise, exceed
the license or subscription fees paid by Licensee during the twelve (12) month
period preceding the date of the claim from which the liability arose.

11. This Agreement and the license granted hereunder shall take effect on the date
of its acceptance by Licensee and may be terminated by either party at any time
upon notice to the other party. Licensor may also terminate this Agreement and the
license granted hereunder upon notice to Licensee if Licensee fails to comply with
any provision of this Agreement. Immediately upon the termination of this
Agreement, Licensee shall immediately: (i) make no further use of the Software, and
(ii) return or destroy all copies of the Software. The termination of this
Agreement shall not relieve Licensee from any obligations which have accrued
pursuant to the provisions of this Agreement or release Licensee from any
liabilities which have been incurred as a result of operations conducted under this
Agreement.

12. Licensee agrees that Licensor shall be entitled to injunctive and equitable
relief for any violations of this Agreement and Licensee agrees to pay all costs
and expenses, including reasonable attorney fees incurred by Licensor in enforcing
the provisions of this Agreement.

13. The waiver by either party of a breach or a default of any provision of this
Agreement by the other party shall not be construed as a waiver of any succeeding
breach of the same or any other provision, nor shall any delay or omission on the
part of either party to exercise or avail itself of any right, power or privilege
that it has, or may have hereunder, operate as a waiver of any right, power or
privilege by such party.

14. This Agreement shall be governed by and construed in accordance with the laws
of the State of California, without regard to its choice of law or conflict of law
provisions. In the event of any conflict between foreign laws, rules and
regulations and those of the United States, the laws, rules and regulations of the
United States shall govern.

15. No modification or change of the terms of this Agreement shall bind either
party unless in writing signed by the party against which enforcement is sought,
and then such modification or change shall be effective only for specific instance
and purpose given. In the event that any provision of this Agreement shall, in
whole or in part, be determined to invalid, unenforceable or void for any reason,
such determination shall affect only the portion of such provision determined to be
invalid, unenforceable or void, and shall not affect in any way the remainder of
such provision or any other provision of this Agreement. Licensor and Licensor
shall negotiate in good faith or will permit a court or arbitrator to replace any
provision so held void, unenforceable or illegal with a valid provision as similar
as possible in substance to the invalid, unenforceable or void provision.

16. In the event that any action at law or in equity is brought to enforce or
interpret the provisions of this Agreement, the prevailing party shall be entitled
to a reasonable attorneys� fee which may be set by the court in the same action or
in a separate action brought for that purpose, in addition to any other relief to
which the prevailing party may be entitled.

17. This Agreement is the complete agreement between the parties with respect to
the Software, and this Agreement supersedes all prior or contemporaneous agreements
or representations, written or oral, regarding such Software. The terms of this
Agreement shall supersede the terms contained in any purchase order or other non-
Licensor ordering document or correspondence, regardless of when such ordering
document is received, and no terms included in any such purchase order or other
non-Licensor ordering document or correspondence shall apply to Licensor or to the
Software.