LICENSE AGREEMENT

        on the use of CS-Cart Shopping Cart Software Professional Edition



    This license agreement (hereinafter referred to as the "Agreement")
constitutes a contract between Simbirsk Technologies Ltd., Ulyanovsk, Russian
Federation, which  is the owner of exclusive license for CS-Cart Shopping Cart
Software (hereinafter referred to as the "Company"), and you (hereinafter
referred to as the "User").

    This Agreement contains definitions and conditions under which the User
can use CS-Cart Shopping Cart Software Professional Edition.



                            TERMS AND DEFINITIONS

    All terms given in this section of the Agreement shall have the following
meaning for this Agreement only, and shall not be construed to suggest otherwise
when used in respect of the conditions set forth in this Agreement.


CS-Cart Shopping Cart Software  means the software registered at the Federal
Service for Intellectual Property, Patents and Trademarks Regulations of the
Russian Federation (certificate of official registration of a computer program
#2007610394) and at the U.S. Copyright Office of the Library of Congress
(certificate #TX 6-852-685).

CS-Cart Shopping Cart Software Professional Edition means one of the editions
CS-Cart Shopping Cart Software.

Program means the CS-Cart Shopping Cart Software Professional Edition and all
related printed materials, help and online documentation as well as all copies
and all derivative works related to this software, including but not limited to,
all updates and modifications.

Program-based Derivative means any program, work or information created by the
User or a third party using the Program or any of its parts.

Domain Name means a unique alphanumeric name intended to identify a resource on
the Internet.

Website means a collection of related web pages or other digital assets
available on the Internet through a common Domain Name.

License means the right provided by the Company allowing the User to use one
copy of the Program.

License Domain Name means the Domain Name for which the User obtains the License
to use the Program.

Official Website of the Company means the website of the Company available on
the Internet at http://www.cs-cart.com.

Confidential Information means the contents of the Program (source code) as well
as other information about the Program that the Company may deem confidential.



                             1. GENERAL PROVISIONS

    The User shall use the Program within the bounds of this Agreement only. By
using the Program, the User thus consents to the conditions set forth in this
Agreement. If the User does not wish to be bound by this Agreement, he shall not
install and use the Program.

    In order to conclude the Agreement, the User provides truthful, accurate and
complete personal information according to the form available at the Official
Website of the Company at
http://www.cs-cart.com/index.php?dispatch=profiles.add. The User guarantees that
the information submitted through the form is trustworthy. 

    The Company notifies the User that the Program is not sold to the User, but, 
in accordance with this Agreement, the User gains the right to use the Program
under a simple non-exclusive license for a compensation. The amount of the
compensation to the Copyright Owner and the order of payment are defined on the
Official Website of the Company at http://www.cs-cart.com/order-now.html.

    The Company may delegate the right to receive the compensation to its 
authorized reseller. In this case, the User pledges to pay the compensation to the
authorized reseller. The list of authorized resellers is provided on the
Official Website of the Company at
http://www.cs-cart.com/authorized-resellers.html.

    Every use of the Program is subject to this Agreement. Any use of the Program 
or any of its parts, which contradicts the conditions of this Agreement, is
prohibited. If the law of the User's country makes a provision for a different
order of using similar products, the User may still use the Program only in the
way and within the bounds stipulated by this Agreement.



                               2. GRANT OF LICENSE

    The Company grants the User the right to use the Program under a simple
non-exclusive license, and the User pays a compensation to the Company in
accordance with this Agreement.

    The User has the right to use the Program on the territory determined in 
section 7 of this Agreement in the following manner:

    - one-fold installation (writing to the computer memory) of a copy of the
Program  available through the Internet only via the License Domain Name. Before
buying a License, the User must tell the Company the License Domain Name of the
Website on which the Program will be used.



                         3. EXCLUSIVE RIGHT AND LIMITATIONS

Exclusive right:

    The Company owns the exclusive license for the Program, and also the
Company has the exclusive right to its own registered trademarks.

    The Company has the right to:

- use the information received from the User to improve the Program, including
informing the User about the introduced improvements, updates;
- notify the User that the copy of the Program is illegal and is used without a
License.


Limitations:

    The User has no right to:

- make copies of the Program and let a third party copy the Program;
- deploy additional copies of the Program on the Website which Domain Name the
License was obtained for;
- install and use the Program on other Domain Names, if there were no separate
Licenses obtained for them;
- extract, excerpt or use any part of the Program to create any Program-based
Derivatives as well as provide such possibility to a third party;
- sell, transfer, obligate, license, sublicense, rent, lease, give for temporary
use, yield or convey (by selling, exchanging, giving as a gift, by law, or in
any other way) the Program, any of its copies (or any of its parts), Licenses
and other rights to them, partially or in full, to a third party without a prior
written consent of the Company;
- remove, hide, modify or make barely visible any copyright, trademark or other
proprietary notices contained within any part of the Program without a prior
written consent of the Company;
- prevent the Company from obtaining information about the usage of the
Program.



                   4. CONFIDENTIALITY AND PERSONAL INFORMATION

    The User pledges not to disclose Confidential Information, protect from
and prevent unauthorized disclosure of the Confidential Information, and take
appropriate measures to protect Confidential Information. If the information,
which is confidential according to this Agreement, becomes available to a third
party without a consent of the Company, the User agrees to indemnify the Company
for all suffered damages.

    The Company guarantees that personal information and other personal data
provided by the User for the purpose of executing section 1 of the Agreement
will be used by the Company solely for the purposes of executing this Agreement.
Such information is not   subjected to transfer to any third parties except for
the cases as stipulated by the current legislation of the Russian Federation. By
concluding this Agreement, the User grants the Company the right to process
(including, but not limited to: gather, systematize, store, revise, update,
change, use, transfer within the Russian Federation and abroad) their personal
information  and other personal data in any way not contradicting  the current
legislation of the Russian Federation (which includes not using any automation
facilities) for the purpose of performing obligations of the Agreement imposed
on the Parties.



                        5. WARRANTIES AND LIMITATIONS

    The Program is provided "AS IS" with all possible malfunction and in the
state that is actual by the time the User pays the compensation to the Company.

    Under no circumstances the Company guarantees error-free and uninterrupted
performance of the Program and that the Program will meet the requirements of
the User as well as the Company disclaims any other warranties to the extent to
which it is permitted by the effective law.



                                  6. LIABILITY

    The User assumes all the risks related to the performance and the usage of the
Program, including the risk of not getting the expected profit, the risk of a
software failure after the Program is installed, etc.

    Under no circumstances the Company is liable to the User for any damages
(including, but not limited to, any loss of profits and confidential or other
information, the damages caused by an interruption of the business, loss of
revenue, turnover, business reputation or data, neglected business
opportunities, any indirect, incidental, special, punitive or consequential
damages) related to the usage of or impossibility to use the Program.

    In the event that the law of the User's country concedes no limitation of
liability, or the liability of the Company is recognized by the competent court,
the Company will be liable only for actual damage incurred from using this
Program if the damage is caused by a tort of the Company, or if the damage is
caused by the reasons that the Company knew or should have known. The maximum
amount of liability of the Company is limited to the amount of the compensation
that the User paid for the License.

    The limitations of liability of the Company that are specified in this section
of the Agreement apply to the Program and all associated objects.



                     7. TERMINATION OF LICENSE AND AGREEMENT

    The Agreement is effective until terminated. The Agreement and the License
are terminated immediately after the User violates any part of this Agreement
without any additional notice from the Company. And the User consents to
immediately remove the Program together with all copies, modifications and
upgrades, or any Program-based Derivatives.

    The territory for this Agreement shall be the entire world. The User has the
right to terminate the License at any time by discontinuing the Agreement and
removing the Program together with all copies, modifications and upgrades, or
Program-based Derivatives, along with sending an appropriate notification to the
Company not less than 3 (three) business days before the termination date. The
Agreement will be deemed terminated from the date the Company receives the
notification from the User.

    In all cases, termination of the License and the Agreement deprives the User
of the right to claim the return of the compensation paid to the Company as well
as any other indemnification, except for the case provided by the Company’s
policy on refunding the compensation paid by the User for the License. The
contents and the conditions of the compensation refund policy are available on
the Official Website of the Company at http://www.cs-cart.com/money-back.html.



                              8. FINAL PROVISIONS

    This Agreement complies with the effective law of the Russian Federation and
international agreements on copyright and intellectual property. The appropriate
law to interpret this Agreement and all relationships coming from the scope of
the Agreement is the substantive and the adjective law of the Russian
Federation.

    If any condition of this Agreement for any reason becomes unenforceable, or is
voided or declared invalid by the competent court, then it is regarded as an
omission from the text of this Agreement, which, however, shall by no means
affect the legitimacy and validity of the other conditions.

    The section headings in the text of the Agreement are for convenience only and
have no independent legal force, and shall not be interpreted in relation to the
conditions of the Agreement.

    The User acknowledges that he has read this Agreement carefully and understood
it completely, and agrees to accept its terms and conditions.

    The Company may unilaterally change this Agreement. The changes in the
conditions of the Agreement shall come into force on the date of publishing on
the Official website of the Company, unless otherwise is specified in the
publication, and become mandatory for acceptance and satisfaction by the User
for further usage of the Program. The User is notified of the changes through a
notice on the Official website of the Company  where the text of the changes is
published as well as a respective notification is sent to the User’s email
address.

    The User acknowledges that the Company may suffer damage if the conditions of
this Agreement are not respected, and therefore the User agrees that the Company
has the right to use any form of protecting the violated rights and legitimate
interests, including the direct appeal to the appropriate court without a
necessity to comply with the claim settlement procedure.

    Any dispute arising out or in connection with this agreement, including any
question regarding its interpretation, validity or termination, shall be
referred to and finally resolved by the Ulyanovsk Regional Court of Arbitration
(Ulyanovsk, Russian Federation), or the appropriate court of common law on the
territory of the Russian Federation (the competent court) at the place of
location of the Company.

    The Parties acknowledge the legal validity of the documents sent by email. The
documents sent by the Company are considered created in the proper written form
if they are sent from [email protected]. The documents sent by the User are
considered created in the proper written form if they are sent from the email
address given by the User to the Company according to section 1 of the
Agreement. An email message is considered sent to the proper email address if it
is sent to the email addresses mentioned above.

    The Program is protected by the law of the Russian Federation and
international legislation on copyright and intellectual property.



© 2004 Vladimir V. Kalynyak, Alexey V. Vinokurov, Ilya M. Shalnev