MASONIC:DB
LICENSE & PURCHASE AGREEMENT

This contract dated _________________ day of _______ , _____ by and between ____________________________________________, hereinafter the "Purchaser," and M. Bryce & Associates, hereinafter "MBA", ("the parties"). MBA is a division of M&JB Investment Company ("M&JB") In consideration of the covenants and conditions contained herein, the parties agree as follow: 1. DEFINITION OF TERMS A. PRODUCT MASONIC:DB, hereinafter "Product", is computer software used for the purpose of administering the records of members of a Masonic "Blue Lodge", and to produce associated documentation, e.g., mailing labels, form letters, and a variety of reports. The Product is a data base application specifically designed using Lotus Approach, a data base management system marketed by Lotus Development Corporation. "Lotus" and "Approach" are the registered trademarks of Lotus Development Corporation. As such, Lotus Approach is a prerequisite for using the Product. The Product includes computer software that includes a Lotus Approach application and related documentation written in electronic format. 2. GENERAL TERMS A. TITLE The Product was developed and is owned by MBA who has the exclusive right to market the Product. B. PRODUCT RIGHTS Notwithstanding any other provisions contained herein, MBA retains title, marketing, and distribution rights to the Product. The Purchaser acquires no rights to the Product except to use it as herein provided: a. To use it solely on one computer. b. To instruct its employees or fraternal members having access to the Product not to copy or duplicate the Product specific software or portions thereof except for the purpose of creating a copy for back-up security storage. c. To effect normal security measures to safeguard the Product specific software from theft, or other misuse. C. WARRANTY MBA warrants that the Product will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of this Agreement; provided, however, that this warranty shall not apply to any such embodiment which shall have been abused, misused, or damaged by the Purchaser. Further, this warranty shall not apply to any changes to the design specifications made to the Product by the Purchaser. With respect to any such defect, Purchaser's exclusive remedy is to have MBA at its own expense correct or replace same. In no event shall MBA, or any person or firm acting on behalf of MBA in connection with the making or performance of this Agreement, be liable for any damages including without limitation any lost profits, lost savings, or other incidental or consequential damages arising out of the use or inability to use the Product, even if MBA has been advised of the possibility of such damages or for any claim by any other party. If MBA corrects a problem resulting from the Purchaser's misuse or alteration of the product, then MBA will bill the Purchaser for time and materials spent correcting the problem. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR SPECIFIC OR PARTICULAR PURPOSE. THE LIABILITY OF MBA IS EXPRESSLY LIMITED TO THE MAKING OF CORRECTIONS OR REPLACEMENTS AT ITS OWN EXPENSE AS SET FORTH ABOVE. D. PRICES All pricing will be as as per the Product Price List, Exhibit I. All prices are in U.S. dollars and are subject to change without written notice. E. SHIPMENTS MBA will ship the Product within ten (10) working days upon receipt of the signed Agreement. F. PAYMENT The Purchaser agrees to remit the fee upon delivery of the Product and receipt of invoice from MBA. All applicable taxes, local, state and federal will be paid by Purchaser. 3. AGREEMENT CONSTRUCTION Integration: A. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements whether written or oral. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. B. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of MBA, its agents, or employees, but only by an instrument in writing signed by an authorized officer of MBA. No waiver of any provision of this Agreement shall constitute a waiver of any other provisions(s) or of the same provision on another occasion. C. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida, United States of America. D. Venue: Pinellas County, State of Florida, United States of America. E. If either MBA or Purchaser employs attorneys to enforce any rights arising out of or relation to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs, whether at trial or an appeal. F. Severability: If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. G. This Agreement or any rights hereunder may not be assigned or sublet by Purchaser without the prior written consent of MBA. H. This Agreement is a non-exclusive license and does not limit or restrain in any way MBA's right to execute agreements with other companies or persons for the Product. I. Notices: All notices required herein shall be sent by first class mail to the following addresses: PURCHASER: MBA: ____________________________________ M. Bryce & Associates ____________________________________ P.O. Box 1636 ____________________________________ Palm Harbor, FL 34682-1637 ____________________________________ USA J. TERMINATION MBA may, by written notice to Purchaser given within thirty (30) days after MBA's actual discovery of any act or omission by Purchaser to perform any of its obligations or duties herein (including without limitation, any failure to make any payment called for herein) terminate this Agreement. In such event, Purchaser will immediately return all materials furnished under this Agreement and copies of this material to MBA. By exercising the right of termination under this paragraph, MBA shall not in any way forego any remedies it may have at law or in equity as a result of such failure by Purchaser. K. Indemnity: Purchaser agrees to save, hold harmless, indemnify, and defend MBA, its officers, agents, and employees, from and against any and all claims, lawsuits, and demands, whatsoever, arising out of, or in connection with Purchaser's performance of its obligations hereunder. ACCEPTED BY: ___________________________ M. Bryce & Associates ___________________________ P.O. Box 1637 ___________________________ Palm Harbor, FL 34682-1637 ___________________________ United States of America Purchaser By_________________________ By___________________________ Authorized Signature Authorized Signature ___________________________ _____________________________ Printed/Typed Name Printed/Typed Name ___________________________ _____________________________ Title Title ___________________________ _____________________________ Date Date FORM EFFECTIVE FEBRUARY 16, 1999