3.1. For the Zorp Professional licensed under this License Contract, Balasys grants to Licensee a non-exclusive,

non-transferable, perpetual license to use such Balasys Product under the terms and conditions of this License Contract and the applicable Take Over Protocol.

3.2. Licensee shall use the Zorp Professional in the in the configuration and in the quantities specified in the Take Over Protocol within the Territory.

3.3. On the install media all modules of the Zorp Professional will be presented, however, Licensee shall not be entitled to use any module which was not licensed to it. Access rights to modules and IP connections are controlled by an "electronic key" accompanying the Zorp Professional.

3.4. Licensee shall be entitled to make one back-up copy of the install media containing the Zorp Professional.

3.5. Licensee shall make available the Protected Objects at its disposal solely to its own employees and those of the Authorized Subsidiaries.

3.6. Licensee shall take all reasonable steps to protect Balasys's rights with respect to the Protected Objects with special regard and care to protecting it from any unauthorized access.

3.7. Licensee shall, in 5 working days, properly answer the queries of Balasys referring to the actual usage conditions of the

Zorp Professional, that may differ or allegedly differs from the license conditions.

3.8. Licensee shall not modify the Zorp Professional in any way, with special regard to the functions inspecting the usage of the software. Licensee shall install the code permitting the usage of the Zorp Professional according to the provisions defined for it by Balasys. Licensee may not modify or cancel such codes. Configuration settings of the Zorp Professional in accordance with the possibilities offered by the system shall not be construed as modification of the software.

3.9. Licensee shall only be entitled to analize the structure of the Balasys Products (decompilation or reverse- engineering) if concurrent operation with a software developed by a third party is necessary, and upon request to supply the information required for concurrent operation Balasys does not provide such information within 60 days from the receipt of such a request. These user actions are limited to parts of the Balasys Product which are necessary for concurrent operation.

3.10. Any information obtained as a result of applying the previous Section

(i) cannot be used for purposes other than concurrent operation with the Balasys Product;

(ii) cannot be disclosed to third parties unless it is necessary for concurrent operation with the Balasys Product;

(iii) cannot be used for the development, production or distribution of a different software which is similar to the BalaSys Product

in its form of expression, or for any other act violating copyright.

3.11. For any Annexed Software contained by the same install media as the Balasys Product, the terms and conditions defined by its copyright owner shall be properly applied. Balasys does not grant any license rights to any Annexed Software.

3.12. Any usage of the Zorp Professional exceeding the limits and restrictions defined in this License Contract shall qualify as material breach of the License Contract.

3.13. The Number of Protected Hosts shall not exceed the amount defined in the Take Over Protocol.

3.14. Licensee shall have the right to obtain and use content updates only if Licensee concludes a maintenance contract that includes such content updates, or if Licensee has otherwise separately acquired the right to obtain and use such content updates. This License Contract does not otherwise permit Licensee to obtain and use content updates.