SOFTWARE LICENSE AGREEMENT This…

                                SOFTWARE LICENSE AGREEMENT

This Agreement is made on ________________ by and between Jupitermedia Corporation ("Vendor") and
_____________________________________ ("User") currently with the principal place of business at
____________________________________________.

In consideration of the mutual covenants hereinafter set forth, Vendor and User, hereby agree as follows:

1.     LICENSE

        Vendor grants User a nontransferable and nonexclusive right and license, without the right to grant
sublicenses, to use the following software DHTML Hierarchical Menus Version 6 together with any
revisions or bug fixes made generally available for Version 6, but not successor updates or versions (the
"Software") pursuant to the terms of this Agreement. User may use the Software solely on one (1) Internet
Web site, which is currently located at www. ______________________.com (the "Web Site"). Except as
specified above, the User shall not sell, assign, disseminate or otherwise make available any portion of the
Software to any entity other than a successor in interest to User.

2.     TERM

       This Agreement is effective from the date on which it is accepted by Vendor and the User.

3.     FEE

        User shall pay a license fee in the amount of U.S.$99.00 by check or credit card upon execution of
this Agreement.

4.     ARCHIVAL COPIES AND COPYRIGHT NOTICE

       The User may make archival copies of the Software solely for the User's safekeeping or backup
purposes. The User shall safeguard all copies of the software against unauthorized disclosure.

       The Software shall always contain the following copyright notice: DHTML HierMenu Code
version 6 Copyright © 2004 Peter Belesis. All Rights Reserved. Available solely from Jupitermedia
Corporation under exclusive license. Contact hiermenus2@jupitermedia.com for more information.

5.     VENDOR WARRANTY

       Vendor represents that it has the right to grant this License. Any rights not granted to User are
expressly reserved for Vendor. THE SOFTWARE IS LICENSED "AS IS" AND THE WARRANTY SET
FORTH IN THIS SECTION 5 IS THE ONLY WARRANTY MADE BY THE VENDOR. VENDOR
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES WILL VENDOR BE LIABLE
FOR LOST PROFITS, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.


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6.     USER OBLIGATIONS

       User shall not acquire any proprietary rights in the Software. User shall only use the Software
pursuant to the terms of this License and shall not modify, translate, reverse engineer, decompile,
disassemble, or create derivative works of the Software or remove any proprietary notices on the Software.
Notwithstanding the foregoing, User may make minor modifications to the Software to conform the
Software to User's application, provided that User agrees to assign all right and interest to the
modifications to Vendor, at no cost. User acknowledges that the source code of the Software is
confidential and proprietary information of Vendor and will not disclose such information to any third
party.

7.     INDEMNIFICATION/LIMITATION OF LIABILITY

        A.     Vendor agrees to defend, indemnify and hold User harmless from and against any claim,
suit, demand, or other costs alleging that the Software infringes any United States trademark or United
States copyright rights of any third party. User's sole remedy, at Vendor's sole option, shall be either (i) the
return of any fees paid to Vendor in the twelve (12) months immediately preceding any claim or (ii)
replacement of the Software.

        B.     User agrees to defend, indemnify and hold Vendor harmless from and against any claim,
suit, demand, or other costs arising from its breach of this Agreement.

8.     SUCCESSORS

       This Agreement shall be binding upon the successors of each party.

9.     ASSIGNMENT

        No assignment shall be made by User without the prior written consent of Vendor, except for an
assignment to a successor in interest to User. Vendor may assign this Agreement freely. Any assignment in
violation of this Agreement shall be null and void.

10.    GOVERNING LAW

       This Agreement shall be governed by and construed in accordance with the laws of the State of
Connecticut. The parties consent to the exclusive jurisdiction of the Courts of the state of Connecticut for
any matter arising pursuant to this Agreement.

11.    ENTIRE AGREEMENT

       This is the entire agreement between the parties with respect to this matter and supercedes all prior
understandings and may not be modified or amended without a subsequent writing between the parties.




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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed this day:

Jupitermedia Corporation                          _________________________________________
Vendor                                            User
By: ______________________________________        By: ______________________________________
Printed Name: Michael DeMilt                      Printed Name: _____________________________
Title: VP of Marketing                            Title: _____________________________________
Date: _____________________________________ Date: _____________________________________
                                                  Phone #: __________________________________
                                                  Email: ____________________________________




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