BETWEEN USER AND Bayshore Capital

Please read this agreement ("Agreement") carefully before accessing or using this Web site ("Site"). By accessing or using the Site, you agree to be bound by this Agreement. Bayshore Capital and its suppliers provide the information and services on this Site to you, the user, conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of this Site constitutes your agreement to all such terms, conditions, and notices.

The information and services offered on this Site are provided with the understanding that neither Bayshore Capital nor its suppliers or users are engaged in rendering legal or other professional services or advice. Your use of the Site is subject to the additional disclaimers and caveats that may appear throughout the Site.

Bayshore Capital and its agents assume no responsibility for any consequence relating directly or indirectly to any action or inaction that you take based on the information, services, or other material on this Site. While Bayshore Capital. and its suppliers strive to keep the information on this Site accurate, complete, and up-to-date, Bayshore Capital and its suppliers cannot guarantee, and will not be responsible for any damage or loss related to, the accuracy, completeness, or timeliness of the information.

PERSONAL AND NONCOMMERCIAL USE LIMITATION: PROHIBITED USES

You may access, download, and print materials on this Site for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another Web page, use on any other Web site, transfer or sell any information, software, lists of users, databases or other lists, products or services obtained from this Site. The foregoing prohibition expressly includes, but is not limited to, the practices of "screen scraping" or "database scraping" to obtain lists of users or other information. If and when requested by Bayshore Capital, you agree to provide true, accurate, and complete user information and to refrain from impersonating or falsely representing your affiliation with any person or entity. Except with the written permission of Bayshore Capital, you agree to refrain from accessing or attempting to access password protected, secure, or nonpublic areas of this Site. Unauthorized individuals attempting to access prohibited areas of this Site may be subject to prosecution.

PROPRIETARY RIGHTS

All materials on this Site (as well as the organization and layout of the Site) are owned and copyrighted or licensed by Bayshore Capital and its affiliates or its suppliers. ý Copyright Bayshore Capital, 2002. All rights reserved. No reproduction, distribution, or transmission of the copyrighted materials at this Site is permitted without the written permission of Bayshore Capital.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of this Site, you warrant to Bayshore Capital that you will not use this Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. If you violate any of these terms, your permission to use the Site automatically terminates.

LIABILITY DISCLAIMER

You use this Site at your own risk. If your use of this Site or the materials therein results in the need for servicing or replacing property, material, equipment, or data, neither Bayshore Capital nor its affiliates are responsible for those costs.

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES PUBLISHED ON THIS SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Bayshore Capital, ITS AFFILIATES, AND/OR ITS RESPECTIVE SUPPLIERS MAY WITHOUT PRIOR NOTICE MAKE IMPROVEMENTS AND/OR CHANGES IN THIS SITE INCLUDING BUT NOT LIMITED TO THE INFORMATION, SERVICES, PRODUCTS, OR OTHER MATERIAL AT ANY TIME. ALL INFORMATION, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. IN NO EVENT SHALL Bayshore Capital, ITS AFFILIATES, AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE OR WITH THE DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, PRODUCTS, AND/OR SERVICES OBTAINED THROUGH THIS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF Bayshore Capital, ITS AFFILIATES, OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Bayshore Capital, its affiliates, and suppliers from any liability, loss, claim, and expense (including attorneys' reasonable fees) related to your violation of this Agreement.

LINKS TO THIRD PARTY SITES

Outside Links — While on this Web site, you may be led to other Web sites operated by parties other than Bayshore Capital or its affiliates. Inclusion of hyperlinks by Bayshore Capital to Web sites does not imply any endorsement of the material on such Web sites or any association with their operators, and you access and use such sites, including information, material, products, and services therein, solely at your own risk. We are not responsible for the quality or results or any product or service provided by these companies. Review their products and services carefully. Furthermore, because the Bayshore Capital privacy policy is applicable only when you are on our Site, once linked to another Web site, you should read that site's privacy policy before disclosing any personal information. Their own privacy policies may be different than ours. We are not responsible for the use of the information that you give these third parties.

CHANGES TO AGREEMENT Bayshore Capital may modify this Agreement at any time and such modifications shall be effective immediately upon posting of the modified Agreement. Accordingly, you agree to review the Agreement periodically, and your continued access or use of this Site shall be deemed your acceptance of the modified Agreement.

MISCELLANEOUS

This Agreement and the resolution of any dispute related to this Agreement or this Site shall be governed by and construed in accordance with the laws of Pennsylvania without giving effect to any principles of conflicts of law. Failure by Bayshore Capital or its affiliates to insist upon strict enforcement of any provision of this Agreement shall not be construed as a waiver of any provision or right. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Site or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. Any legal action or proceeding between Bayshore Capital and/or its affiliates and you related to this Agreement shall be brought exclusively in federal district court.