BY CLICKING THE "I AGREE" BUTTON PRIOR TO INSTALLING AND USING THIS SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT. YOU SHOULD CAREFULLY READ THE FOLLOWING END USER LICENSE AGREEMENT BEFORE USING THIS SOFTWARE AND DOCUMENTATION. ETCETERA EDUTAINMENT, INC. ("EE") IS ONLY WILLING TO PROVIDE THIS SOFTWARE AND THE ACCOMPANYING DOCUMENTATION TO YOU UPON THESE TERMS AND CONDITIONS. ANY USE OF THIS SOFTWARE AND DOCUMENTATION WILL CONFIRM YOUR AGREEMENT TO BE BOUND BY THIS END USER LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT DO NOT INSTALL OR USE THE SOFTWARE.

ETCETERA EDUTAINMENT END USER LICENSE AGREEMENT

THIS END USER LICENSE AGREEMENT ("EULA") is between ETCETERA EDUTAINMENT, INC. ("EE"), having a business address of 411 Seventh Avenue, 14^th Floor, Pittsburgh, Pennsylvania 15219, and CUSTOMER.

1. "Software" shall mean EE computer programs, (whether or not included within or separately from any data processing unit), provided now or later by EE, its parent, subsidiaries, or affiliates and shall include operator, user, or installation instruction sets. "Documentation" shall mean the current user documentation provided to Customer (via the Software or otherwise) by EE. Customer is granted a non-exclusive, non-assignable, non-transferable, revocable license of rights to use the Software only in data processors which are in Customer's exclusive possession and designated by Customer for such use in its internal business. The Software is licensed for use by Customer under one of the following methods (as specified in the Final Terms of Sale and Service by and between Customer and EE): (a) Workstation Based License which authorizes the Customer to use the Software only on the identified workstation provided that the Software may be used on a replacement workstation upon written notice to and consent of EE; (b) Named User License which limits Customer's use of the Software to a specific number of identified users provided that Customer may replace existing named users with different named users upon notice and consent of EE; or (c) Enterprise Based License which limits Customer's use of the Software to use only on workstations/CPUs of Customer and such use is limited to Customer's employees.

2. Customer acknowledges that the Software including without limitation all ideas, procedures, processes, systems, methods of operation, concepts, principles, discoveries, and inventions, are the exclusive property of EE or its licensors. Customer shall not prepare a derivative work or a compilation from such Software, or modify, combine, or copy the Software in any manner, including without limitation decompiling or disassembling the Software or disclose the Software to any third party, in whole or part, in any form or in any manner, unless expressly permitted in writing by EE. Notwithstanding the above, the Customer may make a reasonable number of copies of the Software for back-up or archival purposes only and Customers with an Enterprise Based License may duplicate the Software for use within the scope of such license. Customer shall reproduce and include all copyright notices provided with the Software on all copies of the Software produced by the Customer as may be authorized under this Section 2.

3. Customer shall limit access to the Software to its authorized employees. Customer shall advise such employees of the terms of this EULA and shall take all necessary steps to ensure compliance with the EULA terms by such employees. "Confidential Information" means confidential or other proprietary information, that is disclosed by EE to Customer under this EULA, including without limitation, the Software, Documentation, software designs and code and other confidential business information. Customer agrees to observe complete confidentiality with respect to the Confidential Information; not to disclose, or permit any third party or entity access to the Confidential Information (or any portion thereof) without prior written permission of EE; and to insure that any employees, or any third parties who receive access to the Confidential Information, are advised of the confidential and proprietary nature thereof and are prohibited from copying, utilizing or otherwise revealing the Confidential Information. Customer shall only disclose Confidential Information to its employees who have a need to know, consistent with the obligations and responsibilities under this EULA. Prior to disclosing any such Confidential Information pursuant to any judicial or governmental order, Customer shall give EE sufficient prior notice to contest such order. Without limiting the foregoing, Customer shall employ with regard to the Confidential Information procedures no less restrictive than the strictest procedures used by it to protect its own confidential or proprietary information, provided that Customer shall in no event employ procedures which require no less than diligent efforts to protect such Confidential Information.

4. Customer shall defend, indemnify, and hold EE harmless from any and all claims, actions, losses, damages, (including reasonable legal fees), obligations, liabilities, and liens (including, without limitation, any of the foregoing arising out of or imposed in connection with latent or other defects, or under the doctrine of "strict liability"), arising out of the purchase, lease, possession, operation, condition, return, or use of the Software or Documentation, or by operation of law, excluding, however, any of the foregoing resulting solely and directly from the acts of EE.

5. This EULA is not assignable by Customer unless permitted in writing by EE and any attempt at assignment without such permission shall be void. This EULA is assignable in whole or part by EE without consent of Customer. Customer agrees to execute all documents and consents requested by EE to complete any assignment by EE.

6. EE warrants that, during the Warranty Period, the Software will perform in accordance with the specifications identified within the user documentation current at the time of Software license. The "Warranty Period" for the Software is ninety (90) days beginning on date of shipment. EE does not warrant that the functions contained in the Software will meet Customer's requirements or that the operation of the Software will be uninterrupted or error free.

7. EE's warranty of Software shall be void and of no effect if: (a) the Software is not properly stored, installed, or maintained in accordance with EE's recommendations or standard industry practice; (b) the Software is not operated on compatible operating systems and/or computer hardware that meet or exceed the minimum system requirements as specified in the Documentation under normal conditions and otherwise in accordance with EE's recommendations or standard industry practice; (c) the defect has arisen from damages occurring to the Software subsequent to EE's delivery or is related to the use of unauthorized hardware or software; or (d) failure of the Software is due to (i) inadequate electrical power, air-conditioning, or humidity-control, (ii) accident or disaster, including without limitation, fire, flood, water, wind, and lightning, (iii) neglect, including without limitation, power transients, abuse or misuse, and failure of the Customer to follow EE's published operating instructions, (iv) unauthorized modification or repair of Software by persons other than authorized representatives of EE, or (v) use of the Software for purposes other than those for which designed.

8. EE's warranty of Software does not include (a) performing services connected with relocation of Software or adding or removing interfaces, accessories, attachments or other devices, (b) electrical work external to the Software, (c) any maintenance of interfaces, accessories, attachments, or other devices not furnished by EE, or (d) any issues resulting from an unsupported service.

9. THE WARRANTY MADE BY EE HEREIN IS EXCLUSIVE AND IS MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, AND IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE. IN NO EVENT SHALL EE BE LIABLE FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR ECONOMIC LOSS UNDER ANY LEGAL THEORY ASSERTED, EVEN IF EE HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

10. EE MAKES NO WARRANTIES FOR ANY THIRD PARTY SOFTWARE AND SUCH THIRD PARTY SOFTWARE IS PROVIDED ON AN "AS IS" BASIS. THIRD PARTY MANUFACTURERS OR SUPPLIERS MAY PROVIDE WARRANTIES FOR THEIR SOFTWARE AND ALL WARRANTY QUESTIONS OR PROBLEMS WITH RESPECT TO SUCH SOFTWARE SHOULD BE ADDRESSED DIRECTLY TO SUCH THIRD PARTY MANUFACTURER OR SUPPLIER. CUSTOMER EXPRESSLY ASSUMES ALL LIABILITY FOR ALL AND ANY LOSSES, DAMAGES, AND COSTS (INCLUDING COURT COSTS AND LEGAL FEES) IN CONNECTION WITH, OR RELATED TO, SUCH THIRD PARTY SOFTWARE. THE ENTIRE RISK AS TO THE QUALITY OR PERFORMANCE OF SUCH THIRD PARTY SOFTWARE IS WITH CUSTOMER. The information and recommendations contained in any Software have been compiled from sources believed to be reliable at the time of its publication. No guarantee, representation or warranty is made by EE, its licensors or any other person or entity as to the correctness or sufficiency of any information contained in this Software. Neither EE nor its licensors or any other person or entity assumes any responsibility in connection therewith, nor can it be assumed that all acceptable safety measures are contained in the Software, or that other or additional measures may not be required under any particular conditions or circumstances.

11. If any Software is found to be in breach of the warranty set forth above within the warranty period, EE's only obligation, and Customer's exclusive and sole remedy, as EE may choose in EE's sole discretion, shall be either: (a) the repair or replacement of such Software by EE; or (b) the return of such Software to EE and a refund to Customer of the license fee paid by Customer for such Software. Customer acknowledges and agrees that EE's right to refund Customer's license fee shall not be diminished or restricted in any way or for any reason. The provision of such remedy shall be conditioned upon notification, and substantiation as may be required by EE, that such Software has been stored, installed, maintained, and operated in accordance with EE's recommendations or standard industry practice. Unless otherwise directed by EE, all such Software shall be returned to EE's warehouse, or to such other location as EE shall select. EE shall pay for such return shipment.

12. Except for EE's obligations set out in Section 11 above, EE shall have no obligation, liability, or responsibility to Customer or any other party with respect to any claim or cause of action arising in connection with, or related to, this EULA, whether legal or equitable, including, without limitation, any claim or cause of action in contract or in tort (whether in negligence or in strict liability). Customer acknowledges and agrees EE's total obligation and liability for any such claim or cause of action shall be limited to an amount in the aggregate which shall not exceed the total price paid by Customer for the specific Software which is the subject matter of and directly related to such claim or cause of action. Customer expressly assumes all liability for all and any losses, damages, and costs (including court costs and legal fees) in excess of such amount. No claim or causes of action, regardless of form, may be brought more than one (1) year after such claim or cause of action arises.

13. The purpose of the above stated remedy is to correct any breach of warranty or to refund the license fee paid. Customer acknowledges and agrees that such exclusive remedy is an essential term in the bargain represented by this EULA and that such remedy shall, in view of the consideration paid to EE, operate as a full satisfaction to Customer for any and all claims related thereto. In further view of the foregoing, Customer acknowledges and agrees that in the event a court of competent jurisdiction or an arbitration panel rules this exclusive remedy does not give the Customer the benefit of its bargain or that such exclusive remedy fails for any reason, then any such ruling with regard to such exclusive remedy or any such failure of such exclusive remedy, shall not effect or modify in any way, any limitation or exclusion of warranties, and all such limitations and exclusions shall continue in full force and effect.

14. This EULA shall be governed by the internal substantive laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions. Any term or condition prohibited by law shall be modified to the extent necessary to render such term or provision enforceable and the rights and obligations of the parties enforced accordingly, preserving the intent of the provision to the fullest extent possible.

15. All parties acknowledge and agree that in entering into this transaction, they have not relied upon any representations regarding this EULA, other than those explicitly set forth herein. Further, the parties expressly admit that any term or condition which is, or may be asserted, as material by any party and which is not expressly stated in this EULA, shall not be part of this EULA and shall not be binding on any parties hereto. Each party waives all defenses, with regard to any such asserted material, term, or conditions not expressly stated within this EULA.

16. If either party to this EULA is temporarily unable to perform its obligations because of causes reasonably beyond its control, then no liability to the other party or right to terminate shall exist for failure of that party to perform during such period.

17. EE's failure to insist on strict performance of this EULA or to enforce a default upon the occurrence of any single, repeated, or continuing violation of any particular term or condition hereof, shall not be considered a waiver of EE's right to insist on strict performance of this EULA or to enforce a default with respect to the violation of any other term or condition or, at any later time or upon any subsequent occurrence, with respect to that particular term or condition.

18. No waiver, change, or amendment of any term or condition of this EULA is effective against EE unless made in writing and signed by an authorized official of EE.