DIGITAL FROG INTERNATIONAL INC.
SOFTWARE LICENSE

PLEASE READ THIS LICENSE CAREFULLY BEFORE USING THE DIGITAL FROG INTERNATIONAL, INC. CD-ROM PRODUCT OR MEDIA DERIVED FROM A DIGITAL FROG INTERNATIONAL, INC. CD-ROM PRODUCT (THE "SOFTWARE"). BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, PROMPTLY RETURN THE UNUSED SOFTWARE TO THE PLACE WHERE YOU OBTAINED IT AND YOUR MONEY WILL BE REFUNDED.

1. License. The Software, which includes the "Content" referred to in Section 2, and all related fonts and documentation, is licensed to you by Digital Frog International, Inc. (DFII). DFII and/or DFII's licensors retain title to the Software, which includes related documentation. This License allows you to use the Software on a single computer and make one copy, of the Software in machine-readable form for backup purposes only. You may use the software over a network, provided the appropriate network licensing fee has been paid. You must reproduce on such copy DFII's copyright notice and any other proprietary legends that were on the original copy of the Software. You may also transfer, on a permanent basis, all your license rights in the Software, the backup copy of the Software, the related documentation and a copy of this License to another party, provided you delete the software from your computer and the other party reads and agrees to accept the terms and conditions of this License. You may use screen captures and text files in school projects, provided that this does not result in financial gain and each student only makes one copy of such Content per school project. You may use the Software only for your internal purposes, and you may not use the Software to provide services, including educational services, for third parties for a fee or otherwise. This license is conditional on you having paid the relevant license fee for the software.

2. Restrictions. The Software contains copyrighted material, trade secrets and other proprietary material including images, photographs, animations, video, music and text (the "Content") incorporated in the Software, all of which is owned by DFII or its suppliers and is protected by Canadian, U.S. and other countries' copyright laws. In order to protect the software and contents, you may not decompile, reverse engineer, disassemble or otherwise reduce the Software to a human-perceivable form. You may not modify, rent, lease, loan or distribute the Software in whole or in part. You may not electronically transmit the Software from one computer to another or over a network (unless the appropriate fee has been paid). You may not copy (except as noted in Section 1), disseminate, or transmit to a third party any of the Software or Content incorporated in the Software.

3. Termination. This License is effective until terminated. You may terminate this License at any time by destroying the Software, related documentation and all copies thereof. This License will terminate immediately without notice from DFII if you fail to comply with any provision of this License. Upon termination you must destroy the Software, related documentation and all copies thereof.

4. Export Law Assurances. You agree and certify that you will comply with all export control laws if you take or send the software outside of your country. If the Software has been rightfully obtained by you outside of the United States, you agree that you will not re-export the Software nor any other technical data received from DFII, nor the direct product thereof, except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which you obtained the Software.

5. Government End Users. If you are acquiring the Software on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees: (i) if the Software is supplied to the Department of Defense (DoD), the Software is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the Software and its documentation as that term is defined in Clause 252.227-7013(c)(1) of the DFARS; and (ii) if the Software is supplied to any unit or agency of the United States Government other than DoD, the Government's rights in the Software and its documentation will be as defined in Clause 52.227- l9(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR.

6. Limited Warranty on Media. DFII warrants the compact disc on which the Software is recorded to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of purchase as evidenced by a copy of the receipt. DFII's entire liability and your exclusive remedy will be replacement of the compact disc not meeting DFII's limited warranty and which is returned to DFII or a DFII's authorized representative with a copy of the receipt. DFII will have no responsibility to replace a disc damaged by accident, abuse or misapplication.

7. DISCLAIMER OF WARRANTY ON SOFTWARE. You expressly acknowledge and agree that use of the Software and Content is at your sole risk. The Software, related documentation and Content are provided "AS IS" and without warranty of any kind and DFII and DFII's Licensor(s) (for the purposes of provisions 7 and 8, DFII and DFII's Licensor(s) shall be collectively referred to as "DFII") EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. DFII DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE AND CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE AND THE CONTENT WILL BE CORRECTED. FURTHERMORE, DFII DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE AND CONTENT OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS,CURRENCY, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ASSUME ALL LIABILITY, PROFESSIONAL OR OTHERWISE, ARISING OUT OF USE OF THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DFII OR A DFII AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR CONDITION OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT DFII OR A DFII AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES INCLUDING BREACH OF CONTRACT OR NEGLIGENCE, SHALL DFII BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, EVEN IF DFII OR A DFII AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. In no event shall DFII's total liability to you for all damages, losses, and causes of action (whether in contract, tort (including negligence) or otherwise) exceed the amount paid by you for the Software.

9. Controlling Law and Severability. This License shall be governed by and construed in accordance with the laws of the Province of Ontario. If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License shall continue in full force and effect.

10. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Software, the Content and the related documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of DFII. Should you have any questions regarding this license, please contact Digital Frog International.