Read this agreement (the "Agreement") carefully before using MediaWorks® (the "Software"). INSTALLING THE SOFTWARE INDICATES YOUR UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH BELOW.

License - INTERACTIVE SOLUTIONS, INC. ("ISI") hereby grants to you a non-transferable, non-exclusive, license to use and display the Software on a single computer. You may physically transfer the Software from one computer owned or leased by you to another, provided that the Software is installed on only a single computer at a time.

Copies and Modifications - The Software, which is provided by ISI in machine readable form, may be copied by the customer for backup purposes, provided, however, that no more than two (2) copies of the Software will be in existence under any license at any one time without the prior written consent from ISI. You agree to reproduce and include all proprietary rights notices on any copies of the Software.

Term - This Agreement is effective from the date of receipt by you of the above referenced Software and shall remain in effect until terminated. You may terminate this Agreement at any time by destroying the Software and documents together with any copies. This Agreement shall also automatically terminate, if you breech any of the terms or conditions of this Agreement.

Protection and Security - You agree to take all reasonable steps to protect the Software and documentation from unauthorized copy or use. You agree not to dissemble, decompile, or otherwise reverse engineer the Software.

Limited Warrantees - ISI warrants to you, as the original licensee only, that the media upon which the Software is stored shall be free from defects of material or workmanship for a period of ninety (90) days from the date of original purchase. This limited warranty may be implemented by returning any defective Software to ISI for repair or replacement within the warranty period. All defective Software must be returned postage prepaid to ISI with dated proof of original purchase.

Disclaimer of Warranties - THE WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ISI DOES NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. No dealer, agent or other third party is authorized to make modifications, extensions, or additions to the warranties in this Agreement.

Limitation of Liability - In no event will ISI be liable to you or any third party for any direct, indirect, special, incidental, or consequential damages of any kind arising out of the use of the Software or its documentation or any defect in the Software or its documentation, even if ISI has been advised of the possibility of such damages.

Transfer - The Software is licensed solely to you. This Agreement and any of the licenses, programs or materials to which it applies may not be assigned, sublicensed, or otherwise transferred by you without the prior written consent of ISI. Except as expressly authorized in this Agreement, you agree not to rent, lease. sublicense, distribute, transfer, copy, reproduce, display, or modify the Software and documen-tation.

Severability - If any provision of this Agreement is invalid or unenforceable, that provision shall be construed, limited or modified, or, if necessary, severed from this Agreement to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain unaffected.

Governing Law - This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of California and of the United States of America.

Entire Agreement - This agreement sets forth the entire understanding and agreement between you and ISI, and may be amended only in writing signed by both parties.