Copyright Envision Corporation. 2002. All rights reserved.

Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/.

TRADEMARK LICENSE AGREEMENT

!his !rade0ar1 "icense Agree0ent 2the 3Agree0ent45 is 0ade and effective 6%A!E7+

BETWEEN:

[LICENSOR NAME] 2the 8"icensor85+ a corporation organi9ed and e:isting ;nder the laws of the 6S!A!E<P&(- $CE7+ with its head office located at=

AND:

[LICENSEE NAME] 2the 8"icensee85+ a corporation organi9ed and e:isting ;nder the laws of the 6S!A!E<P&(- $CE7+ with its head office located at=

RECITALS /)E&EAS+ si0;ltaneo;sly with this Agree0ent+ the parties hereto have entered into a license agree0ent 2the 8"icense Agree0ent 85 whereby "icensor has granted "icensee an e:cl;sive license to all e:isting versions of a software progra0 1nown as 8!he Software8 2the 8Prod;ct85 and all related doc;0entation+ if any+ solely for and to the 6 %E$! ,'7 .ar1et 2as defined herein5>

!rade0ar1 "icense Agree0ent

Page ? of ?2

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

/)E&EAS+ "icensor is the owner of certain trade0ar1s+ incl;ding witho;t li0itation+ any logos+ designs+ variations or translations thereof+ identified on Sched;le A 2collectively+ the 8.ar185 and the e:cl;sive right to ;se and license the ;se thereof> /)E&EAS+ "icensee desires to ;se the .ar1 on the ter0s and conditions set forth in this Agree0ent in connection with its distrib;tion of the /or1> and /)E&EAS+ "icensee recogni9es that the val;able rep;tation and goodwill attaching to the .ar1 is dependent for its preservation on the high @;ality standards prescribed and established by "icensor and+ accordingly+ "icensee is willing to co0ply with licensorAs standards in order to obtain s;ch @;ality and to cooperate with "icensor in preserving the rep;tation and goodwill attaching to the .ar1> $(/+ !)E&E,(&E+ in consideration of the pre0ises and the 0;t;al covenants and agree0ents contained herein+ the parties hereto agree as follows=

0. LICENSE
"icensor hereby grants to "icensee the nonBe:cl;sive worldwide right and license to ;se the .ar1 on or in connection with the Prod;ct for the 6 %E$! ,'7 .ar1et. 86 %E$! ,'7 .ar1et8 shall 0ean distrib;tion to or thro;gh licenseeAs 6 %E$! ,' A$% %ESC& *E7. Specifically e:cl;ded fro0 the 6 %E$! ,'7 .ar1et are sales 0ade thro;gh retail o;tlets+ whether thro;gh co0p;ter specialty stores+ boo1 stores+ stationery stores+ chain stores+ or other retail 0ar1ets.

2. TERM
!his Agree0ent and the license granted here;nder shall co00ence on the date hereof and shall contin;e ;ntil ter0inated in accordance with the provisions of this Agree0ent.

1. ROYALTIES
Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/. As co0pensation for the rights and license granted here;nder+ "icensee shall pay directly to "icensor and any party identified on Sched;le * hereto+ at the ti0es and in the 0anner hereinafter set forth in s;ch Sched;le *+ royalties e@;al in a0o;nt to the percentages set forth therein 28&oyalties85. !he acceptance by "icensor or any party identified on Sched;le * hereto of any tender of pay0ent of any &oyalties in an a0o;nt which is less than the total a0o;nt d;e 2incl;sive of interest+ if any5+ shall not be dee0ed a waiver of s;ch partyAs right to receive the balance 2incl;ding interest5.

2. TRADEMARKS a. "icensee hereby ac1nowledges "icensorAs right+ title and interest in and to the .ar1 and
"icensorCs e:cl;sive right to ;se and license the ;se of the .ar1 and agrees not to clai0 any title to the .ar1 or any right to ;se the .ar1 e:cept as per0itted by this Agree0ent. "icensee shall !rade0ar1 "icense Agree0ent Page 2 of ?2

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

pro0inently display the .ar1 on all versions of the Prod;ct and shall incl;de all notices and legends with respect to "icensorCs trade0ar1s and trade na0es as are or 0ay be re@;ired by applicable federal+ state and local trade0ar1 laws or which 0ay be reasonably re@;ested by "icensor.

b. "icensee shall at no ti0e adopt or ;se+ witho;t "icensorCs prior written consent+ any variation of
the .ar1+ incl;ding translations+ or any 0ar1 li1ely to be si0ilar to or conf;sing with the .ar1. n the event that "icensor consents to any variation of the .ar1+ "icensee hereby agrees that "icensor shall own s;ch new 0ar1 and shall+ at its cost and e:pense+ file and obtain in "icensorCs na0e all United States and international trade0ar1 registrations. "icensor agrees to give "icensee reasonable assistance+ incl;ding e:ec;tion and delivery of all doc;0ents re@;ired by "icensee+ in filing s;ch applications for trade0ar1 registration.

i. "icensee shall not contest or deny the validity or enforceability of the .ar1 or oppose
or see1 to cancel any registration thereof by "icensor+ or aid or abet others in doing so+ either d;ring the ter0 of this Agree0ent or at any ti0e thereafter.

ii. "icensee agrees that it shall cond;ct the 0erchandising and sale of any version of
the Prod;ct in a dignified 0anner+ consistent with and enhancing the general rep;tation of the .ar1 and "icensor+ and in accordance with good trade0ar1 practice.

iii. Any and all goodwill arising fro0 licenseeAs ;se of the .ar1 shall ins;re solely to the
benefit of "icensor+ and neither d;ring nor after the ter0ination of this Agree0ent and the license granted here;nder shall "icensee assert any clai0 to the .ar1 or s;ch goodwill. "icensee shall not ta1e any action that co;ld be detri0ental to the goodwill associated with the .ar1 or with "icensor.

c. "icensee shall+ d;ring the ter0 of this Agree0ent and after ter0ination hereof+ e:ec;te s;ch
doc;0ents as "icensor 0ay re@;est fro0 ti0e to ti0e to ens;re that all right+ title and interest in and to the .ar1 reside with "icensor.

d. !he provisions of this Section D shall s;rvive any ter0ination of this Agree0ent.

3. QUALITY STANDARDS
Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !rade0ar1 "icense Agree0ent Page E of ?2

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

!) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

a. "icensee shall f;rnish to "icensor prior to any ;se+ for the approval of "icensor+ copies of any
version of the Prod;ct to be sold by "icensee ;sing the .ar1 2the 8Sa0ples85 and copies of for0ats of all advertising and pro0otional 0aterial on which the .ar1 appears 2the 8.aterials85. "icensor shall have the right to approve or disapprove any or all Sa0ples or .aterials. Any Sa0ples and<or .aterials s;b0itted to "icensor shall be dee0ed approved ;nless "icensor notifies "icensee to the contrary within 6$U.*E&7 days after receipt of s;ch Sa0ples and<or .aterials. "icensee shall not distrib;te+ sell or advertise any version of the Prod;ct ;nless and ;ntil the Sa0ple for s;ch versions of the Prod;ct has been approved or dee0ed approved by "icensor p;rs;ant to this Section F. All versions of the Prod;ct developed+ 0an;fact;red+ distrib;ted+ sold+ and advertised by "icensee shall confor0 to the Sa0ple approved or dee0ed approved by "icensor.

b. "icensee shall co0ply at all ti0es at its sole e:pense with all applicable laws<reg;lations
pertaining to the develop0ent+ creation+ pro0otion+ sale+ license or s;blicense+ and distrib;tion of the Prod;ct.

4. CREDITS a. !he Prod;ct and all ele0ents thereof shall be 1nown as 8!he 6 %E$! ,'7 Software8 and the
credits set forth in Sched;le C hereto shall be placed on the title on the screen+ the label on the dis1ettes+ and in any 0an;als or other doc;0entation relating to the Prod;ct.

b. !he display of the na0es of those being accorded credit as a developer as set forth in Sched;le
C hereto shall be e@;al in all respects in si9e and pro0inence.

c. Any party being accorded credit as an original developer of the Prod;ct as set forth above shall
have the right to re0ove its na0e at any ti0e for any reason ;pon reasonable written notice to "icensee and s;ch change in credit shall in no way affect any royalties to be paid to s;ch party.

5. INFRINGEMENT a. "icensee shall notify "icensor pro0ptly of any infringe0ent or ;na;thori9ed ;se of the .ar1 by
others of which "icensee beco0es aware. "icensor shall have the sole right+ at its e:pense+ to bring any action on acco;nt of any s;ch infringe0ent or ;na;thori9ed ;se+ and "icensee shall cooperate with "icensor+ as "icensor 0ay re@;est+ in connection with any s;ch action bro;ght by "icensor. "icensor shall retain any and all da0ages+ settle0ent and<or co0pensation paid in connection with any s;ch action bro;ght by "icensor. f "icensor does not ;nderta1e s;ch action within 6$U.*E&7 days after notice fro0 "icensee of s;ch alleged infringe0ent+ "icensee 0ay prosec;te the sa0e+ at its e:pense+ provided that no settle0ent shall be 0ade witho;t the prior written approval of "icensor. n the event that any da0ages+ settle0ent and<or co0pensation are paid in connection with any s;ch action+ "icensee shall first retain an a0o;nt in rei0b;rse0ent of its e:penses> any re0aining a0o;nt shall be divided e@;ally between "icensor and "icensee.

b. "icensor shall have the sole right+ at its e:pense+ to defend and settle for other than 0oney
da0ages any action that 0ay be co00enced against "icensor or "icensee alleging that the .ar1 infringes any rights of third parties. "icensee shall pro0ptly discontin;e its ;se of the .ar1 !rade0ar1 "icense Agree0ent Page D of ?2

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

alleged to infringe rights of s;ch third parties. f "icensor does not give notice to "icensee of its intent to defend or settle s;ch action within 6$U.*E&7 days after notice of s;ch alleged infringe0ent+ "icensee 0ay defend the sa0e+ at its e:pense+ provided that no settle0ent shall be 0ade witho;t the prior written approval of "icensor and "icensee shall advise "icensor periodically of the stat;s of the action and pro0ptly of any 0aterial develop0ents. "icensor reserves the right to participate at any ti0e in s;ch proceedings. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

c. $(!/ !)S!A$% $# A$'!) $# )E&E $ !( !)E C($!&A&'+ " CE$S(& S)A"" )A-E $(
" A* " !' !( " CE$SEE ,(& (& $ &ESPEC! (, A$' C"A . *' A$' !) &% PA&!' !)A! " CE$SEEAS USE (, !)E !&A%E.A&G PU&SUA$! !( !) S A#&EE.E$! $,& $#ES UP($ (& (!)E&/ SE - ("A!ES A$' P&(P& E!A&' (& (!)E& & #)!S (, SUC) !) &% PA&!' (!)E& !)A$ A C"A . !)A! " CE$SEEAS USE (, !)E .A&G PU&SUA$! !( !) S A#&EE.E$! - ("A!ES !)E C($!&AC!UA" & #)!S (, A$' (!)E& " CE$SEE (, " CE$S(&.

6. INDEMNIFICATION
"icensee+ at its e:pense+ shall defend and inde0nify and hold "icensor har0less fro0 and against any and all liabilities+ clai0s+ ca;ses of actions+ s;its+ da0ages and e:penses+ incl;ding reasonable attorneys A fees and e:penses+ which "icensor beco0es liable for+ or 0ay inc;r or be co0pelled to pay by reason of clai0s 2i5 of infringe0ent of any patent+ copyright or trade0ar1 or 2ii5 any actions+ whether of o0ission or co00ission+ that 0ay be co00itted or s;ffered by "icensee or any of its directors+ officers+ agents+ or affiliates in connection with licenseeAs perfor0ance of this Agree0ent or in connection with any new versions+ "icensee versions+ or derivative prod;cts developed+ created+ p;blished+ distrib;ted+ sold+ licensed+ or advertised by "icensee+ irrespective of whether any prior approvals shall have been given by "icensor with respect thereto. !he provisions of this Section shall s;rvive the ter0ination of this Agree0ent.

7. BEST EFFORTS
"icensee shall ;se its best efforts to pro0ote the Prod;ct sold ;nder the .ar1 and to coordinate the develop0ent+ creation+ distrib;tion+ sale+ licensing or s;blicensing+ and advertising of the Prod;ct sold ;nder the .ar1 so as to 0aintain and enhance the val;e of the goodwill residing in the .ar1 and to prod;ce the 0a:i0;0 a0o;nt of &oyalties ;nder this Agree0ent consistent with the @;ality standards established by "icensor.

00. COMPETING PRODUCTS

"icensee agrees that d;ring the ter0 of this Agree0ent it will not p;blish+ 0ar1et+ distrib;te+ sell+ license+ or otherwise e:ploit another co0p;ter software pac1age that is s;bstantially and f;nctionally si0ilar to the Prod;ct or that is targeted for the sa0e general 0ar1et or is li1ely to interfere with or di0inish to a 0aterial e:tent sales of the Prod;ct.

!rade0ar1 "icense Agree0ent

Page F of ?2

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

00. TERMINATION a. "icensor shall have the right to ter0inate this Agree0ent ;pon prior written notice to "icensee+
effective i00ediately ;pon licenseeAs receipt of said notice+ 2i5 if within 6$U.*E&7 0onths of the date of this Agree0ent+ "icensee has not 0ar1eted+ p;blished+ distrib;ted+ sold or licensed+ or otherwise e:ploited the Prod;ct> 2ii5 if "icensee sells or otherwise disposes of s;bstantially all of its b;siness or assets to a third party or parties> 2iii5 if 0anage0ent of "icensee ;ndergoes a s;bstantial change> or 2iv5 if control or ownership of "icensee is in any 0anner transferred> provided+ however+ that "icensee 0ay assign any of its rights and obligations here;nder to any parent+ s;bsidiary+ related co0pany+ affiliate+ or any division of "icensee.

b. E:cept as otherwise provided herein+ "icensee shall have the right to ter0inate this Agree0ent at
any ti0e ;pon 6$U.*E&7 days prior written notice for any reason.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

c. E:cept as otherwise provided herein+ if after 6$U.*E&7 years fro0 the date hereof "icensor has
not received at least 6A.(U$!7 in &oyalties fro0 "icensee+ "icensor shall have the right to ter0inate this Agree0ent at any ti0e thereafter ;pon 6$U.*E&7 prior written notice.

d. Either party shall have the right to ter0inate this Agree0ent ;pon the following= i. f either "icensor or "icensee defa;lts in the perfor0ance or observance of any of the
ter0s or conditions of this Agree0ent and s;ch defa;lt is not re0edied within 6$U.*E&7 days 2or 6$U.*E&7 days in the event that "icensee defa;lts in the pay0ent of any of the &oyalties5 after written notice specifying the nat;re of the defa;lt is received by the defa;lting party+ then the nonBdefa;lting party shall have the right to ter0inate this Agree0ent by written notice to the defa;lting party>

ii. f any of the following events occ;r= 2?5 insolvency or the 0a1ing by a party to this
Agree0ent of an assign0ent for the benefit of creditors> 225 the filing by or against a party hereto of+ or the entry of an order for relief against a party hereto in+ any vol;ntary or good faith invol;ntary proceeding ;nder any ban1r;ptcy+ insolvency+ reorgani9ation or receivership law+ incl;ding+ b;t not li0ited to+ the *an1r;ptcy Code+ or an ad0ission see1ing relief as therein allowed+ which filing or order shall not have been vacated within 6$U.*E&7 days fro0 the entry thereof> 2E5 the appoint0ent of a receiver for all or a s;bstantial portion of s;ch partyAs property and s;ch appoint0ent shall not be discharged or vacated within 6$U.*E&7 days of the date thereof> or 2D5 the ass;0ption of c;stody+ attach0ent or se@;estration by a co;rt of co0petent !rade0ar1 "icense Agree0ent Page H of ?2

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

I;risdiction of all or a significant portion of s;ch partyAs property+ then the other party to the Agree0ent shall have the right to ter0inate this Agree0ent by written notice to the party affected by s;ch occ;rrence. $o assignee for the benefit of creditors+ receiver+ li@;idator+ tr;stee in ban1r;ptcy+ sheriff or any other officer of the co;rt or official charged with ta1ing over c;stody of the assets or b;siness of a party to this Agree0ent shall have any right to contin;e perfor0ance of this Agree0ent+ and this Agree0ent 0ay not be assigned by operation of law.

e. !he e:ercise of any right of ter0ination ;nder this Section shall not affect any rights which have
accr;ed prior to ter0ination+ incl;ding licenseeAs obligation to 0a1e pay0ents p;rs;ant to the ter0s herein+ and shall be witho;t preI;dice to any other legal or e@;itable re0edies to which the ter0inating party 0ay be entitled by reason of s;ch rights.

02. EFFECTS OF AND PROCEDURE ON TERMINATION a. Upon the ter0ination of this Agree0ent all rights of "icensee ;nder the licenses granted
here;nder shall ter0inate and a;to0atically revert to "icensor and "icensee shall i00ediately discontin;e the ;se of the .ar1 and thereafter shall no longer ;se or have the right to ;se the .ar1 or any variation or si0;lation thereof+ or any word or 0ar1 si0ilar thereto+ or to 2directly or indirectly5 develop+ create+ 0ar1et+ distrib;te+ sell+ license or s;blicense+ or advertise the Prod;ct or any other prod;cts in connection with the .ar1. "icensee ac1nowledges that licenseeAs fail;re to cease the ;se of the .ar1 ;pon ter0ination of this Agree0ent shall res;lt in i00ediate and irreparable da0age to "icensor and to the rights of any s;bse@;ent licensee. "icensee ac1nowledges and ad0its that there is not ade@;ate re0edy at law for s;ch fail;re+ and agrees that in the event of s;ch fail;re+ "icensor shall be entitled to e@;itable relief by way of te0porary and per0anent inI;nction and f;rther relief as any co;rt with I;risdiction 0ay dee0 I;st.

b. n the event that "icensee ter0inates this Agree0ent for any reason+ "icensee hereby agrees not
to develop+ create+ 0ar1et+ p;blish+ distrib;te+ sell+ license+ or otherwise e:ploit any word processing co0p;ter software pac1ages or any other derivative word processing prod;cts for a period of 6$U.*E&7 0onths after s;ch ter0ination.

01. RELATIONSHIP OF THE PARTIES

!he relationship of "icensee to "icensor is that of an independent contractor and neither "icensee nor its agents or e0ployees shall be considered e0ployees of "icensor. !his Agree0ent does not constit;te and shall not be constr;ed as constit;ting a partnership or Ioint vent;re or grant of a franchise between "icensor and "icensee. !his Agree0ent shall not be constr;ed as a;thority for either party to act for the other party in any agency or other capacity or to 0a1e co00it0ents of any 1ind for the acco;nt of or on behalf of the other+ e:cept to the e:tent and for the p;rposes provided herein.

02. ASSIGNMENT
$either this Agree0ent nor all or any portion of the rights licensed to "icensee herein shall be assigned by either party witho;t the prior written consent of the other party which consent shall not be ;nreasonably withheld. !he rights and obligations of the parties hereto shall in;re to the benefit of+ and be binding and enforceable ;pon+ the respective s;ccessors and assigns of the parties.

03. MERGER
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 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

!his Agree0ent constit;tes the entire ;nderstanding of the parties hereto concerning the s;bIect 0atter hereof+ all prior ;nderstandings having been 0erged herein. !his Agree0ent cannot be 0odified or a0ended e:cept by a writing signed by the parties hereto.

04. NOTICES
Any notice+ re@;est or other co00;nication to any party by any other party as provided for herein shall be given in writing and shall be dee0ed given on the earlier of the date 2i5 act;ally received and ac1nowledged+ 2ii5 6$U.*E&7 days after 0ailing by certified or registered 0ail+ ret;rn receipt re@;ested+ postage prepaid+ or 2iii5 i00ediately following its delivery+ evidenced by receipt+ to any rep;table overnight carrier or trans0ission via facsi0ile+ in each case addressed to the intended recipient at its address 2or facsi0ile trans0ission n;0ber5 set forth herein. !he places to which notices are to be given here;nder 0ay be changed fro0 ti0e to ti0e by written notice to all other parties as aforesaid.

05. GOVERNING LAW; JURISDICTION; VENUE

!his Agree0ent shall be governed by+ and interpreted ;nder+ the laws of 6S!A!E<P&(- $CE7 applicable to contracts 0ade and to be perfor0ed therein+ witho;t giving effect to the principles of conflicts of law. E:cept in respect to an action co00enced by a third party in another I;risdiction+ the parties hereto hereby agree that any legal s;it action+ or proceeding arising o;t of or relating to this Agree0ent 0;st be instit;ted in a federal or state co;rt location in the 6S!A!E<P&(- $CE7+ and the parties hereto hereby irrevocably s;b0it to the I;risdiction of any s;ch co;rt and waive any obIection to the laying of ven;e in+ or the inconvenience of+ s;ch for;0.

06. WAIVER
$o waiver by any party of any breach of any provision hereof shall constit;te a waiver of any other breach of that or any other provision hereof.

07. ATTORNEYS' FEES

n any action between the parties to enforce any of the ter0s of this Agree0ent+ the prevailing party shall be entitled to recover e:penses+ incl;ding reasonable Attorneys A fees.

$ / !$ESS /)E&E(,+ the parties have e:ec;ted this Agree0ent on the dates set forth first above+ with f;ll 1nowledge of its content and significance and intending to be legally bo;nd by the ter0s hereof.

" CE$S(&

" CE$SEE

!rade0ar1 "icense Agree0ent

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 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

A;thori9ed Signat;re

A;thori9ed Signat;re

Print $a0e and !itle

Print $a0e and !itle

!rade0ar1 "icense Agree0ent

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 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

SCHEDULE A THE MARK

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 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

SCHEDULE B ROYALTIES

!rade0ar1 "icense Agree0ent

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 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

SCHEDULE C THE CREDITS

!rade0ar1 "icense Agree0ent

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