END-USER LICENSE AGREEMENT

THIS IS A CONTRACT, PLEASE READ IT CAREFULLY, BY INSTALLING THIS

SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS
AGREEMENT, YOU WILL NOT BE ABLE TO USE THIS SOFTWARE UNLESS
YOU ACCEPT THIS AGREEMENT. BY USING THE SOFTWARE, YOU ARE
AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT
AGREE TO ANY TERM OR CONDITION, YOU MAY NOT INSTALL OR RUN
THIS SOFTWARE.

1. License. Memeo Inc., a Delaware corporation, ("Memeo Inc.") hereby grants to the
purchaser (hereafter "you") a personal, non-exclusive, non-transferable license (the
"License"), without the right to sublicense, to use the application, installation, utility,
system, upgrade or other software accompanying this License, whether on disk, in read
only memory, or on any other media (the "Memeo Software"), the related documentation
and materials. The Memeo Software is licensed for use in object code form only, for your
internal use and only on a specific hardware system. The Memeo Software is licensed,
not sold, to you by Memeo Inc. You own the media on which the Memeo Software is
recorded but Memeo Inc. and/or Memeo Inc.'s licensor(s) retain title to the Memeo
Software and to any copies which this License authorizes you to make. You acknowledge
that Memeo Inc. and/or Memeo Inc.'s licensor(s) (hereafter, collectively referred to as
"Memeo") retain all other ownership rights connected with the Memeo Software,
including, without limitation, all copyrights, trademark rights, and all other intellectual
property rights. You agree to refrain from any action which would diminish such rights or
would call them into question. You agree that this License shall apply to any software
provided to you by Memeo or Memeo's representative as replacement or upgrade
software to substitute for or to be used in conjunction with the software accompanying
this License.

2. Permitted Uses and Restrictions. This License allows you to install and use the Memeo
Software on a single Memeo-manufactured or Memeo-approved hardware unit at a time.
You may not install and/or operate the Memeo Software on more than one hardware unit
at a time. You may make one copy of the Memeo Software in machine-readable form for
backup purposes only. The backup copy must include all copyright notices and any other
proprietary legends contained on the original copy of the Memeo Software. You may use
the Memeo Software in a networked environment and transmit the Memeo Software from
one hardware system to another over a network so long as you have a separate license for
each hardware unit that receives the Memeo Software. Except as permitted by applicable
law and this License, you may not decompile, reverse engineer, disassemble, modify,
rent, lease, loan, distribute, create derivative works from the Memeo Software or publish
or transmit the Memeo Software over a network. You may, however, transfer your rights
under this License, provided you transfer the related documentation, this License, and a
copy of the Memeo Software to a party who agrees to accept the terms of this License
and destroy any other copies of the Memeo Software in your possession. Your rights

under this License will terminate automatically without notice from Memeo if you fail to
comply with any term(s) of this License.
You may access the Memeo Software and any corresponding services only through the
interfaces and protocols provided or authorized by Memeo. You agree to abide by all
laws and regulations in effect regarding your use of the Memeo Software. Finally, you
may not authorize or assist any third party to do any of the things prohibited in this
paragraph.
The Memeo Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101,
consisting of "commercial computer software" and "commercial computer software
documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with
48 C.F.R. 12.212 and 48 C.F.R. 27.405(b)(2) (June 1998) and 48 C.F.R. 227.7202, all
U.S. Government end users acquire the Memeo Software with only those rights as set
forth herein.

3. Information Policies. The following section explains Memeos information practices,

including information it collects from you, how Memeo will use the information, and the
choices you have with your information. By installing and using the Memeo Software,
you consent to these information practices. When you purchase or license products from
Memeo, Memeo may collect registration-related information, such as name, home or
work addresses, email addresses, telephone numbers, etc.), information about your
responses to Memeos offerings, transaction-related information (such as payment
methods, billing information and product purchases) and customer service related
information.
Memeo will use this information to improve its products, to improve your experience and
use of Memeos products, to fulfill your orders, to communicate with you and respond to
your inquiries, and to offer you other products, programs or services that may be of
interest to you. The information will not be shared with third parties unless specifically
authorized by you or in response to a legal process. Each time you receive any
promotions by e-mail from Memeo, you will be given the opportunity in that e-mail to
unsubscribe from any further promotions. Keep in mind, however, that you understand
and agree that Memeo may continue to contact you about important information
concerning your transactions with Memeo, or to provide you with important notices
about your Memeo Software.
Memeo may automatically check your version of the Memeo Software. Memeo may
automatically update the Memeo Software on your hardware system to improve the
performance and capabilities of the Memeo Software. Memeo will assign a unique
identifying number to the Memeo Software installed on your hardware device. This
unique number will not be identified with any of your personal information. Memeo may
also query your computer on an anonymous basis to determine if the Memeo Software is
running on your system. Memeo will use this anonymous information to improve the
Memeo Software and its offerings to you and to ensure that the copies of the Memeo

Software are properly licensed. You will be given the option to send configuration data
and crash reports concerning your use of Memeo Software; you also will be given the
option to provide your e-mail address with this information so that Memeo may get in
touch with you. Memeo maintains the confidential information you provide in a secure
database. Please keep in mind that while Memeo has established safeguards to help
prevent unauthorized access to or misuse of you information, it cannot guarantee that
your personally identifiable information will never be disclosed in a manner inconsistent
with the information practices disclosed in this section (for example, in the event of
unauthorized acts by third parties that violate applicable law or policies).
You agree and understand that Memeo may assign this license to a successor in interest
without notice to you. In the event that Memeos ownership was to change as a result of a
merger, acquisition, or transfer to another company, your information may be transferred.

4. Changes and Upgrades. Memeo may change or discontinue any feature or component
on the Memeo Software at any time and without notice. Any supplemental software, fixes
or upgrades (Upgrades) may be subject to additional terms and conditions that will be
presented to you at the time of such Upgrades. By installing and using the Upgrades, you
agree to comply with such additional guidelines and rules.

5. Limited Warranty on Media. Memeo warrants the media on which the Memeo
Software is delivered to be free from defects in materials and workmanship under normal
use for a period of ninety (90) days from the date of original purchase. Your exclusive
remedy under this paragraph shall be, at Memeo's option, a refund of the purchase price
of the product containing the Memeo Software or replacement of the Memeo Inc.
Software which is returned to Memeo Inc. or an authorized representative of Memeo.
THE LIMITED WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND IN LIEU
OF ALL OTHERS, WHETHER ORAL OR WRITTEN, EXPRESS, OR IMPLIED.
MEMEO INC. SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES. THIS
LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY
ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.

6. Disclaimer of Warranty on Memeo Software. You expressly acknowledge and agree

that use of the Memeo Software is at your sole risk. The Memeo Software is provided
"AS IS," WITH ALL FAULTS and without warranty of any kind.
You, not Memeo, shall have sole responsibility for the accuracy, quality, integrity,
legality, reliability, appropriateness and copyright of all data that you transfer through the
Memeo Software and Memeo shall not be responsible or liable for the deletion,
corruption, destruction, damage, loss or failure to store any data. It is your responsibility
to verify that all desired files are successfully backed up after you make a transfer using
the Memeo Software.

MEMEO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,

INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES THAT THE
MEMEO SOFTWARE AND SERVICES DISTRIBUTED BY MEMEO ARE
MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT
FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. MEMEO
DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MEMEO
SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION
OF THE MEMEO SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR
THAT DEFECTS IN THE MEMEO SOFTWARE WILL BE CORRECTED.
FURTHERMORE, MEMEO DOES NOT WARRANT OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF
THE MEMEO SOFTWARE OR RELATED DOCUMENTATION OR SUPPORT IN
TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR
OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
MEMEO OR AN AUTHORIZED REPRESENTATIVE OF MEMEO SHALL CREATE
A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
SHOULD THE MEMEO SOFTWARE PROVE DEFECTIVE, YOU (AND NOT
MEMEO OR AN AUTHORIZED REPRESENTATIVE OF MEMEO) ASSUME THE
ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

7. Limitation of Liability. YOUR EXCLUSIVE REMEDY REGARDING ANY

MEDIUM CONTAINING THE MEMEO SOFTWARE PROVIDED BY MEMEO
SHALL BE THE REPLACEMENT OF ANY SUCH MEDIUM FOUND TO BE
DEFECTIVE. MEMEO AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY
DAMAGES ARISING FROM YOUR USE OF, INABILITY TO USE, OR RELIANCE
UPON THE MEMEO SOFTWARE. THESE EXCLUSIONS APPLY TO ANY
CLAIMS FOR LOST PROFITS, LOST OR MISDIRECTED DATA, LOSS OF
GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR
ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF MEMEO KNEW
OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, MEMEOS
LIABILITY, AND THE LIABILITY OF ITS SUPPLIERS, SHALL BE LIMITED TO
THE EXTENT PERMITTED BY LAW. In no event shall Memeo's total liability to you
for all damages exceed the amount paid for this to the Memeo Software.

8. Indemnification. Upon a request by Memeo, you agree to defend, indemnify, and hold
harmless Memeo and its parent and other affiliated companies, and their employees,
contractors, officers, and directors from all liabilities, claims, and expenses, including

attorney's fees that arise from your use or misuse of the Memeo Software. Memeo reserve
the right, at its own expense, to assume the exclusive defense and control of any matter
otherwise subject to indemnification by you, in which event you will cooperate with
Memeo in asserting any available defenses.

9. Export Law Restrictions. Memeo controls and operates this Service from its location in
the United States of America and is subject to the United States Export Administration
Laws and Regulations. Memeo makes no representation that the Memeo Software is
appropriate or available for use in other locations. You agree that the Memeo Software
will not be exported outside the United States except as authorized by United States law.
You also agree that Memeo Software that has been rightfully obtained outside of the
United States shall not be exported except as authorized by the laws of the United States
and of the jurisdiction in which the Memeo Software was obtained.

10. Termination. Memeo may cancel or suspend your license and use of the Memeo
Software immediately and without notice, if there has been a violation of this License or
if you have failed to pay your applicable license fee. You remain responsible for paying
any amounts owed on your account at the time your license is terminated or cancelled. In
addition to any other remedy available to Memeo, you agree that Memeo may seek
immediate injunctive relief in the event of a breach of this license by you or any of your
officers, employees or agents.

11. Controlling Law and Severability. This License shall be governed by the laws of the
United States and the State of California. If for any reason a court of competent
jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of
this License shall continue in full force and effect. You further agree that any disputes or
claims that you may have against Memeo will be resolved by a court located in the State
of California.
PLEASE NOTE THAT BY AGREEING TO THIS LICENSE AGREEMENT, YOU
ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST
MEMEO BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING
YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE
JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE
STATE OF CALIFORNIA OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH
MEMEO; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION
OF COURTS LOCATED IN THE STATE OF CALIFORNIA FOR THE PURPOSE OF
RESOLVING ANY SUCH DISPUTES OR CLAIMS.

12. Complete Agreement. This License constitutes the entire agreement between the
parties with respect to the use of the Memeo Software and supersedes all prior or
contemporaneous understandings regarding such subject matter. No amendment to or

modification of this License will be binding unless in writing and signed by Memeo.
Memeo may assign this contract at any time without notice to you.

13. Electronic transactions. Your affirmative act of purchasing a license and installing the
Memeo Software constitutes your consent to enter into agreements with Memeo
electronically. You also agree that Memeo may send to you in electronic form any
privacy or other notices, disclosures, reports, documents, communications or other
records regarding the Memeo Software (collectively, Notices). Memeo can send you
electronic Notices to the e-mail address that you provided to Memeo during registration.
The delivery of any Notice from us is effective when sent by Memeo, regardless of
whether you read the Notice when you receive it or whether you actually receive the
delivery. In order to receive Notices electronically, you must have a personal computer
with a modem connected to a communications source (telephone, wireless or broadband),
and a Windows-based operating system with an Internet browser or a Macintosh-based
operating system with an Internet browser. You will need a printer attached to your
personal computer to print any Notices. All contracts completed electronically will be
deemed for all legal purposes to be in writing and legally enforceable as a signed writing.