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TEN SOFTWARE LICENSE AGREEMENT

IMPORTANT: YOU SHOULD CAREFULLY READ THE FOLLOWING
TERMS AND CONDITIONS BEFORE PROCEEDING WITH THIS PROGRAM.
DOING SO INDICATES YOUR ACCEPTANCE OF THESE  TERMS AND 
CONDITIONS.  IF YOU DO NOT AGREE WITH THESE TERMS AND 
CONDITIONS, YOU SHOULD PROMPTLY EXIT THE PROGRAM.  BY 
ENTERING INTO THIS LICENSE, YOU CERTIFY TO TEN THAT YOU ARE 
AT LEAST 18 YEARS OF AGE.

T E Network, Inc. ("TEN"), the owner of this software program (the "Program"), 
grants to you a non-exclusive license to use the Program and its related 
documentation (the "Documentation") only under the following terms and 
conditions.

LICENSE -- what you can do with the Program

PROVIDED THAT YOU ARE AT LEAST 18 YEARS OF AGE, you may:
-Use the Program solely for accessing the Total Entertainment Network (the 
"TEN Service");
-Copy the Program for backup purposes in support of your use of the Program 
in accordance with this Agreement;
-Copy and install the Program on more than one computer, or physically 
transfer the Program from one computer to another; and
-Transfer all of your rights in the Program under this Agreement to another 
person, provided the other person  is at least 18 years of age and agrees to 
accept the terms and conditions of this Agreement.

YOU MAY NOT USE, COPY, MODIFY, OR TRANSFER THE PROGRAM OR 
DOCUMENTATION, EXCEPT AS EXPRESSLY SET FORTH IN THIS 
AGREEMENT.  YOU MUST REPRODUCE AND INCLUDE THE COPYRIGHT 
NOTICE ON ANY COPY OF THE PROGRAM OR DOCUMENTATION.  
The Program contains copyrighted material, trade secrets and other proprietary 
material.  You agree that except as permitted by applicable legislation, you will 
not decompile, reverse engineer, disassemble or otherwise reduce the 
Program to a human perceivable form.

TERM.  This Agreement is effective until terminated.  You may terminate it at 
any time by destroying all copies of the Program and the Documentation.  
TEN may terminate your license at any time if you breach any of the terms of 
this Agreement or if any of the representations you make in this Agreement 
turn out to be false. Upon such termination, you must destroy all copies of the 
Program and the Documentation.  If you accept a TEN Online Customer 
License and Membership Agreement ("Online Agreement"), then the license 
in the Online Agreement shall supersede and replace this Agreement.

LIMITED WARRANTY; LIMITATION OF REMEDIES.  THE PROGRAM AND 
DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY 
KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, 
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A 
PARTICULAR PURPOSE.  THE ENTIRE RISK AS TO THE QUALITY AND 
PERFORMANCE OF THE PROGRAM AND DOCUMENTATION IS WITH YOU.  
SHOULD THE PROGRAM PROVE DEFECTIVE, YOU ASSUME THE ENTIRE 
COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.  TEN 
DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE 
PROGRAM WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION 
OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE.

IN NO EVENT WILL TEN BE LIABLE TO YOU FOR ANY DAMAGES, 
INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS 
OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT 
OF THE USE OR INABILITY TO USE THE PROGRAM, EVEN IF TEN HAS 
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY 
CLAIM BY ANY OTHER PARTY.

Some states do not allow the exclusion of implied warranties or the limitation 
or exclusion of liability for incidental or consequential damages, so the above 
exclusions may not apply to you.

GENERAL
You may not sublicense, assign or transfer the license or the Program except 
as expressly provided in this Agreement.  Any attempt otherwise to sublicense, 
assign or transfer any of the rights, duties or obligations under this Agreement 
is void.

This Agreement will be governed by the laws of the State of California.

YOUR USE OF THIS PROGRAM ACKNOWLEDGES THAT YOU HAVE READ 
THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS 
TERMS AND CONDITIONS.  YOU FURTHER AGREE THAT, TOGETHER 
WITH ANY OTHER LICENSE AGREEMENT BETWEEN US CONCERNING 
YOUR USE OF THE PROGRAM, IT IS THE COMPLETE AND EXCLUSIVE 
STATEMENT OF THE AGREEMENT BETWEEN US WHICH SUPERSEDES 
ANY PROPOSAL OR PRIOR AGREEMENT (OTHER THAN AN ONLINE 
AGREEMENT), ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS 
BETWEEN US RELATING TO THE SUBJECT MATTER HEREOF.