MPLAYER (TM) END USER SOFTWARE LICENSE AGREEMENT
IMPORTANT -- READ CAREFULLY BEFORE INSTALLING OR USING THIS SOFTWARE

By installing and/or using the accompanying software owned by or licensed to Mpath Interactive, Inc. ("Mpath" or the "Company"), and any updates thereof (collectively, such software and updates shall be referred to as the "Software"), you indicate your acceptance of the terms and conditions stated below. If you do not agree to be bound by the terms of this Agreement, you may not use the Software, and, unless you received the Software bundled with third party products on a single non-erasable CD or other medium, you must promptly return the unused Software and any accompanying materials, together with your proof of purchase, to the person or entity from whom you obtained the Software if you obtained the Software on media, or delete your copy of the Software if you received it electronically.

License:  Mpath grants you (an entity or person), subject to the terms and conditions set forth in this Agreement, a non-exclusive, non-transferable license to install the Software and use the Software, including the program code and other files which make the Software compatible for play on Mpath's Mplayer Service for networked game play (the "MPLAYER SERVICE"), and the written materials accompanying the Software relating to the use of the Software on the MPLAYER SERVICE (collectively, the Software and accompanying written materials shall be referred to as the "MPATH TECHNOLOGY").  Subject to the terms and conditions of this Agreement, the Software may be installed and used on one or more computers, but only for the limited purpose of using the MPLAYER SERVICE or, with respect to the written materials only, for the limited purpose of deciding whether to use the MPLAYER SERVICE.

Copyright:  Mpath and/or Mpath's licensors shall retain all right, title and interest, including all intellectual property rights, in and to the MPATH TECHNOLOGY.  You acknowledge that the MPATH TECHNOLOGY is protected by United States copyright laws and international treaty provisions and agree not to remove any copyright or other proprietary or product identification notices contained thereon.  You acknowledge and agree that the MPATH TECHNOLOGY may have been developed by and may include software licensed by third party licensors named in the copyright notice(s) included with the Software, who shall be authorized to hold you responsible for any copyright infringement or violation of this Agreement.

Restrictions:  You may not sublicense, rent or lease the MPATH TECHNOLOGY.  You may not reverse engineer, reverse compile, or disassemble the MPATH TECHNOLOGY.  You may not copy or modify the MPATH TECHNOLOGY or the written documentation except as necessary to execute the Software. The Software may be installed on a noncommercial basis from the copy of the Software that you have been licensed, on additional computers by and for the use of end users who have read and who agree to be bound by the terms of this Agreement, but only if (i) the copy of the Software that you have been licensed is not bundled with separately licensed products on a single medium, and (ii) such installation does not violate the terms of other applicable end user agreements or the intellectual property rights of third parties.

Termination:  This Agreement is effective from the date you receive the Software and shall remain in force until terminated.  You may terminate the license pursuant to this Agreement at any time by destroying all tangible embodiments or copies of the MPATH TECHNOLOGY in your possession, including all backup copies and all related materials.  Your license rights hereunder will automatically terminate without notice if you fail to comply with any provision herein.  Upon termination, you must destroy all tangible embodiments or copies of the MPATH TECHNOLOGY in your possession. 

Export Law Insurance:  You acknowledge and agree that the MPATH TECHNOLOGY is subject to restrictions and controls imposed by the United States Export Administration Act and the regulations thereunder.  You agree and certify that neither the MPATH TECHNOLOGY nor any directly related materials will be exported outside the United States except as authorized by the laws and regulations of the United States.

Further Acknowledgments:  You understand and acknowledge that:

(i)  in order to utilize many features of the MPATH TECHNOLOGY, you will need to enter into an additional agreement in connection with the MPLAYER SERVICE, pay additional usage fees, and/or acquire additional game software; and

(ii)  Mpath may, in its discretion or as required by its agreements with game suppliers, cease to support such games on the MPLAYER SERVICE.  Support which Mpath may cease to provide may include server access, Web site support and the provision of enabling software.

Disclaimer of Warranties:  MPATH DISCLAIMS ALL WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE MPATH TECHNOLOGY OR THE MPLAYER SERVICE.  IN PARTICULAR, MPATH DOES NOT WARRANT THAT USE OF THE MPATH TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT YOU WILL HAVE UNINTERRUPTED, ERROR-FREE OR CONTINUED ACCESS TO THE MPLAYER SERVICE.

Limitation of Liability:  IN NO EVENT WILL MPATH BE LIABLE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES  (INCLUDING, WITHOUT LIMITATION, DAMAGES OR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE MPATH TECHNOLOGY OR MPLAYER SERVICE EVEN IF MPATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification:  You shall indemnify and hold Mpath harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claims, action or proceeding brought against Mpath that may arise from your breach of this Agreement and permit Mpath to control, in a manner not adverse to you, the defense, settlement, adjustment or compromise of any such claim using counsel selected by Mpath.

Specific Performance:  Without limiting the rights of each party hereto to pursue all other legal and equitable rights available to such party for the other party's failure to perform its obligations under this Agreement, you acknowledge and agree that the remedy at law for any failure to perform your obligations hereunder or for your breach of the terms of this Agreement would be inadequate and you further agree that Mpath shall be entitled to specific performance, injunctive relief or other equitable remedies in the event of any such failure or breach.

U.S. Government Restricted Rights:  Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d), excluding subparagraph (c)(2)(iv), of FAR 52.227-19 when applicable, or in DFARS 227.7202-3, and in similar clauses in the NASA FAR Supplement.  Contractor/manufacturer is Mpath Interactive, Inc., 10455-A Bandley Drive, Cupertino, CA 95014. 

General:  You may not use, copy, modify, sublicense, rent, sell, assign or transfer the license granted pursuant to this Agreement, or the MPATH TECHNOLOGY, except as expressly provided in this Agreement.  You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.  This Agreement represents the complete and exclusive statement of the agreements concerning the MPATH TECHNOLOGY between you and Mpath and supersedes all prior agreements between the parties.  It may be amended only by a writing executed by both parties.  If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability (i) of such provision under other circumstances, or (ii) of the remaining provisions hereof under all circumstances.  

The paragraph headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said paragraphs.  This Agreement shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed entirely within California, except as governed by Federal law.