DESTINY SOFTWARE INC.
END USER LICENSE AGREEMENT
DESTINY MEDIA PLAYER VERSION 1.1.3

LIMITED USE SOFTWARE LICENSE AGREEMENT

This Limited Use Software License Agreement (the "Agreement") is a legal agreement between you, the end-user, and Destiny Software Productions Inc. ("Destiny"). By continuing the installation of this program entitled Destiny Media Player™, by loading or running the program, or by placing or copying the program onto your computer hard drive, computer RAM or other storage, you are agreeing to be bound by the terms of this Agreement. 

1) Definitions. 

a) "The Software" means the computer program commonly known as Destiny Media Player™ including the Destiny MP3 Player™ and the Radio Destiny Receiver™. "Software" includes all elements of the Software such as data files, images appearing in the Software and screen displays.

b) "Unregistered" means a version of the Software in which not all functionality is available.

c) "Full Functionality Mode" means a version of the Software in which all functions operate with no time limit. 

2) Grant of License for Software. Subject to the terms and conditions of this Agreement, Destiny grants to you the non-exclusive and limited right to use the software program entitled Destiny Media Player™ in executable or object code form only (the "Software") for recreational purposes only. You are not receiving any ownership or proprietary right, title or interest in or to the Software or the copyright, trademarks, or other rights related thereto. For purposes of this section, "use" means loading the Software into RAM and/or onto computer hard drive, as well as installation of the Software on a hard disk or other storage device.

3) Registration. Destiny or their agents have the right to provide a serial number to the user allowing the Software to operate in Full Functionality Mode. This registration entitles the registered user to run the Software in Full Functionality Mode.

4) Shareware Distribution. Provided that you comply with the below mentioned restrictions on distributing the Software in Full Functionality Mode or in violation of the U.S. Export Administration Act, you are hereby licensed to make unlimited copies and/or distribute via electronic means the Shareware version of the Software. However, you are prohibited from altering either the Shareware version of the Software or accompanying documentation. You are specifically prohibited from charging, or requesting donations, for any copies of the Software distributed. You are specifically prohibited from distributing the Software and/or documentation with other products, except that disk vendors approved by the Association of Shareware Professionals are permitted to redistribute the Software, subject to the conditions in this license, without prior written permission.  

5) You agree that the Software will not be shipped, transferred or exported into any country in violation of the U.S. Export Administration Act (or any other law governing such matters) by you or any one at your direction and that you will not utilize and will not authorize anyone to utilize, in any other manner, the Software in violation of any applicable law. The Software may not be exported or reexported into (or to a national or resident of) any country to which the U.S. has embargoed goods or to anyone or into any country who/which are prohibited, by applicable law, from receiving such property.

6) Prohibitions with Regard to Software. You, either directly or indirectly, shall not do any of the following acts:

a. rent the Software;

b. sell the Software;

c. lease or lend the Software;

d. offer the Software on a pay-per-play basis;

e. distribute the Software in Full Functionality Mode by any means, including, but not limited to, Internet or other electronic distribution, direct mail, retail, mail order or other means;

f. in any other manner and through any medium whatsoever commercially exploit the Software or use the Software for any commercial purpose;

g. disassemble, reverse engineer, disassemble, decompile, modify or alter the Software;

h. translate the Software;

i. reproduce or copy the Software (except as permitted by sections 4 and 7);

j. publicly display the Software; or

k. prepare or develop derivative works based upon the Software.

7) Permitted Copying. You may make only the following copies of the Software: (i) you may copy the Software onto your computer hard drive; (ii) you may copy the Software from your computer hard drive into your computer RAM; and (iii) you may make one (1) "back up" or archival copy of the Software on one (1) hard disk.

8) Intellectual Property Rights. The Software, including the Destiny Images, and all materials accompanying the Software (the "Materials") and all copyrights, trademarks and all other conceivable intellectual property rights related to the Software, the Materials and the Destiny Images are owned by Destiny and are protected by United States copyright laws, international treaty provisions and all applicable law, such as the Lanham Act. You must treat the Software, the Materials and the Destiny Images like any other copyrighted material, as required by 17 U.S.C., §101 et seq. and other applicable law. You agree to use your best efforts to see that any user of the Software licensed hereunder, or the Materials complies with this Agreement. You agree that you are receiving a copy of the Software, including the Destiny Images, and the Material by license only and not by sale and that the "first sale" doctrine of 17 U.S.C. §109 does not apply to your receipt or use of the Software, the Materials or any Destiny Images. This section 5. shall survive the cancellation or termination of this Agreement.

9) No Destiny Warranties. DESTINY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE, THE PRINTED MATERIALS AND THE DESTINY IMAGES. DESTINY DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SOFTWARE WILL MEET YOUR SPECIFIC REQUIREMENTS. ADDITIONAL STATEMENTS SUCH AS PRESENTATIONS, WHETHER ORAL OR WRITTEN, DO NOT CONSTITUTE WARRANTIES BY DESTINY AND SHOULD NOT BE RELIED UPON. This section 9 shall survive the cancellation or termination of this Agreement. 

10) Venue and Liability Limitation. The rights and obligations under this Agreement shall be governed by the laws of the State of California excluding its conflicts of law rules and United States law and international treaties governing copyrights. The application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded. The parties hereby consent and agree that the United States District Court for the Central District of California, Southern Division or the Orange County Superior Court will have exclusive jurisdiction over any legal action or proceeding arising out of or relating to this Agreement, and each party consents to the personal jurisdiction of such courts for the purpose of any such action or proceeding. Each party hereby waives all rights it has or which may hereafter arise to contest such exclusive jurisdiction.

11) IN ANY CASE, NEITHER DESTINY, NOR ANY OF DESTINY'S OFFICERS, EMPLOYEES, DIRECTORS, AGENTS, LICENSEES (EXCLUDING YOU), SUBLICENSEES (EXCLUDING YOU), SUCCESSORS OR ASSIGNS SHALL BE LIABLE FOR LOSS OF DATA, LOSS OF PROFITS, LOST SAVINGS, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR OTHER SIMILAR DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHER LEGAL THEORY EVEN IF DESTINY OR ITS AGENT(S) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF SUCH DAMAGES ARE FORESEEABLE, OR LIABLE FOR ANY CLAIM BY ANY OTHER PARTY. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This section 11 shall survive the cancellation or termination of this Agreement.

12) U.S. Government Restricted Rights. To the extent applicable, the United States Government shall only have those rights to use the Software, the Materials and Destiny Images as expressly stated and expressly limited and restricted in this Agreement, as provided in 48. C.F.R. §§ 227.7202-1 through 227.7204. The Software and all accompanying written materials are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in Restricted Rights in Technical Data and Computer Clause at FAR 52.227-7013(c)(1)(ii) or FAR 52.227-19.

13) General Provisions. Neither this Agreement nor any part or portion hereof shall be assigned or sublicensed by you. Destiny may assign its rights under this Agreement in its sole discretion. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected thereby. If any provision is determined to be unenforceable, you agree to a modification of such provision to provide for enforcement of the provision's intent, to the extent permitted by applicable law. Failure of Destiny to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. If you fail to comply with or breach any term or condition of this Agreement, YOUR LICENSES AND THIS AGREEMENT ARE AUTOMATICALLY TERMINATED, WITHOUT NOTICE. In the event this Agreement is terminated, you shall have no right to use the Software in any manner, and you shal immediately destroy all copies of the Software in your possession, custody or control.

14) YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE, BY LOADING OR RUNNING THE SOFTWARE, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE OR RAM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN DESTINY AND YOU, IF ANY, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO. THIS AGREEMENT SUPERSEDES ALL PRIOR ORAL AGREEMENTS, PROPOSALS OR UNDERSTANDINGS, AND ANY OTHER COMMUNICATIONS BETWEEN DESTINY AND YOU RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

(c) Copyright 1999 Destiny Software Productions Inc. All rights reserved

May 31, 1999