RUBBERBALL PRODUCTIONS IMAGE/CD LICENSE AGREEMENT

This license agreement ("Agreement") is between you, the party
licensing imagery through this Agreement ("Licensee"), and RubberBall
Productions ("Licensor"). Licensee's use of the Digital Media as
defined below constitutes your acceptance of the terms of this
Agreement.

1. License Terms
1.1 Covered Materials.
1.1.1 The photographs, fonts, illustrations, film clips, software and
any and all other media and content in any form delivered to Licensee
by Licensor, whether via Email, CD-ROM, DVD-R, by download from
Licensor's website or otherwise (collectively, the "Digital Media") are
licensed, not sold, to Licensee by Licensor for use pursuant to the
terms of this Agreement.
1.1.2 Licensee may own the media on which the Digital Media are
recorded, but Licensor, for itself or on behalf of its contributors,
retains ownership of the Digital Media.
1.1.3 Any reference in this Agreement to the Digital Media shall be to
each individual item within the Digital Media and also to the Digital
Media taken as a whole.

1.2 Permitted / Non-Permitted Uses and Rights.
Subject to the terms of this Agreement:
1.2.1 Licensee has the non-exclusive, non-transferable, non
sublicensable right to copy, reproduce, transmit and display the
Digital Media an unlimited number of times in any and all media for the
following purposes:
. Product Packaging
. Advertising and promotional materials;
. Online or Electronic Distribution Systems, including Web page Design
to a maximum resolution of 72 dpi and 5 inches at its longest
dimension;
. Broadcast and Theatrical Exhibitions;
. Publications and Products not for resale; and
. Any other uses approved in writing by Licensor.
1.2.2 On a product run for resale in excess of 10,000 copies where the
value of the media is based on the Digital Media, an upgraded License
must be purchased from RubberBall for products such as:
. Clothing, greeting cards, stationary, posters, etc.
1.2.3 Licensee has the right to have the Digital Media reproduced by
subcontractors of Licensee, provided that such subcontractors agree to
abide by the restrictions of this Agreement.
1.2.4 Licensee may alter, crop, manipulate and create derivative works
of the Digital Media.
1.2.5 Licensee's rights to the Digital Media are worldwide and
perpetual.
1.2.6 Licensor reserves all rights not expressly granted to Licensee
herein.

1.3 Number of Users / Seat License
Licensee may create a digital library, network configuration, or
similar arrangement to allow the Digital Media to be viewed by
employees, partners and clients of Licensee, but under no circumstance
may the Digital Media be used by more than 10 employees of Licensee.
Licensee must purchase a separate seat license from Licensor for each
additional individual user, before such additional use begins. Contact
RubberBall Productions to negotiate an applicable seat license.

1.4 Restrictions
1.4.1 Licensee may not sublicense, sell, assign, convey or transfer
any of its rights under this Agreement but Licensee may sell or license
derivative works incorporating the Digital Media in accordance with the
Permitted Uses. Licensee may not sell, license or distribute its work
in such a way that Licensee's customer can extract or access the
Digital Media as a stand-alone file.
1.4.2 Digital Media shall not be incorporated into a logo, trademark
or service mark.
1.4.3 Licensee may not post the Digital Media online in a downloadable
format.
1.4.4 If any Digital Media featuring a recognizable model is used in a
manner that would lead a reasonable person to believe that the model
personally uses or endorses a product or service (for example, any
Digital Media is used in a testimonial advertisement), Licensee must
accompany each such use with a statement that indicates that the person
is a model and the Digital Media is being used for illustrative
purposes only. Licensee shall not under any circumstances use a photo
with a recognizable person in a way that may be construed as
humiliating, libelous or defamatory to the person. Any use of one or
more Digital Images in connection with morally sensitive subjects such
as bodily or mental disability, or those subjects unduly controversial
to a reasonable person, must receive an explicit written agreement from
RubberBall Productions allowing each use.
1.4.5 The Digital Media may not be used in a pornographic, defamatory,
libelous or otherwise illegal manner, whether directly or in context or
juxtaposition with other materials.
1.4.6 Licensee must retain the copyright symbol, the name of
RubberBall Productions and the Digital Media's identification number as
part of the electronic file and as otherwise contained on the original
Digital Media.
1.4.7 Licensor grants no rights and makes no warranties with regard to
the use of names, trademarks, trade dress, registered, unregistered or
copyrighted designs or works of art or architecture depicted in any
Licensed Material, and Licensee must satisfy itself that all the
necessary rights or consents regarding any of the above, as may be
required for reproduction, have been obtained.

2. Indemnity
2.1 Licensee agrees to indemnify and hold RubberBall Productions
harmless against all claims arising out of any breach of this
Agreement.

3. Warranties
3.1 Licensor warrants the Digital Media to be free from defects in
material and workmanship for 30 days from delivery. The sole and
exclusive remedy for a breach of the foregoing warranty is the
replacement of the Digital Media.
3.2 LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING
THE DIGITAL MEDIA, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY
FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR
INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR
LOSSES ARISING OUT OF LICENSEE'S USE OF THE DIGITAL MEDIA, THIS
AGREEMENT, ANY INVOICE REGARDING THE DIGITAL MEDIA OR OTHERWISE, EVEN
IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS
OR LOSSES.


4. Termination and Revocation
4.1 The license contained in this Agreement will terminate
automatically without notice from Licensor if Licensee fails to comply
with any provision of this Agreement. Upon termination, Licensee must
immediately (i) stop using the Digital Media, (ii) destroy or, upon the
request of Licensor, return the Digital Media to Licensor (in the case
of analogue materials), and (iii) delete or remove the Digital Media
from Licensee's premises, computer systems and storage (electronic or
physical).
4.2 Licensor reserves the right to revoke the license to use the
Digital Media for good cause and elect to replace such Digital Media
with alternative Digital Media. Upon notice of any revocation of a
license for any particular Digital Media, Licensee shall immediately
cease using such Digital Media and shall ensure that its clients and
customers do likewise.

5. Severability
5.1 If one or more of the provisions contained in the Agreement is
found to be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions shall
not be affected. Such provisions shall be reformed only to the extent
to make it enforceable.

6. Choice of Law
6.1 This Agreement will be governed in all respects by the laws of the
State of Utah, U.S.A., without reference to its laws relating to
conflicts of law. Any disputes arising from this Agreement or its
enforceability shall be settled by binding arbitration to be held in
Orem, Utah. The United Nations Convention on Contracts for the
International Sale of Goods does not govern this Agreement.
6.2 Notwithstanding the foregoing, Licensor shall have the right to
commence and prosecute any legal or equitable action or proceeding
before any court of competent jurisdiction to obtain injunctive or
other relief against Licensee in the event that, in the opinion of
Licensor, such action is necessary or desirable.

7. Waiver
7.1 No action of Licensor, other than express written waiver, may be
construed as a waiver of any provision of this Agreement.


8. Entire Contract
8.1 This contract contains all the terms of the license agreement and
no termsor conditions may be added or deleted unless made in writing
and signed by an authorized representative of both parties.
8.2 This license, dated 12/9/02, takes precedence over all previous
RubberBall Productions Royalty Free License Agreements.


9. Contact Information
RubberBall Productions
102 South Mountain Way Drive, Orem, Utah 84058 U.S.A.
If you have any question, please contact us by phone:
Sales & Support:
1-801-224-6886 (USA & outside USA)
1-888-224-3472 Toll Free (USA):
Fax: 801-224-3353
e-mail: photos@rubberball.com