Software License Agreement

1. Definitions. In this Agreement, "Software" shall mean the machine readable software programs and associated files in this package which relate to MobileSoft Labs Pte Ltd’s MPlayEdit product and any modified version, upgrades and other copies of such programs and files. "Documentation" means the Software-related literature that accompanies the Software.

2. Scope of Use. M.Labs grants to the purchaser and/or the end user as the case may be, the right to copy and use the Software on such number of computers as are indicated on the purchase order accepted by M.Labs and paid for by the Purchaser. An end-user may copy the Software onto multiple computers (office, home, portable) provided that each copy is used by the same single end-user and no one else. A copy of this license form must be provided to, and accepted by, each end-user.

3. Right to Transfer. The Purchaser may not lease, rent or sublicense the Software. However, the Purchaser may transfer the complete Software and Documentation together on a permanent basis provided that the Purchaser terminate all use of it and do not retain any copies, and provided that the recipient formally confirms his acceptance of the terms of this Agreement. Otherwise the Software cannot be conveyed to another person.

4. Proprietary Rights and Obligations. The structure and organization of the Software are valuable trade secrets of M.Labs and its suppliers and have been copyrighted by them. They are licensed to the Purchaser on a non-exclusive basis. The Purchaser agree to hold such trade secrets in confidence and not to violate the copyright. The Purchaser further agree not to translate, create derivative works from, disassemble, decompile or reverse engineer the Software, in whole or in part. The Purchaser will not make or have made, or permit to be made, any copies of the Software, Documentation, or any part thereof, except two (2) copies solely for backup purposes. Any such copies of the Software shall contain the same proprietary notices which appear on or in the Software.

5. No Other Rights. M.Labs and its suppliers retain title and ownership of the Software, the media on which it is recorded, and all subsequent copies of the Software, regardless of the form or media on which the original and other copies may exist. This Agreement does not grant the Purchaser any rights to patents, copyrights, trade secrets, trademarks, or any other rights of ownership in respect of the Software and Documentation. The use of any trademark does not give the Purchaser any rights of ownership in that trademark.

6. Term. The license is effective until terminated. M.Labs has the right to terminate this license immediately if the Purchaser fail to comply with any term of this Agreement. Upon any such termination the Purchaser must destroy the original and any copies of the Software and Documentation and cease all use of the trademarks.

7. Limited Warranty.

(a) The following Limited Warranty extends only to the original end user of this copy of the Software and is effective for a period of sixty (60) days from the date of delivery (the "Limited Warranty Period") as evidenced by a copy of the purchase receipt. M.Labs warrants to the Purchaser that the Software will perform substantially in accordance with the Documentation during the Limited Warranty Period. The Purchaser must report all defects, and return the Software to the location where it is obtained with a copy of the receipt within such period to be eligible for warranty service. There is no warranty after the expiration of the Limited Warranty Period.

(b) If the Software fails to comply with this warranty, M.Labs will, at its option and cost, either provide the corrections required for any errors, replace the Software or refund the license fee for the Software. THE FOREGOING STATES M.LABS'S ENTIRE LIABILITY AND THE SOLE AND EXCLUSIVE REMEDIES FOR M.LABS'S BREACH OF WARRANTY. This Limited Warranty is void if failure of the Software has resulted from accident, abuse or misapplication.

(c) M.LABS DOES NOT WARRANT THE PERFORMANCE, ACCURACY OR RESULTS THAT MAY BE OBTAINED BY USING THE SOFTWARE OR DOCUMENTATION. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, M.LABS MAKES NO WARRANTIES EXPRESS OR IMPLIED, AS TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR ARISING FROM USAGE OF TRADE OR COURSE OF DEALING OR PERFORMANCE.

8. Limit of Liability.

IN NO EVENT WILL M.LABS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, LOSS OF BUSINESS INFORMATION OR BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT, WARRANTY OR OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF A M.LABS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

9. Choice of Law. This Agreement is governed by the laws of the Republic of Singapore.

10. Integration. The Purchaser acknowledge that he has read this Agreement, understand it and that it is the complete and exclusive statement of his agreement with M.Labs which supersedes any prior agreement, oral or written, between M.Labs and the Purchaser. No variation of the terms of this Agreement will be enforceable against M.Labs unless M.Labs gives its prior written consent.

MobileSoft Labs may be contacted at the following address :

MobileSoft Labs Private Limited

32 Maxwell Road, Whitehouse, #03-07. Singapore 069115. Tel: +65 2271877 Fax: +65 2274243