END USER LICENSE AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY - END USER SOFTWARE LICENSE AGREEMENT

THIS IS A LICENSE AGREEMENT (�AGREEMENT�) BETWEEN PLAYFIRST, INC./GAMELAB, LLC

(�LICENSOR�), AND YOU (�LICENSEE� OR �YOU�) FOR USE OF THE ACCOMPANYING SOFTWARE
AND USER DOCUMENTATION (THE �SOFTWARE�). LICENSOR IS WILLING TO GRANT YOU THE
LICENSE TO USE THE SOFTWARE ACCORDING ONLY ON THE CONDITION THAT YOU ACCEPTS ALL
TERMS IN THIS AGREEMENT.

BY CLICKING ON THE �ACCEPT� BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ANY
OF THE TERMS BELOW, LICENSOR IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, AND YOU
SHOULD CLICK ON THE �DO NOT ACCEPT� BUTTON BELOW TO DISCONTINUE THE INSTALLATION
PROCESS. IN SUCH CASE, ANY AMOUNTS ALREADY PAID BY YOU SHALL BE REFUNDED BY
LICENSOR OR THE RETAILER FROM WHICH YOU PURCHASED THE SOFTWARE.
1. COPYRIGHT. The Software is protected by copyright laws and international
copyright treaties, as well as other intellectual property laws and treaties. All
title and copyrights in and to the Software (including but not limited to any
images, photographs, animations, video, music, text and "applets" incorporated into
the Software) and any printed materials accompanying the Software are owned by the
Licensor or its suppliers.

2. GRANT OF LICENSE. The Software is licensed and not sold to you and its use is
subject to this Agreement. Licensor grants You a limited, personal, non-exclusive
license to use the Software in the manner described in the user documentation.
Licensor reserves all rights not expressly granted to You in this Agreement.

3. PERMITTED USES. You may install and use the Software on a single computer. You
may make and maintain one copy of the Software for backup and archival purposes,
provided that the original and copy of the Software are kept in your possession and
you reproduce all copyright and other proprietary notices that are on the original
copy of the Software. You may permanently transfer all your rights under this
Agreement, provided you retain no copies, you transfer all of the Software
(including all component parts, the media and printed materials and any upgrades)
and the recipient reads and accepts this Agreement. Any assignment in derogation of
the foregoing shall be null and void.

4. RESTRICTIONS. You may not delete or obscure any copyright, trademark or other
proprietary notice on the Software or accompanying printed materials. You may not
decompile, modify, reverse engineer, disassemble or otherwise reproduce the
Software. You may not copy, rent, lease, sublicense, distribute, publicly display
the Software, create derivative works based on the Software or otherwise
commercially exploit the Software. You may not electronically transmit the Software
from one computer, console or other platform to another or over a network. You may
not use any backup or archival copy of the Software for any purpose other than to
replace the original copy in the event it�s destroyed or becomes defective.

5. TERMINATION. This Agreement is effective until terminated. You may terminate

this Agreement at any time by destroying the Software. This Agreement will
terminate automatically without notice from Licensor if you fail to comply with any
provision of this Agreement. Upon notice of termination, You agree to promptly
destroy all of your copies of the Software. All provisions of this Agreement as to
warranties, limitation of liability, remedies and damages will survive termination.

6. WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED TO YOU �AS IS� AND LICENSOR AND
ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR
WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS EMPLOYEES, DISTRIBUTORS,
DEALERS, OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY
NEW WARRANTIES.

7. LIMITATION OF REMEDIES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS
OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS
BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA,
INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY
DATA SUPPLIED THEREWITH, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. IN
NO EVENT SHALL THE LIABILITY OF LICENSOR EXCEED THE AMOUNT RECEIVED BY LICENSOR
FROM YOU UNDER THIS AGREEMENT. In jurisdictions that do not allow the exclusion or
limitation of liability for consequential, special or incidental damages,
Licensor�s liability under this Agreement shall be limited to the maximum extent
permitted by applicable law.

8. EXPORT CONTROL. The Software and related technology are subject to U.S. export
control laws and may be subject to export or import regulations in other countries.
You agree to strictly comply with all such laws and regulations and acknowledge
that you have the responsibility to obtain such licenses to export, re-export or
import as may be required.

9. GENERAL. This Agreement will be governed by the laws of the State of California
in the United States of America, without regard to or application of conflicts of
law rules or principles. The Federal and State Courts located in Santa Clara County
shall have sole jurisdiction over any disputes arising hereunder and the parties
hereby submit to the personal jurisdiction of such courts. If any provision of this
Agreement is held to be unenforceable, that provision will be removed and the
remaining provisions will remain in full force. In the event any proceeding or
lawsuit is brought by Licensor or You in connection with this Agreement, the
prevailing party in such proceeding or lawsuit shall be entitled to receive its
costs, expert witness fees and reasonable attorney�s fees, including costs and fees
on appeal. The failure of either party to require performance by the other party of
any provision hereof shall not affect the full right to require such performance at
any time thereafter; nor shall the waiver by either party of a breach of any
provision hereof be taken or held to be a waiver of the provision itself. This
Agreement is the complete and exclusive statement of the agreement between Licensor
and You which supersedes any proposal or prior agreement, oral or written, and any
other communications between the parties in relation to the subject matter of this
Agreement. This Agreement shall not be modified except by a subsequently dated
written amendment or exhibit signed by both parties by their duly authorized
representatives.

THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY.

UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL

PENALTIES.

Copyright 2004, PlayFirst, Inc. All Rights Reserved. PLAYFIRST, the PLAYFIRST
LOGO and DINER DASH are trademarks of PlayFirst, Inc. Protected by copyright and
licenses restricting use, copying, distribution and decompilation.