### SHOESTRING GRAPHICS SOFTWARE LICENSE AGREEMENT

SOFTWARE LICENSE AGREEMENT

This Software License Agreement ("Agreement") is between Shoestring Graphics ("Developer") and the purchaser ("Licensee").

Developer has developed and licenses to users its software program marketed under the name Shoestring Shaders (the "Software").

Licensee desires to utilize a copy of the Software.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, Developer and Licensee agree as follows:

1. License.
Developer hereby grants to Licensee a perpetual, non-exclusive, limited license to use the Software as set forth in this Agreement. There is no limitation on number of copies installed, however only one may be used by the Licensee at any time. All other rights are retained by Shoestring Graphics. Ownership and title are retained by Shoestring Graphics.

No part of the Software or accompanying documention may be redistributed for any purpose. Art, images and applications of the Software created soley by the Licensee remain the sole property of the Licensee.

2. Restrictions.
Licensee shall not modify, decompile, reverse engineer, license or sublicense the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of Developer.

3. Warranty of Title.
Developer hereby represents and warrants to Licensee that Developer is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this Agreement. In the event any breach or threatened breach of the foregoing representation and warranty, Licensee's sole remedy shall be to require Developer or to either: i) procure, at Developer's expense, the right to use the Software, ii) replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach, or iii) refund to Licensee the full amount of the license fee upon the return of the Software and all copies thereof to Developer.

4. Disclaimer of Warranty.
The software is supplied on an as is basis.No warranty of any kind is made, express or implied, as to merchantability or function. DEVELOPER'S WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5. Software Maintenance.
Developer shall provide to Licensee any new, corrected or enhanced version of the Software as created by Developer. Such enhancement shall include all modifications to the Software which increase the speed, efficiency or ease of use of the Software, or add additional capabilities or functionality to the Software, but shall not include any substantially new or rewritten version of the Software.

6. Limitation of Liability.
Developer shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether Developer was advised of the possibility of such losses in advance. In no event shall Developer's liability hereunder exceed the amount of license fees paid by Licensee, regardless of whether Licensee's claim is based on contract, tort, strict liability, product liability or otherwise.

7. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the state of Massachusetts.

8. Export.

The software may not be downloaded by any person in an embargoed destination. The term "embargoed destination" means Cuba, Iraq, Libya, North Korea, Yugoslavia (i.e., Serbia and Montenegro) and certain parts of Croatia and Bosnia-Hercegovina. The software may not be downloaded by any person or entity on the US Treasury Department’s list of Specially Designated Nationals, or on the list maintained by the Department of Commerce’s Bureau of Export Administration, the Table of Denial Orders.

9. No Assignment.
Neither this Agreement nor any interest in this Agreement may be assigned by Licensee without the prior express written approval of Developer.

10. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties. Any breach of the terms of this license by the Licensee automatically terminate the license. All copies of the software must be deleted if this license is terminated.

11. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

12. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.