YOUR RIGHT TO USE THE CONTENT FILTERS STORED ON THIS FILE ( FILTERS ) IS GRANTED SOL ELY PURSUANT TO THE

TERMS OF THIS END USER LICENSE AGREEMENT ( AGREEMENT ). BY DOWNL OADING THESE FILTERS ONTO YOUR COMPUTER YOU ( LICENSEE ) ARE AGREEING TO THE TERMS A ND CONDITIONS OF THIS AGREEMENT. YOU HAVE A RIGHT TO USE THE CLEARPLAY SOFTWARE ON THE DVD PLAYER WITH THESE FILTERS ONLY. YOUR RIGHT TO USE THE SOFTWARE AND AD DITIONAL CONTENT FILTERS SHALL BE GOVERNED BY THE END USER LICENSE AGREEMENT ACC OMPANYING SUCH CONTENT FILTERS. 1. Internal Use Rights. Licensee is hereby granted a limited, non-exclusive, non -transferable, non-sublicensable right and license to install and use the Filter s on a single DVD player containing ClearPlay functionality for personal use onl y. This is a license not a sale and you understand that except for the foregoing limited license grant, you obtain no other rights in the Filters or the softwar e installed on your DVD Player. 2. Restrictions. Licensee shall not, and shall not attempt to or permit any thir d party to (i) copy the Filters; (ii) reverse engineer, reverse assemble, decomp ile, or attempt to derive source code from the Filters (except to the extent any of the foregoing restrictions are prohibited by applicable law) or (iii) attemp t to circumvent any software protection mechanisms in the Filters. 3. Limitations: Content Filters delivered on files ending in .cpf are only licens ed for use on RCA DVD players with model numbers DRC232N and DRC232NS and/or Max Play DVD Modem players. Files ending with .cpf are not licensed for use with any other DVD player. 4. Termination. Licensee s license may be immediately terminated upon any attempte d violation of the terms of this Agreement. Upon termination of the ClearPlay Me mbership, all Filters, .CPF and .CP2 files must be removed/deleted from the play er and all other locations used for storage of Filter information. 5. No Warranties. NONE OF THE SUPPLIERS OF THE FILTERS MAKES ANY WARRANTIES OR C ONDITIONS, EXPRESS, IMPLIED OR STATUTORY, REGARDING SUCH FILTERS, INCLUDING WITH OUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ACCURACY. YOU ACCEPT THE FI LTERS AS IS AT YOUR OWN RISK. 6. No Indirect Damages. NONE OF THE SUPPLIERS OF THE FILTERS SHALL BE LIABLE TO ANY PARTY (INCLUDING LICENSEE) FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF CO VER OR OTHER SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES A RISING OUT OF THIS AGREEMENT OR THE USE OF THE FILTERS. 7. Third Party Beneficiary. ClearPlay, Inc. shall be a direct and intended third party beneficiary of this Agreement and may enforce it directly against any Lic ensee. 8. Government Restricted Rights. Programs delivered to the U.S. Defense Dept. ar e delivered with Restricted Rights and the following applies: Restricted Rights L egend: Use, duplication or disclosure by Government is subject to restrictions a s currently set forth in subparagraph (c)(1)(ii) of DFARS 252-227-7013, Rights i n Technical Data and Computer Software (October 1988). ClearPlay Inc., 2385 Sout h 300 West, Salt Lake City, UT 84115 Programs delivered to a US Government Agenc y not within the Defense, Dept. are delivered with Restricted Rights as defined in FAR 52.227-14, Rights in Data-General, including Alternate III (June 1987). 9. Export Control. Customer shall comply fully with all laws and regulations of the United States and other countries ( Export Laws ) to assure that none of the Fil ters are (1) exported, directly or indirectly, in violation of Export Laws, or ( 2) are used for any purpose prohibited by Export Laws, including, without limita tion, nuclear, chemical, or biological weapons proliferation.

10. General. This license is governed by the laws of the State of Utah without r egard to its conflict of law rules. This license is the entire agreement between the Suppliers and Licensee. Licensee may not assign this license except in conn ection with the sale of the product accompanying this license. If any provision of this License Agreement is held to be invalid or unenforceable, the remaining provisions of this License Agreement will remain in full force.