QEDOC SOFTWARE LICENCE AGREEMENT

Version 1.3
27th December 2006

This is a legal agreement between Image Intelligence Software Ltd. and

you, the user. You may not purchase a licence or use this software if
you do not agree to this agreement.

1. TERMINOLOGY AND RELATED DOCUMENTS

1.1 "Image Intelligence": this term shall mean Image Intelligence

Software Ltd. (Registered Number 4121971) being a private company
established, registered and trading in and from the United Kingdom and
being wholly owned by a private group established, registered and
located within the United Kingdom with business address at Underrock
Studios, Symonds Yat, Herefordshire HR9 6BN and with its main trading
website at www.qedoc.com.

1.2 "Licensee": the person or entity obtaining a licence to use

software under this licence agreement.

1.3 "Acceptable Content Guidelines": guidelines for acceptable content

published at http://www.qedoc.com/freekeyguide.php.

1.4 "Creative Commons Attribution Non-Commercial Share-Alike Licence":

a licence agreement template made available by Creative Commons, a not-
for-profit organisation with its main website at
http://www.creativecommons.com. Creative Commons is not affiliated with
Image Intelligence.

1.5 "GNU Free Documentation Licence": a licence agreement template made

available by the Free Software Foundation, a not-for-profit
organisation with its main website at http://www.gnu.org. The Free
Software Foundation is not affiliated with Image Intelligence.

2. THE SOFTWARE AND SERVICES

2.1 The Software referred to in this Agreement is educational software

marketed under the "Qedoc" brand name and owned and copyrighted by
Image Intelligence Software Ltd and its licensors. The purpose of the
software is the creation, preparation and playback of educational
training and testing modules. All rights in the Software are reserved
save as explicitly granted elsewhere in this agreement.

2.2 A Module is a data file created or played by the Software when used
by the Licensee. Copyright in the educational and artistic content of
Modules remains with their author(s) and licensors. The Modules are
distributed in an encrypted format with a proprietary data structure.
The encryption procedures and keys and the format of the data
structures are the copyright of Image Intelligence and its sublicensors.

2.3 The Software includes distinct subcomponents referred to as the

"Qedoc Quiz Maker" and "Qedoc Quiz Player". The purpose of the Qedoc
Quiz Player is restricted to the interactive playback of educational
modules. The purpose of the Qedoc Quiz Maker is the creation,
modification and testing of those modules.

2.4 The package in which the Software is supplied may contain further
software such as sample modules provided by Image Intelligence or 3rd
party software. Such software is covered by separate agreements
attached to the software in question.

2.5 The Software is partially integrated with or links to web pages and
scripts hosted on the web site of Image Intelligence. Such pages and
scripts and the functionality provided by them, such as Learning
Communities, collectively form what shall be called the "Services".
This Agreement extends to the
use of these Services insofar as access to these services is integrated
into the Software. If the Licensee accesses the same Services using any
other software such as a web browser, this falls under the legal
agreement(s) covering use of the Image Intelligence website(s)
published on those website(s).

2.6 Support is not included under this agreement but may be provided
under a separate agreement by Image Intelligence at its own discretion.

3. GRANT OF LICENCE

3.1 By downloading, purchasing, installing or obtaining in any other

manner the Software, the licensee agrees to this licence agreement.
Under this licence agreement Image Intelligence grants the licensee a
licence to use the Software in the manner described in the online
documentation or on the product interface. The Software is licensed,
not sold.

3.2 The Licensee may not rent, lease, redistribute or resell the
Software or any copy of it, save as explicitly agreed elsewhere in this
agreement. The licensee may not modify, reverse engineer, decompile or
disassemble the software, the programme code or any part of it, nor
allow any such activity on the part of any third party.

3.3 The Licensee may not reverse engineer, decompile, disassemble nor
attempt to analyse the byte code of the Modules, nor allow any such
activity on the part of any third party. Modules may only be accessed
and modified using the Software. The licence extends only to the object
code, not the source code.

3.3 The Licensee may make reasonable use of the Services for such time
as they continue to be made available. In the interests of the proper
running of its business and website, Image Intelligence may restrict or
apply conditions to the access to any or all of the Services, provided
that the Licensee is explicitly made aware of this when attempting to
access the services and is given an opportunity to discontinue access
if new conditions apply.

3.4 All licences are non-transferable, non-exchangeable and non-

refundable, save as explicitly stated elsewhere in this agreement.

4. ADDITIONAL GRANT-OF-LICENCE TERMS FOR THE QEDOC QUIZ MAKER

4.1 Trial or anonymous use. If the Licensee does not obtain a
contributor identification code from Image Intelligence, or has not
done so yet, the Licensee is not entitled to use or distribute any
Modules which they have edited with the Qedoc Quiz Maker. Use by the
Licensee is limited to evaluation purposes without attempting to load
any Modules which they have edited with the Qedoc Quiz Maker into any
copy of the Qedoc Quiz Player.

4.2 Free use. Image Intelligence may at its discretion issue a free
contributor identification code to the Licensee for use of this
software.
4.2.1 Issue of a free contributor identification code is subject to the
condition that the Licensee will not distribute any Modules unless all
of subconditions 4.2.1.1 to 4.2.1.4 are fulfilled.
4.2.1.1 The Licensee must provide to Image Intelligence a copy of each
Module intended for distribution.
4.2.1.2 The Module must conform to the Acceptable Content Guidelines
published at the time of the Module being presented to Image
Intelligence.
4.2.1.3 The Licensee must release the Module under the Creative Commons
Attribution Non-Commercial Share-Alike Licence.
4.2.1.4 The Licensee may not distribute the Module for commercial gain
and may only distribute the Module free of charge.
4.2.2 Image Intelligence is also bound by the terms of the Creative
Commons Attribution Non-Commercial Share-Alike Licence when
distributing any Modules provided by the Licensee.
4.2.3 Image Intelligence may at its discretion publish such Modules,
but is not obliged to do so and is entitled to subsequently withdraw
any Modules from publication. Image Intellgence will not charge
recipients for online distribution of such Modules, but if distributing
Module collections on CD-ROM or other non-web-based digital media,
Image Intelligence is entitled to offer such media for sale at a price
which covers distribution costs such as postage, packing, packaging and
preparation of physical media.
4.2.4 If the Licensee is in breach of those parts of the Acceptable
Content Guidelines which relate to immoral or illegal content, Image
Intelligence is entitled to refuse all further Modules from the
Licensee.

4.3 Paid-up use. If the Licencee purchases a contributor identification

code from Image Intelligence, sections 4.1 and 4.2 and their respective
subsections do not apply.
4.4 Contributor identification code are valid for use of the Software
only on one computer and only by the person named when the contributor
identification code is obtained.

5. REDISTRIBUTION

5.1 The Licensee is not entitled to redistribute any part of the

Software save as explicitly provided for below.
5.2 A Licensee registered under sections 4.2 or 4.3 is entitled to
redistribute the Qedoc Quiz Player in conjunction with Modules created
or modified by the Licensee, subject to the following conditions.
5.2.1 The Licensee shall make all reasonable efforts to redistribute
only the most recent version of the Qedoc Quiz Player.
5.2.2 The Licensee is not entitled to sell, rent or otherwise obtain
money or other recompense for the Qedoc Quiz Player.
5.2.3 The Licensee shall distribute the Qedoc Quiz Player unmodified
and only in the form of the original installation package (ZIP file)
obtained from Image Intelligence.
5.2.4 In all documentation accompanying any redistributed material, the
Licensee shall give credit to Image Intelligence and state that the
Qedoc Quiz Player can be obtained free of charge from
http://www.qedoc.com.
5.3 If media or documentation resources are embedded into Modules, and
if such media or documentation have previously been licenced by their
author under the GNU Free Documentation Licence, and if the Licensee so
marks the media or documentation when embedded into the Module, then
nothing in this licence shall be construed as restricting the GNU Free
Documentation Licence insofar as it applies to such media or
documentation resources.

6. GUARANTEE, LIABILITY AND REFUNDS.

6.1 All Software and Services are provided "as-is" and without any kind
of guarantee. To the maximum extent permitted by applicable law, Image
Intelligence disclaims all representations, warranties, conditions and
other terms, either express or implied, including but not limited to
implied warranties and/or conditions of merchantability and fitness for
a particular purpose, with regard to the software and the accompanying
written material.

6.2 LIABILITY EXCLUSION. THE AUTHOR, COPYRIGHT HOLDERS AND DISTRIBUTORS

OF THIS SOFTWARE SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER
PECUNIARY, INTELLECTUAL OR PERSONAL LOSS) SUFFERED BY ANYONE AS A
RESULT OF USING (WHERE "USE" INCLUDES, BUT IS NOT LIMITED TO, BOTH
DESIGNING A WEB SITE AND VISITING A WEB SITE WHERE THE SOFTWARE IS IN
USE), MODIFYING OR DISTRIBUTING THIS SOFTWARE. NO GUARANTEE OR
REPRESENTATION, EITHER EXPRESS OF IMPLIED, IS MADE ABOUT THE SOFTWARE'S
SUITABILITY FOR ANY PURPOSE. IF APPLICABLE LAW DOES NOT PERMIT SUCH
LIABILITY EXCLUSION, THE LIABILITY OF THE AUTHOR, COPYRIGHT HOLDERS AND
DISTRIBUTORS SHALL BE LIMITED TO THE PURCHASE PRICE OF THE SOFTWARE.
THE LICENCE DOES NOT EXTEND TO USE OF THE SOFTWARE IN JURISDICTIONS
WHERE LIABILITY MAY EXCEED THE PURCHASE PRICE OF THE SOFTWARE.

6.3 Refund Policy. (i) In conformity with DIRECTIVE 97/7/EC OF THE

EUROPEAN PARLIAMENT AND OF THE COUNCIL of 20 May 1997 on the protection
of consumers in respect of distance contracts, article 6, paragraph 3,
there is no general right of withdrawal from the contract by the
licensee and no refund right due to the following reasons: "the
consumer may not exercise the right of withdrawal provided for in
paragraph 1 in respect of contracts:
- for the provision of services if performance has begun, with the
consumer's agreement, before the end of the seven working day period
referred to in paragraph 1,....
- for the supply of goods made to the consumer's specifications or
clearly personalized or which, by reason of their nature, cannot be
returned or are liable to deteriorate or expire rapidly,
- for the supply of audio or video recordings or computer software
which were unsealed by the consumer,..."
7. BREACH AND TERMINATION.

If any part of this agreement is broken by the licensee, all rights to

use the Software and Services granted under this Agreement are revoked
and the Software and any copies possessed by the Licensee must be
destroyed. This does not exclude further criminal or civil proceedings
against the Licensee.

8. GENERAL TERMS

8.1 HEADERS. Headers appear for convenience and do not affect the
construction of the whole or any part of this Agreement.

8.2 NOTICES. All notices required to be sent hereunder shall be in

writing and shall be deemed to have been given upon the date sent by
confirmed facsimile or postal service to the addresses set forth above
and to the attention of the signatory of this Agreement or to such
other address or individual as the parties may specify from time to
time by written notice to the other party.

8.3 ASSIGNMENT. Neither this Agreement nor any rights granted hereunder
may be sold, issued, assigned, or otherwise transferred, in whole or in
part, by either party, and any such attempted assignment shall be void
and of no effect, save as explicitly set out above.

8.4 INDEMNITY. The Licensee shall indemnify and keep Image Intelligence
indemnified from and against any liability of any kind to any third
party howsoever arising (whether in contract, tort or otherwise and
including, but not limited to, liability arising from the negligence of
the Licensee) in respect of or in connection with: any loss, injury or
damage of any kind (whether direct, indirect or otherwise and including
but not limited to any loss of profit and/or any incidental,
consequential or special loss or damage of any description) arising out
of in respect of or in connection with (i) the Software and Services
provided under this Agreement, (ii) the Licensee 's use of, misuse of
or inability to use the Software and Services, (iii) the publication of
the Licensee's Modules by Image Intelligence.

8.5 MAXIMUM LIABILITY. The maximum liability of Image Intelligence in

any action related to this Agreement will be limited to the purchase
price of the Software and Services.

8.6 SEVERABILITY. In the event any provision of this Agreement is held

to be invalid or unenforceable, the remaining provisions of this
Agreement will remain in full force.

8.7 NO WAIVER. The waiver by either party of any default or breach of

this Agreement shall not constitute a waiver of any other or subsequent
default or breach.

8.8 EXPIRY OF OBLIGATIONS. Except for actions for non-payment or breach

of the Image Intelligence's proprietary rights in the Software, no
action, regardless of form, arising out of this Agreement may be
brought by either party more than one year after the cause of action
has accrued.

8.9 GOVERNING LAW. This Agreement shall be governed by and construed in

accordance with the laws of England without regard to its conflict of
law provisions.

8.10 FORUM SELECTION. The Licensee consents to, and agrees that
Licensee is subject to, the exclusive jurisdiction of the courts of
England with respect to any actions arising out of or relating to this
Agreement. The submission by either party to such jurisdiction shall
not however limit the right of the Image Intelligence to commence any
proceedings arising out of this Agreement in any other jurisdiction it
may consider appropriate.

8.11 ENTIRE AGREEMENT. This Agreement, together with the attached

exhibits which are incorporated by reference, constitutes the complete
agreement between the parties.

8.12 AMENDMENTS. This Agreement shall not be modified or amended except

in writing executed by each of the parties.