SECTION 1 - DEFINITIONS

1.1 Licensed Products. "Licensed Products" shall mean any and all three-dimensional computer models, objects, datasets, databases, textures, images, products, designs, and other subject matter related thereto listed in Exhibit A attached hereto and incorporated herein by reference and which are hereby licensed to DAZ3D by Licensor, along with Licensor's Verification of ownership of Licensed Products attached hereto as Exhibit B and incorporated herein by reference.

1.2 Licensed Intellectual Property. "Licensed Intellectual Property" shall mean any and all patents, trade secrets, copyrights, trademarks, trade names, license rights, and any other intellectual property, which relate to or form any part of the Licensed Products listed in Exhibit A.

1.3 Net Sales Revenue. "Net Sales Revenue" for the Licensed Products shall be the gross sales price(s) paid for the Licensed Products sold or licensed to DAZ3D (minus rebates, refunds, discounts, and the like).

SECTION 2 - LICENSE

2.1 Grant of License. Licensor hereby grants to DAZ3D, and DAZ3D hereby accepts (a) an exclusive, world-wide license to publish, market, distribute, sell, and translate all Licensed Products and Licensed Intellectual Property, and (b) an exclusive, world-wide license to use, modify, reproduce, and otherwise exploit the same, and use generally all trademarks, trade names, and service marks of Licensor for DAZ3D's marketing purposes (all of which licenses are referred to herein collectively as the "License"). Under the License, DAZ3D reserves all rights exercisable in its sole discretion, to:

a) translate and modify to affect such translation, use, reproduce, market, distribute, sell, and license the Licensed Products in any Poser acceptable format and on any computer hardware platform.

b) license any or all Licensed Products under DAZ3D's license, or end-user agreement; and

c) all marketing and pricing decisions regarding the licensed products.

2.2 Restrictions of License. The license rights in Section 2.1 do not grant DAZ3D the right to modify Licensed Products in any manner to create derivative works without prior written consent from the Licensor.

2.3 Licensor's License. While DAZ3D's rights hereunder are exclusive, Licensor shall retain a right to use the Licensed Products under DAZ3D's standard end-user agreement.

2.4 Future Licensed Products. Each future Licensor product added to this agreement by mutual agreement of the parties shall be described in an Addendum to Exhibit A hereto and labeled Exhibit A-2, Exhibit A-3, and so forth, signed by both parties, and shall thereafter be treated in all respects as a Licensed Product under this agreement from that time forward. Each Addendum to Exhibit A may also contain royalty rates applicable only to the products described in that addendum. If no royalty rates are included in the addendum, the royalty rates referenced in Sections 3.1 and 3.2 shall apply.

SECTION 3 - CONSIDERATION

3.1 Royalty. Licensor shall be entitled to a royalty equal to fifty percent (50%) of the Net Sales Revenue of all Licensed Products sold by DAZ3D during the term hereof, unless otherwise specified in Exhibit A. There are no royalties, fees or any other compensation payable to Licensor under this agreement except as expressly specified in this Section 3.

3.2 Royalty Payments. DAZ3D shall pay to Licensor the royalty due under paragraph 3.1 on a monthly basis. The royalty payment for each month shall be sent out to the Licensor within thirty (30) days after the end of the month. The royalty shall be paid in United States dollars. The royalty and the Net Sales Revenue shall be determined according to the definitions set forth above and, in the event of any uncertainty beyond said definitions, in accordance with generally accepted accounting principles consistently applied. DAZ3D shall be responsible for maintaining adequate books and records for this purpose and shall make such books and records available to Licensor for inspection upon reasonable notice during reasonable business hours.

3.3 No Royalty Obligation. DAZ3D shall have no royalty obligation to Licensor for copies of any Licensed Products by DAZ3D for show evaluation, or advertising purposes. Distribution of all such copies shall be agreed upon by both parties.

SECTION 4 - OWNERSHIP; CONFIDENTIALITY; AND LITIGATION RESPONSIBILITY

4.1 Ownership. Consistent with Exhibit B attached hereto, Licensor hereby warrants (a) its exclusive ownership of all Licensed Products and Licensed Intellectual Property listed in Exhibit A (b) Licensor's rights and privileges to Licensed Product's use and distribution, or has a valid and enforceable license to such from the owner, and has the right to transfer such rights to DAZ3D. This agreement does not, however, transfer actual ownership thereof to DAZ3D. DAZ3D shall recognize Licensor as the licensor and/or creator of the Licensed Products in a manner consistent with the way it recognizes all of its other licensors.

4.2 Non-disclosure. DAZ3D agrees to treat the Licensed Intellectual Property with the same degree of confidentiality with which DAZ3D protects its own proprietary products, data, and confidential information, if any such confidential material clearly marked "Confidential" by Licensor, except for (a) data or confidential information generally available to the public without DAZ3D's fault, (c) data or confidential information that was rightfully in the possession of DAZ3D prior to this agreement, (d) data or confidential information that was lawfully disclosed to DAZ3D by a third party not under any obligation to Licensor with respect hereto, or (e) data or confidential information that is disclosed to a third party by DAZ3D with Licensor's prior approval. In order to be deemed confidential for purposes of this paragraph, Licensor must label or otherwise visibly identify any such data or information as confidential or in connection with any delivery of the same to DAZ3D.

4.3 Obligation to Inform. Licensor shall promptly inform DAZ3D of (a) any infringement or alleged infringement of any Licensed Intellectual Property, and (b) any claim, suit, or threat that may affect any Licensed Product or DAZ3D's right hereunder.

4.4 Right to Bring and Defend Law Suits. DAZ3D shall have the right, but not the obligation, to bring, defend, control, and settle, in DAZ3D's name any lawsuits and arbitrations relating to the Licensed Products and/or the Licensed Intellectual Property.

4.5 Costs and Expenses. Licensor shall pay all reasonable costs and expenses (including attorney's fees) incurred by DAZ3D in connection with any sustained claim, litigation, or arbitration concerning Licensor's ownership of, or rights to, any Licensed Products or Licensed Intellectual Property, or DAZ3D's rights granted hereunder. If Licensor elects to assume primary responsibility for such litigation or arbitration, Licensor shall pay all reasonable costs, expenses, and attorney's fees incurred therein, and shall consult DAZ3D on all proceedings, strategies, and settlements pertaining thereto.

SECTION 5 - ADDITIONAL WARRANTIES

In addition to the other warranties herein, both express and implied, the parties hereto also warrant as follows:

5.1 No Conflict. Each party warrants that it has the right to enter into this agreement; that execution of this agreement has been duly authorized by appropriate consents or resolutions of their respective partners or governing boards; and that this agreement is not in conflict with any other agreement or obligation.

5.2 Intellectual Property. Licensor warrants that: (a) Licensor is the sole owner, free and clear, of all Licensed Intellectual Property and the Licensed Products or has a valid license from the owner thereof (see Exhibit B attached hereto); (b) all Licensed Intellectual Property rights are valid and enforceable; and (c) the Licensed Products licensed to DAZ3D under this agreement will not, when used and exploited by DAZ3D as permitted under this license, infringe or violate any intellectual property right of any other person or entity.

5.3 Additional Warranty. Licensor grants that: (a) no other license related to any Licensed Products or any Licensed Intellectual Property has been granted to any other person or entity that would contradict, invalidate, or constitute a breach of the License; and (b) no such other license will be granted to any third party during the term hereof.

SECTION 6 - INDEMNIFICATION

In the case of any breach by either party hereto of any express covenant or warranty set forth in this agreement, the breaching party shall indemnify the non-breaching party and its directors, officers, employees, representatives, and successors against, and hold them harmless from, any and all sustained claims, causes of action, losses, damages, judgements, settlements, liabilities, and reasonable costs and expenses (including attorney's fees) arising from any fact or circumstance constituting a breach by Licensor during the term amounts owed by Licensor to DAZ3D under this indemnification or by virtue of any other material breach of this agreement by Licensor. In order to qualify under this indemnification, any such breach must be the subject of a specific finding of material breach by authorized arbitrators or a court of competent jurisdiction. Payment shall not be deemed a condition precedent to the enforcement of any non-breaching party's rights under this section.

SECTION 7 - TERM AND TERMINATION

The term of the License shall be perpetual, beginning on the effective date of this agreement. During the term, this License can be terminated by either party by sending a written notice to the other party expressing the desire to terminate ten (10) business days in advance. In the case of a partial discontinuation, this agreement shall be deemed terminated only with respect to those particular Licensed Products discontinued by DAZ3D and/or the Licensor, and this agreement shall remain in full force and effect with respect to all Licensed Products not discontinued.

SECTION 8 - GENERAL PROVISIONS

8.1 Good Faith. The parties hereto mutually agree to exercise their best efforts in good faith to fulfill the purposes of this agreement, and to fully cooperate with each other to that end, to the extent that the consent or cooperation of any third party is required to fulfill the purposes of this agreement, the parties hereto agree to exercise their best efforts to obtain such consent or, if such consent is not obtainable, to cooperate in any reasonable arrangements designed to provide the parties with benefits or equivalent result of such by other reasonable and lawful means.

8.2 No Fiduciary or Agency Relationship. The parties hereto expressly disclaim and disavow any partnership, joint venture, fiduciary, agency, or employment status or relationship between them and expressly affirm that they have entered into this agreement as independent contractors and that the same is in all respects an "arms-length" transaction. No party hereto has the authority to make any representation or warranty or incur any obligation or liability on behalf of any party hereto, nor shall they make any representation to any third party inconsistent with this paragraph, except expressly permitted elsewhere in this agreement.

8.3 Paragraph Headings. The paragraph headings of this agreement are inserted only for convenience and in no way define, limit, or describe the scope or intent of this agreement nor affect its terms and provisions.

8.4 Confidentiality. The parties hereto agree that they will maintain the terms and conditions of this agreement as confidential, and that neither party hereto shall disclose the terms and conditions of this agreement to any third party without the express written consent of the other party hereto.

8.5 Governing Law. This agreement shall be governed, construed and enforced in accordance with the laws of the United States of America. Any litigation or arbitration between the parties shall be conducted in either Provo or Salt Lake City, Utah, USA, and the parties hereby submit themselves to such jurisdiction and venue. The parties have selected the English language to define, govern, interpret their rights and obligations under this agreement.

8.6 Attorneys' Fees. In the event of any litigation or arbitration between the parties, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs and expenses, including, without limitation, all attorneys' fees, arbitration fees and court costs, incurred by the non-prevailing party. Such relief shall be in addition to any other relief, award, or damages to which the prevailing party may be entitled.

8.7 Assignments. Neither party shall assign this agreement without first obtaining the written consent of appropriate Licensor except in the event of the assignment to a person or entity who purchases or acquires DAZ3D or substantially all the assets of DAZ3D.

8.8 Severability. In the event that any provision of this agreement, or any operation contemplated hereunder, is found by a court of competent jurisdiction or arbitration, to be inconsistent with or contrary to any applicable law, ordinance, or regulation; such laws, ordinances, and/or regulations shall be deemed to control, and the agreement shall be regarded as modified accordingly, consistent with the parties' expressed intent and to the maximum extent permitted by law, and the remainder of this agreement shall continue in full force and effect.

8.9 Survival. The parties' respective obligations, covenants, indemnities, representations, and warranties in this agreement shall survive termination hereof unless indicated otherwise by their express terms.

8.10 Final Agreement. This agreement constitutes the final and complete agreement between the parties concerning the subject matter of this agreement and supersedes all prior agreements, understandings, negotiations, and discussions, written or oral, between the parties with respect thereto. Any modification, revision, or amendment of this agreement shall not be effective unless made in a writing executed by both parties. Any waiver of, or promise not to enforce, any right under this agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise.

8.11 Binding Effect. This agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, personal representatives, successors, and permitted assigns.