FLATLAND THE MOVIE SCHOOL SITE LICENSE AGREEMENT

This Agreement ("Agreement") is made by and between Flat World Productions, LLC, with a place of business at 1708 Guadalupe St, Austin TX 78701, and the Customer (hereinafter "Licensee”).

Whereas Licensor has developed, owns and is marketing a DVD entitled “Flatland: The Movie” (collectively, the "Work") for educational services, namely, student instruction.

Whereas, Licensee wishes to use the Work in connection with its educational teaching services.

Now, Therefore, for and in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Definitions:

1.1 "School Site" shall mean a school building or campus which is owned and/or operated by Licensee and is clearly identifiable by name and which is under the direction of one principal, headmaster or lead teacher.

1.2 "Employee" means any person who has teaching or administrative duties at the School Site, is paid for those services, and spends more than fifty percent (50%) of the working day at the school site.

1.3 "Associate" shall mean any person associated with the School Site who is not an Employee. Associates include students, parent volunteers, and School Site district officials.

1.4 "Work" shall mean the DVD containing the motion picture “Flatland: The Movie”, Behind the scenes materials, actor interviews, worksheets, workbooks, featurettes and all other materials on the DVD attached hereto and incorporated herein by this reference.

2. Licensee agrees to use and display the Work only at a single School Site.

3. Licensee expressly agrees that it will not: reverse engineer, decompile, or disassemble the Work; place the Work on a network, Web site, or electronic bulletin board; distribute the Work to any person who is not employed at the School Site; or use the Work for any commercial activity, including private tutoring, which is not related to the Employer's official duties at the School Site.

4. It is acknowledged that Licensor owns the Work. Licensee acknowledges that the copyright and title to the Work and all trademarks or service marks relating thereto remain with Licensor. Licensee shall have no right, title or interest in the Work except as expressly set forth in this Agreement.

5. The term of this Agreement ("Term") shall commence upon the Effective Date hereof and shall continue for perpetuity, unless earlier terminated by either party as hereinafter provided. Licensee agrees that upon termination or expiration of this Agreement for any reason, License shall cease all use of the Work and Trademark and destroy or return to Licensor all copies of the Work.

6. Licensor may revoke Licensee's license hereunder in the event that Licensee: violates one or more of the provisions of this Agreement; requests a refund of the license fee; the license fee payment is deemed invalid; and/or the Licensee declares bankruptcy.

7. Licensor warrants that it has the right to license the rights granted under this Agreement to use the Work, that it has obtained any and all necessary permissions from third parties to license the Work, and that use of the Work, in accordance with the terms of this Agreement, shall not infringe the copyright of any third party.

8. Licensor shall not be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Work.

9. Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the information in the Work, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information.

10. Except for the express warranties stated herein, the Work is provided on an "as is" basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written) relating to the Work or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer programs. Licensor further expressly disclaims any warranty or representation to any third party.

11. Licensor shall have sole and exclusive ownership of all right, title and interest in and to the Work and all modifications and enhancements thereof (including ownership of all trade secrets, patents, and copyrights pertaining thereto) subject only to the rights and privileges expressly granted to Licensee pursuant to this Agreement. This Agreement does not provide Licensee with title and/or ownership of the Work, but only a right of limited use. Licensee agrees to keep content free and clear of all claims, liens, and encumbrances.

12. Licensee acknowledges that, in the event of breach of any of the provisions contained in this Agreement, Licensor will not have an adequate remedy in money or damages. Licensor shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Licensor's right to obtain injunctive relief shall not limit its right to seek further remedies.

13. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas without regard to its choice of laws provision. The parties hereby agree that the exclusive jurisdiction for all actions or claims hereunder or relating hereto shall be the state and federal courts of Austin, Texas. The parties hereby irrevocably submit themselves to the jurisdiction of such courts for such purposes and waive any objections to such jurisdiction on the basis of forum non conveniens, or otherwise.

14. If either party brings any action to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.

15. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

16. Neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture, agency relationship or as granting a franchise.

17. Licensee shall pay, and be responsible for any and all sales taxes, use taxes and any other taxes imposed by any jurisdiction as a result of (a) the entry into this Agreement; (b) the performance of any of the provisions of this Agreement; or (c) the transfer of any property, rights or any other grant hereunder.

18. Should any court of competent jurisdiction declare any terms of this Agreement void or unenforceable, such declaration shall have no effect on the remaining terms.

19. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and fully supercedes any and all prior understandings, representations, warranties and agreements between the parties pertaining to the subject matter hereof, and may be modified only by a written agreement signed by both of the parties hereto