QV2 Development kit
RESTRICTED INTERNAL USE ONLY LICENSE AGREEMENT

This RESTRICTED USE LICENSE AGREEMENT is by and between 2d3D Inc. a Florida company and
______________________________________________________ (LICENSEE) to define the terms and
conditions under which LICENSEE will receive and use the copyrighted source code development kit (
the "SOFTWARE") to interface with the software known as QV2 T, an OS/2 device driver and
application which facilitates operation of the QuickCAM T digital camera developed and marketed by
Connectix, Inc. under OS/2 WarpT .

LICENSOR grants to LICENSEE a non-exclusive, non-assignable, royalty free license to use the
SOFTWARE exclusively for the purpose of research, experimentation and study by LICENSEE. Use of
the SOFTWARE and any derivation of it that includes the SOFTWARE for any other purposes is
expressly prohibited without the prior written agreement of LICENSOR.
In the course of this use, LICENSEE may create and distribute internally no more than two (2) copies of
the SOFTWARE (modified or unmodified) and will limit the execution of the binaries to two (2)
QuickCAM T system installations using the registered user-name and password listed in the Attachment
A below..

1.  SOFTWARE: After execution of this Agreement, LICENSOR will furnish this LICENSEE the
SOFTWARE, which comprises of a header file,  a library and the QV2T product and such
documentation as LICENSOR chooses to provide.

2.  TITLE: This agreement grants LICENSEE no title or right of ownership to the SOFTWARE no
property rights in any copyrighted materials delivered here under. LICENSEE agrees not to remove
or destroy any proprietary markings, copyright notices or other restrictions placed upon or contained
within SOFTWARE or any related materials.

3.  DISCLAIMER of WARRANTY: LICENSOR provides the SOFTWARE on an "AS IS" basis, and
does not warrant its validity or performance. ALL WARRANTIES INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE ARE HEREBY EXCLUDED.

4.  CONFIDENTIALITY: LICENSEE agrees that all SOFTWARE received under this agreement is
confidential information. LICENSEE convenants that it will use the same degree of care to protect
this confidential information as it uses to protect its own like information.

5.  LIMITATION OF LIABILITY, INDEMNIFICATION: Under no circumstances shall LICENSOR be
liable to LICENSEE or any third party for direct or indirect damages of any character, including,
without limitation, loss of profits, loss of use, loss of goodwill, computer failure or malfunction, even
if advised of the possibility of such damages. LICENSEE agrees to indemnify LICENSOR for any and
all liability LICENSOR may incur as a results of the LICENSEE's use of the SOFTWARE.

6.  LACK OF MAINTENANCE OR SUPPORT SERVICES: LICENSEE understands and agrees that
LICENSOR is under no obligation to provide maintenance or support services, notices of latent
defects, or correction of defects for the SOFTWARE. LICENSEE has an option of negotiating a
separate Agreement which would provide for such services.

7.  ADDITIONAL COPIES: LICENSEE may request authorization to increase the installation base of
the SOFTWARE (modified or unmodified) in the excess of two (2). Such requests will be made in
writing and state the specific number of copies requested and the purpose for the request. Additional
charges of $35 per installation will apply.

8.  DISTRIBUTION:  LICENSOR hereby  notifies LICENSEE that the SOFTWARE has been developed
and copyrighted by Spheredata Ltd, a UK company. Spheredata Ltd has authorized the LICENSOR to
be an exclusive, non-restricted, world-wide market distributor of the SOFTWARE. LICENSOR holds
a non-restricted, fully paid up, exclusive license to the SOFTWARE and intends to market and
distribute the SOFTWARE to other potential users besides LICENSEE.

9.  DISCLOSURE: LICENSEE acknowledges that LICENSOR has a right to disclose the existence of
this agreement and LICENSEE's identity to any LICENSEE of our commercial purpose license.
Likewise, if this LICENSEE later on licenses the SOFTWARE for commercial use, it has the right to
obtain the same information on the restricted use LICENSEEs .

10.  ADMINISTRATIVE FEE: LICENSEE agrees to pay LICENSOR a fee of $35 dollars or 25 British
pounds for use of this RESTRICTED LICENSE which also enables the LICENSEE to utilize all
features of QV2 on upto two (2) installations using a user name and password supplied in the
Attachment A.

11.  FLORIDA LAW: This agreement is deemed to be made under, and shall be governed by the laws of
the State of Florida.


______________________________                             ______________________________________
Senja-Jasenka Petrujkic, President                         Name:                     Title:
2d3D Inc.                                                  Company:
2003 N Swinton Ave.                                        Address:
Delray Beach, FL 33444                                     Date:                                                                                     Date:

Attachment A: Authorized QV2 users and passwords

__________________(User name),  password ____________________, is a registered user of QV2,
Copyright by SphereData Ltd, as granted by 2d3D Inc., a Florida company with non-restricted,  world-
wide rights to distribute QV2  and the QV2 development kit.

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2d3D Incorporated
 Restricted internal use license agreement


