MINDJET LLC END USER LICENSE AGREEMENT AND WARRANTY DISCLAIMER MINDMANAGER X5 PRO AND X5 EDITIONS NOTICE: This

is a legally binding contract between you, the end user, and MINDJET LLC. This contract contains two sections. Section A pertains to the MindManager license agreement by MINDJET LLC. Section B pertains to the SOAP Toolkit license agreement by MICROSOFT CORPORATION. Section A MINDJET LLC ("Mindjet" or "LICENSOR") LICENSES THE ENCLOSED SOFTWARE TO YOU ("USER" or "LICENSEE") ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMS CAREFULLY. BY OPENING THIS PACKAGE, BREAKING THE SEAL, CLICKING ON THE AGREE OR YES BUTTON OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, OR LOADING THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK ON THE I DO NOT AGREE, NO BUTTON, OR MAKE NO FURTHER USE OF THE SOFTWARE. IF YOU DO NOT AGREE TO THESE TERMS, THEN MINDJET IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH EVENT YOU SHOULD RETURN THE FULL PURCHASED PRODUCT WITH PROOF OF PURCHASE TO LICENSOR OR THE DEALER FROM WHOM IT WAS ACQUIRED WITHIN 15 DAYS OF PURCHASE, AND YOUR MONEY WILL BE REFUNDED. LICENSE AND WARRANTY: The software that accompanies this license, including the clip art and images (collectively, the "Software") is the property of Mindjet or its licensors, and is protected by copyright and other intellectual property law. Although Mindjet at all times owns the Software, you will have certain rights to use the Software after your acceptance of this license. Except as may be modified by an addendum which may accompany or be added to this license, Your rights and obligations with respect to the use of this Software are as follows: You may: (i) use one copy of the specified edition of Software and documentation on a single computer, and only by one user. If you have purchased multiple licenses for the Software, as indicated as "Quantity" or "Number of Licenses" on the invoice, Quotation or electronic confirmation issued by Mindjet or its Resellers, then at any time you may have as many copies of the Software in use as you have licenses. The Software is in use on a computer when it is loaded into the temporary memory (i.e. RAM) or installed into the permanent memory (e.g. hard disk, CD-ROM, or other storage device) of that computer; (ii) use the Software on a network, provided that Licensee has a licensed copy of the Software for each computer that can access the Software over that network; (iii) use the Software on a personal digital assistant ("PDA") such as a Palm OS or on a Pocket PC, provided that Licensee has purchased a licensed copy of the Software for each Palm OS or Pocket PC that uses the Software; (iv) make one copy of the Software for archival purposes, or copy the Software onto the hard disk of Your computer and retain the original for archival purposes; (v) after written notice to Mindjet, transfer the Software on a permanent basis to another person or entity, provided that you retain no copies of the Software and the transferee agrees to the terms of this agreement; (vii) use the SmartMapX Technology to access Web Services subject to your assent to the Terms and Conditions of each Web Service, including your agreement not to resell, repackage or retransmit content and data from the Web Services or RSS feed or any other XML based services; and (viii) use the clip art and images only in combination with the Software. You may not: (i) rent, lease, copy, distribute, license, or otherwise transfer the Software or its documentation to any other party. Licensee may make a reasonable number of back-up copies for archival purposes only. The Software contains copyrighted material, trade secrets and other proprietary material. If Licensee has the right to duplicate the Software for multiple Users, then Licensee must reproduce on all such copies of the Software the copyright notices and any other proprietary legends that were on the original copy of the Software; or (ii) decompile, reverse engineer, disassemble, translate, make any attempt to discover the source code of the Software or otherwise reduce the Software to a human perceivable form, or modify, network, or create derivative works based upon the Software or the documentation in whole or in part, nor permit any other party to do so.

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Notwithstanding anything herein, if the Software is lawfully acquired outside of the United States within a jurisdiction which is a member of the European Union subject to the EEC Council Directive 91/250/EEC of May 14, 1991, Licensee agrees that within that jurisdiction it shall not, and shall not allow any party on Licensee's behalf to, attempt to reverse engineer or decompile the Software into another computer language, except as expressly and specifically provided in the EEC Council Directive 91/250/EEC of May 14, 1991. Any and all information obtained during such lawful reverse engineering and/or decompiling activities, including but not limited to, the organization, logic, algorithms and processes of the Software, shall be deemed to be the confidential and proprietary information of Mindjet or its Licensors. Licensee shall not make copies of the copyrighted Software documentation without the prior written permission of Mindjet provided that for electronic transactions. Licensee may make one (1) hard copy of such documentation for each User. Intellectual Property and Duplication of Software: The Software contains copyrighted material, trade secrets and other proprietary material. If Licensee has the right to duplicate the Software for multiple Users, then Licensee must reproduce on all such copies of the Software the copyright notices and any other proprietary legends that were on the original copy of the Software. Technical Support: Licensee must register the Software in order to be eligible for free technical support during the first 30 days after purchase. Use of technical support services is governed by the policies and programs described in the "online" documentation, the user manual, or the Support Packages Agreement. Thirty Day Money Back Guarantee: If you are the original Licensee of this copy of the Software and are dissatisfied with it for any reason, you may return the complete product, together with your receipt, to Mindjet or an authorized dealer, postage prepaid, for a full refund at any time during the thirty-day period following the delivery to you of the Purchased Software. Export Law Assurances: You are responsible for complying with all trade regulations and laws both foreign and domestic. You acknowledge that none of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into Afghanistan (Taliban-controlled areas), Cuba, Iran, Iraq, Libya, North Korea, Serbia (except Kosovo), Sudan and Syria or any other country subject to a U.S. embargo; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Parties List or Entity List. By using the Software you are agreeing to the foregoing and are representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied you export privileges, (ii) you are not located in or under the control of a national or resident of any such country or on any such list, and (iii) you will not export or re-export the Software to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls as defined by EAR, 15 C.F.R. Parts 730-774, and BXA (http://www.bxa.doc.gov). Data Collection and Privacy Policy: You acknowledge and agree that Mindjet may collect and retain information about you, such as your name, address, and e-mail address. You also understand that Mindjet may employ other companies to perform functions on our behalf, such as fulfilling orders, delivering packages, sending postal mail and email, providing marketing assistance, and processing credit card payments. These companies may have access to personal information needed to perform their functions, and may not use such information for other purposes. By assenting to this agreement, you agree that you have read and understand our Privacy Policy. For more detailed information, http://www.mindjet.com/us/privacy.php. Termination: This License is effective until terminated. Licensee may terminate this License at any time by destroying all copies of the Software and its documentation. This License will terminate immediately without notice from Mindjet if Licensee fails to comply with any provision of this License. Upon termination, Licensee must destroy all copies of the Software and its documentation and cease and desist from any further use of the Software. Limited Warranty: Mindjet warrants that the media on which the Software is distributed will be free from defects, and that the Software shall perform substantially as described in its documentation for a period of sixty (60) days

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from purchase. Your sole remedy in the event of a breach of this warranty will be that Mindjet will, at its option, replace any defective media returned to Mindjet within the warranty period or refund the money you paid for the Software. Mindjet does not warrant that the Software will meet your requirements or that operation of the Software will be uninterrupted or that the Software will be error-free. THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY. Disclaimer of Damages: REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL MINDJET, ITS RESELLERS OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF Mindjet HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO CASE SHALL MINDJET'S, ITS RESELLERS OR ITS LICENSORS LIABILITY EXCEED THE PURCHASE PRICE FOR THE SOFTWARE. SOME STATES AND COUNTRIES, INCLUDING MEMBER COUNTRIES OF THE EUROPEAN ECONOMIC AREA, DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. The disclaimers and limitations set forth above will apply regardless of whether You accept the Software. U.S. Government Restricted Rights: DISTRIBUTION TO THE U.S. GOVERNMENT. This Software is commercial software developed exclusively at private expense. This Software and the documentation are provided with "RESTRICTED RIGHTS" applicable to private and public licenses alike. Use, duplication, or disclosure by civilian agencies of the U.S. Government shall be in accordance with the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19. Use, duplication, or disclosure by Department of Defense agencies is subject solely to the terms of this software licensing agreement pursuant to DFARS 227.7202. Contractor/manufacturer of the Software is Mindjet LLC, 125 E. Sir Francis Drake Blvd., 4th Floor, Larkspur, California, USA 94939. General: This Agreement shall be governed by the laws of the State of California, without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of the state courts sitting in San Francisco County, California or the federal courts in the Northern District of California to resolve any disputes arising under this Agreement. This Agreement contains the complete understanding between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous Agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect. No provision hereof shall be deemed waived or modified except in writing. No Mindjet dealer, agent or employee is authorized to make any amendment to this Agreement. The intellectual property protections, the disclaimers of warranties, and the limitation of damages shall survive termination. The failure or delay of Mindjet to exercise any of its rights under this Agreement or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach. If any provision of this Agreement is held invalid, the remainder of this Agreement will remain in full force and effect. Should you have any questions concerning this Agreement, or if you desire to contact Mindjet for any reason, please write to: Mindjet LLC, 125 E. Sir Francis Drake Blvd., 4th Floor, Larkspur, California, USA 94939. Section B MINDJET INCORPORATES MICROSOFT TECHNOLOGY INTO THE MINDMANAGER PRODUCTS. BY ASSENTING TO OUR TERMS AND CONDITIONS, YOU ALSO AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS WITHIN THE MICROSOFT END USER LICENSE AGREEMENT.

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This end user license agreement (EULA) is a legal agreement between you (either an individual or an entity) and Microsoft Corporation (Microsoft). BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE PRODUCT (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL, COPY OR USE THE SOFTWARE PRODUCT. MICROSOFT SIMPLE OBJECT ACCESS PROTOCOL (SOAP) TOOLKIT 3.0 Accompanying this EULA is a copy of the Microsoft software product identified above, which may include software and related online or electronic documentation and information (SOFTWARE PRODUCT). The SOFTWARE PRODUCT is protected by copyright and other intellectual property laws and treaties. Microsoft or its suppliers own the title, copyright, and other intellectual property rights in the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is licensed, not sold. 1. GRANT OF LICENSE. This EULA grants you the following rights:

a. General. You may install and use an unlimited number of copies of the SOFTWARE PRODUCT on computers, including workstations, terminals or other digital electronic devices residing on your premises ("Computers") to design, develop, and test your software application(s) (Application). b. You may copy and redistribute only the Microsoft Installer Component of the SOFTWARE PRODUCT, which are the files identified as winhttp51.msm, isapi3_files.msm, and soap3_core.msm (the Redistributable Components), that you have modified and incorporated into your Application, subject to the following restrictions and limitations: (i) You shall distribute the Redistributable Components only in conjunction with and as part of an Application that adds significant and primary functionality to the Redistributable Components; (ii) You shall not use Microsofts name, logo or trademarks to market your Application; (iii) You shall distribute your Application containing the Redistributable Components pursuant to an End-User License Agreement (which may be break-the-seal, click-wrap or signed), with terms no less protective than those contained herein; (iv) You shall not permit further redistribution of the Redistributable Components by your end-user customers; (v) You shall include a valid copyright notice in your own name in your Application, which notice shall be sufficient to protect Microsofts copyright in the Redistributable Components; and (vi) You agree to indemnify, hold harmless and defend Microsoft from and against any claims or lawsuits including reasonable attorneys fees, which arise or result from the use or distribution of the modified Redistributable Components and/or your Application. (vii) Your license rights to the Redistributable Components are conditioned upon your (a) not incorporating Identified Software into or combining Identified Software with the Redistributable Components or a derivative work thereof; (b) not distributing Identified Software in conjunction with the Redistributable Components or a derivative work thereof; and (c) not using Identified Software in the development of a derivative work of the Redistributable Components. Identified Software means software which is licensed pursuant to terms that directly or indirectly (i) create, or purport to create, obligations for Microsoft with respect to the Redistributable Components or derivative work thereof or (ii) grant, or purport to grant, to any third party any rights or immunities under Microsofts intellectual property or proprietary rights in the Redistributable Components or derivative work thereof. Identified Software includes, without limitation, any software that requires as a condition of use, modification and/or distribution of such software that other software incorporated into, derived from or distributed with such software be (a) disclosed or distributed in source code form; (b) be licensed for the purpose of making derivative works; or (c) be redistributable at no charge. c. EULA. Reservation of Rights. Microsoft reserves all rights not expressly granted to you in this

2. TRANSFER TO A THIRD PARTY. The initial user of the SOFTWARE PRODUCT may make a one-time transfer of the SOFTWARE PRODUCT to another end user. The transfer has to include all component parts, media, printed materials, this EULA, and if applicable, the Certificate of Authenticity. The transfer may not be an indirect transfer, such as a consignment. Prior to the transfer, the end user receiving the transferred SOFTWARE PRODUCT must agree to all the EULA terms. No Rental. You may not rent, lease, or lend the SOFTWARE PRODUCT.

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3. LIMITATION ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation. 4. TERMINATION. Without prejudice to any other rights, Microsoft may cancel this EULA if you do not abide by the terms and conditions of this EULA, in which case you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts. 5. CONSENT TO USE OF DATA. You agree that Microsoft and its affiliates may collect and use technical information you provide as a part of support services related to the SOFTWARE PRODUCT. Microsoft agrees not to use this information in a form that personally identifies you. 6. NOT FOR RESALE SOFTWARE. SOFTWARE PRODUCT identified as Not for Resale or NFR, may not be resold, transferred or used for any purpose other than demonstration, test or evaluation. 7. EXPORT RESTRICTIONS. You acknowledge that the SOFTWARE PRODUCT is of U.S. origin. You agree to comply with all applicable international and national laws that apply to the SOFTWARE PRODUCT, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see <http://www.microsoft.com/exporting/> 8. DISCLAIMER OF WARRANTIES. To the maximum extent permitted by applicable law, Microsoft and its suppliers provide to you the SOFTWARE PRODUCT, and any (if any) support services relating to the SOFTWARE PRODUCT (Support Services) AS IS AND WITH ALL FAULTS; and Microsoft and its suppliers hereby disclaim with respect to the SOFTWARE PRODUCT and Support Services all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. ALSO THERE IS NO WARRANTY, DUTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT AND ANY SUPPORT SERVICES REMAINS WITH YOU. 9. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE SUPPORT SERVICES, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IF MICROSOFT OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10. LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Microsoft and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount actually paid by you for the SOFTWARE PRODUCT or U.S.$5.00. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. 11. U.S. GOVERNMENT LICENSE RIGHTS. All SOFTWARE PRODUCT provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All SOFTWARE PRODUCT provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with Restricted Rights as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. 12. APPLICABLE LAW. If you acquired this SOFTWARE PRODUCT in the United States, this EULA is governed by the laws of the State of Washington. If you acquired this SOFTWARE PRODUCT in Canada, unless expressly prohibited by local law, this EULA is governed by the laws in force in the Province of

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Ontario, Canada; and, in respect of any dispute which may arise hereunder, you consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. If this SOFTWARE PRODUCT was acquired outside the United States, then local law may apply. 13. ENTIRE AGREEMENT. This EULA (including any addendum or amendment to this EULA which is included with the SOFTWARE PRODUCT) are the entire agreement between you and Microsoft relating to the SOFTWARE PRODUCT and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the SOFTWARE PRODUCT or any other subject matter covered by this EULA. To the extent the terms of any Microsoft policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.

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