SmartFile (the "Software")

                            "You" means the person or company identified below, who is being licensed to use
                            the "Software" identified in the title of this License Agreement. "We" and "us" means
                            Digital Domain Inc.

                       Limited Nonexclusive License

                            You acknowledge that you are acquiring only a limited nonexclusive license to use the
                            Software (the "License"). We remain the owner of all right, title, and interest in the
                            Software and in any copies of it.

                            The License permits you to install the Software on more than one computer system,
                            e.g., a desktop computer and a laptop computer normally used by the same person
                            at different times, provided that there is no possibility that the Software will be used
                            on more than one computer system simultaneously; any such simultaneous use
                            requires a separate license for each computer system.

                            You may make a reasonable number of backup copies of the Software solely for
                            backup purposes.

                            You agree not to make nor to permit the making of copies of the Software (including
                            its documentation) except as authorized by this License Agreement or otherwise
                            authorized in writing by us.

                            You agree not to engage in nor to permit the decompilation, disassembly, or other
                            reverse engineering of the Software.

                       Warranty

                            DIGITAL DOMAIN INC. PROVIDES THE LICENSED SOFTWARE TO LICENSEE
                            "AS IS". DIGITAL DOMAIN INC. MAKES NO REPRESENTATIONS OR WARRANTIES
                            ABOUT THE LICENSED SOFTWARE, EITHER EXPRESS OR IMPLIED, AND HEREBY
                            EXPRESSLY DISCLAIM ALL WARRANTIES (INCLUDING BUT NOT LIMITED TO
                            THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
                            PARTICULAR PURPOSE AND NON-INFRINGEMENT). DIGITAL DOMAIN INC.
                            SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY LICENSEE AS A
                            RESULT OF USING, MODIFYING OR DISTRIBUTING THE LICENSED SOFTWARE,
                            THE RELATED MATERIALS OR THEIR DERIVATIVES.

                       No Incidental or Consequential Damages

                            IN NO EVENT WILL WE BE LIABLE  TO YOU FOR ANY INCIDENTAL,
                            SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES
                            ARISING FROM OR CONNECTED WITH THIS AGREEMENT OR YOUR
                            USE OF THE SOFTWARE.

                       Your Indemnity to Us

                            Independent of the foregoing provisions, you agree to defend and indemnify us
                            against, and hold us harmless from, any and all claims, damages, losses, and
                            expenses of any kind arising from or connected with the operation of your
                            business.

                       Termination

                            If you materially breach this License Agreement, we may terminate your right to use
                            the Software by notice to you.

                            You agree that, upon termination of the License, you will either return to us or destroy
                            all copies of the Software in your possession.

                       Entire Agreement, etc.

                            This written License Agreement is the exclusive agreement between you and us
                            concerning the Software and supersedes any and all prior oral or written agreements,
                            negotiations, or other dealings between us concerning the Software.

                            This License Agreement may be modified only by a writing signed by you and us.

                            In the event of litigation between you and us concerning the Software, the prevailing
                            party in the litigation and the prevailing party in any ancillary disputes (e.g., discovery
                            disputes) will be entitled to recover attorneys' fees and expenses from the other party.

                            This License Agreement will be governed by the law of the State of Maryland
                            applicable to contracts executed and performed entirely in, and by residents of,
                            that state.

                            This License Agreement is effective upon your use of the Software (provided that
                            your acquisition of a copy of the Software was from us or our representative); you
                            agree that we need not sign this License Agreement in order for it to take effect.