RAILWAY STATION PRODUCTIONS LLC ROYALTY-FREE LICENSE AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION TO YOUR ACCESS TO AND USE OF ANY IMAGE(S). YOUR PURCHASE OF CD/DVD PRODUCTS OR DOWNLOADING AND/OR USING ANY IMAGE(S) FROM RAILWAY STATION PRODUCTIONS LLC CONFIRMS YOUR ACCEPTANCE OF THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND RAILWAY STATION PRODUCTIONS LLC. RAILWAY STATION PRODUCTIONS LLC reserves the right to change any of the terms of this Agreement at any time, and you agree to be bound by such changes. If you do not agree to the following terms, as may be amended, do not download or use any Image(s).

LICENSE

Definitions:

"Image(s)" shall mean clipart, fonts, graphics, illustrations, images, photographs, software programs, or any other visual representation regardless of whether the Image(s) are obtained via download from any RAILWAY STATION PRODUCTIONS LLC Web site, delivered via any storage media (CD, DVD, disk, etc.) that is now known or may become known in the future, or obtained from a RAILWAY STATION PRODUCTIONS LLC authorized distributor, together with all accompanying text material, metadata, and/or software programs.

"Storage Media" shall mean CD-ROM, digital video disc (DVD), floppy disk, or any other storage device or media now known, or hereafter created.

"You" shall mean a single: (i) individual, (ii) legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or (iii) agent acting on behalf of a single individual or entity.

Copyright: The Image(s) are copyrighted and protected under the various laws of the United States, International treaties and other applicable laws. The Image(s) shall remain the sole and exclusive property of RAILWAY STATION PRODUCTIONS LLC, or its licensors. Use of the Images is licensed, not sold, pursuant to the terms of this License Agreement. Use of the Images without agreeing to this License Agreement, or a breach of these License Agreement terms, is copyright infringement.

Grant:

Paid License.

RAILWAY STATION PRODUCTIONS LLC grants you a non-exclusive and non-transferable license to use the Image(s) only as provided in this License Agreement.

Number of Users:

FOR IMAGES ACQUIRED BY PAY PER DOWNLOAD AND STORAGE MEDIA. YOU ARE GRANTED A TEN (10) PERSON SINGLE USE, SEAT LICENSE FOR USE OF THE IMAGES. THIS IS NOT A SIMULTANEOUS USE LICENSE. Only one (1) person may access or use the Image(s) at one time with up to a maximum of ten (10) people (within the same legal entity entering into this License) who may access or use the Image(s).

Licensee may distribute Image(s) within a network or similar asset management system to no more than ten (10) computers/workstations within the same company or legal entity for use by one (1) person at a time. If the Image(s) are to be placed on a network server accessible by more than ten (10) computers/workstations, please contact RAILWAY STATION PRODUCTIONS LLC as you will require a multiple seat license.

Permitted Uses. You may, (subject to paragraphs on Prohibited Uses below):

Back up, and store, single Image(s) as necessary on a single server for archival purposes only.

Use the Image(s) in any documents, electronic or print media, including advertising and editorial use, and web sites, provided such use is not intended to allow the re-distribution or re-use of the Image(s).

Use the Image(s) in any three-dimensional items for personal use or resale, including book covers, calendars, consumer merchandise (cards, T-shirts, posters, art, etc.), provided such use is not intended to allow the re-distribution or re-use of the Image(s).

Modify or alter the Image(s) as necessary for your use.

Use the Image(s) as décor in an office, lobby, public area, restaurant, or retail store.

Use the Image(s) as design elements in video, film, or television broadcasts.

Use the Image(s) in connection with your business or entity, e.g. corporate identity documents and letterhead, except as prohibited below.

Prohibited Uses: You may NOT:

Sublicense, distribute, transfer or assign the Image(s) or rights to the Image(s).

Copy or reproduce the Image(s), except as specifically provided for in Permitted Uses above.

Use the Image(s), or any part of the Image(s), as part of a trademark, service mark, or logo.

Use the Image(s) to compete with RAILWAY STATION PRODUCTIONS LLC. RAILWAY STATION PRODUCTIONS LLC is in the business of licensing images to its customers. It is the specific intent of this provision to prohibit you from using the Image(s) to enter, either directly or indirectly, a similar or competing business.

Use the Image(s) in a product or service whereby the Image(s) can be used apart from a product or service.

Use the Images(s) in any downloadable format intended for multiple distribution including, without limitation, Web site templates, software products, electronic greetings, etc.

Use the Image(s) in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, or illegal, either by making physical changes to it, in the juxtaposition to accompanying text or images, or otherwise.

Additional Terms

RAILWAY STATION PRODUCTIONS LLC reserves the right to (i) not permit use of any Image(s) for any reason whatsoever; and (ii) notify you that certain Image(s) are no longer available for use. Upon such notification, the license to use such Image(s) shall automatically and immediately terminate.

All other rights not expressly granted to you are reserved solely for RAILWAY STATION PRODUCTIONS LLC.

RAILWAY STATION PRODUCTIONS LLC reserves the right to replace Image(s) with an alternative Image for any reason. Upon notice of such replacement, the license for the replaced Image(s) immediately, and automatically, terminates for any use of the Image(s) that does not already exist, and this License Agreement shall automatically apply to any replacement Image(s). You agree not to use any replaced Image(s) with future products or services and you shall take all reasonable steps to discontinue use of the replaced Image(s) in existing products or services.

TERMINATION

This License Agreement is effective until it is terminated.

This License Agreement will terminate automatically, without notice from RAILWAY STATION PRODUCTIONS LLC, if you fail to comply with any provision of this License Agreement.

You can terminate this Agreement by destroying the Image(s), along with any copies or archives, any CD-ROM or accompanying materials (if applicable), and ceasing all use of the Image(s) for any purpose.

Upon termination of this Agreement, you agree to (i) destroy all copies and archives of the Image(s), (ii) cease using the Image(s) for any purpose, and (iii) confirm to RAILWAY STATION PRODUCTIONS LLC in writing that you have complied with these requirements.

WARRANTY

RAILWAY STATION PRODUCTIONS LLC represent and warrants that:

it has the right to enter into this Agreement and to grant the rights hereunder; and

the Image(s) or other Storage Media (if applicable) will be free from defects in materials and workmanship under normal use for a period of 90 days from the date of purchase. If you purchased images on defective storage media, please notify us for a free replacement of the product.

EXCEPT AS PROVIDED ABOVE, THE IMAGE(S), STORAGE MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. RAILWAY STATION PRODUCTIONS LLC GRANTS NO RIGHTS OR WARRANTIES WITH RESPECT TO THE USE OF NAMES, TRADEMARKS, LOGO TYPES, COPYRIGHTED DESIGNS OR WORKS OF ART OR ARCHITECTURE DEPICTED IN ANY IMAGE, AND THE USER MUST SATISFY ITSELF THAT ALL NECESSARY RIGHTS, CONSENTS, OR PERMISSIONS AS MAY BE REQUIRED ARE OBTAINED. RAILWAY STATION PRODUCTIONS LLC DOES NOT WARRANT THAT THE IMAGE(S), WEB SITES OR OTHER MATERIALS, WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE IMAGE(S) IS SOLELY WITH YOU. YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING IMAGES ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES.

You represent, warrant and covenant that:

You are at least eighteen years of age and have the full right and authority to enter into this License on behalf of yourself and/or your company or employer;

You do not reside in any country to which export of US products are prohibited or restricted and you may not ship, transfer or export any of the Images into any country or use any of the Images in any manner prohibited by any laws, restrictions or regulations;

You will not use the Image(s) in any way that is not permitted by this License;

Your use of the Image(s) will not violate any applicable law or regulation of any country, state, or other governmental entity;

The information that you provide to RAILWAY STATION PRODUCTIONS LLC is accurate and true, including, without limitation, all credit card or other payment information and you shall update such information as necessary; and

You shall be solely responsible for your use of the Image(s) and agree that RAILWAY STATION PRODUCTIONS LLC grants no rights and make no warranties with regard to the use of trademarks, trade dress, copyrighted designs or works of art or architecture in any Images, and you must satisfy yourself that all necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.

LIMITATION OF REMEDIES

Replacement or Refund: RAILWAY STATION PRODUCTIONS LLC' entire liability and your exclusive remedy, with respect to any claims arising out of this Agreement shall be at RAILWAY STATION PRODUCTIONS LLC' sole discretion, either: (i) replacement of Image(s); or (ii) refund of any fee paid for the specific Image(s). See section 2 for other refund terms that may apply.

No Money Damages: Under no circumstances whatsoever will RAILWAY STATION PRODUCTIONS LLC be liable to you for any money damages including, without limitation, any lost profits, lost revenue, lost savings, or other incidental or consequential damages arising out of: (i) the use or inability to use the Image(s), (ii) RAILWAY STATION PRODUCTIONS LLC' breach of this Agreement, , or (iii) for any claim by any other party, even if RAILWAY STATION PRODUCTIONS LLC has been advised of the possibility of such damages. In no event shall the liability of RAILWAY STATION PRODUCTIONS LLC exceed the amount paid by you for accessing, acquiring, and/or using any Image(s) within the preceding six (6) months. Any claims must be brought within twelve (12) months of the date that you discovered such claim, or reasonably should have discovered such claim, or shall be waived.

INDEMNIFICATION You agree to indemnify and hold RAILWAY STATION PRODUCTIONS LLC, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors and anyone else associated with RAILWAY STATION PRODUCTIONS LLC, harmless from, and against, any and all claims, liabilities, costs, damages, or expenses, (including attorneys' fees) asserted against RAILWAY STATION PRODUCTIONS LLC arising out of your use of the Images or in connection with any breach of any of the terms of this Agreement.

GENERAL

Enforceability: If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable, consistent with the parties' intent.

Taxes and other: You agree to pay and be solely responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or your use of the Image(s), pursuant to this Agreement.

Waiver: No action of RAILWAY STATION PRODUCTIONS LLC, other than an express written, signed waiver may be construed as a waiver of any part of this Agreement, and no employee of RAILWAY STATION PRODUCTIONS LLC is authorized to make an oral waiver. In the event that RAILWAY STATION PRODUCTIONS LLC waives a specific part of the Agreement, it does not mean that RAILWAY STATION PRODUCTIONS LLC waives any other part.

JURISDICTION This Agreement, its validity and effect, shall be solely interpreted, and governed by, the laws of the State of Nevada, United States. Any claims shall be brought solely in the Federal District Court of the District of Nevada and you expressly consent to the exclusive jurisdiction of the federal courts of the State of Nevada, United States. You consent to the service of any required notice or process upon you by registered mail or overnight courier with proof of delivery.

LEGAL FEES You agree to reimburse RAILWAY STATION PRODUCTIONS LLC for its legal fees, costs and disbursements if RAILWAY STATION PRODUCTIONS LLC is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment.

ASSIGNABILITY You may not assign or transfer to anyone else the rights granted to you in this Agreement, without our prior written consent. RAILWAY STATION PRODUCTIONS LLC may assign or transfer this Agreement freely.

ENTIRE CONTRACT

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND RAILWAY STATION PRODUCTIONS LLC, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND RAILWAY STATION PRODUCTIONS LLC RELATING TO THE SUBJECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS AGREEMENT). FAQ'S, OTHER EXPLANATIONS, AND TEXT IN RAILWAY STATION PRODUCTIONS LLC' WEBSITES ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS AGREEMENT.

8/18/05