Appendix "D" - Network License Agreement for Databases

This legal document is an agreement between CD Plus Technologies, Inc., a corporation organized and existing under the laws of the State of New York (referred to hereinafter as "CD Plus Technologies" and/or as "Licensor") and you, the End User (hereinafter "Customer" or "Licensee"). BY OPENING AND USING THE CD PLUS TECHNOLOGIES SYSTEM, YOU, THE CUSTOMER, ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This Agreement, together with all appendices or other attachments referenced herein, constitutes the entire agreement between Licensor and End User. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL THE SOFTWARE ON YOUR EQUIPMENT. PROMPTLY RETURN THE SOFTWARE MEDIA AND ALL WRITTEN MATERIALS TO CD Plus Technologies at 333 Seventh Avenue, Sixth Floor, New York, NY 10001.

1. Parties. The parties to this Agreement are CD Plus Technologies, Inc. (hereinafter "Licensor") and you, the Customer. This Agreement shall become effective upon receipt of the CD Plus Technologies System by the Customer.

2. Products. The "Products" made subject to the Agreement consist of: a) the "Databases(s)" ordered hereunder by Licensee; and b) the "Media" upon which the Database(s) is delivered to Licensee.

3. The License. Licensor hereby grants to Licensee a non-transferable, non-exclusive license to use the Products according to the terms and conditions of the Agreement, which license shall terminate twelve months after the delivery of the Products to Licensee, unless extended by Licensor for an additional term. Licensee shall use the Products only for internal purposes, shall not use the Product as a component of, or a basis for, a directory or database prepared for commercial sale or distribution outside the Licensee's organization, and shall neither duplicate nor alter the Products in any way. This is a multi-user license and shall entitle the Licensee to utilize the Databases(s) on a CD Plus Technologies network system.

4. Ownership of Data and Databases. The data in the Products as formatted by Licensor is owned by the producers of the Databases. No right to use the Databases is conveyed to Licensee except the right to use it for performing research, or other related uses, including training. Licensee may view the data on its terminal or may print the data by printer (and may make limited copies of such print-out) solely for such purposes. The data may be copies onto electronic or magnetic media or other machine-readable form solely for temporary use or storage for such purposes. In no even may the Databases in their entirety or in lengthy sequences be downloaded or transmitted for sale or conveyance by Licensee to any other person.

7. Databases. The Databases contained in the Products are made available under agreements with the Database producers. These Databases may not be copied in any machine-readable form, whether it be optical disc, magnetic disk, magnetic tape or any other form currently existing or developed in the future. Licensee may not prepare publications from the Databases for distribution except as such rights may be granted directly by the Database producer. Licensee may not redistribute the Databases. Some material in the Databases is from copyrighted publications of the respective copyright claimants. Users of these Databases are referred to the publication data appearing in the bibliographic citations, as well as to the copyright notices appearing in the original publication, all of which are hereby incorporated by reference.