This CD-ROM License Agreement ("License") is made and entered into by and between Scott Ward Photography Limited and ________________________ ("You") as of the last date written herein below. Scott Ward shall license the CD-ROM(s) identified in Schedule A hereto to You only on the condition that you accept all of the terms and conditions in this License Agreement ("License"). Please read this License carefully before opening use of thereof, you agree to be bound by the terms of this License.

OWNERSHIP. This is a license, not a sale, and as the licensee, you own only the CD-ROM disc(s), identified in Schedule A, on which the software programs, data, photographs and other materials are contained ("the Work"). Scott Ward shall retain full and complete title to the Work, and all copies of the Work, regardless of the media or form on or in which the original disc or other copies may exist, including copies which are made in violation of the terms of this License.

LICENSE GRANT. In consideration of payment of the one-time license fee set forth in Schedule B hereto, Scott Ward grants you a non-exclusive license to publish and display the photographic images contained in the Work on the following web sites(s) (excluded mobile internet) identified in Schedule C hereto. You are prohibited from assigning, sub-licensing or selling any portion of the Work to any person or entity. All rights not expressly granted to you are reserved to Scott Ward and/or its licensors.

COPYRIGHT RESTRICTIONS. The Work is copyrighted pursuant to the terms of the U.S. Copyright Act and/or the Berne Convention on Copyright. Copying or modifying the Work is prohibited unless specifically authorized by this License. You may be held liable for copyright infringement, which results from unauthorized copying or modification of the Work, or any portion thereof.

TERMINATION. This license will automatically terminate if you fail to comply with any of its terms or if a petition of bankruptcy or receivership is filed by, or against, you. No notice shall be required from Scott Ward to effect such termination. Upon termination, all rights and licenses granted to you under this License shall terminate effective immediately, and you will immediately destroy the Work and, if applicable any unauthorized copies, or return the Work and, if applicable, any unauthorized copies to Scott Ward at your expense, and remove the Work or any portion thereof from any electronic equipment in you possession or under your control.

SCOTT WARD WARRANTIES. Scott Ward, as a material inducement to Your entering into this License, hereby agrees and warrants that:

(a) Scott Ward did not copy or plagiarize any work of any other person in preparing any of the Works;

(b) All Works are original, and to the knowledge of Scott Ward, no use of any or all Works by You as authorized and/or contemplated herein shall infringe upon any copyright, trademark right, right of publicity, right of privacy, or any other proprietary or personal right of any person(s), entity or entities;

(c) All persons appearing or otherwise depicted in the Works were at least 18 years of age at the time the original work in which said persons appear was first created;

(d) Scott Ward has the full and exclusive power and authority to grant all the rights set forth herein to You;

(e) Scott Ward currently has and will provide upon request to law enforcement authorities all of the following with respect to each Work:

(1) complete, full and accurate copies of all releases of rights by all persons appearing in and contributing to the creation of the Work;

(2) accurate and legible copies of all documentation required by 18 U.S.C. 2257, et seq.

(f) Scott Ward warrants that the disc media on which the Work is furnished will be free from defects in materials and workmanship under normal use for thirty (30) days from the date of delivery to you by Scott Ward or its authorized licensor. You must notify Scott Ward or, in the event you purchased the Work from an authorized licensor, you must notify such licensor, of any defects in the media within the thirty- (30) day period.

In the event the disc is found to be defective during this warranty period, Scott Ward's entire liability and your exclusive remedy shall be, at Scott Ward's option, either (i) return of the amount paid by you for the Work; or (ii) replacement of the defective disc; provided, in either case, you return the defective disc to Scott Ward or the authorized licensor from which you purchased the disc, accompanied by proof of payment, not later than five days after the end of the warranty period, postage prepaid. This warranty shall not apply if the disc has been damaged due to negligence, accident, improper or unreasonable use, or by any other cause unrelated to defective materials or workmanship. Any replacement disc will be warranted for thirty (30) days in accordance with the terms hereof.

The complete risk as to the quality or performance of the Work is with you. Neither Scott Ward nor its authorized licensors warrant that the functions or images contained in the Work will meet your requirements or that operation of the disc will be error free.

EXCEPT AS OTHERWISE PROVIDED HEREIN, THE WORK IS PROVIDED ON AN "AS IS" BASIS AND THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES. EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER APPLICABLE LAW. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SCOTT WARD, ITS LICENSORS, DISTRIBUTORS, EMPLOYEES OR AGENTS SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS LIMITED WARRANTY.

LIMITATION OF LIABILITY. IN NO EVENT SHALL SCOTT WARD AND/OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR LOSS OF BUSINESS OR PROFITS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE WORK, EVEN IF SCOTT WARD OR ITS LICENSORS WAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY OTHER CLAIM BY YOU OR ANY OTHER PERSON OR ENTITY.

In the event any other claim relating to the performance or non-performance by Scott Ward or its licensor pursuant to, or in any way concerning this License or the Work provided under this License is mad by you, the actual damages to which you may be entitled shall be limited to the amount paid by you for the Work.

INDEMNITIES. You agree to defend, indemnify and hold harmless Scott Ward from and against any claims, losses, liabilities, judgments, costs or expenses, including reasonable attorneys' fees, arising out of or relating to your failure to comply with applicable laws, rules and regulations in exercising or performing your rights hereunder, or resulting from any breach of Your representations, promises or obligations set forth herein, or negligent, tortious or unlawful conduct by You or Your agents or employees.

GOVERNING LAW. This License, including the limited warranty and disclaimer, are governed by the laws of the state of California. By making any use of the Work, you agree to hold Scott Ward harmless from and against any claims, expenses or liability arising from your use of the Work, as such use relates to any state or local community standards. Scott Ward does not warrant that the images contained in the Work conform to any particular community standard of decency, and you assume full responsibility for use in any and all communities where your publication of such images is or may be viewed. In the event either party brings suit to enforce its rights under this License, the prevailing party shall be entitled to recover its reasonable attorneys' fees incurred in connection therewith. This License sets forth the full and complete understanding of the parties with respect to its subject matter, and supersedes all prior understandings, whether written or verbal. This License cannot be modified except through a written instrument signed by the party to be burdened by such modification.

IN WITNESS WHEREOF, each of the parties has caused this License to be executed by a duly authorized representative the day and year set forth below:

LICENSOR LICENSEE ("You")

SCOTT WARD PHOTOGRAPHY LIMITED [NAME OF COMPANY]

91 Kilnhurst Road , Rawmarsh, Rotherham, South Yorkshire, S62 5QQ, England [address]

By: __________________ By: _________________

____________________ ____ _______________

[name] [print name]

[title] [print title]

Date: _________________ Date: ________________

Extra information regarding the privacy of our models:

USING THE GIRLS REAL NAME ON YOUR SITE, EITHER CHRISTIAN OR SURNAME. OR REVEALING TO ANYONE, OTHER THAN THE NECESSARY AUTHORITIES, ARE BOTH TOTALLY FORBIDDEN AND WILL RESULT IN THE CONTRACT BEING TERMINATED. THIS ALSO MEANS THAT YOU ARE NOT ALLOWED TO GIVE ANY OF THE LEGAL DOCUMENTS TO THIRD PARTIES.