End User License Agreement for
VoiceAge Corporation AMR Wideband Plus Demo

READ BEFORE USING: CAREFULLY READ THE TERMS OF THIS AMR-WB+ DEMO LICENSE
AGREEMENT AND APPENDICES, IF ANY ("LICENSE") BEFORE INSTALLING, COPYING OR
USING THE AMR-WB+ DEMO, AS DEFINED IN THIS LICENSE. THIS LICENSE IS AN
AGREEMENT BETWEEN YOU ("LICENSEE") AND VOICEAGE CORPORATION WITH
PRINCIPAL OFFICES AT 750, CHEMIN LUCERNE, SUITE 250, MONTREAL (QUEBEC), CANADA,
H3R 2H6 ("LICENSOR") (COLLECTIVELY "PARTIES"). BY INSTALLING, COPYING OR USING
THE AMR-WB+ DEMO, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF
THIS LICENSE. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY OR USE THE AMR-WB+
DEMO.

1 Definitions

The following terms when used in this License shall have the following meaning:
"AMR-WB+ Demo" means the application software developed by VoiceAge Corporation
to demonstrate AMR-WB+ audio quality.

2 Grants

2.1 Integration License

Subject to the provisions of this License, Licensor hereby grants a non-
licensable and non-transferable license, to use the AMR-WB+ Demo for testing and
demonstration purposes only, solely within Licensee’s company and not for
commercial use. No rights to distribute the AMR-WB+ Demo are granted herein.

2.2 Exclusions

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS LICENSE, THIS LICENSE DOES
NOT COVER INTELLECTUAL PROPERTY RIGHTS (INCLUDING, BUT NOT LIMITED TO,
PATENTS, COPYRIGHT AND TRADE SECRETS) THAT HAVE BEEN DECLARED AND/OR MAY
BE OWNED BY LICENSOR OR THIRD PARTIES, INCLUDING IN CONNECTION WITH THE
AMR-WB+ DEMO.

3 Restricted Rights

Licensee shall not modify, remove or replace any copyright notice or trademarks
of Licensor and/or its suppliers included in or placed upon the AMR-WB+ Demo or
any part thereof, or in the documentation. Licensee shall not disassemble,
decompile, reverse-engineer or otherwise attempt to derive the source code from
the AMR-WB+ Demo.

4 Ownership

Licensor and its suppliers own and shall retain all right, title and interest in
and to the AMR-WB+ Demo, Confidential Information, improvement, modification,
derivative works, in whole or in part, and in any form, and in all copies
thereof ("Proprietary Information") as well as all intellectual property rights
related thereto.

5 Confidentiality

Licensee expressly undertakes to retain in confidence all information and know-
how supplied to Licensee by Licensor, including, but not limited to, technical
and commercial information in form of oral disclosure, computer program and all
other information that by the nature of the information or by the nature of the
circumstances surrounding the disclosure, ought in good faith to be treated as
proprietary and/or confidential ("Confidential Information").

6 Warranties and Disclaimer

FOR THE PURPOSE OF THIS SECTION, THE EXPRESSION "AMR-WB+ DEMO" SHALL INCLUDE CONFIDENTIAL INFORMATION AND "LICENSOR" SHALL INCLUDE ITS SUPPLIERS. THE AMR-WB+ DEMO IS PROVIDED AND ACCEPTED STRICTLY "AS IS" AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY AGAINST LATENT DEFECTS. LICENSOR DOES NOT WARRANT THAT THE AMR- WB+ DEMO IS EXEMPT FROM ERRORS, THAT ALL ERRORS MAY BE DETECTED OR CORRECTED, OR THE USE OF THE AMR-WB+ DEMO WILL BE UNINTERRUPTED OR ERROR FREE. LICENSOR GIVES NO WARRANTY THAT THE AMR-WB+ DEMO WILL OPERATE OR WILL MEET THE REQUIREMENTS OF LICENSEE. IN NO EVENT SHALL LICENSOR BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THIS LICENSE OR USE OF, OR INABILITY TO USE THE AMR-WB+ DEMO, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF USE OR
INTERRUPTION OF BUSINESS EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SAME. THE TOTAL LIABILITY OF LICENSOR FOR ANY CLAIM OR DAMAGES ARISING FROM THE USE OF THE AMR-WB+ DEMO, OR OTHERWISE RELATED TO THIS LICENSE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED THE CONSIDERATION PAID BY LICENSEE TO LICENSOR UNDER THIS LICENSE. NOTHING CONTAINED IN THIS LICENSE SHALL BE CONSTRUED AS (I) A WARRANTY OR REPRESENTATION THAT ANY USE OF AMR-WB+ DEMO WILL BE FREE FROM INFRINGEMENT OF PATENTS, COPYRIGHT OR TRADEMARKS; (II) AN AGREEMENT TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT OF ANY OF THE RIGHTS LICENSED HEREBY, OR CONFERRING ANY RIGHTS TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE AMR-WB+ DEMO, YOUR SOLE AND
EXCLUSIVE REMEDY IS TO DISCONTINUE THE USE THEREOF.

7 Term

This License shall come into force upon the earlier of the installation, copying
or use of the AMR-WB+ Demo by Licensee and shall continue for a period of one
year, unless terminated earlier pursuant to Section 8 hereof.

8 Termination

Licensor may, at its sole discretion, suspend the performance and/or terminate
this License without notice and without thereby limiting its rights, recourses
or claims provided for under this License, at law or in equity, against Licensee
and without incurring any liability in the following circumstances: (i) for any
material breach of this License by Licensee (without limiting the foregoing, the
distribution of the AMR-WB+ Demo contrary to the requirements of Section 2.2
shall be deemed a material breach), or (ii) if Licensee's normal business
operations are disrupted or discontinued for reason of insolvency, bankruptcy,
receivership or business termination. In any action or suit to enforce any right
or remedy under this License, or to interpret any provision of this License,
Licensor will be entitled to recover its reasonable, documented costs, including
attorney's fees and fees of other litigation-related professionals, such as
expert witnesses and accountants.

9 Effect of Termination

Upon the expiration or termination of this License, all grants pursuant to this
License shall be terminated and Licensee shall stop and shall cause to be
stopped any use of the AMR-WB+ Demo and return to Licensor said AMR-WB+ Demo and
Confidential Information or shall destroy or cause to be destroyed the
foregoing. Licensee agrees to provide forthwith to Licensor a statement executed
(verified if so requested by Licensor) by a duly authorized officer of Licensee
attesting that all such material has been returned or destroyed.

11 Assignment

This License, and any rights and/or obligations hereunder shall not be assigned
or delegated by Licensee without the prior written approval of Licensor. Any
attempted assignment, delegation, impermissible license, transfer or other
disposal without such consent shall be null and void. Except as otherwise
provided, this License will be binding upon and inure to the benefit of the
parties' permitted successors and lawful assigns.

12 Technical Support

Licensor shall not be responsible for providing any technical support, bug-
fixes, error corrections, maintenance or field services to Licensee.

13 General

(i) No variation or modification of this License nor waiver of any of the terms
and provisions hereof shall be deemed valid unless in writing signed by the
Parties;

(ii) if any part of a provision shall be held by a court to be illegal, invalid
or unenforceable, the remaining part of any provision shall remain in full force
and effect and the illegal, invalid or unenforceable part of any provision shall
be replaced by part of a provision carrying to the extent legally permissible;

(iii) unless the context otherwise requires or unless it is specified otherwise,
words importing the singular include the plural and vice versa and words
importing gender include all genders;

(iv) this License sets forth the entire understanding between the Parties with
respect to the subject matter herein, and supersedes all prior written
agreements and discussions concerning the subject matter of this License;

(v) this License is governed, interpreted and defined by and under the laws of
the Province of Quebec and the Laws of Canada applicable therein, without regard
to the conflicts of laws principles. Any litigation arising under this License
will be brought in the courts of the district of Montreal, Province of Quebec;

(vi) Licensor is not responsible for failure to fulfill its obligations due to
causes beyond its control;

(vii) the Parties hereto have requested that this License be drafted in English.
Les Parties aux présentes ont exigé que ce contrat soit rédigé en langue
anglaise.