September 4, 1998

WEB-WRAP AGREEMENT FOR USE IN SPANISH-SPEAKING LATIN AMERICA

NETg License Agreement

*** IMPORTANT ***

ALL USERS: BEFORE USING THIS PRODUCT, CAREFULLY READ THE FOLLOWING:

This is a legal agreement between the end user ("you") and NATIONAL EDUCATION
TRAINING GROUP, INC., its affiliates and subsidiaries (collectively "NETg").

IMPORTANT: NETg IS WILLING TO LICENSE THE ENCLOSED PRODUCT TO YOU
ONLY ON THE CONDITION THAT YOU ACCEPT THE TERMS AND CONDITIONS
CONTAINED IN THIS AGREEMENT. BY USING THE PRODUCT, YOU
ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF
THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.

YOU UNDERSTAND THAT, IF YOU LICENSED THE PRODUCT FROM AN
AUTHORIZED RESELLER OF NETg, THAT RESELLER IS NOT NETgłS AGENT AND IS
NOT AUTHORIZED TO MAKE ANY REPRESENTATIONS, CONDITIONS OR
WARRANTIES, STATUTORY OR OTHERWISE, ON NETgłS BEHALF NOR TO VARY
ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT. IN ADDITION, YOU
ACKNOWLEDGE THAT, UNLESS OTHERWISE AGREED BY THAT RESELLER IN
WRITING OR PROHIBITED BY LAW, THE LIMITATIONS OF CONDITIONS AND
WARRANTIES, STATUTORY OR OTHERWISE, AND LIABILITY SET FORTH IN THIS
AGREEMENT ALSO APPLY TO AND BENEFIT THAT RESELLER.

1. Grant of License. NETg hereby grants you a non-exclusive license to use this
Product in object code form only. One or more of the following license options will apply:


(a) Single User License. Except if to specifically agreed in writing between
you and NETg that you will have a license under Section 1(b) or (c) below, you will have
a single user license. Under such license, you may install and use this Product on any
single computer or workstation that you own or lease for the training of one user. If you
wish to use this Product to train more than one user, you must license an additional copy
of this Product for each additional user.

(b) Multi-User License. You may install and use this Product on a single
computer or workstation that you own or lease. The number of users who may use or
access this Product is unlimited, subject to the restriction that only one user may use or
access this Product at any particular time.

(c) Network License. You may install and use this Product on a network or
file server(s) that you or your employer own or lease, but in no event may the number of
users who may use or access this Product exceed the number of users authorized in
writing by NETg.

2. Term of License. The term of this Agreement commences upon your first use of
this Product and expires on the date specified in your applicable written agreement with NETg or
or its reseller or invoice from NETg or its reseller, unless sooner terminated for breach; provided,
however, that where there is no such written agreement or invoice, you will be deemed to have a
perpetual single user license, unless sooner terminated for breach. NETg shall have the right to
terminate this Agreement after giving written notice to you of your failure to satisfy any of your
obligations hereunder if you then fail to cure such failure to NETgłs satisfaction within thirty
(30) days after receiving such notice. In addition, NETg shall have the right to terminate this
Agreement in the event you cease to do business or become bankrupt.

3. End of Term. Upon the termination or expiration of the term of this Agreement,
you shall cease all use of all copies of the Product and related documentation which you received
or created hereunder and you shall destroy all copies of this Product and all related
documentation and, as applicable, you shall delete all copies of this Product installed on your
computer, workstation and/or network.


4. Copyright and Proprietary Rights. Title to this Product, including its
component parts and user interface, and all related documentation, and patents, copyrights and all
other property rights applicable thereto, shall at all times remain solely and exclusively with
NETg and its licensors, and you shall not take any action inconsistent with such title. This
Product is protected by United States and other applicable copyright laws and by international
treaty provisions. Therefore, you may not reproduce, copy, broadcast, publicly perform or
display, network (except to the extent allowed under Section 1(c) above), modify, enhance,
supplement, create derivative works from, adapt, translate, disassemble, alter, decompile, reverse
engineer or otherwise reduce this Product to human readable form, in whole or in part, except
that you may (a) make a single copy of this Product solely for backup and archival purposes, and
(b) make a reasonable number of copies of the related documentation for your internal use only,
provided all copyright notices, trademarks and other proprietary legends contained on the
original Product and documentation are reproduced on the copies and that they are not removed
from the original Product or documentation itself. NETg and its licensors retain all rights not
expressly granted to you in this Agreement.

5. Other Restrictions. This Agreement is your proof of license to exercise the
rights granted herein and cannot be transferred. Therefore, you may not sublicense, sell, lease,
rent, disseminate, lend, distribute or permit the use of this Product by others.

6. No Warranty. This Product is licensed "AS IS," without warranties or
conditions of any kind. NETg does not warrant that the functions or features contained in this
Product will meet your requirements or that the operation of this Product will be uninterrupted or
error free. Any and all related and subsequent support issues shall be directed to the party from
which you received the media containing this Product, unless you have entered into a separate
support service contract directly with NETg. NETg DISCLAIMS ALL CONDITIONS AND
WARRANTIES, STATUTORY OR OTHERWISE, BOTH EXPRESS AND IMPLIED,
WITH RESPECT TO THE PRODUCT, ITS QUALITY AND PERFORMANCE AND
THE RELATED DOCUMENTATION, INCLUDING BUT NOT LIMITED TO IMPLIED
CONDITIONS OR WARRANTIES, STATUTORY OR OTHERWISE, OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-
INFRINGEMENT. Some jurisdictions do not allow limitations on how long an implied
warranty lasts, so the above limitation may not apply to you.

7. Limitation of Liability. NETg AND ITS LICENSORSł LIABILITY TO
YOU AND YOUR EXCLUSIVE REMEDY FROM NETg AND ITS LICENSORS SHALL
BE LIMITED IN ANY EVENT TO ACTUAL DIRECT DAMAGES TO THE EXTENT
CAUSED SOLELY BY THE ACTS OR OMISSIONS OF NETg, AND SHALL NOT
EXCEED THE AMOUNT YOU PAID FOR THE PRODUCT WHICH DIRECTLY
CAUSED SUCH DAMAGE. IN NO EVENT SHALL NETg OR ANY OF ITS
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE FOR
ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGE FOR
LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS, DAMAGE OR
DESTRUCTION OF DATA, LOSS OF GOOD WILL, OR OTHER PECUNIARY LOSS)
WHETHER BASED IN CONTRACT OR TORT, INCLUDING NEGLIGENCE,
ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT OR
RELATED DOCUMENTATION, EVEN IF NETg OR ITS LICENSORS HAVE BEEN
ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not
allow the exclusion or limitation of indirect, special, consequential, incidental or exemplary
damages or the limitation of liability to specified amounts, so the above limitation or exclusion
may not apply to you.


8. Government Contracts:

A. License to the Government: The Training Product and Documentation are
"commercial computer software" or "commercial computer software documentation." Absent a
written agreement to the contrary, the Government's rights with respect to such Product or
Documentation are limited by the terms of this Agreement, pursuant to FAR ' 12.212(a) and/or
DFARS ' 227.7202-1(a), as applicable.

B. Your Sublicense to the Government: You shall not provide the Product or
Documentation to any unit or agency of the United States Government unless specified in an
agreement between you and NETg. If you provide the Product or Documentation to a unit or
agency of the United States Government, you shall include any necessary provision in your
contract with such unit or agency to limit the rights of the Government in such Product or
Documentation to the terms and conditions set forth in this Agreement, or as otherwise specified
in the agreement between you and NETg. Such provision shall note that such Product or
Documentation is "commercial computer software" or "commercial computer software
documentation" and that the Government's rights with respect to such Product or Documentation
are limited by the terms of this Agreement, pursuant to FAR ' 12.212(a) and/or DFARS '
227.7202-1(a), as applicable.

9. Export Law Assurance. If this Product has been rightfully obtained by you
within the United States, you agree and certify that neither this Product nor any other technical
data received from NETg, nor the direct product thereof, will be exported outside of the United
States, except as authorized and as permitted by the laws and regulations of the United States. If
this Product has been rightfully obtained by you outside the United States, you agree that you
will not re-export this Product nor any other technical data received from NETg, nor the direct
product thereof, except as permitted by the laws and regulations of the United States and the laws
and regulations of the jurisdiction in which you obtained this Product.


10. Governing Law and Dispute Resolution. This license shall be governed by and
construed in accordance with the laws of the State of Illinois, U.S.A., excluding (a) its conflicts
of laws principles; (b) the United Nations Convention on Contracts for the International Sale of
Goods; (c) the 1974 Convention on the Limitation Period in the International Sale of Goods; and
(d) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. Any dispute,
controversy or claim arising out of or relating to this Agreement or to a breach hereof, including
its interpretation, performance or termination, shall be finally resolved by arbitration. The
arbitration shall be conducted by a single arbitrator, jointly appointed by NETg and you, or if
you and NETg cannot agree on a single arbitrator within 30 days after either party requesting
such joint appointment, then by the President of the American Arbitration Association ("AAA").
The arbitration shall be conducted in English and in accordance with the commercial arbitration
rules of the AAA, which shall administer the arbitration and act as appointing authority. The
arbitration, including the rendering of the award, shall take place in Chicago, Illinois, U.S.A.,
which shall be the exclusive forum for resolving such dispute, controversy or claim. The
decision of the arbitrator shall be binding upon the parties hereto, and the expense of the
arbitration (including without limitation the award of attorneys' fees to the prevailing party) shall
be paid as the arbitrator determines. The decision of the arbitrator shall be executory, and
judgment thereon may be entered by any court of competent jurisdiction. Notwithstanding
anything contained in this Section 10 to the contrary, NETg shall have the right to institute
judicial proceedings against you or anyone acting by, through or under you, in order to enforce
NETgłs rights hereunder through reformation of contract, specific performance, injunction or
similar equitable relief.

11. General. This Agreement does not affect any existing written agreement between
you and NETg and may be superseded by a subsequent written agreement signed by both you
and NETg. Except as indicated in the prior sentence, this Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof, and supersedes all prior
or contemporaneous understandings or agreements, written or oral, regarding such subject
matter. No amendment to or modification of this Agreement shall be binding unless in writing
and signed by a duly authorized representative of NETg and you. Terms and conditions as set
forth in any purchase order which differ from, conflict with, or are not included in this
Agreement, shall not become part of this Agreement unless specifically accepted by NETg in
writing. You shall be responsible for and shall pay, and shall reimburse NETg on request if
NETg is required to pay, any sales, use, value added (VAT), consumption or other tax (excluding
any tax that is based on NETgłs net income), assessment, duty, tariff, or other fee or charge of
any kind or nature that is levied or imposed by any governmental authority on this Product. If for
any reason a court of competent jurisdiction finds any provision of this Agreement or portion
thereof to be unenforceable, that provision of the Agreement shall be enforced to the maximum
extent permissible so as to effect the intent of the parties, and the remainder of this Agreement
shall continue in full force and effect.



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