PALLADIUM CHARACTER GENERATOR PROGRAM -- LICENSE AGREEMENT

This is a legal agreement between you, the end user, and PALLADIUM BOOKS®, INC., ("PALLADIUM BOOKS"). BY DOWNLOADING/SAVING THIS SOFTWARE PACKAGE AND/OR OPENING THIS PACKAGE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

SOFTWARE LICENSE

1. GRANT OF LICENSE. Palladium Books grants to you the right to use one copy of the enclosed software program (the "SOFTWARE") on a single terminal connected to a single computer (i.e., with a single CPU). You may not network the SOFTWARE or otherwise use it on more than one computer or terminal at the same time.

2. COPYRIGHT AND TRADEMARK. The SOFTWARE is owned by Palladium Books, and is protected by United States copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE like any other copyrighted material (such as a game or book) except that you may either: (a) make one (1) copy of the SOFTWARE solely for backup or archival purposes, or (b) transfer the SOFTWARE to a single hard disk, provided that you keep the original solely for backup or archival purposes. You may not copy any written material accompanying the SOFTWARE, nor may you use the trademarks, "Palladium Books", "Rifts", or any other Palladium Books trademark, registered or unregistered, except you may use such trademarks solely in connection with your permitted use of the SOFTWARE. You shall not display, transmit, or otherwise use the SOFTWARE on the Internet, World-Wide Web, or other such interactive media.

3. OTHER RESTRICTIONS. You may not rent or lease the SOFTWARE, but you may transfer the SOFTWARE and accompanying written materials on a permanent basis provided that you retain no copies and the recipient agrees to the terms of this Agreement. You may not reverse engineer, decompile, or disassemble the SOFTWARE.

4. WARRANTY. Palladium Books does not warrant this SOFTWARE. PALLADIUM BOOKS DISCLAIMS ALL OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE, THE ACCOMPANYING WRITTEN MATERIALS, AND ANY ACCOMPANYING HARDWARE.

CUSTOMER REMEDIES. Palladium Books' entire liabilaity and your exclusive remedy shall be, at Palladium Books' option, either (a) return of the price paid or (b) repair or replacement of the software that does not meet Palladium Book's Limited Warranty and which is returned to Palladium Books with a copy of your receipt within 90 days. This Limited Warranty is void if the software has been revised, modified, or changed or if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

LIMITATION OF LIABILITY. IN NO EVENT SHALL PALLADIUM BOOKS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THIS PRODUCT. EVEN IF PALLADIUM BOOKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

This Agreement is governed by the laws of Michigan, and the undersigned submits to Michigan trademark laws.

Should you have any questions concerning this Agreement, or if you desire to contact Palladium Books for any reasons, please write or call Palladium Books, 12455 Universal, Taylor, Michigan 48180, USA. Telephone: 313/946-2900.

PALLADIUM BOOKS, INC.