INDIVIDUAL CD LICENSE AGREEMENT

This Agreement (the "Agreement") is entered into between W.V.H., Inc. ("Licensor"), and the Licensee, as of the "Effective Date," as defined below. Licensor and Licensee agree to the following terms and conditions.

I. DEFINITIONS

The following terms, when used in this Agreement, shall have the meanings indicated:

"Effective Date" means the date we ship your CD-ROM to you FedEx Express Saver (3 business days) or similar service.

"End-user" means any individual or entity that receives the Software from Licensor.

"Software" means computer instructions, still or video images, and other content delivered by Licensor to Licensee in CD form for use on computers in the sale of Licensee's financial products. Software includes, without limitation, all ideas, concepts, templates, navigation, and graphics contained on the CD at the time it is delivered to Licensee or that is added by or with the permission of Licensor thereafter.

II. LICENSE

Licensor grants Licensee a non-exclusive, non-transferable license to use Licensor's Software.

Licensee may not copy, transfer, or release the Software in part or in whole without the expressed written permission from Licensor. Furthermore, Licensee will not allow any other insurance and/or security licensed agent, broker, advisor, or rep to use Software.

Licensor reserves the right to sell or license the Software including its rights to Licensor under this Agreement to any other individual, entity, or corporation.

III. TITLE

Title and full ownership rights in the Software shall remain with Licensor subject to the rights of Licensee under this Agreement. The Licensee acknowledges that it has been advised by Licensor that the Software and related documentation have been developed by Licensor as valuable trade secrets. The Licensee agrees to preserve the confidential nature of these trade secrets by retaining and using the Software only for the purposes contemplated by this Agreement.

The Software will require a password. Passwords will be provided by Licensor as needed for the Software to remain operational during the Term of this Agreement.

IV. TERM

The initial Term of this Agreement shall be one year, starting on the Effective Date.

This Agreement shall automatically renew for successive one year periods, unless either party gives written notice of termination by US Mail, return receipt requested, to the other at least ninety (90) days prior to the expiration of the then-current Term.

Upon termination of this Agreement, Licensee shall delete the Software and all derivatives and manifestations thereof from all of its computers and certify to Licensor that they have been destroyed. Following the termination of this Agreement, Licensee shall have no further right to use or disseminate the Software or any password required to make the Software operational. Licensee shall be subject to payment to Licensor of an amount equal to three times the most recently paid Annual License Fee for each year or partial year that such use continues beyond the termination of this Agreement.

V. ANNUAL LICENSE FEE

Licensee agrees to pay Licensor a $699 Annual License Fee for the Software on a CD.

In the case of renewals, if the Annual License Fee is not received within 45 days of the annual renewal date, Licensee will pay all Licensor's attorney fees, court costs, and other expenses incurred to collect it.

VI. LIMITED WARRANTY

LICENSOR WARRANTS THAT THE SOFTWARE WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE SPECIFICATIONS SET FORTH IN THE ACCOMPANYING DOCUMENTATION FOR A PERIOD OF NINETY (90) DAYS AFTER PAYMENT OF THE ANNUAL LICENSE FEE WHEN PROPERLY INSTALLED ON A COMPUTER RUNNING A SYSTEM ON WHICH THE SOFTWARE IS DESIGNED TO OPERATE. EXCEPT AS PROVIDED IN SECTION XI, PROGRAM ERRORS, LICENSOR DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR OPERATE FREE FROM ERROR. WITH THE EXCEPTION OF ANY MATERIALS PROVIDED BY LICENSEE, LICENSOR WARRANTS THAT THE SOFTWARE CONSISTS SOLELY OF ELEMENTS THAT ARE (A) OWNED BY LICENSOR, (B) IN THE PUBLIC DOMAIN, OR (C) LICENSED BY LICENSOR. LICENSOR WARRANTS AND REPRESENTS THAT IT HAS THE RIGHT TO GRANT THE LICENSE SET FORTH IN THIS AGREEMENT. LICENSOR DISCLAIMS ALL OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO WARRANTY BROADER THAN THAT EXPRESSLY PROVIDED WILL ARISE EXCEPT PURSUANT TO A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LICENSOR.

VII. LIMITED REMEDIES

Licensor shall not be liable for any incidental or consequential damages (including damages for loss of business, profits, or the like) arising out of the use or inability to use the Software even if Licensor or its representatives have been advised of the possibility of such damages.

VIII. LIMITED LIABILITY

LICENSEE HOLDS LICENSOR, ITS OFFICERS, AND ITS EMPLOYEES HARMLESS FROM, AND AGREES TO INDEMNIFY THEM AGAINST ANY CLAIMS, DAMAGE, LOSS, OR EXPENSE (INCLUDING, BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES) ARISING OUT OF THE USE OF SOFTWARE.

THE LIABILITY OF LICENSOR FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER THEREOF INCLUDING ANY CLAIM AGAINST LICENSEE BY THIRD PARTIES RELATING TO THE SOFTWARE, WHETHER ARISING IN CONTRACT OR TORT AND/OR ANY DUTY TO DEFEND ANY SUCH CLAIM SHALL NOT EXCEED THE ANNUAL LICENSE FEE PROVIDED IN SECTION V.

IX. TERMINATION

Either party may terminate this Agreement if the other party breaches a material provision thereof and fails to remedy such breach as quickly as possible, but in all events not later than 30 days following receipt of written notice of breach.

Upon termination for any reason, all rights granted to Licensee under this Agreement shall immediately cease and revert to Licensor.

X. MISCELLANEOUS

Program Errors
Licensee understands that the software it receives from Licensor may contain errors or bugs and that it is the Licensee's responsibility to review software before using Software.

General

Severability
If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, then that portion will be severed and the other provisions of this Agreement will remain in full force and effect.

Entire Agreement
This Agreement supersedes any and all prior agreements, written or oral, between the Licensor and Licensee.

Governing Law
This Agreement shall be deemed to have been entered into in, and shall be governed by, the laws of the State of California.

Addresses for Notices and Payments
Notices shall be given and payments made to Licensor at the following addresses:

Licensor: WVH, Inc.
     10626 Falcon Rim Point
     San Diego, CA 92131
     Telephone (800) 800-7253

Notices and payments will be effective when received. Either party may change its address for notices or payments by giving a written notice of the change to the other.