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SETTLEMENT AGREEMENT AND MUTUAL RELEASES

This Settlement Agreement (Agreement") is made this by and between Nasterfile
Corporation (Nasterfile"), a Canadian corporation, located at 3 Concorde Gate, Fourth Floor, Toronto,
Ontario, N3C 3N7, and (Company"), a Canadian corporation,
located at The signatories to this
Agreement hereinafter are referred to singularly and collectively as respectively a Party" or Parties."
RECITALS
WHEREAS Nasterfile is a stock photo library engaged in the licensing of images to users for a fee;
WHEREAS Company published one (1) Nasterfile !mages, listed on Schedule A hereto (the Nasterfile
!mages") on web site located at URL (the Web Site");
WHEREAS Nasterfile alleges that the Nasterfile !mages were not properly licensed from Nasterfile for
publication on the Web Site and that such publication constitutes copyright infringement;
WHEREAS upon notice of the alleged infringement, Company removed the Nasterfile !mages from the
Web Site;
WHEREAS Nasterfile has the right to enforce copyright infringement claims with respect to the Nasterfile
!mages;
AND WHEREAS the Parties desire to avoid the necessity, risk, expense and inconvenience of litigation and
wish to resolve and settle all copyright infringement claims between the Parties related to the use of the
Nasterfile !mages on the Web Site; and
COVENANTS
NOW THEREFORE, in consideration of the payment, mutual promises and releases contained herein and
other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged,
the Parties agree as follows:
1. Nasterfile represents and warrants that it has the full right and authority to settle all copyright
infringement claims with respect to the Nasterfile !mages.
2. Company agrees to pay Nasterfile
, inclusive of applicable taxes according to the payment schedule below. The
cheques made payable to Nasterfile Corporation, will be sent via Federal Express or other courier
to Nasterfile by , along with a signed copy of this Agreement. The payment schedule
is as follows:




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3. Company acknowledges and understands that, in agreeing to this settlement, Nasterfile has relied
upon the warranties and representations set forth in this Agreement. !f the payment is not made
in accordance with this Agreement, or in the event that Company breaches the terms of this
Agreement in any other way, Nasterfile's release of claims will be void and Nasterfile will be
entitled to seek all normal relief which it may obtain from the Court.
+. !n consideration of the mutual agreements, covenants and releases contained herein, and with the
exception of the rights and obligations created or preserved by this Agreement:
(a) Nasterfile, its officers, directors, shareholders, employees, subsidiaries, parents,
successors and assigns (the Nasterfile Parties"), hereby agree that Company, and its
officers, directors, shareholders, employees, subsidiaries, parents, successors and assigns
(the Company Parties") shall have no liability or obligation to the Nasterfile Parties as a
result of any copyright infringement claim existing at any time prior to the date of this
Agreement arising out of or connected with or relating to the use of the Nasterfile
!mages on the Web Site (the Released Natter"). Accordingly, each of the Nasterfile
Parties hereby forever relieves, releases and discharges each of the Company Parties of
and from any and all copyright infringement claims, debts, liens, liabilities, demands,
obligations, promises, acts, agreements, costs and expenses (including, but not limited
to, attorneys' fees), damages, actions and causes of action, whether known or unknown,
suspected or unsuspected, based on, arising out of, or in connection with the Released
Natter.
(b) Nasterfile hereby grants a retroactive license to Company for the use of the Nasterfile
!mage(s) in the context of the Released Natter prior to the date of this Agreement.
(c) Each of the Company Parties hereby agrees that the Nasterfile Parties shall have no
liability or obligation to them with respect to the Released Natter. Accordingly, each of
the Company Parties hereby forever relieves, releases and discharges each of the
Nasterfile Parties of and from any and all claims, debts, liens, liabilities, demands,
obligations, promises, acts, agreements, costs and expenses (including, but not limited
to, attorneys' fees), damages, actions and causes of action, whether known or unknown,
suspected or unsuspected, based on, arising out of, or in connection with the Released
Natter.
5. The Company Parties represent and warrant that they have permanently ceased and shall desist
from reproducing, distributing, displaying, broadcasting, creating derivative works based on the
Nasterfile !mages or making any further use of the Nasterfile !mages.
6. This Agreement involves a compromise and does not constitute an admission of liability on the part
of any Party. Except as otherwise expressly stated herein, each Party shall bear its own costs, fees
and expenses in any way connected with the matters which are referenced or covered herein.


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7. The Parties shall maintain this Agreement and each of its terms strictly confidential and shall not
disclose them to any person not a Party to this Agreement (other than legal and tax advisors and
Nasterfile's artists and copyright monitoring companies, as necessary) unless required to do so by
law.
8. !n entering into this Agreement, the Parties hereto acknowledge and represent that they have each
reviewed this Agreement with counsel of their choice or had the opportunity to do so and declined.
Therefore, this Agreement shall not be construed against the Party or its representative who
drafted this Agreement or any portion thereof. The Parties further represent that the terms of this
Agreement have been completely read by them, and that those terms are fully understood and
voluntarily accepted by them and that they enter into this Agreement as a matter of their own free
will.
9. !n the event litigation is necessary to enforce a provision or provisions of this Agreement, all
reasonable costs, expenses and attorney's fees, whether taxable or not, shall be paid by the non-
prevailing Party to the prevailing Party.
10. Each Party hereto represents and warrants to the other Parties hereto that they have not sold,
assigned, transferred, conveyed or otherwise disposed of any claim or demand covered by this
Agreement except as expressly contained in this Agreement.
11. Each of the persons executing this Agreement on behalf of a Party hereto warrants and represents
that it, he or she is duly authorized to bind such Party and to execute this Agreement on behalf of
such Party.
12. This Agreement shall be binding upon and inure to the benefit of the Parties' respective legal heirs,
successors and assigns.
13. This Agreement constitutes the entire agreement between the Parties hereto pertaining to the
subject matter hereof and supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions, whether oral or written, of the Parties, and there are no warranties,
representations or other agreements between the Parties in connection with the subject matter
hereof other than as set forth herein.
1+. This Agreement may be executed in counterparts, each of which shall constitute an original and all
of which taken together shall constitute one and the same instrument. Delivery of this Agreement
may be by facsimile or electronic transmission.
15. This Agreement will be governed by and construed according to the laws of the province of Ontario
and the applicable laws of Canada and the Parties irrevocably attorn to the jurisdiction of the
courts of Toronto, Ontario.

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!N W!TNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year
first above written.

MASTERFILE CORPORATION

By: _______________________________ By: ________________________________
Name: Dan Pollack Name: _____________________________
Title: General Counsel Title: ______________________________


Schedule A
List of Masterfile Images