BOOKSHARE.ORG PROJECT OF BENEFICENT TECHNOLOGY, INC.

VOLUNTEER AGREEMENT

THIS IS A VOLUNTEER LICENSE AGREEMENT (called the "Agreement") governing the use of a special, limited access, World Wide Web Site, which provides digital copies of books and other copyrighted matter intended solely for the personal use of the blind or other people with disabilities who are eligible to receive copyrighted materials under the provisions of 17 U.S.C. Sec. 121. The Agreement is between BENEFICENT TECHNOLOGY, INC., a California public benefit corporation, DBA The Benetech Initiative, with its principal address at Beneficent Technology, Inc., 480 California Ave., Suite 201, Palo Alto, CA 94306 (herein called "Benetech") and the individual named below (called "Volunteer"). This Agreement is made on the terms and conditions set forth below, and shall be effective for the period specified.

BACKGROUND RECITALS OF FACT:

A. Benetech is in the process of continued development and testing of software and a database for use at the World Wide Web Site, located at www.bookshare.org (the "Web Site", the definition of which includes related web locations such as submit.bookshare.org), which is intended to comply fully with the requirements of 17 U.S.C. Sec. 121. A copy of this law is posted on the Web Site. Under 17 U.S.C. Sec. 121, Benetech meets the definition of an Authorized Entity, and therefore is authorized to distribute copyright material in specialized formats for use only by people with qualifying disabilities, and to retain agents to accomplish this purpose.

B. Benetech desires to allow individuals access to Benetech's Web Site and to license them to use the site as agents of Benetech to help develop content for the Web Site. Each individual is herein referred to as "Volunteer."

C. Volunteer seeks restricted access to Web Site to use the Web Site and its contents on Volunteer's computer system to assist Benetech in the development of Content, in the form of electronic books and other titles, for the sole purpose of creating accessible content for people with disabilities. Volunteer will carry out a range of activities on behalf of Benetech, as outlined in the Volunteer Job Description that is attached as Exhibit A and which Description can be found at www.bookshare.org. These Volunteer duties include, but are not limited to providing and scanning electronic books and other content, assisting in the necessary processes to convert files to formats that will be made available on the Web Site to people qualifying under 17 U.S.C. Sec. 121, and includes reviewing content for quality, correcting errors, adding structural markup where necessary, and writing reviews of Content. Benetech may, from time to time, assign other related duties to Volunteer under this Agreement.

BASED ON THE FOREGOING FACTS, THE PARTIES AGREE AS FOLLOWS:

1.0 Agent of Benetech. By signing or electronically agreeing to the terms of this Agreement, accessing the Web Site or downloading materials from the Web Site as a Volunteer, Volunteer certifies to Benetech and the owners of the copyrights in the materials provided through the Web Site (the "Content") that Volunteer is acting solely as an agent of Benetech. Volunteer understands that the activities and responsibilities of a Volunteer must be limited to those outlined in the Bookshare.org Volunteer Job Description or expressly requested by an authorized Benetech manager. Volunteer understands that activities and responsibilities outlined in the Volunteer Job Description may only be carried out from a United States location, and that the exact assigned activities may change periodically. Volunteer understands that under 17 U.S.C. Sec. 121 Volunteer may not change the format of the Content downloaded except as explicitly requested by Benetech in order to process Content. If Volunteer subsequently signs a Bookshare.org User Agreement, and qualifies by providing legal proof of visual or other recognized disability, the terms of that agreement shall supercede this Agreement.

While Volunteer may have to copy or modify the Content as part of Volunteer's responsibilities, Volunteer agrees not to reproduce or redistribute those materials to or for anyone else without the prior written permission of Benetech. Volunteer understands that any violation of these restrictions, including, but not limited to, assisting anyone else to defeat the encryption involved in delivery of these Content, may constitute copyright infringement for which Volunteer will be liable to the copyright owners and may violate the provisions of 17 U.S.C. Sec. 121 and other parts of the Copyright Act, as amended from time to time.

Volunteer understands that there may be Content on the Web Site that contains language with profanity or obscenity that may not be appropriate for individuals who are under 18 years of age. If under 18, Volunteer and Volunteer's parent or guardian understand that there are certain Volunteer duties that require Volunteer to view content that has not yet been categorized, and that Volunteer may, in the process of processing Content, view Content that would be in the "Adult Content" category once it received its categorization.

2.0 Permission to Access and License to Use The Web Site.

2.1 Benetech will provide Volunteer, without charge, with a user name and password to access the contents of the Web Site and to decrypt the downloaded Content that Volunteer will process, which access permission is valid only for the duration of this Agreement.

2.2 Benetech grants Volunteer a terminable, nonexclusive, royalty free license to access the Web Site from Volunteer's computer or computers and to download, display, and use the Content listed in the Volunteer Section of the Web Site solely for purposes of processing and evaluating the quality of the electronic files, all in accordance with the terms, conditions, and restrictions of this Agreement. Benetech does not own or have the right to license the copyrighted Content accessed through the Web Site. Access to and use of these materials is solely provided through the provisions of 17 U.S.C. Sec. 121.

2.3 Volunteer is responsible for the security of Volunteer's computer and software environment.

2.4 Benetech may provide Volunteer with access software tools to assist in the processing of the Content. Volunteer shall comply with the licensing terms that accompany such software tools.

3.0 License is Temporary. The license to access the Bookshare.org Web Site granted under this Agreement is temporary. Benetech retains the right to terminate Volunteer's right to access the Web Site at any time - with or without cause and with or without prior notice. When use is terminated, Volunteer is required to, and agrees to, destroy all Content downloaded under this Agreement.

4.0 No Transfer of Contents. Volunteer shall not allow others to access the Web Site using Volunteer's user name and password, nor shall Volunteer allow others to download its contents, nor shall Volunteer transfer to third parties any copies of any Content Volunteer downloads, without the prior written approval of Benetech. Volunteer acknowledges that Benetech uses digital rights management technology to track violations of copyright law and Benetech contractual agreements, which technology may include codes embedded in the Content that are specific to Volunteer. Volunteer will not knowingly delete or tamper with such technology or codes.

5.0 Proprietary Rights. The entire right, title and interest to the intellectual property rights in the Contents made available through the Web Site, including all copyright, patent, trademark, trade secret or other legal rights shall remain the exclusive property of the owners of such intellectual property rights. No license or other rights of any kind are granted or conveyed by the act of Benetech transmitting or making available proprietary or other information through the Web Site to Volunteer under this Agreement, or by allowing Volunteer to access the Web Site hereunder, except for a limited license to use the Web Site for the purposes expressly provided in this Agreement. Benetech intends to operate the Web Site in full compliance with 17 U.S.C. Sec. 121. Any use by Volunteer in contravention of that law is a violation of this Agreement.

6.0 Volunteer Name, Password, and Volunteer Evaluation.

6.1 Once Volunteer agrees to these terms by selecting "I Agree" on the Web Site, or once Benetech receives the signed copy of this Agreement from Volunteer, Benetech will provide Volunteer with access to the Volunteer functionality and Content section of the Web Site. Volunteer shall retain his or her user name and password in strict confidence and shall not disclose the user name or password or otherwise assist any third party to gain access to the Web Site. The design and amount of content on the Web Site available to Volunteer may change from time to time without notice to Volunteer. Volunteer shall login from only one machine or location at a given time.

6.2 Volunteer shall access, and use the Web Site and its content according to the Volunteer instructions displayed on the Site, and under the terms of this Agreement, without compensation from Benetech, other than the benefit of helping build the Bookshare.org service. Volunteer understands that Benetech will not reimburse Volunteer for expenses incurred during the process of carrying out Volunteer responsibilities unless expressly agreed upon in advance and in writing and signed by an authorized employee of Benetech. Volunteer should check with a tax advisor because some limited expenses incurred in this activity may be tax deductible.

6.3 Volunteer will provide Benetech with performance reports and feedback, from time to time, during work under this Agreement as requested by Benetech. Benetech shall have the right to observe, monitor, and make a record of Volunteer's access to and use of the Web Site using electronic site tracking technology. Volunteer understands that Volunteer is acting as an agent of Benetech, and expressly waives any right of privacy or similar rights as to information about such activities and access during this work.

6.4 Unless Volunteer requests to have his or her name excluded (by sending an email to volunteer@bookshare.org), Benetech has the right to recognize the contribution of Volunteer in a special volunteer recognition section of the Web Site by listing Volunteer's name, Content submissions, and Content processing totals.

6.5 Benetech shall have the right, from time to time, to notify copyright owners of the identity of Volunteers, without prior notice to the Volunteer, for purposes of verification of the rights of Volunteer and Benetech to use the copyrighted materials, and to investigate or prosecute Volunteers and other users if they appear to be violating the provisions of this Agreement or the provisions of 17 U.S.C. Sec. 121.

7.0 Use, Modification, and Suggestions.

7.1 The limitations on Volunteer's use of the Bookshare.org Web Site and Content are set forth in this Agreement, but Volunteer should be aware that any use of Content beyond the Volunteer activity is still subject to intellectual property and other applicable laws for the protection of the owners of the Content and Benetech as provided by 17 U.S.C. Sec. 121.

7.2 Volunteer may upload additional materials to the Web Site as part of the Volunteer responsibilities. Volunteer will not knowingly upload any materials that are proprietary or that were obtained illegally or in breach of any contract or license. Volunteer will not upload any materials that are explicitly restricted under 17 U.S.C. Sec. 121, including examinations, testing materials, answer sheets, and dramatic works. If Volunteer is unsure whether particular material is restricted, Volunteer will contact Benetech to verify permission prior to uploading such Content. Volunteer will not upload materials that are sample course materials such as papers, essays, reports, presentations, projects, and problem sets that represent assigned work as part of a course, or teachers' editions of textbooks. Volunteer will also not upload materials already in digital form as issued by the original publisher. Examples of this are commercially available e-books or accessible digital book files received by schools directly from publishers.

In processing and/or uploading materials, Volunteer shall not alter the materials as published, but if there are deletions or changes made due to the source or process used, Volunteer shall indicate such deletions and changes at the point of deletion or change, and shall identify the nature of the changes wherever possible. Errors due to Optical Character Recognition scanning technology do not need to be individually identified. All uploads shall include a scan or text of the copyright notices on the materials and, where available, a scan of the book's dust jacket. Benetech reserves the right to reject any materials submitted which appear to violate these rules and conditions, are deemed unusable, to correct, in its sole discretion any failure to identify deletions or changes made from the original material, and to correct any other errors found in the material during review.

7.3 Volunteer shall not alter, or make additions or deletions to the Content downloaded under this Agreement in such manner as would make it appear that the copyright owner of the materials was in any way responsible for such changes or that the copyright owner and date were different than the rightful ones. This does not, however, preclude Volunteer from making corrections to material that will bring material closer to the form in which the owner or publisher originally made the material available. Such changes include, but are not limited to, correcting errors caused by the Optical Character Recognition process. Volunteer shall accurately represent the quality of the material and shall make best efforts to correctly label material according to Bookshare.org's published policies. Volunteer shall not submit or upload any material that contains known viruses or worms.

7.4 Material scanned by Volunteer may not be used for purposes other than those outlined in the Volunteer job description or distributed to third parties, because such uses would generally violate Copyright law. There are some narrow exclusions that may apply to Volunteers who are actively working for the educational system and/or have specific legal authority to scan books (for example, a teacher or aide scanning a book for a disabled student under a specific state law mandating or permitting such access). Volunteer is responsible for ensuring that any such activities are conducted in compliance with applicable laws and is advised to consult with legal counsel on whether such exclusions apply to Volunteer's activities.

While Volunteer may have to copy or modify the Content as part of Volunteer Activities, Volunteer agrees not to reproduce or redistribute those materials to or for anyone else without the prior written permission of Benetech. Volunteer understands that any violation of these restrictions, including, but not limited to, assisting anyone else to defeat the encryption involved in delivery of these Content, may constitute copyright infringement for which Volunteer will be liable to the copyright owners and may violate the provisions of 17 U.S.C. Sec. 121 and other parts of the Copyright laws.

8.0 Technical Support. Benetech shall provide Volunteer with such level of technical support as Benetech deems necessary or reasonable during the term of this Agreement. Benetech makes no representation or assurance that such level will be adequate or as to the extent that it will be available.

9.0 No Warranty - AS IS. The Web Site is still under development and subject to further engineering and user evaluation and testing. As a result, Benetech MAKES NO EXPRESS OR IMPLIED WARRANTIES OF PERFORMANCE OF ANY KIND. ACCESS TO THE WEB SITE IS PROVIDED TO VOLUNTEER AS IS and WITH ALL FAULTS. BENETECH SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ON BEHALF OF ITSELF AND THE OWNERS OF THE COPYRIGHTED MATERIALS. VOLUNTEER must also understand that the original publishers of the materials have, in some cases, not been the actual provider of the materials; and that no publisher of these materials warrants in any way the accuracy or completeness of the materials available on the Benetech Web Site, since they have neither authorized nor furnished the materials and have no control over their completeness or accuracy in the form presented. The publishers of these materials do not waive any of their rights under the copyright laws by permitting their use and distribution under 17 U.S.C. Sec. 121.

10.0 Limitation of Liability; Indemnity by Volunteer.

10.1 Since the Web Site is being provided without charge to Volunteer for purposes of Content provision and Content processing, Volunteer agrees that neither Benetech nor the original publishers of the Content shall be financially responsible for any loss or damage to Volunteer or any third parties caused by the failure or malfunction of the Web Site or by the failure of Benetech to provide access to any of the Content of the Web Site, or as to the accuracy or completeness of any content available on the Web Site. Similarly, the publishers of the Content make no representations as to accuracy, completeness, etc. of the materials available on the Web Site.

10.2 BENETECH, AND THE PUBLISHERS AND COPYRIGHT OWNERS OF THE CONTENT, SHALL NOT IN ANY CASE BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING OF, THE PERFORMANCE OF, OR VOLUNTEER'S USE OF THE WEB SITE AND THE CONTENT PROVIDED HEREUNDER.

10.3 Volunteer agrees to indemnify and hold Benetech, and the publisher and all content owners, harmless from any liability, loss, damage or expense, including reasonable attorney's fees and costs, that results from any claim which may be made by any person, whether a publisher or copyright owner or otherwise, that arises out of or results from Volunteer's submission of Content or materials for use on the Web Site which has in any way been modified, shortened, added to, or in any way been materially changed from the original by Volunteer, other than in compliance with the Bookshare.org Volunteer Job Description. Such improper modifications by the Volunteer is strictly prohibited by this Agreement in order to avoid such problems. This indemnity includes claims arising out of Volunteer's breach of Volunteer's obligations, including Section 7.4, under this Agreement.

11.0 Web Site Function and Content. Benetech reserves the right to alter the features, specifications, capabilities, functions, add or remove Content available, and to change any other details relating to the operation of the Web Site at any time.

12.0 Disclosure of Site; Advertising. Volunteer shall not advertise or make public or disclose to any individual the existence of the Web Site without the advance written consent of Benetech, until such time as the Web Site becomes fully operational and generally available to qualified persons or organizations.

13.0 Assignment. Volunteer shall not assign any rights under this Agreement. Any attempted assignment shall be null and void, and shall automatically terminate this Agreement without further notice to Volunteer.

14.0 Waiver. Failure to exercise any rights hereunder shall not constitute a waiver or forfeiture of such rights of any party or third party beneficiary hereunder.

15.0 Term and Termination.

15.1 The initial term of this Agreement shall begin when Volunteer signs this Agreement or otherwise expressly assents to its terms, accesses the Bookshare.org web site, or downloads materials from the Web Site under this Agreement. The initial term shall end after three (3) years, and shall be automatically renewed annually unless terminated by either party as provided hereunder.

15.2 Either party may terminate this Agreement without cause upon fifteen (15) days prior written notice, notwithstanding the foregoing initial term. It may be terminated for cause upon 8 hours notice.

15.3 In the event of the expiration or termination of this Agreement, the provisions of paragraphs 2.0, 3.0, 4.0, 5.0, 6.0, 9.0, 10.0, 11.0, 12.0, 13.0, 14.0, 15.0, 16.0. 17.0, and 18.0 hereof shall survive and shall remain in full force and effect. Notwithstanding the foregoing survival clause, Volunteer expressly agrees that nothing contained in this Agreement nor the rights that may end on termination of this Agreement will in any way relieve Volunteer of Volunteer's obligations under the Copyright Laws to respect the rights of the copyright owners of the Content downloaded and used under this Agreement, both during the term and thereafter for the term of the applicable copyright on the work in question.

16.0 Governing Law. This Agreement shall in all respects be interpreted, construed in accordance with, and governed by the internal laws of the State of California, without regard to the rules on conflict of laws, and copyright aspects shall be governed by U.S. copyright laws.

17.0 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be sent by facsimile or email, and confirmed by prepaid express courier or certified mail addressed to the other party at the address shown at the beginning of this Agreement or at such other address for which such party subsequently gives notice hereunder. Such notice shall be deemed to have been given the earlier of the date of actual receipt or three (3) days after deposit in the mail, except where a termination for cause occurs in which case notice shall be deemed complete in 8 hours.

18.0 Entire Agreement. It is understood and agreed that this Agreement contains the entire understanding of the parties relating to the subject matter hereof and that any representation, promise, or condition not contained herein shall not be binding on either party. It is further agreed that any amendments or modifications to this Agreement must be in writing, specifically referencing and amending or modifying this Agreement, and signed by authorized representatives of each party.

IN WITNESS WHEREOF, the Volunteer has agreed to the terms of this Agreement, by his or her signature below, or by expressly assenting to these terms electronically.

IN WITNESS WHEREOF Volunteer certifies under penalty of perjury under the laws of the state of California that Volunteer has read this Agreement, that Volunteer understands the Agreement, agrees to be bound by it. Volunteer further certifies that Volunteer is at least 18 years of age and has the capacity to contract. If Volunteer is under 18 or lacks the capacity to contract, then this Agreement shall be countersigned, affirmed and assumed by Volunteer's parent or legal guardian.