GAPTEL INNOVATIVE SOLUTIONS INC.

("GAPTEL")

SOFTWARE LICENSE AGREEMENT

for

Yoruba For Kids Abroad – Learn Yoruba In 27 Days Software

(the "SOFTWARE")

IMPORTANT! READ THIS LICENSE AGREEMENT BEFORE INSTALLING THE SOFTWARE. BY INSTALLING THE SOFTWARE, YOU (YOU PERSONALLY, IF YOU ARE ACTING ON YOUR OWN BEHALF, OR THE ORGANIZATION FOR WHICH YOU ARE AN AUTHORIZED REPRESENTATIVE) INDICATE YOUR ACCEPTANCE OF AND YOUR INTENTION TO BE LEGALLY BOUND TO GAPTEL BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT INSTALL THE SOFTWARE, INSTEAD PROMPTLY RETURN THE ENTIRE PRODUCT MEDIA PACKAGE AND ACCOMPANYING WRITTEN MATERIALS, IN UNOPENED CONDITION, TO GAPTEL OR THE DEALER FROM WHOM YOU OBTAINED THIS PRODUCT MEDIA PACKAGE FOR A REFUND.

This License Agreement (this "Agreement") is proof of license of a GAPTEL software product, please treat this Agreement as valuable property.

1. LICENSE. In consideration of your purchase, GAPTEL hereby grants to the person who purchased this product from GAPTEL ("YOU") a non-exclusive, non-transferable license (the "License") to install and use the SOFTWARE and user documentation (collectively, the "PRODUCT") on one (1) computer designated by YOU. YOU may use the user documentation only to support YOUR use of the SOFTWARE. YOU will be entitled to receive maintenance upgrades and bug fixes, at no additional cost, for a period of six (6) months from the first date of installation of the SOFTWARE. GAPTEL has not by this License granted YOU rights to any improvement, modification, enhancement, or update of or to the PRODUCT thereafter. Any reference to use of the SOFTWARE means use of the SOFTWARE on the single computer licensed hereunder.

2. USER SUPPORT. GAPTEL will, at no additional cost, provide YOU with commercially reasonable email-based or Internet-based user support in respect of the SOFTWARE for six (6) months following the first installation of the SOFTWARE in accordance with the user support policy specified on GAPTEL’s website (http://www.Gaptel.com and/or http//:www.YorubaForKidsAbroad.com ).

3. RESTRICTIONS ON USE AND TRANSFER. YOU may only transfer the SOFTWARE from one computer to another computer provided that the total number of computers upon which the SOFTWARE is used at any time does not exceed one (1) computer. YOU may not install the SOFTWARE on a server without prior written permission from GAPTEL. YOU may make one (1) single copy of the SOFTWARE for backup purposes only. If YOU want to use the SOFTWARE on more than one (1) computer, YOU must purchase additional licenses from GAPTEL. If YOU wish to use the SOFTWARE on an intranet or the Internet, YOU must first contact GAPTEL to ascertain any further license and tchnical requirements. YOU may use the SOFTWARE solely under the conditions of this License. Upon YOUR failure to comply with the conditions of the License, YOU must return, destroy, or erase all original copies and derivatives of the SOFTWARE in your possession or control.

4. OWNERSHIP. GAPTEL retains all proprietary rights, intellectual property rights, distribution rights and all other rights, titles, copyrights and other interests in and to the PRODUCT (including, but not limited to, all graphic images, text, animation and applets incorporated into, and the "look and feel" of the SOFTWARE) and all copies of the actual SOFTWARE are owned by GAPTEL. This License does not permit YOU or anyone acting on YOUR behalf to copy the SOFTWARE or to disclose, distribute, sublicense, rent, lease, lend, assign, sell or transfer the PRODUCT or any part thereof to any third party. The PRODUCT is protected by copyright laws and international treaty provisions.

5. OTHER RESTRICTIONS. The SOFTWARE contains trade secrets and therefore YOU may not decompile, reverse engineer, disassemble or otherwise reduce the SOFTWARE to a human-perceivable form. YOU may not modify, adapt, translate, or create derivative works based on the PRODUCT or any part thereof. YOU may not sell, transfer, assign, sublicense or otherwise dispose of the PRODUCT or this Agreement, in whole or in part, without the prior written consent of GAPTEL and, after any such permitted disposition, YOU shall no longer have a license to use the SOFTWARE. YOU will not export the SOFTWARE, the technical data or any direct product thereof, either directly or indirectly, except in compliance with all applicable export laws, including the U.S. Export Administration Regulations. YOU shall inform all users of the SOFTWARE of the terms and conditions of this Agreement.

6. LIMITED WARRANTY. GAPTEL warrants the media on which the SOFTWARE is furnished to YOU, if any, to be free of defects in materials and workmanship for a period of ninety (90) days from the date of purchase. GAPTEL does not warrant that the functions contained in the SOFTWARE will meet YOUR requirements or that the SOFTWARE will be or will operate uninterrupted or error-free. YOU (AND NOT GAPTEL AND ITS SUPPLIERS) ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. GAPTEL’s sole liability, and YOUR sole remedy, for any breach of this warranty shall be, at GAPTEL’s option, to repair or replace the defective media.

7.DISCLAIMER. GAPTEL EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS (WHETHER EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE MEDIA AND THE PRODUCT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABLE QUALITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

8.LIMITED LIABILITY. THE CUMULATIVE LIABILITY OF GAPTEL AND ITS SUPPLIERS TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS, ARISING OUT OF OR IN RELATION TO THE PRODUCT OR THIS AGREEMENT OR OTHERWISE SHALL NOT EXCEED THE LICENSE FEE YOU PAID TO GAPTEL FOR THE USE OF THE SOFTWARE. IN NO EVENT SHALL GAPTEL OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFITS, INCLUDING DAMAGES FOR LOST DATA, EVEN IF GAPTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

9. YOUR ACKNOWLEDGMENTS. By installing the SOFTWARE, YOU acknowledge that YOU have read, understand and agree to be bound by the terms and conditions of this Agreement. YOU acknowledge that the SOFTWARE automatically verifies the validity of the "license key" from time to time during its usage and you consent to the disclosure of machine-related (non-personal) identification to GAPTEL at the time of license key validation and installation and subsequently for this purpose. YOU acknowledge that YOUR failure to comply with any of the terms under this Agreement will be considered a material breach of this Agreement. YOU acknowledge that software in general is prone to bugs and flaws.

10. BOILERPLATE. YOU agree that the provisions contained in this Agreement constitute the entire agreement between YOU and GAPTEL and supersede all previous communications, representations, and agreements, whether oral or written, between YOU and GAPTEL and its suppliers with respect to the subject matter hereof; there being no representations, warranties, terms, conditions, undertakings, or collateral agreements (express, implied or statutory) between YOU and GAPTEL except as expressly set forth in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of Saskatchewan, Canada. If any covenant or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, then such covenant or other provision shall be severed from and shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement. This Agreement, and YOUR rights and obligations under this Agreement, may not be transferred or assigned by YOU without the prior written consent of GAPTEL, which consent may be arbitrarily withheld by GAPTEL in its sole and absolute discretion. GAPTEL may at any time assign this Agreement, including any of its rights and obligations hereunder, without YOUR prior consent. YOU may not change, modify or amend this Agreement in any manner. No consent of or waiver by GAPTEL will be effective unless in writing and signed by an authorized representative of GAPTEL. The terms and provisions of this Agreement enure to the benefit of, and are binding upon, YOU and YOUR heirs, executors, administrators, personal representatives, successors and permitted assigns, as the case may be, and upon GAPTEL and its successors and assigns. If you breach any provision of this Agreement, YOU may no longer use the PRODUCT. In the event of any termination of this Agreement or YOUR right to use the SOFTWARE, YOU will promptly remove the SOFTWARE from YOUR computer and return the media to GAPTEL.

Use of the SOFTWARE is not authorized in any jurisdiction that does not give full effect to all of the terms and conditions of this Agreement.

5 October 2007

If YOU have any questions concerning this Agreement or the PRODUCT, please write to:

Gaptel Innovative Solutions Inc.

1428 14th Street East

Saskatoon, Saskatchewan CANADA S7H 0A8