This agreement between The B-PAD Group, Inc., a California Corporation (hereinafter "B-PAD") and the undersigned State, County, City, Borough, Village, Town, Township, or corporation (hereinafter "Organization"), by its authorized official, is for the purpose of protecting the security of any and all examinations and examination materials provide by B-PAD.

By the Organization's request, and receipt of the B-PAD product named below, the Organization agrees to be bound the terms of this agreement.

1. GRANT OF LIMITED USE. B-PAD grants to the Organization the right to examine, but not utilize, its B-PAD video test(s) for the exclusive use of the Organization in conducting entry-level or promotional candidate assessments, subject to the limitations and conditions set forth below.

2. COPYRIGHT. B-PAD video tests, manuals and related materials are protected by copyright laws, and B-PAD retains exclusive title to and ownership of its products. The Organization may not print, copy, transcribe, sublicense, rent, lend, or assign to another any B-PAD product, in whole or in part. Furthermore, the Organization may not modify, reenact or duplicate in other media the dialogues, settings, performances, or depicted situations, nor shall the Organization permit anyone else to do so, without the prior written consent of B-PAD.

3. TEST SECURITY. The Organization shall safeguard the security of B-PAD materials in its handling and storage of them by taking all reasonable precautions, and the Organization shall limit access of the materials to those persons who have a bona fide need to preview these personnel assessment products. The Organization shall not use B-PAD products in any way that compromises their security. When previewing test materials, the persons permitted to preview the materials should not be prospective applicants or candidates.

4. RETURN DATE. The Organization shall return all loaned examination materials, including video and manuals, within 30 days of receipt of the materials. If not returned within 30 days and permission to extend has not been granted, the Organization agrees to pay the B-PAD Group $250 for demo tapes and $1,200 for unreturned catalogue tapes.