TERMS OF USE THIS TERMS OF USE AGREEMENT (THIS "AGREEMENT") DESCRIBES THE TERMS ON WHICH K2 N ETWORK, INC.

("K2 NETWORK" or WE ) OFFERS YOU ACCESS TO AN ACCOUNT (THE "ACCOUNT") TO PLAY THE ONLINE COMPUTER GAME AND ITS EXPANSION PACKS (INDIVIDUALLY AND COLLE CTIVELY, THE "GAME"). BY REGISTERING AN ACCOUNT, YOU ACCEPT THE TERMS AND CONDIT IONS BELOW. If you have any questions regarding these terms and conditions, plea se contact customer service under the support section of this website. You agree that K2 Network retains the unfettered right to modify its games and a ll aspects of including without limitation its characters, items and coin (colle ctively, "Virtual Property") at any time at its sole discretion and without incu rring any obligation to you or any third party. You acknowledge that K2 Network has been, is, and will be constantly making changes to its games. You further ac knowledge that K2 Network can and will, at its sole discretion and without incur ring any obligation to you or any third party, modify features, functions or abi lities of any element of the game or any Virtual Property (which may, among othe r things, make the Virtual Property substantially more effective or functional, or less effective or functional, more common or less common, or eliminated entir ely). YOU PROMISE, THEREFORE, THAT YOU WILL NEVER ASSERT OR BRING ANY CLAIM OR SUIT OR ACTION AGAINST K2 NETWORK, ITS LICENSORS, OR ANY EMPLOYEES OF ANY OF THE ABOVE, WHICH IS RELATED TO OR BASED ON (I) ANY CLAIM THAT YOU "OWN" ANY VIRTUAL PROPER TY IN ANY GAME, (II) ANY CLAIM FOR THE "VALUE" OF VIRTUAL PROPERTY IF K2 NETWORK CHANGES OR DELETES THEM (AND/OR TERMINATES YOUR ACCOUNT(S)) IF YOU OR ANYONE AC TING IN CONCERT WITH YOU VIOLATES ANY PROVISION OF THIS AGREEMENT, THE GAME'S RU LES OF CONDUCT AND/OR K2 NETWORK'S PRIVACY POLICY (BOTH OF WHICH ARE POSTED AT A LINK AT WWW.WARROCK.NET ("THE WEBSITE") (III) A CLAIM FOR THE "VALUE" OF VIRTU AL PROPERTY THAT YOU MAY LOSE IF K2 NETWORK DOES ANYTHING THAT IT IS ENTITLED TO DO PURSUANT TO ANY PROVISION OF THIS AGREEMENT, THE GAME'S RULES OF CONDUCT, K2 NETWORK'S TERMS OF SERVICE AND/OR K2 NETWORK'S PRIVACY POLICY, OR FOR ANY MALFU NCTIONS AND/OR "BUGS" IN THE GAME, AND/OR (IV) A CLAIM THAT THE "VALUE" OF ANY V IRTUAL PROPERTY HAS INCREASED OR DECREASED BY VIRTUE OF ANY ACTION BY K2 NETWORK , INCLUDING ANY GAME MODIFICATION THAT K2 NETWORK HAS MADE OR WILL MAKE. 1. Accounts are available only to adults or, in their discretion, their minor ch ild. If you are a minor, your parent or guardian must complete the registration process, in which case they will take full responsibility for all obligations un der this Agreement. By registering an account and providing us with a credit car d number, you represent that you are an adult and are either accepting this Agre ement on behalf of yourself or your child. You may not transfer or share your Ac count with anyone, except that if you are a parent or guardian, you may permit o ne child to use the Account instead of you (in which case you may not use that A ccount). You are liable for all activities conducted through the Account, and pa rents or guardians are liable for the activities of their child. Corporations an d other entities are not eligible to procure Accounts. You shall not own any Ac count that you create and such Accounts shall be the sole property of K2 Network . 2. To play the Game, you must (a) purchase or receive through a K2 Network autho rized promotional offer the Game Installation Files (the "Software") or applicab le files which we may make available for direct download, which includes softwar e required for the Game (the "Software"), (b) have a registered Account, and (c) have at least the minimum system requirements to operate the Game and an Intern et connection to access your Account. In addition to any fees described herein, you are responsible for paying all applicable taxes (including those that we are not required to collect) and for all hardware, software, service and other cost s you incur to access your Account. Neither this Agreement nor your Account enti tles you to any subsequent releases of the Software, nor to any expansion packs

or similar ancillary products, without paying applicable charges. You understand that we may update or otherwise enhance the Software at any time and in doing s o incur no obligation to furnish such updates to you pursuant to this Agreement. You understand that online games evolve over time and, accordingly, system requ irements to play the Game may also change over time. 3. We may amend this Agreement at any time at our sole discretion. Amendments sh all be made available at our website at www.warrock.net and shall be effective i mmediately after they are first posted. Your continued use of your account and the Game will constitute your acceptance of the posted amendments. 4. To obtain an Account, you will be required to choose a user name which must c omply with the naming conventions listed below. You are encouraged to use a pseu donym or gibberish, especially if you are a minor. User names shall not: (1) co ntain names that are associated with K2 Network, its affiliates or employees; (2 ) contain swear words or derogatory remarks in any language; (3) infringe on the rights of or defame any living or dead person or entity; (4) contain names of c elebrities or media personalities; (5) violate third party s trademarks, publicity rights or other proprietary rights; (6) be associated with any religion, religi ous practice or deity; (7) be related to alcohol, illegal substances, sex or any criminal activity; (8) be a partial or complete sentence; (9) contain leet spea k; and (10) utilize a misspelling or other tool or method to circumvent the nami ng restrictions herein. 5. Upon registration, you must select a password. You are responsible for the se curity of your password and should not disclose your password to any third party . We never ask you for your password by telephone, in-game communication, live-c hat or email, and you should not disclose it this way if someone asks you to do so. Although we may offer a feature that allows you to "save" or "remember" your password on your hard drive, please note that by using this feature third parti es may be able to access your computer and thus your Account. K2 Network is not responsible for any transactions reflected in your Account resulting from your sharing your password or third any party access to your account. You are also r equired to provide complete and accurate data which may include, without limitat ion, your name, address, telephone number, billing address, e-mail address and d ate of birth. If you provide inaccurate information, your Account may be suspen ded or terminated. If you believe that your password or other account informati on has been compromised, please contact our customer service. 6. We describe our fees and billing procedures at "the website", which are incor porated by reference and are subject to change at any time. All fees are stated in U.S. Dollars unless otherwise specified. All fees are to be paid to K2 Networ k and your failure to pay any fee due hereunder could result in the suspension o r termination of your account. Upon your acceptance of these terms, if you selec t a recurring charge account we have the right to automatically charge your cred it card the Account fee plus any applicable taxes we are required to collect, an d you authorize us to do so. Thereafter, each time your Account comes up for ren ewal, we have the right to charge your credit card the then-current renewal rate plus any applicable taxes we are required to collect, and you authorize us to d o so. If we are unable to process your credit card at a renewal period, or any p ayment is reversed, cancelled or charged back, your Account may be immediately s uspended or terminated without notice. If you use a Game Card to pay for your Ac count, the Game Card shall activate your Account for the period stated on the Ga me Card and, thereafter, you will either need to provide a valid credit card (in which case your credit card will subsequently be charged as referenced above) o r purchase another Game Card for subsequent subscription periods, or your Accoun t will be closed. You may terminate your Account at any time through the Account registration process. If you terminate your Account during your initial free pe riod, if any, your account will be closed at the end of the free period and you will not be billed. If you terminate your Account during any subscription cycle,

your Account will be closed at the end of the then-current cycle and you will n ot be billed again unless you affirmatively reopen the Account. We do not give f ull or partial refunds for subscription periods that you have purchased. You wi ll not be entitled to any refund if your account is suspended or terminated due to your violation of the terms of this Agreement. 7. We may terminate this Agreement (including your Software license and your Acc ount) and/or suspend your Account immediately and without notice: (i) if you vio late any provision of this Agreement; (ii) infringe any third party intellectual property rights; (iii) if we are unable to verify or authenticate any informati on you provide to us; (iv) upon game play, chat or any player activity whatsoeve r which we, at our sole discretion, determine is inappropriate and/or in violati on of the spirit of the Game; and/or (v) upon any violation of the Game Rules of Conduct which can be found on our website at www.warrock.net. If we terminate this Agreement or suspend your Account under these circumstances, you will lose access to your Account for the duration of the suspension and/or the balance of any prepaid period without any refund. We may also terminate this Agreement if w e decide, in our sole discretion, to discontinue offering the Game, in which cas e we may provide you with a prorated refund of any prepaid amounts. 8. Subject to the terms of this Agreement, we hereby grant to you a non-exclusiv e, non-transferable, non-commercial revocable license to use the Software solely in connection with playing the Game via an authorized and fully-paid Account. Y ou may not distribute, sell, auction, rent, lease, loan, modify or create deriva tive works, adapt, translate, perform, display, sublicense or transfer all or an y portion of the Software. You may not copy any of the written, digital or elect ronic materials accompanying the Software unless we expressly permit you to do s o in writing, and then only to the extent permitted. You may not reverse enginee r, disassemble or decompile the Software. The Software may contain license manag ement software that restricts or otherwise controls your use of the Software. 9. We and our suppliers shall retain all rights, title and interest, including, without limitation, ownership of all intellectual property rights relating to or residing in the Software and the Game, all copies thereof, and all game charact er data in connection therewith. You acknowledge and agree that you have not and will not acquire or obtain any intellectual property or other rights, including any right of exploitation, of any kind in or to the Software or the Game, inclu ding, without limitation, in any artwork, music, character(s), item(s), coin(s) or other Virtual Property, material or property, and/or any compilation or copyr ightable arrangement of any of the above (collectively, "Rights"), all of which you agree is exclusively owned by us. 10. You agree not use anything, including other software, to modify the Software to change Game play. You agree not to create, facilitate, host, link to or prov ide any other means through which the Game may be played by others, such as thro ugh server emulators. You agree not decrypt or modify any data transmitted betwe en client and server and you may not use, post, host or distribute macros, "bots " or other programs which would allow unattended game play or which otherwise im pact or alter game play. You agree not to use or exploit any errors in design, f eatures which have not been documented, and/or "program bugs" to gain access tha t is otherwise not available to users, create or duplicate virtual property, or to obtain a competitive advantage over other players. You agree not take any act ion which imposes an unreasonable or disproportionately large load on our infras tructure. You agree to use the service only for its intended purpose. You may no t buy, sell or auction (or host or facilitate the ability to allow others to buy , sell or auction) any Game account, characters, items, coin or copyrighted mate rial or any other intellectual property owned or controlled by us or our licenso rs without our express written permission. 11. As part of your Account, you can upload content to our servers in various fo

rms, such as in the selections you make for the Game, in-game posts and chat, an d in chat rooms and similar user-to-user areas (collectively, your "Content"). Y our Content shall not: (a) infringe any third party intellectual property, other proprietary or publicity/privacy rights; (b) violate any law or regulation; (c) be defamatory, profane, obscene, pornographic or harmful to minors; or (d) cont ain any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal informatio n. You hereby grant to us a worldwide, perpetual, irrevocable, royalty-free, sub licenseable (through multiple tiers) right to exercise all rights of any kind or nature associated with your Content, including, without limitation, all intelle ctual property rights, and all ancillary and subsidiary rights thereto, in any l anguages and in any media now known or hereafter invented. At our sole discretio n, we may take any action with respect to your Content, including actions to cen sor your content, if we deem such Content offensive, including without limitatio n, Content that we determine, at our sole discretion, to be unlawful, harmful, t hreatening, abusive, harassing, defamatory, vulgar, obscene, hateful, sexually e xplicit or racially, ethnically or otherwise objectionable, or if we believe suc h Content may create liability for us or may cause us to lose (in whole or in pa rt) the services of our ISPs or other suppliers. You acknowledge and agree that you shall not (1) disrupt the natural flow of Content provided by other users t hrough the use of spamming, scrolling or other disruptive devices, (2) advertise goods or services existing outside of the service provided herein, (3) harass a ny other user by repeatedly sending unsolicited Content, (4) divulge any other u ser's personal information, (5) use any automated device or software that allows unattended communication, (6) cause distress or discomfort or impede the enjoym ent of any other user through any use of any chat interface, and (7) use any par t of the Game to defraud any other user of items, monetary devices, user names o r passwords, or to engage in any illegal activity. 12. We cannot ensure that your private communications and other personally ident ifiable information will not be disclosed to third parties. For example, we may be forced to disclose information to the government or third parties under certa in circumstances, or third parties may unlawfully intercept or access transmissi ons or private communications. Additionally, we can (and you authorize us to) di sclose any information about you to private entities, law enforcement or other g overnment officials as we, in our sole discretion, believe to be necessary or ap propriate to investigate or resolve possible problems or inquiries. Furthermore, if you request any technical support, you consent to our remotely accessing the computer running the Software onto for purposes of support and debugging. You a gree that we may communicate with you via telephone, email and any similar techn ology for any purpose relating to the Game, the Software and any services or sof tware which may in the future be provided by us or on our behalf. You may choose to visit www.warrock.net or other K2 Network web sites if such web sites offer services such as a Game themed chat room or other services of interest to you. Y ou are subject to the terms and conditions, privacy customs and policies of K2 N etwork while on such web sites and in connection with use of your Account and th e Game, which terms and conditions, policies and customs are incorporated herein by this reference. Since we do not control other web sites and/or privacy polic ies of third parties, different rules may apply to their use or disclosure of th e personal information you disclose to others. Solely for the purpose of patchin g and updating the Game and/or Software and ensuring the integrity of the Game, you hereby grant us permission to (i) upload Game-related file information and d ata from the Game directory on your computer to our servers and (ii) (ii) downlo ad Game files to you. You acknowledge that you have no expectation of privacy in any of your character data in the Game and communications to and from you withi n the Game. You expressly consent to our monitoring such character data and comm unications. THE SOFTWARE, THE ACCOUNT, THE GAME AND ALL RELATED SERVICES ARE PROVIDED "AS IS

." WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY K IND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WAR RANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the foregoing, we do not ensure continuous, error-free , secure or virus-free operation of the Software, the Game, your Account or cont inued operation or availability of any given server. Some jurisdictions do not a llow limitations as to how long an implied warranty lasts and/or exclusions or l imitations of consequential damages, so the above limitations and/or exclusions of liability may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights which vary from jurisdiction to jurisd iction. We are not liable for any delay or failure to perform resulting from any causes beyond our reasonable control. Further, we cannot and do not promise or ensure t hat you will be able to access your Account whenever you want, and there may be extended periods of time when you cannot access your Account. You assume the ent ire risk as to the results and performance of the Software and the Game in conne ction with your hardware and software, and you assume the entire cost of all ser vicing, repair and/or correction of your hardware and software.

14. When running, the game may monitor your computer for Unauthorized Software r unning concurrently with the game. Unauthorized Software is any software that K2 de termines at its sole discretion is an addon, mod, hack, cheat, or trainer or any ot e of software that enables cheating, hacks the game interface or environment or that interacts with the game in any way that is not expressly authorized by K2 o r else intercepts, mines, or otherwise collects information from or through the Ga me in any way that is not expressly authorized by K2. In the event that the game detects Unauthorized Software, the Game may send information back to K2 includin g your account name, details about the unauthorized third party program, and the time and date that this program was detected. In addition, K2 may terminate this agreement or temporarily suspend the your account in response to detecting Unau thorized Software. 15. IN NO EVENT SHALL WE, OUR LICENSORS, OUR AFFILIATES OR OUR SUPPLIERS, AND OU R AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE TO Y OU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, INDIRECT O R CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF O R IN CONNECTION WITH THE POSSESSION, USE, OR MALFUNCTION OF THE SOFTWARE, YOUR A CCOUNT, THE GAME, OR THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGE TO PR OPERTY AND-TO THE EXTENT PERMITTED BY APPLICABLE LAW-DAMAGES FOR PERSONAL INJURY , EVEN IF WE, OUR LICENSORS AND EACH OF OUR RESPECTIVE AFFILIATES, OFFICERS, DIR ECTORS, EMPLOYEES AND AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE S OR LOSS. THE LIABILITY OF K2 NETWORK, OUR LICENSORS OR ANY OF OUR OR THEIR RES PECTIVE PARENT OR AFFILIATED COMPANIES TO YOU OR ANY THIRD PARTIES IS LIMITED TO $100. YOU AGREE TO WAIVE ANY RIGHT TO EQUITABLE RELIEF INCLUDING, WITHOUT LIMIT ATION, INJUNCTIVE RELIEF AGAINST K2 NETWORK, ITS LICENSORS, THEIR PARENTS OR AFF ILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS TO ENFORCE THE TERMS HEREOF; HOWEVER, THE FOREGOING SHALL NOT PRECLUDE K2 NETWORK AND/OR ITS LICENSORS FROM S EEKING ANY INJUNCTIVE RELIEF. Some jurisdictions do not allow the foregoing limi tations of liability, so they may not apply to you. 16. You shall comply with all applicable laws regarding your use of the Software your access to your Account and your playing of the Game. Without limiting the foregoing, you may not download, use or otherwise export or re-export the Softwa re except in full compliance with all applicable laws and regulations, including , without limitation, the laws of the jurisdiction in which you play the game. 17. This Agreement is governed in all respects by the substantive laws of the St ate of California and of the United States of America. Notwithstanding the foreg oing, Section 18(b) below shall be governed by the Federal Arbitration Act. The

UN Convention on Contracts for the International Sale of Goods is expressly disc laimed. Our failure to act with respect to a breach by you or others does not wa ive our right to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or your rights hereunder, and any attempt to the contrary is void. This Agreement sets forth the entire understanding and agr eement between us and you with respect to the subject matter hereof. Except as p rovided in section 3 herein, this Agreement may not be amended except in a writi ng signed by both parties. 18. Resolution of Disputes In order to expedite and control the cost of disputes, you and K2 Network agree that any legal or equitable claim relating to this Agreement (referred to as "Cl aim") will be resolved as follows: a. Informal Resolution.

You and K2 Network agree that we will first try to resolve any Claim informally. Accordingly, neither of us may start a formal proceeding (except for Claims inv olving any violation of the federal trademark or copyright laws, or for injuncti ve relief) for at least 30 days after one of us notifies the other of a Claim in writing. K2 Network will send its notice to your billing address, with a copy v ia email to your email address. You will send your notice to: K2 Network, Inc., 2967 Michelson drive, Ste G425, Irvine, 92612. Attn: Legal Dep artment. b. (1) Formal Resolution - US Residents Agreement to Arbitrate.

If we cannot resolve a Claim informally, we agree that any and all Claims either of us asserts shall be resolved solely through final non-appealable binding arb itration. The arbitration will be conducted under the rules of the Judicial Arbi tration and Mediation Service ("JAMS") that are in effect at the time the arbitr ation is initiated, including the rules for the exchange of non-privileged and r elevant information, and under the rules set forth in this Agreement. If there i s a conflict between JAMS rules and the rules set forth in this Agreement, the r ules set forth in this Agreement will govern. If you initiate the arbitration, y ou agree to pay a fee of $250. Other fees will be paid in accordance with JAMS r ules. The arbitration will be held at a JAMS dispute resolution center in Orange County, California unless you and K2 Network both agree to another location. Fo rms and other information on filing such a Claim can be found at www.jamsadr.com . BY AGREEING TO ARBITRATE AS SET FORTH HEREIN, YOU UNDERSTAND THAT WE ARE BOTH WA IVING OUR RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. (2) Special Rules.

You and K2 Network agree that the type of arbitration in which we both agree to participate is between K2 Network and you as an individual. YOU AND K2 NETWORK T HAT NEITHER OF US WILL UTILIZE OR ATTEMPT TO UTILIZE CLASS ACTION ARBITRATION PR OCEDURES IN ANY ARBITRATION. c. Formal Resolution - International Residents

Both parties submit to personal jurisdiction in California and further agree tha t any Claim shall be exclusively brought in under the JAMS rules in the County o f Orange, State of California.

d.

Severability

In the event that any provision of this Terms of Service shall be held by an arb itrator, court, or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible, and the rema ining portions of this License Agreement shall remain in full force and effect. In particular in regard to Section 18(b), you and K2 Network agree that if Secti on 18(b)(1) is found to be unenforceable by a court of competent jurisdiction, i t shall be severed from this Agreement and - in that event -- you and K2 Network agree to submit to personal jurisdiction in California and agree that any Claim shall be exclusively brought in the appropriate state or federal court in the C ounty of Orange, State of California. You and K2 Network also agree that if Sect ion 18(b)(2) is found to be unenforceable by a court of competent jurisdiction, then - regardless of the enforceability of Section 18(b)(1) -- any class action Claim shall be exclusively brought in the appropriate state or federal court in the County of Orange, State of California and you agree to submit to personal ju risdiction in California. 19. All services hereunder are offered by K2 Network, Inc., located at K2 Networ k, Inc., 2967 Michelson drive, Ste G425, Irvine, 92612 Our phone number is (949) 486-0400. Current rates for using the Game may be obtained from "the website" a nd such rates are subject to change at any time. If you are a California residen t, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information. The Complaint Assistance Unit of the Division of Consumer Services of the Depart ment of Consumer Affairs may be contacted in writing at 400 R Street, Sacramento , CA 95814, or by telephone at (800) 952-5210. Parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to m aterial that is harmful to minors. If you are interested in learning about these protections, information is available at http://www.worldvillage.com/wv/school/ html/control.htm or other similar sites providing information on such protection s.