MAJOR RESELLER
            AGREEMENT


            
                This Major Reseller
                Agreement, including its exhibits (the “Agreement”)
                is entered into by POSIT SCIENCE CORPORATION, 225 Bush Street, San Francisco, CA
                94104, USA (“Posit”) and the company identified below
                (“Reseller”) as of October 15, 2007 (the
                “Effective Date”); provided that this Agreement shall not
                be effective unless and until duly executed by Posit.
            


            	
                         

                    	
                         

                    
	
                         

                    	
                        
                        Reseller Company
                        Name: Scientific Learning Corporation

                    
	
                         

                    	
                        
                        Address: 300
                        Frank Ogawa Plaza, Suite 600

                    
	
                         

                    	
                        
                        City, State/Country,
                        Postal Code: Oakland, California 94612

                    
	
                         

                    	
                        
                        Email Address:
                        jlindl@scilearn.com

                    
	
                         

                    	
                        
                        Telephone:
                        510-444-3500

                    



            
            1.            DEFINITIONS.


            
            1.1          “
            Adult Ed Program” means a program (i) of life-long educational courses
            offered by a public school district or educational institution to provide adults the
            knowledge and/or skills necessary to participate effectively as productive family
            members, community members and employees, and (ii) which will license the Program from
            Posit for use by its individual students.


            
            1.2          “
            Group Purchaser” means an Adult Ed Program, Residential Retirement
            Community, Service Provider and/or School Purchaser.


            
            1.3          “
            Healthy Aging” means improving cognitive functions in mature adults
            and expressly excludes (i) individuals in pre-school through twelfth grade, individuals
            in correctional institutions, the US government and end users under US government
            contract and (ii) individuals seeking treatment for a disease or disorder—such as
            Alzheimer’s, autism, attention deficit disorder, mild cognitive impairment, or
            traumatic brain injury—or for dyslexia or a similar reading
            impairment.


            
            1.4          “
            Intellectual Property Rights” means rights in patents, copyrights,
            trade secrets, trademarks, and know-how, moral rights, and any other intellectual
            property rights recognized in any country or jurisdiction in the world.


            
            1.5          “
            Posit Marks” means Posit’s trademarks, trade names, service
            marks, and service names specified in Exhibit A or that accompany the Program
            and accompanying advertising materials.


            
            1.6          “
            Program” means Posit’s computer software products, in object
            code form, and related documentation specified in Exhibit A, as amended from
            time to time by Posit with notice to Reseller, including any error corrections and
            updates that Posit provides to Reseller under this Agreement.


            
            1.7          “
            Residential Retirement Community” means a community (i) offering
            individuals fifty (50) years of age and older independent living, assisted living,
            sub-acute nursing, skilled nursing or continuing care services or a mix thereof,
            whether such community is for-profit or not-for-profit, and (ii) which will license the
            Program from Posit for use by its individual residents.


            
            1.8          “
            School Purchaser” means a school district, school or other educational
            institution that will license the Program from Posit for use by persons employed by,
            serving on the supervisory board of or providing independent contractor services to
            that educational institution.


            
            1.9          “
            Service Provider” means an individual or entity (i) offering to
            individuals direct services that foster Healthy Aging, and (ii) which will license the
            Program from Posit for use by such individuals receiving the direct
            services.


            
            1.10        “
            Territory” means the United States of America and Canada, including
            the territories thereof.


            
            2.            
            APPOINTMENT, LICENSE AND SUPPORT.


            
            2.1          
            Appointment. Subject to Reseller’s compliance with this Agreement, Posit
            hereby appoints Reseller as a non-exclusive authorized reseller of the Program in the
            Territory. Reseller will market the Program only to potential Group Purchasers. For
            Group Purchasers other than School Purchasers, Reseller may market the Program only for
            Health Aging. For School Purchasers, Reseller may market the Program only for use by
            persons employed by, serving on the supervisory board of or providing independent
            contractor services to the School Purchaser. Reseller will not provide the Program to
            anyone other than to Group Purchasers. Posit reserves the right to market, license, and
            provide, and to appoint others to market, license, and provide, the Program within the
            Territory and without notice or liability to Reseller. Posit will determine which, if
            any, other Posit products or services Reseller may provide.


            
            2.2          
            License Grant. Subject to Reseller’s compliance with this Agreement, Posit
            grants to Reseller during the Term a limited, non-exclusive, non-transferable, personal
            license, without right to sublicense to access and use the Program to demonstrate and
            market it to potential Group Purchasers in the Territory, .


            
            2.3          
            License Restrictions. Reseller acknowledges that the Program contains trade
            secrets of Posit and its licensors, and, in order to protect such trade secrets,
            Reseller agrees not to disassemble, decompile or reverse engineer the Program, or
            permit any third party to do so, except to the extent applicable local law requires
            such activities be permitted. Except as expressly authorized by this Agreement,
            Reseller will not: (i) copy or reproduce the Program; (ii) modify the
            Program; or (iii) make the Program’s functionality available to third parties.
            Reseller will not alter, remove or obscure the Intellectual Property Rights notices of
            Posit or its licensors that appear on the Program or its packaging.


            
            2.4          
            Limited Rights. Reseller’s rights in the Program are limited to those
            expressly granted in Section 2.2. Posit reserves all other rights, title and
            interest in and to the Program. The Program and all Intellectual Property Rights
            therein are and will remain the sole and exclusive property of Posit and its licensors.
            Reseller will use reasonable efforts to protect Posit’s Intellectual Property
            Rights


            	
                         

                    	
                         

                    
	
                        
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            Posit Science
            Major Reseller Agreement


            in the Program
            and will promptly report to Posit any infringement or other violation of such rights of
            which Reseller becomes aware.


            
            2.5          
            Support to Reseller. Posit will provide reasonable phone and email support to
            Reseller during Posit’s standard business hours.


            
            3.            RESELLER’S
            OBLIGATIONS.


            
            3.1          
            Policies and Procedures. Reseller will at all times comply with the duties and
            obligations under this Agreement and with all policies issued in connection with the
            advertising, demonstration and licensing of the Program.


            
            3.2          
            In-Person Sales. Reseller will market and distribute the Program primarily in
            direct, in-person contact with the potential Group Purchasers. Reseller will not
            provide or distribute the Program via the Internet, including, without limitation, via
            online marketplaces like Amazon.com and auction sites like eBay. Reseller will not use
            unsolicited email (e.g., spam) as a means of marketing the Program and will not
            associate Posit in any way with unsolicited email. Reseller will not market the program
            by mail order or telesales; however, Reseller may use the Internet, phone and mail to
            communicate with Reseller’s customers about the Program.


            
            3.3          
            Limits on Marketing and Distribution. Reseller will advertise, promote, and
            demonstrate the Program only to potential Group Purchasers in the Territory. Reseller
            will use its best efforts to ensure that it does not advertise, promote, demonstrate,
            sell or distribute the Program to (i) any individual in grades preschool through
            twelfth grade; (ii) any individual who is in a correctional institution; or (iii) any
            individual whose purpose for using the Program is to treat or address (a) a medical
            condition or disorder, such as Alzheimer’s, minor cognitive impairment, autism,
            attention deficit disorder, or traumatic brain injury or (b) dyslexia or other similar
            reading impairments.


            
            3.4          
            Business Practices. Reseller will conduct business in a manner that reflects
            favorably at all times on the Program and the good name, goodwill and reputation of
            Posit. Reseller will not: (i) make any representations, warranties or guarantees
            on Posit’s behalf or with respect to the specifications, features or
            functionality of the Program that are inconsistent with the literature distributed by
            Posit; (ii) make any false or misleading representations with regard to Posit or
            the Program; or (iii) participate or engage in any illegal, deceptive, misleading,
            unethical, or improper practices.


            
            3.5          
            Delivery, Installation and Support. Posit will provide direct support services for
            the installation and use of the Program to Group Purchasers, as provided in the
            applicable group license agreement and any renewal support agreement. Posit agrees that
            Reseller shall not have any obligation to support Group Purchasers with respect to the
            Program, and that Reseller shall refer all support inquiries from Group Purchasers
            about the Program to Posit. Unless Posit has provided Reseller with specific advance
            written or email authorization to do so, only Posit shall provide installation and
            training services to Group Purchasers. Reseller will be conversant with the general
            science underpinning of the Program


            
            4.            SALES
            AND MARKETING.


            
            4.1          
            Marketing. Reseller will encourage the purchase of Posit Programs by appropriate
            customers, making use of promotional materials supplied by Posit to do so. Reseller
            will include in all marketing, advertising, and promotional materials the applicable
            copyright and trademark notices of Posit and its licensors as they appear on or in any
            materials provided by Posit.


            
            4.2          
            Trademark License. Subject to Reseller’s compliance with this Agreement, and
            with Posit’s Trademark Guidelines set forth in Exhibit A, Posit hereby
            grants to Reseller a non-exclusive, non-transferable license, during the term of this
            Agreement, to use the Posit Marks solely in connection with Reseller’s marketing,
            promotion, and distribution of the Program. Any use of a Posit Mark by Reseller must
            have Posit’s prior written or email approval. Reseller will not remove or obscure
            any Posit Mark on or in the Program and will not attach any additional trademarks,
            logos or trade designations to the Program. Reseller acknowledges and agrees that Posit
            owns the Posit Marks and that any and all goodwill and other proprietary rights that
            are created by or that result from Reseller’s use of a Posit Mark hereunder inure
            solely to the benefit of Posit. Reseller will at no time contest or aid in contesting
            the validity or ownership of any Posit Mark or apply to register any trademark, trade
            name or other designation that is confusingly similar to any Posit Mark.


            
            5.            ORDERS
            AND SHIPMENT.


            
            5.1          
            Group Purchaser Orders. Reseller will order the Program for Group Purchasers by
            submitting to Posit by fax or hard copy the appropriate, signed group license agreement
            for a Group Purchaser. The initial form of group license agreement for School
            Purchasers is attached to this Agreement as Exhibit C and Posit will provide
            other forms of the license agreement on request. Posit may change the form of license
            agreement from time to time by providing 30 days notice of such changes to Reseller.
            Posit will ship the Program directly to the Group Purchaser upon Posit’s review
            and approval of the order.


            
            5.2          
            General. Posit reserves the right to refuse to accept any order placed by Reseller,
            cancel any purchase order previously placed by Reseller that has not been fulfilled, or
            refuse or delay shipment of the Program pursuant to a purchase order, in each case
            immediately upon the failure by Reseller to comply with any of the terms and conditions
            of this Agreement, price schedules, credit or other requirements established by Posit
            from time to time.


            
            6.            PRICING
            AND PAYMENT.


            
            6.1          
            Pricing. For each Program sold by Reseller to a Group Purchaser other than a School
            Purchaser, Posit will pay to Reseller 20% of the Program Software License Fee and 20%
            of the Set-up & Training Fee paid by the Group Purchaser and for each Program sold
            by Reseller to a School Purchaser, Posit will pay to Reseller 40% of the Program
            Software License Fee and 20% of the Set-up & Training Fee paid by the School
            Purchaser (the “Reseller Commission”) as specified in the
            applicable group license agreement.


            All Group
            Purchaser pricing will be determined by Posit, in its sole discretion. Posit reserves
            the right to increase or decrease Group Purchaser pricing from time to time on 30 days
            prior written notice to Reseller.


            
            6.2          
            Payment Terms. Posit will pay all Reseller Commissions set forth in Section 6.1 in
            US Dollars by the 25th day of the month following the month in which payment
            for the sale on which the commission was earned is actually received by Posit from the
            Group Purchaser.


            
            7.            TERM AND TERMINATION.


            
            7.1          
            Term. This Agreement will begin on the Effective Date and, unless terminated
            earlier in accordance with its terms, will remain in effect for one (1) year. This
            Agreement may be renewed


            	
                         

                    	
                         

                    	
                         

                    
	
                        
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                        9/2007

                    


            

            


            

            


            Posit Science
            Major Reseller Agreement


            for additional
            one (1) year terms, with the prior written consent of the parties.


            
            7.2          
            Termination. Either party may terminate this Agreement, at any time, with or
            without cause, with thirty (30) days prior written notice. Posit may immediately
            terminate this Agreement, at any time, in the event that Reseller breaches any term of
            this Agreement.


            
            7.3          
            Effect of Termination. Upon any termination of the Agreement: (i) all licenses
            granted by Posit hereunder to Reseller will automatically cease; (ii) Reseller will
            immediately stop using the Posit Marks and discontinue all representations that it is a
            reseller of the Program; and (iii) each party will promptly return to the other
            all of the other party’s Confidential Information within its possession or
            control, and will certify in writing that it has complied with its obligations to
            return all such Confidential Information. Upon receipt by Posit of each such copy of
            the Program, Posit will refund to Reseller all amounts paid by Reseller to Posit for
            such Program. Sections 1, 2.3, 2.4, 3.1, 3.3, 3.4, 3.5, 3.6, 6, 7.3, and 8-12 will
            survive termination of this Agreement for any reason.


            
            8.            
            CONFIDENTIALITY.


            
            8.1          
            Definition. “Confidential Information” means:
            (i) the Program and other related information disclosed by Posit; (ii) any
            forecasting, potential customer or sales or marketing strategy information disclosed by
            Reseller or Posit; and ii) any information of Posit or Reseller that, if disclosed
            in writing, is marked “confidential” at the time of disclosure, or, if
            disclosed orally, is identified as “confidential” at the time of
            disclosure, and is summarized in a writing sent by the disclosing party to the other
            party within thirty (30) days,


            
            8.2          
            Exclusions. The obligations in Section 8.3 will not apply to the extent any
            information: (i) is or becomes generally known to the public through no fault of
            the receiving party; (ii) is rightfully known by the receiving party at the time
            of disclosure without an obligation of confidentiality; (iii) is independently
            developed by the receiving party without use of the disclosing party’s
            Confidential Information; or (iv) is rightfully obtained by the receiving party
            from a third party without restriction on use or disclosure.


            
            8.3          
            Use and Disclosure Restrictions. Each party will not use the other party’s
            Confidential Information, except as necessary for the performance of this Agreement,
            and will not disclose such Confidential Information to any third party The foregoing
            obligations will not restrict either party from disclosing the other party’s
            Confidential Information or the terms and conditions of this Agreement:
            (i) pursuant to the order or requirement of a court, administrative agency, or
            other governmental body, provided that the party required to make such a disclosure
            gives reasonable notice to the other party to enable it to contest such order or
            requirement; (ii) on a confidential basis to its paid legal or professional financial
            advisors; (iii) as required under applicable securities regulations; or (iv) on a
            confidential basis to present or future providers of venture capital or potential
            private investors in or acquirers of such party.


            
            9.            WARRANTY.


            
            9.1          
            Limited Product Warranty. Posit’s sole warranty obligation with
            respect to the Program is to Group Purchasers and is set forth in the product warranty
            accompanying the Program.


            
            9.2          
            Disclaimer. EXCEPT AS EXPRESSLY PROVIDED ABOVE, TO THE FULLEST EXTENT PERMITTED BY
            APPLICABLE LAW, POSIT DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS REGARDING THE
            PROGRAM AND ANY SERVICES PROVIDED BY POSIT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT
            NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
            PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR
            USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM POSIT
            OR ELSEWHERE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS
            AGREEMENT.


            
            10.          LIMITATION OF LIABILITY.


            
            10.1        
            Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
            OTHER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING,
            WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL), OR
            THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS
            AGREEMENT OR THE USE OR PERFORMANCE OF THE PROGRAM OR OUT OF ANY SERVICES PROVIDED BY
            POSIT HEREUNDER, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF
            CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR
            OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
            DAMAGE.


            
            10.2        
            Failure of Essential Purpose. The parties have agreed that the limitations
            specified in this Section will survive and apply even if any limited remedy specified
            in this Agreement is found to have failed of its essential purpose. The parties
            expressly acknowledge and agree that Posit has set its prices and entered into this
            Agreement in reliance upon the limitations of liability specified herein, which
            allocate the risk between Posit and Reseller and form a basis of the bargain between
            the parties.


            
            11.          GENERAL.


            
            11.1        
            Assignment. Neither Posit nor Reseller may assign this Agreement, in whole or in
            part, without the prior written consent. of the other party, except that either party
            may assign its rights and responsibilities under this Agreement to the purchaser of
            substantially all of that party’s business. Any attempt to assign without such
            consent will be null and void.


            
            11.2        
            Governing Law and Jurisdiction. This Agreement will be governed by and construed in
            accordance with the laws of the State of California, USA, excluding its principles of
            conflicts of law. Any suit or legal action arising under this Agreement will be brought
            solely in the federal or state courts in the Northern District of California, to which
            jurisdiction and venue each party hereby irrevocably consents.


            
            11.3        
            Notices. All notices required or permitted under this Agreement will be in writing
            and delivered to the above addresses by courier or overnight delivery services, or by
            certified mail, and will be deemed given upon receipt. Notice given by email or fax
            will be valid only upon acknowledgement of receipt by recipient in writing or by email
            or fax.


            
            11.4        
            Relationship of Parties. The parties to this Agreement are independent contractors
            and this Agreement will not establish


            	
                         

                    	
                         

                    	
                         

                    
	
                        
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            Posit Science
            Major Reseller Agreement


            any relationship
            of partnership, joint venture, employment, franchise or agency between the parties.
            Neither party will have the power to bind the other party or to incur any obligations
            on its behalf without the other party’s prior written consent.


            
            11.5        
            Miscellaneous. This Agreement, including all exhibits hereto, constitutes the
            complete and exclusive agreement regarding its subject matter between the parties and
            supersedes all prior or contemporaneous agreements. Any waiver, modification or
            amendment of any provision of this Agreement will be effective only if in writing and
            signed by duly authorized representatives of each party. Except as expressly set forth
            in this Agreement, the exercise by either party of any remedy will be without prejudice
            to its other remedies under this Agreement or otherwise. The failure by either party to
            enforce any provision of this Agreement will not constitute a waiver of future
            enforcement of that or any other provision. If any provision of this Agreement is found
            by a court to be invalid or unenforceable, that provision will be enforced to the
            maximum extent permissible and the other provisions of this Agreement will remain in
            full force and effect. Headings are for convenience and should not be used to interpret
            this Agreement. This Agreement may be executed in counterparts.


            Each party
            causes this Agreement to be executed by a duly authorized representative as of the
            Effective Date.


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        RESELLER –
                        SCIENTIFIC LEARNING

                        CORPORATION

                    	
                        
                        POSIT
                        SCIENCE

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        
                        By:

                    	
                        
                           /s/
                        Jessica
                        Lindl                                                       
                          

                    	
                        
                        By:

                    	
                        
                           /s/
                        Jon
                        Zimman                                      

                    
	
                        
                        Print Name:

                    	
                        
                           Jessica
                        Lindl                                                    

                    	
                        
                        Print Name:

                    	
                        
                           Jon
                        Zimman                          
                          

                    
	
                        
                        Title:

                    	
                        
                           VP
                        Marketing                                                              

                    	
                        
                        Title:

                    	
                        
                           VP
                        Business
                        Affairs                         
                           

                    
	
                        
                        Date:

                    	
                        
                           11/5/07                                                                          

                    	
                        
                        Date:

                    	
                        
                           11/9/2007                                                

                    


            


            	
                         

                    	
                         

                    	
                         

                    
	
                        
                        CONFIDENTIAL

                    	
                        
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                        Rev.
                        9/2007

                    


            

            


            

            


            Posit Science
            Major Reseller Agreement


            EXHIBIT
            A


            Posit
            Computer Software Products


            Current Posit computer software
            products include the following:


            	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        •

                    	
                        Brain Fitness
                        Program Classic, Group Edition (for Adult Ed Programs, Service Providers
                        and School Purchasers)

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        •

                    	
                        Brain Fitness
                        Program Classic, Community Edition (for Residential Retirement
                        Communities)

                    



            Posit
            Trademark Guidelines


            	
                         

                    	
                         

                    
	
                        A.

                    	
                        Current Posit
                        Trademarks, Servicemarks and Logos (“Trademarks”)
                        include:

                    


            


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        Posit
                        ScienceTM

                    	
                        
                        CortexTM

                    	
                        
                        ClarityTM

                    
	
                         

                    	
                        Posit Science Brain
                        Fitness ProgramTM

                    	
                        
                        InSightTM

                    	
                         

                    
	
                         

                    	
                        Your Brain Will
                        Thank YouTM

                    	
                        [Company Logo]
                        TM

                    	
                         

                    


            


            	
                         

                    	
                         

                    
	
                        B.

                    	
                        Proper Usage of
                        Posit Trademarks

                    



            
                      1.          Set
            the Trademarks apart from other words or nouns they modify by capitalizing and
            designating the Trademarks with the appropriate symbol - ® or TM (as set forth
            above).


            
                      2.          Always
            use the Trademarks as proper adjectives that modify a specific person, place, or thing.
            Because a trademark is an adjective, use it with the generic noun that it
            modifies.


            
                      3.          Never
            combine a Trademark or a Posit product name or service name with your (or another
            party’s) trademark or product or service name. If the Trademarks are combined
            with the trademarks, product names or service names of others, consumers may be
            confused as to which company is the source of the product or service.


            
                      4.          Do
            not change the Trademarks in any way. Do not shorten, abbreviate or create acronyms out
            of the Trademarks. Never make a Trademark possessive or plural.


            
                      5.          Indicate
            the ownership of Trademarks with the following notice:


            	
                         

                    	
                         

                    
	
                         

                    	
                        
                        “____________
                        are either registered trademarks or trademarks of Posit Science in the
                        United States and/or other countries.”

                    


            


            	
                         

                    	
                         

                    
	
                        C.

                    	
                        Ownership and
                        Protection of Trademarks

                    
	
                         

                    	
                         

                    
	
                         

                    	
                        By using the
                        Trademarks, you agree to the following:

                    



            
                      
            1.          You acknowledge
            Posit’s or its licensor’s ownership of the Trademarks and will do nothing
            inconsistent with such ownership. You agree that all use of the Trademarks by you will
            inure to the benefit of Posit or its licensors and further agree that you will not harm
            or misuse the Trademarks or bring them into disrepute. You will not apply to
            register the Trademarks or use, register or cause to be registered with any domestic or
            foreign governmental or quasi governmental authority any word or mark that is
            confusingly similar to the Trademarks or that contains part or all of the Trademarks as
            a trademark, service mark, internet domain name, or trade name. You will cooperate at
            Posit’s cost with Posit’s or its licensor’s registration and
            maintenance of the Trademarks.


            
                      2.          You
            will give Posit prompt written notice of any adverse use of the Trademarks or other
            designation similar to the Trademarks of which you are or become aware. Posit and its
            licensors will have the sole right, but not the obligation, to bring infringement or
            unfair competition actions involving the Trademarks.


            
                      3.          The
            nature and quality of the products and services used in connection with which the
            Trademarks will conform to applicable industry standards.


            
                      4.          If
            Posit determines that you are using the Trademarks improperly or in connection with
            products or services other than products or services that meet the quality standards
            set forth above, Posit will so notify you in writing, and you will immediately remedy
            the improper use, or cease using the Trademarks.


            	
                         

                    	
                         

                    	
                         

                    
	
                        
                        CONFIDENTIAL

                    	
                        
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                        Rev.
                        9/2007

                    


            

            


            

            


            Posit Science
            Major Reseller Agreement


            EXHIBIT
            B


            Price
            Schedule for Resellers


            PRICE
            SHEET

            Effective July 1, 2007


            	
                         

                    	
                         

                    
	
                        Provider Kits for
                        Internal Use

                    	
                         

                    
	
                         

                    
	
                        
                        Description

                    	
                        
                        Price

                    
	
                        

                    	
                        

                    
	
                        Provider Starter
                        Kit

                    	
                        
                        $1,495

                    
	
                        Provider
                        Supplemental Starter Kit

                    	
                        
                        $   500

                    


            


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        •

                    	
                        Shipping &
                        Handling on the above items is additional:

                    
	
                         

                    	
                         

                    	
                        •

                    	
                        USA Ground (3-9
                        days): $9.95; USA Priority (1-3 days): $19.95

                    


            


            	
                         

                    	
                         

                    
	
                        BFP Classic:
                        Group & Community Editions

                    
	
                         

                    
	
                        Group Edition:
                        Pricing for Adult Ed Programs, School Purchasers & Service
                        Providers

                    
	
                         

                    	
                         

                    
	
                        
                        Number of Licensed
                        Seats

                    	
                        
                        Program Software
                        License Fee

                    
	
                        

                    	
                        

                    
	
                        2 to
                        9

                    	
                        $750
                        per seat

                    
	
                        10 to
                        39

                    	
                        $650
                        per seat

                    
	
                        40 to
                        199

                    	
                        $550
                        per seat

                    
	
                        200
                        to 999

                    	
                        $500
                        per seat

                    
	
                        1,000
                        +

                    	
                        
                        Quoted on
                        request

                    
	
                         

                    	
                         

                    
	
                         

                    	
                         

                    
	
                        Community
                        Edition: Pricing for Residential Retirement Communities

                    
	
                         

                    
	
                        
                        Number of Living
                        Units

                    	
                        
                        Program Software
                        License Fee

                    
	
                        

                    	
                        

                    
	
                        Fewer
                        than 120

                    	
                        
                        $         12,000

                    
	
                        120
                        to 249

                    	
                        $100
                        per unit

                    
	
                        250
                        to 999

                    	
                        
                        $  90 per
                        unit

                    
	
                        1,000
                        to 4,999

                    	
                        
                        $  80 per
                        unit

                    
	
                        5,000
                        +

                    	
                        
                        Quoted on
                        request

                    
	
                         

                    	
                         

                    
	
                         

                    	
                         

                    
	
                        Group &
                        Community Editions: Pricing for Training

                    
	
                         

                    
	
                        
                        Level of
                        Training

                    	
                        
                        Set-up &
                        Training Fee

                    
	
                        

                    	
                        

                    
	
                        Basic
                        Remote

                    	
                        
                        $   600

                    
	
                        
                        Standard
                        On-site

                    	
                        
                        $2,400

                    
	
                        
                        Premium
                        On-site

                    	
                        
                        $4,800

                    


            


            	
                         

                    	
                         

                    	
                         

                    
	
                        
                        CONFIDENTIAL

                    	
                        
                        6

                    	
                        
                        Rev.
                        9/2007