****

**MAJOR RESELLER            AGREEMENT**
|   |                                                                                   |
|--------|----------------------------------------------------------------------------------------|
|   | **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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|----------------|--------------------------------------|
| *CONFIDENTIAL* | *Rev.                        9/2007* |

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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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|----------------|--------|--------------------------------------|
| *CONFIDENTIAL* | *2*    | *Rev.                        9/2007* |

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*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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|----------------|--------|--------------------------------------|
| *CONFIDENTIAL* | *3*    | *Rev.                        9/2007* |

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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* | *4*    | *Rev.                        9/2007* |

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*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 (“***Trademark*s**”)                        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.

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|----------------|--------|--------------------------------------|
| *CONFIDENTIAL* | *5*    | *Rev.                        9/2007* |

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*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* |

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