Official Rules of Customer Referral Program

Digitalis Education Solutions, Inc.

1. Rationale

Marketing can be expensive, yet we are determined to price our products as affordably as possible. Good tools should not be out of reach.

We have a small number of employees and can't fly all over the world doing demonstrations. Furthermore, we believe that our customers are in the best position to know and influence potential customers.

We want this to be a win-win-win situation, where existing customers can generate extra revenue, our reasonable prices allow more organizations to afford good tools, and Digitalis Education Solutions, Inc. (Digitalis) is able to continue fulfilling its mission.

2. Other rules

These rules are the only rules that apply to the conduct of and the awards of the program. No agreement or inference by Digitalis, its employees or contractors, either verbal or written, has effect unless such is in compliance with and does not contradict these official rules.

3. Eligibility

Only customers of Digitalis who have purchased a Digitarium are eligible for this program.

The referred customer must be located in a territory served either directly by Digitalis or a distributor participating in this referral program (distributors are not required to participate).

4. Benefits of the program

For each new customer who purchases a Digitarium, the referring customer will receive $500 USD. The new customer will receive a $250 USD discount.

5. How it works

Each customer interested in participating in this program is assigned a referral ID number. The referring customer tells the new customer to refer to this ID number when placing an order. The new customer receives the $250 USD discount immediately.

Digitalis will use this ID number to credit the appropriate referring customer. Checks will be mailed monthly for all completed sales. Completed sales are sales where payment has been collected, the product has been shipped, and the customer has not returned the product. Please note that this process can take a few months to complete.

6. Responsibilities of participating customers

Customers participating in this program are expected to be completely honest about their experiences regarding the Digitarium and Digitalis with potential customers.

7. Governance

The laws of the United States and the state of Washington apply to and govern this program, and any claims in connection herewith must be resolved in the state of Washington.

8. Modification of rules

Digitalis reserves the right to modify, cancel, or suspend this referral program at any time.

May 31, 2006