ARTINIS MEDICAL SYSTEMS BV  Software License Agreement

LICENSE GRANT.  Artinis Medical Systems BV ("Artinis") hereby grants to

Licensee a nonexclusive license to install and use the Program

and Manual as provided herein.  The licensed Program and Manual are, and shall at all times remain, the property of Artinis and/or its licensors, and Licensee shall have no right, title, or interest therein, except as expressly set forth in this Agreement.

DEFINITIONS.

Affiliate.  A person or legal entity which is controlled by, or controls, or is under common control with Licensee.  Control means(i) beneficial ownership of at least fifty percent (50%) of the voting securities of a corporation or other business organization with voting securities, or (ii) a fifty percent (50%) or greater interest in the profits or capital of a partnership or other business organization without voting securities.

Distribution.  The distribution on physical media and/or electronic distribution.

Manual(s).  The user guides and instructional material, if any, accompanying delivery of a Program as may be updated from time to time.  Manuals may be delivered in hard copy and/or electronic format.

Internal Operations. The use of a Program by employees of Licensee

or an Affiliate for the purpose of performing services on behalf of

the Licensee or Affiliate, or in the performance of services for Third Parties who engage Licensee or an Affiliate for such services. As used herein, "employees" includes student interns and consultants of Licensee or its Affiliates.

License.  Artinis Medical Systems B.V. grants to Licensee of a nonexclusive right to install and use a Program which may be installed and operated on a single designated computer.

Program.  The computer software and security USB key delivered hereunder.

Third Party. Any person or legal entity which is not an Affiliate.

INSTALLATION AND USE.  Specific rights, obligations, and restrictions apply to each License Option.  By accepting the terms and conditions of the Agreement, Licensee also accepts the applicable rights and agrees to be bound by the applicable obligations and restrictions of the License Option purchased.

The Programs may be installed on a backup computer (while the designated computer is disabled) or on a replacement computer. Replacements include both permanent and temporary use at the same or different site.  Temporary use at a different site may include installation for use at home by Licensee's employees, provided Licensee permits such home use and Licensee otherwise complies with the terms of this Agreement and causes its employees to so comply, including full compliance with all applicable laws and regulations relating to import and export of technical data and computer software.

Licensee shall use the Programs only for Internal Operations. Licensee may not sell, license, sublicense, rent, or make the Programs available for use by any Third Parties.

Licensee shall not provide access to the Programs via a Web application.

Licensee shall not provide multi-user access to the Programs by calling the Programs as a server from other programs.

Licensee may make backup copies of the Programs as necessary to support the use of the Programs in accordance with this Agreement. Licensee may not remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Programs. All copies of Programs shall contain all copyright and proprietary notices as in the original.

Artinis Medical Systems B.V. supplies its Programs and Manual in archival form on CD-ROM and by means of electronic distribution. Artinis provides the Licensee with a personal security USB key (‘Key’)or other security device that specifies the Programs licensed by Licensee.  Licensee shall not attempt to access or use Programs that Licensee is not currently licensed to use.  Furthermore, Licensee shall not disclose the Key or allow it to be used except for installation of the Programs as provided herein.

Licensee shall not decompile, disassemble or otherwise reverse engineer the Programs.

Except as expressly provided by this Agreement, Licensee may not alter or modify the Programs without the consent of Artinis.

All copies of the Programs and Manual, whether made by Licensee or otherwise, shall be subject to the terms of this Agreement.

MAINTENANCE AND SUPPORT. During any paid Maintenance and Support subscription term, if applicable, Artinis shall: deliver subsequent releases of the Programs that are not charged for separately; exert reasonable efforts to both (a) provide, within a reasonable time, workarounds for any material programming errors in the current release of the Programs that are directly attributable to Artinis, and (b) correct such errors in the next available release, provided Licensee provides Artinis with sufficient information to identify the problems.  During this same paid Maintenance and Support subscription term, Licensee shall also be entitled to receive technical support by fax or electronic mail regarding the installation and/or use of the licensed Programs and their interaction with hardware, operating environments, and other software products. Artinis reserves the option to discontinue, in whole or in part, offering Maintenance and Support subscriptions for any Program or platform.

TERMINATION.  Artinis may terminate this license grant, by

written notice to Licensee if Licensee breaches any material term

of this license, including failure to pay any license fees due, and

Licensee has not cured such breach within sixty (60) days of written notification.  Licensee may terminate this license at any time, for any reason.  Licensee shall not be entitled to any refund if this license is terminated, except for license fees paid for any Programs for which the Acceptance Period has not expired at the time of termination.  Upon termination, Licensee shall promptly return all but archival copies of the Programs and Manual in Licensee's possession or control, or promptly provide written certification of their destruction.

EXPORT CONTROL.  The Programs may be subject to U.S. export control laws. Notwithstanding any other term of this Agreement or third party agreement, Licensee's rights under this Agreement may not be exercised by Licensee or any Third Party in violation of such laws and regulations, nor may this Agreement be transferred to any party where doing so would result in such a violation.  The terms of any limitation on the use, transfer or re-export of the Programs and Manual imposed by Artinis in any Destination Control Statement or other document for the purpose of export control shall prevail over any term in this Agreement.

USE OF NAME AND TRADEMARKS.  Licensee shall not use the name, trade names or trademarks of Artinis or any of its Affiliates in any advertising, promotional literature or any other material, whether in written, electronic, or other form, distributed to any Third Party, except in the form provided by Artinis, and then solely for purposes of identifying Artinis Programs.

ASSIGNMENT. This license is nontransferable to a Third Party without Artinis consent, which shall not be unreasonably withheld. This license may be transferred to an Affiliate provided that Artinis is notified in writing of the transfer and the Affiliate accepts these same terms and conditions.

LIMITATION OF LIABILITY.

ARTINIS MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNES FOR A PARTICULAR PURPOSE REGARDING THESE MATERIALS, AND MAKES SUCH MATERIALS AVAILABLE SOLELY ON AN “AS-IS” BASIS.

IN NO EVENT SHALL ARTINIS BE LIABLE TO ANYONE FOR SPECIAL, COLLATERAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF PURCHASE OR USE OF THESE MATERIALS.

THE PROGRAMS SHOULD NOT BE RELIED ON AS THE SOLE BASIS TO SOLVE A PROBLEM WHOSE INCORRECT SOLUTION COULD RESULT IN INJURY TO PERSON OR PROPERTY.  IF A PROGRAM IS EMPLOYED IN SUCH A MANNER, IT IS AT THE LICENSEE'S OWN RISK AND ARTINIS EXPLICITLY DISCLAIMS ALL LIABILITY FOR SUCH MISUSE TO THE EXTENT ALLOWED BY LAW.  EXCEPT AS AFORESAID, (A) ANY OTHER LIABILITY

OF ARTINIS (WHETHER IN RELATION TO BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE) SHALL NOT IN TOTAL EXCEED THE AMOUNT PAID TO ARTINIS UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM IN QUESTION, FOR THE PROGRAM WITH RESPECT TO WHICH THE LIABILITY IN QUESTION ARISES, AS INSTALLED ON THE DESIGNATED COMPUTER(S) OR DESIGNATED SERVER(S) FOR WHICH USE OF THE PROGRAM IS LICENSED HEREUNDER; AND (B) ARTINIS SHALL HAVE NO LIABILITY FOR ANY INDIRECT OR CONSEQUENTIAL LOSS (WHETHER FORESEEABLE OR OTHERWISE AND INCLUDING LOSS OF PROFITS, LOSS OF

BUSINESS, LOSS OF OPPORTUNITY, AND LOSS OF USE OF ANY COMPUTER

HARDWARE OR SOFTWARE).

LIMITED WARRANTY/LIMITATION OF REMEDIES.  Artinis warrants that Artinis or its licensors has the right to grant the license rights hereunder.  Artinis warrants that the physical media provided shall be free from defects in material and workmanship for a period of ninety (90) days from delivery, or it will be replaced by Artinis at no cost to Licensee.  Artinis further warrants, for a period of one (1) year from delivery, that each copy of each Program will conform in all material respects to the description of such Program's operation in the Manual.  In the event that the Program does not operate as warranted, Licensee's exclusive remedy and Artinis sole liability under this warranty shall be a) the correction or workaround by Artinis of major defects within a reasonable time, or b) should such correction or workaround prove neither satisfactory nor practical, termination of the relevant license and refund of the initial license fee paid to Artinis for the Programs.  All requests for warranty assistance should be directed to Artinis Medical Systems BV, Einsteinweg 17, 6662 PW  Elst, The Netherlands.  EXCEPT AS EXPRESSLY PROVIDED BY THIS AGREEMENT (OR AS IMPLIED BY LAW WHERE THE LAW PROVIDES THAT THE PARTICULAR TERMS IMPLIED CANNOT BE EXCLUDED BY CONTRACT), ALL OTHER CONDITIONS, WARRANTIES, OR OTHER TERMS (INCLUDING ANY WITH REGARD TO INFRINGEMENT, MERCHANTABLE QUALITY, OR FITNESS FOR PURPOSE) ARE EXCLUDED. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS AND LICENSEE MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

LICENSEE ACCEPTS RESPONSIBILITY FOR ITS USE OF THE PROGRAMS AND THE

RESULTS OBTAINED THEREFROM.

Dutch Law shall apply to all our quotations, and contracts and the implementation thereof.

All disputes arising between us and the client shall be settled by the authorized civil judge in Arnhem (The Netherlands), unless the cantonal judge is authorized.