1. Definitions

1.1 The "Fee" to be paid by Licensee for the License granted by this Agreement shall be ____________________________ in U.S. funds.

1.2 The "Program" means the computer software and programs known as "MediTrax" as more fully described in the "MediTrax Functions" information published on the Internet at www.meditrax.com/mtfunctions.html and as modified from time to time.

1.3 "Network License" means a license to use the network version of the Program on a single file server supporting NetBios-compatible networks.

1.4 The "Support Coordinator" will be__________________, whose phone number is _______________. The "Alternate Support Coordinator" will be __________________.

2. Payment of Fee; Grant of License

2.1 The fee shall be paid in its entirety at the time of software installation. Licensee shall be responsible for all taxes that may be assessed upon the Program or its use by Licensee hereunder, including, without limitation, personal property taxes, sales, use, and excise taxes.

2.2 In consideration of payment of the Fee, once Licensor accepts and signs this Agreement, Licensor shall grant to Licensee a non-exclusive license as described in this Agreement to use and display (and to copy for such use) the Program on all computer systems which are part of the Network and are now or in the future owned, leased, or otherwise used by Licensee, including, without limitation, a single file server and its interconnected workstations. Licensee must reproduce all original copyright notices and claims of confidentiality or trade secrets on all copies of the Program.

2.3 Licensor reserves all rights not expressly granted to Licensee in this Agreement.

3. Use and Transfer. The License herein granted is personal to Licensee. Licensee shall not, without the express written consent of Licensor, which consent may be granted or withheld at Licensor's sole discretion: (i) distribute or transfer the Program to any third party; nor (ii) sell, lease, loan, sublicense, assign, or otherwise dispose of the Program, nor assign or transfer all or any portion of this Agreement to any third party; nor (iii) modify, adapt, translate, reverse engineer, decompile, disassemble, or prepare any derivative work based on the Program or any element thereof.

4. Proprietary Rights. The Program is copyrighted and protected by the copyright laws of the United States of America and foreign copyright laws. Unauthorized copying and/or distribution of the Program is expressly forbidden. Subject to the terms of this License Agreement, Licensee may make additional copies of the Program for backup, training, or archival purposes only. The copyright notice and any other proprietary notices which were included in the original Program must be reproduced and included on any such backup, training, or archival copy.

5. Support. Licensor shall, at the request of Licensee and at Licensee's expense, install the Program at the Licensee's facility located at the address set forth in the preamble to this Agreement on a date to be mutually agreed. Licensee agrees that all product usage and application questions from Licensee's individual users will be directed to the Support coordinator selected by Licensee. Licensor is not obligated to respond to inquiries from anyone other than the designated Support coordinator or Alternate Support Coordinator. During the first twelve (12) months after the date of installation of the Program, Licensor shall, at no additional charge, provide toll-free telephone and WebEx technical support to Licensee's designated Support coordinator. In addition, Licensor shall, at no additional charge, provide Licensee with updates, if any, to correct deficiencies deemed by Licensor, in its sole discretion, to impair performance of the Program. Licensee agrees that direct support of, or contact with the individual users of the Program is beyond the scope of this Agreement.

6. Training. Licensor shall, at the request of Licensee, provide training in the use of the Program, at the Licensee's facility located at the address set forth in the preamble to this Agreement, on a date or dates to be mutually agreed.

7. Limited Warranty. Licensor warrants to Licensee [but to no one else] that any and all diskette(s) delivered to Licensee on which the Program is encoded, are free from defects in materials and faulty workmanship under normal use during the period of ninety (90) days from the date of original delivery to Licensee as evidenced by a copy of the applicable receipt. If a defect in a diskette appears during the ninety (90) day period, the defective item may be returned to Licensor, postage prepaid, and Licensor will replace the defective item without charge to Licensee. This replacement service is Licensor's sole liability and Licensee's exclusive remedy with respect to the foregoing limited warranty. Any replacement diskette(s) will be warranted for the remainder of the original warranty period or ninety (90) days, whichever is longer.

THE PRECEDING WARRANTY IS IN LIEU OF ALL OTHER EXPRESS WARRANTIES ON THE DISKETTE(S). THE PROGRAM ITSELF IS LICENSED "AS IS", WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES WHATSOEVER. NEITHER LICENSOR NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DISTRIBUTION OF THE PROGRAM SHALL BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA OR LOSS OF USE, OR ANY OTHER INCIDENTAL, CONSEQUENTIAL, SPECIAL OR OTHER DAMAGES, ARISING OUT OF THE PURCHASE, USE OR INABILITY TO USE, OR OPERATION OF THE PROGRAM, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT SHALL THE LIABILITY OF THE LICENSOR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PROGRAM OR DISKETTE(S) EXCEED THE LICENSE FEE ACTUALLY PAID BY LICENSEE.

ANY IMPLIED WARRANTIES WHICH ARE FOUND TO EXIST ARE HEREBY LIMITED IN DURATION TO COINCIDE WITH THE NINETY (90) DAY LIMITED EXPRESS WARRANTY ON THE DISKETTE(S) GIVEN ABOVE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, NOR ANY LIMITATION ON HOW LONG IMPLIED WARRANTIES LAST, SO THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

8. Export Restrictions. Licensee agrees not to export or reexport the Program (or any copies thereof) in violation of any applicable U.S. laws or regulations.

9. Termination. The license herein granted will remain in effect until terminated. Licensee may terminate its rights and obligations under this Agreement at any time after installation of the Program by discontinuing use of the Program and returning or destroying all copies of the Program, and providing written notice to Licensor certifying that Licensee has discontinued use of the Program and returned or destroyed all copies of the Program. If Licensee fails to fulfill any material obligations under this Agreement, Licensor may, upon its election and in addition to any other rights it may have, at any time terminate all rights granted by it hereunder by not less than thirty (30) days written notice to Licensee specifying such breach unless, within such thirty (30) day period, all breaches specified therein have been cured. Upon such termination, Licensee shall discontinue use of the Program and return or destroy all copies of the Program and, upon Licensor's request, will certify to such destruction in writing to Licensor. In the event of termination, Licensor shall have no obligation to refund any amounts paid to it under this Agreement.

10. Entire Agreement. LICENSEE ACKNOWLEDGES THAT: (1) LICENSEE HAS READ THIS ENTIRE AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS; (2) THIS AGREEMENT (TOGETHER WITH THE EXHIBITS ATTACHED HERETO AND ANY EXTENDED SOFTWARE TECHNICAL SUPPORT AND/OR EXTENDED SOFTWARE MAINTENANCE AGREEMENT(S) CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDES ANY AND ALL PRIOR ORAL OR WRITTEN COMMUNICATION(S) RELATING TO THE SUBJECT MATTER HEREOF; AND (3) THIS AGREEMENT MAY NOT BE MODIFIED, AMENDED, OR IN ANY WAY ALTERED EXCEPT BY A WRITING SIGNED BY BOTH PARTIES.

11. Severability. In the event that any provision of this agreement is held to be invalid, illegal or otherwise unenforceable, such provision shall be deemed to have been deleted from this agreement, while the remaining provisions of this agreement shall be unaffected and shall continue in full force and effect.

12. Confidentiality. Licensee agrees that the terms and conditions of this Agreement constitute confidential and/or proprietary information of Licensor; and Licensee agrees not to use this Agreement or its terms or conditions for any commercial purpose of Licensee or others, and agrees not to disclose its terms to anyone other than those employees of Licensee having a need to know in connection with the execution, delivery, and administration of this Agreement.

13. Governing Law; Legal Expense. This Agreement shall be governed by the laws of the State of California, excluding that body of law related to choice of laws, and of the United States of America. In the event it is necessary for either party to retain the services of an attorney or attorneys to enforce the terms of this Agreement, or any of the conditions or rights contained herein, or to defend any action, then the prevailing party in any such action shall be entitled to recover from the other party its reasonable fees for attorneys and expert witnesses, plus such expenses and court costs as may be fixed by any court of competent jurisdiction.

14. Waiver. Any waiver by either party of any provision of this Agreement shall not be construed as a waiver of any other provision of this Agreement, nor shall such waiver operate as or be construed as a waiver of such provision respecting any future event or circumstance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.

15. Headings. The section headings used in this Agreement are intended primarily for reference and shall not by themselves determine the construction or interpretation of this Agreement or any portion hereof.

16. Notices. Any notice or request required or permitted by this Agreement shall be in writing and shall be sent by facsimile, or sent by recognized commercial overnight courier, or mailed by United States registered or certified mail, addressed to the other party at the address shown at the beginning of this Agreement or to such other address as provided in writing by either party for such purpose. Any such notice shall be effective as of the date of receipt.

17. Independent contractors. In performing any and/or all of their respective obligations hereunder, Licensor and Licensee shall each operate as and have the status of being an independent contractor of the other party, and neither party shall act as or be an agent or employee of the other party. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.