Software Use License Agreement

Copyright © 2004-2005 TwinPod Healthcare Inc ([email protected]) All rights reserved.

PLEASE READ

THIS AGREEMENT EXPRESSES THE TERMS AND CONDITIONS ON WHICH YOU MAY USE
THIS SOFTWARE PROGRAM AND ASSOCIATED DOCUMENTATION THAT TWINPOD
HEALTHCARE INC (hereinafter referred to as "THE AUTHOR") IS FURNISHING OR MAKING
AVAILABLE TO YOU WITH THIS AGREEMENT (COLLECTIVELY, THE "SOFTWARE"). PLEASE
REVIEW THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT
CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. BY INSTALLING, COPYING
OR OTHERWISE USING THE SOFTWARE, YOU AND YOUR COMPANY (COLLECTIVELY,
"YOU") ARE ACCEPTING AND AGREEING WITH THE TERMS OF THIS LICENSE
AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT, DO NOT
INSTALL OR USE THE SOFTWARE. VARIOUS COPYRIGHTS AND OTHER INTELLECTUAL
PROPERTY RIGHTS PROTECT THE SOFTWARE. THIS AGREEMENT IS A LICENSE
AGREEMENT THAT GIVES YOU LIMITED RIGHTS TO USE THE SOFTWARE AND NOT AN
AGREEMENT FOR SALE OR FOR TRANSFER OF TITLE. THE AUTHOR RETAINS ALL RIGHTS
NOT EXPRESSLY GRANTED BY THIS AGREEMENT. The author forbids, under any
circumstances, the unauthorized reproduction of the Software or use of illegally obtained
software. Making illegal copies of the Software is prohibited. Individuals who violate
copyright law and software licensing agreements may be subject to criminal or civil action
by the owner of the copyright.

1. LICENCE GRANT

Upon the terms and conditions of this Agreement, the Author grants you a nonexclusive,
nontransferable license to use the Software on a computer server and only for purposes
of operating an electronic commerce store on the Internet.

2. PROPERTY RIGHTS AND RESTRICTIONS

2.1 Ownership. The Software and all modifications or enhancements to, or derivative
works based on the Software, whether created by the Author or you, and all copyrights,
patents, trade secrets, trademarks and other intellectual property rights protecting or
pertaining to any aspect of the Software or any such modification, enhancement or
derivative work are and shall remain the sole and exclusive property of the Author. This
Agreement does not convey title or ownership to you but instead gives you only the
limited rights set forth in this Agreement.

2.2 Limited Rights. Pursuant to this Agreement, you may: a) use the Software install
the Software; b) strictly use the software off the CD and do not
copy/distribute/share/link or access the software from outside the CD in which
the Software is provided. It is strictly prohibited under this Agreement to transfer the
Software and license to any party, residing / incorporated in the territories set out in the
Schedule "A" without Author's written permission. You have no right to use, make,
sublicense, modify, transfer or copy either the original or any copies of the Software or to
permit anyone else to do so. You may not allow any third party to use or have access to
the Software. It is illegal to copy the Software and install that single program for
simultaneous use on multiple machines.

2.3 Proprietary Notices. You may not remove, disable, modify, or tamper with any
copyright, trademark or other proprietary notices and legends contained within the code
of the Software.

2.4 Confidentiality. The Software and the templates contain valuable trade secrets and
proprietary information belonging to Author. You must keep confidential and protect from
unauthorized disclosure all that program code, documentation, all templates and all
information that Author expressly designates as confidential or that you reasonably
should understand to be confidential or proprietary.

3. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES

3.1 We warrant that the Soft will substantially operate as described in the applicable
program documentation after you install it on a workstation. If ordered, technical support
can be provided based on the then current policies for the applicable services ordered.
This Soft is provided "as is" and these warranties do not guarantee that the Soft will
perform error-free or uninterrupted, or that we will correct all program errors. These
warranties are exclusive and take the place of all other express or implied warranties or
conditions including warranties or conditions of merchantability, satisfactory quality, and
fitness for a particular purpose. If we cannot substantially correct a breach of our
warranties, in a commercially reasonable manner, you may end your program license and
technical support fees paid to us under this license agreement, as applicable. This is your
exclusive remedy.

4. LIMITATION OF LIABILITY

Neither party shall be liable for any indirect, incidental, special, punitive, or consequential
damages, or any loss of profits, revenue, data, or data use. Our maximum liability for any
damages whether in contract or tort will not exceed the fees which you have paid to us or
are payable to us for this software, and if such damages result from your use of the Soft
or technical support, the liability shall be limited to the fees paid or payable for the
Software or technical support.

5. TERM

The license is effective until terminated. You may terminate it at any other time by
deleting the Soft together with all copies in any form. It will also terminate upon
conditions set forth elsewhere in this Agreement or if you fail to comply with any term or
condition of this Agreement. You agree upon such termination to delete the Soft together
with all copies, modifications and merged portions in any form.

6. TRADEMARKS

Portions of the software utilize third party libraries/software and SDK. Any or all portions
of such third party systems used for development/distribution of the software are
Trademarks/ Copyrights of their Respective owners.

7. GENERAL

If any provision of this Agreement is declared void or unenforceable by any judicial

authority, this shall not nullify the remaining provisions of the Agreement which shall
remain in full force and effect. You may not sublicense, assign or transfer the license or
the Soft except as expressly provided in this Agreement. Any attempt to otherwise
sublicense, assign or transfer any of the rights, duties or obligations hereunder is null and
void. This Agreement is governed by US law. Any dispute arising out or in connection with
this agreement including any question regarding its existence, validity or termination,
shall be referred to and finally under the common law of state of Arizona, USA.

TWINPOD HEALTHCARE Inc. Copyright (C) 2004-2005

All Rights Reserved.
SCHEDULE A: export restrictions

It is strictly prohibited under this Agreement to transfer the Software and license to any
party, residing/incorporated in any of the following territories:

1. Armenia;
2. Azerbaijan;
3. Belarus;
4. China;
5. Georgia;
7. Indonesia;
8. Kazakhstan;
9. Kyrgyzstan;
10. Republic of Moldova;
11. Russian Federation;
12. Tajikistan;
13. Turkmenistan;
14. Ukraine;
15. Uzbekistan;
16. Viet Nam;