SOFTWARE LICENSE AGREEMENT FOR SITEAUDIT^TM

(Assessment, Fleet Management and Test Licenses)

1. BACKGROUND.

This Software License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity – "Licensee") and NETAPHOR SOFTWARE, INC. ("Netaphor") concerning the version of the SITEAUDIT^TM software product provided to Licensee, which includes computer software, update packages and associated media and documentation (collectively the "Software").

BY ACTIVATING, DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACTIVATE, DOWNLOAD, INSTALL OR USE THE SOFTWARE.

2. OWNERSHIP OF SOFTWARE.

The Software is owned exclusively by Netaphor, and it is protected by copyright laws and international copyright treaties, as well as other applicable laws. This Agreement does not convey to Licensee any interest in or to the Software, but only a limited, non-exclusive and revocable right to use the Software.

3. LICENSES.

a. License Types. Netaphor offers (i) Assessment Licenses, (ii) Fleet Management Licenses and (iii) Test Licenses. Licensee may only use the Software for the specific tasks allowed by the type of license obtained by Licensee (as described in Sections 3(b), 3(c) and 3(d) below), subject to all restrictions and limitations in this Agreement.

b. Assessment License. If an Assessment License is purchased (or provided to Licensee without charge), Licensee may download, install and use the Software for the limited purpose of performing an assessment to establish the inventory and utilization of Licensee’s imaging devices. Licensee may not use the Software for any other purpose. Unless earlier terminated under Section 5 below, an Assessment License runs for 60 days from the date a key is used to activate the Software or until the Software ceases functioning, whichever comes first (the “Assessment Period”). Unless approved in writing by Netaphor, the results and data generated by the Software under an Assessment License (concerning the inventory and utilization of Licensee’s imaging devices) may only be used by Licensee for its internal purposes and may not be shared with, or disclosed to, any third parties.

c. Fleet Management License. If a Fleet Management License is purchased, Licensee may download, install and use the Software to (i) perform the tasks permitted by an Assessment License (described above) and (ii) manage the number of imaging devices covered by the license. With a Fleet Management License, Licensee may use all features of the Software. The fee for a Fleet Management License varies based upon the number of imaging devices being managed, and Licensee shall fully cooperate with Netaphor and provide all requested information to Netaphor to determine the number of imaging devices being managed. Unless earlier terminated under Section 5 below, the term of a Fleet Management License is the time period purchased (the “Fleet Management Period”).

d. Test License. If a Test License is obtained (typically without charge), Licensee may download, install and use the Software for the limited purpose of evaluating the Software to determine if the Software is suitable for Licensee’s environment and has the functionality to address Licensee’s needs. Licensee may not use the Software for any other purpose. Unless earlier terminated under Section 5 below, a Test License runs for 15 days from the date a key is used to activate the Software or until the Software ceases functioning, whichever comes first (the “Test Period”).

4. RESTRICTIONS.

Licensee will not and will not knowingly permit any third party to (a) remove, deface, bypass, over-ride or otherwise defeat any product identification, copyright notices, trademarks, restricted rights or other proprietary restrictions, or any license administration or enforcement mechanisms contained in or affixed to the Software, (b) use the Software for any purpose other than as expressly permitted in this Agreement, (c) transfer, sell, assign, pledge, lease, rent or share Licensee’s rights relating to the Software, (d) reverse engineer, decompile, disassemble, trace or translate the Software, or do anything to attempt to discover the Software’s source code, (e) prepare any derivative works based on the Software, (f) copy the Software, or (g) modify, adapt or alter the Software.

5. TERMINATION OF LICENSES.

This Agreement is effective upon Licensee’s activation, downloading, installation or use of the Software. Assessment Licenses automatically terminate at the end of the Assessment Period specified in Section 3(b) above, Fleet Management Licenses automatically terminate at the end of the Fleet Management Period specified in Section 3(c) above, and Test Licenses automatically terminate at the end of the Test Period specified in Section 3(d) above. In addition, Netaphor may terminate the licenses granted in this Agreement if (a) any amounts owing to Netaphor (from Licensee or anybody else) for such licenses are not timely paid to Netaphor or (b) Licensee breaches any of the terms of this Agreement. Moreover, with respect to any licenses provided free of charge, Netaphor may terminate such licenses at any time in its sole discretion (even if Licensee has complied with the terms of this Agreement). Upon termination of the licenses granted herein, Licensee agrees to cease all use of the Software, delete the Software from the hard drive of the computers that it is installed on, and destroy any copies of the Software.

6. NO WARRANTIES.

To the maximum extent permitted by law, Netaphor disclaims any warranty for the SOFTWARE and any support services provided by Netaphor. The SOFTWARE and support services are provided "as is" without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose. The entire risk arising out of use or performance of the SOFTWARE remains solely with Licensee.

7. LIMITATION OF LIABILITY.

To the maximum extent permitted by law, NETAPHOR SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION), EVEN IF NETAPHOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE.

MOREOVER, NETAPHOR'S ENTIRE LIABILITY UNDER THIS Agreement AND/OR ARISING FROM OR RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR NETAPHOR’S PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES IS LIMITED TO THE GREATER OF (A) ONE HUNDRED DOLLARS (U.S. $100.00) OR (B) THE AMOUNT PAID BY LICENSEE TO NETAPHOR, IF ANY, FOR THE LICENSE(S) GRANTED HEREIN.

8. HAZARDOUS OR HIGH-RISK ENVIRONMENTS.

Licensee acknowledges that the Software is not designed or licensed for use in hazardous or high-risk environments such as, but not limited to, operation of nuclear facilities, direct life support, air or space travel or police, rescue or military operations. Licensee agrees and acknowledges that Netaphor shall have no liability in connection with use of the Software in hazardous or high-risk environments.

9. MISCELLANEOUS PROVISIONS.

a. Authority. Licensee represents and warrants that Licensee has the right and authority to enter into this Agreement.

b. Assignment. Licensee shall not assign, delegate or transfer any of Licensee’s rights, duties or responsibilities under this Agreement without the prior written consent of Netaphor, except an assignment to a successor entity or due to a merger or consolidation with another entity. This Agreement shall bind any successors and assignees of Licensee as if they were an original party to this Agreement.

c. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemplated agreements, understandings and representations, written or oral, of the parties pertaining to such subject matter. This Agreement may not be modified except in a written amendment signed by authorized representatives of both parties.

d. Severability. If any provision of this Agreement is declared to be illegal, unenforceable or void, the remainder of this Agreement shall be enforced to the extent permitted by law and the illegal, unenforceable or void provision shall be replaced with a legal and enforceable provision that comes closest to the intention of the parties underlying the original provision.

e. Governing Law, Jurisdiction And Venue. This Agreement shall be interpreted, construed and governed by the laws of the State of California without regard to its conflict of law rules. The parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts sitting in Los Angeles County and Orange County, California for the purpose of all legal proceedings arising out of or relating to this Agreement.

f. Waiver. No delay or omission by Netaphor to exercise any right or remedy hereunder shall be construed as a waiver of such right or remedy. Further, the waiver by Netaphor of a particular breach of this Agreement by Licensee shall not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of the Agreement.

g. Headings. Section headings in this Agreement are inserted for convenience only and are not a part of this Agreement.