End-User's Software License Agreement

(License of use, Trial license)

The Software and the accompanying documentation are provided to the End-User by Enovacom,
a company incorporated under French law with offices at 521 avenue du Prado, 13008 Marseille, France, and registered at the trade register of Nanterre under n°443 685 573, for use only under the terms and conditions defined in this End-User Software license agreement (the “Agreement”).

ENOVACOM AND THE NAME OF ENOVACOM’S SOFTWARE PROGRAMS ARE TRADEMARKS REGISTERED AT THE FRENCH TRADEMARK OFFICE (INPI – “INSTITUT NATIONAL DE LA PROPRIETE INTELLECTUELLE”) in France and other countries.

1. Définitions

• Key: The protection key allowing the activation of the Software.

• Agreement: This End-User License Agreement and any potential amendment.

• Delivery Date: The date of provision of the Key to End-User, by any means and notably by e-mail.
  Documentation: The English version of electronic written materials made available to the End-User, which include the main process and guidelines to facilitate the installation and use of the Software.
  Environment: The technical pre-requisites that the End-User has been informed of before entering into the Agreement and which is defined in the Documentation, that corresponds to the computer equipment (hardware, operating system, third-party software) and any evolutions or changes thereof required for the use of the Software.

• Trial License: The right to use the Software for evaluation and testing purposes according to the terms of the Agreement.

• License of Use: The right to use the Software throughout the term of the proprietary rights pertaining thereto, according to the terms of the Agreement.

• License: The right to use the Software granted to End-User under the License of Use or the Trial License.

• Software: The English version(s) of the object code computer program(s), for which a License is granted under the Agreement, including the Documentation, and any modified version of the Software and/or the Documentation provided under the Agreement; any and all copies thereof in whole or in part.

• Company: Enovacom, the manufacturer

• Media: Any media selected by the Company to make the Software available to the End-User, including any electronic means of communications.

2. License

End-User is granted - subject to End-User paying the total fee for the License of Use and compliance with the Agreement, a limited, personal, non-exclusive and non-transferable License, to use the Software.

End-User may:

• Install and use the Software in the Environment for End-User’s internal purposes only; it being
  agreed that under the Trial License, End-User may use the Software only for evaluation and testing
  purposes;

• Install and use the Software in the Environment - on one (1) computer at any time or subject to
  any other applicable metrics for the particular Software (all as licensed and paid for by End-User)
  as expressly agreed upon between the parties;

• Make one copy in machine-readable form for back-up purposes only, provided that End-User
  reproduces on the copy the Company's copyright notice, trademark and any other proprietary
  legends which may appear on or in the original copy of the Software supplied by the Company,
  it being agreed that such copy remains subject to the terms and conditions of the Agreement;

• Generally, install and use the Software in strict compliance with the instructions in the
  Documentation and with the Agreement.

3. Restrictions

End-User may NOT:

• Use the Software for any other purpose than that expressly defined in the Agreement, beyond the
  limitations defined in the Agreement. In particular, End-User shall not use the back-up copy for any
  other purpose than to replace the original copy of the Software in the event such copy has been
  destroyed or becomes unusable and End-User shall not use the Software under Trial License for
  any production purposes; any use of the Software for production purposes being subject to the
  prior purchase of a License of Use by End-User;

• Enable any third party to use the Software, unless with the prior written consent of the Company and subject to such third party’s specific acceptance, without any reservation, of the terms and
  conditions of use of the Software, it being agreed that in such a case, End-User is responsible for
  such third party’s compliance with the terms and conditions of the Software;

• Sublicense, assign, distribute, make available or otherwise transfer and/or share the rights
  pertaining to the Software, whether in part or entirely and by any means whatsoever, without
  the prior written consent of the Company;

• Modify, decompile, reverse engineer, disassemble, translate, recreate the Software, even partially or attempt to or enable third parties to perform such acts, except as otherwise permitted by French
  Law. Whenever, End-User wishes to access information in order to achieve the interoperability of
  the Software with other software, End-User shall firstly ask the Company - before performing any
  decompilation task - whether such information is promptly and/or easily accessible, in which case
  End-User shall only reproduce or translate those parts of the Software’s code which are strictly
  necessary to achieve the above-mentioned interoperability;

• Generally, use the Software in violation of any statutory or regulatory provision whatsoever, in
  particular any provision relating to the protection of personal data.

4. Protection and Security

End-User agrees to use its best efforts and to take all reasonable steps to safeguard the Software in order to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. End-User acknowledges that the Software contains valuable confidential information and trade secrets and that unauthorized use and/or copying are harmful to the Company.

5. Intellectual Property Rights

The Company reserves any right not expressly granted to End-User. In no event, shall the Agreement be construed as a sales contract. The Company retains the exclusive ownership of the Software and all prerogatives thereto.
The Company declares that, to its knowledge, nothing conflicts with entering into the Agreement, and that the Software does not constitute an infringement to any pre-existing creation within the European Union.

End-User shall promptly notify the Company of any use of the Software that may be illicit or non-compliant with the terms of the Agreement, of which End-User has knowledge. If, further to such notice, the Company elects to take legal action against any third party, End-User will provide all the assistance necessary that the Company may reasonably require.

The Company will defend End-User, at its own expense, against any claim relating to the infringement of any intellectual property right by the Software supplied under the Agreement, provided that End-User:

• Notifies the Company in writing as soon as he becomes aware of such claim;

• Enables the Company to have sole control over the defense and any negotiation of a settlement;
  and

• Collaborates with the Company to such ends.

In the event of any claim, threat of action or action filed against End-User in connection with the use of the Software, or if the Company deems it likely to happen, the Company will at its sole option and own expense (i) either replace the infringing component of the Software by a substitute component with similar functionalities, or (ii) refund End-User with all the fees paid under the relevant license, such license being therefore terminated if the replacement proves impossible.

The Company will indemnify End-User from any damages which End-User may be ordered to pay in
connection with any infringement of the Software, as soon as such decision has become final and executory, as well as from any costs and expenses paid by End-User for his defense, including attorneys’ fees, it being agreed that End-User’s entire liability and exclusive remedy as concerns the infringement of a proprietary right pertaining to the Software shall in no event exceed the amount paid by End-User with respect to the relevant License.

The Company expressly disclaims all liability with respect to any such allegation relating to:

• The use of other than the then-current release of the Software, when such infringement could have
  been avoided with the use of the most recent release of the Software;

• Any modification of the Software by End-User or any third party acting on his behalf;

• Any use of the Software not in compliance with the Documentation and/or the Agreement;

• Any use of the Software with other hardware, operating systems and/or software than those which
  constitute the Environment.

This section 5 states the entire liability of the Company and End-User’s sole indemnification as to the
infringement of intellectual property rights or any other proprietary rights, and the Company shall in no event be held liable beyond what is provided in this section 5.

6. Confidentiality

For the purpose of the Agreement, each party may have access to information regarded as confidential by the other party (referred to as the “Confidential Information” for the purpose of the Agreement) shall be considered as strictly confidential, all the contractual information related to the financial conditions of the Agreement, as well as, all the information related to the Software, notably regarding its structure and organization; which are considered as trade secrets, property of the Company. Therefore, End-User shall consider as strictly confidential the results of tests performed on the Software which he obtained the License for.

Each party shall respect the confidentiality of all the information and documents presented as such by the other party and undertake that its subcontractors, employees and/or any other third party the parties are dealing with will respect the same requirement of confidentiality.

Confidential Information under the Agreement does not include (i) the information which is or becomes publicly available and which has been obtained through no fault of the receiving party, or (ii) which such receiving party proves came to its knowledge lawfully, independently and prior to its disclosure by the other party, or (iii) independently developed by such party without it having any access to the Confidential Information.

The confidentiality obligation provided for in this section 6 shall survive for each Confidential Information ten (10) years after the disclosure of such Confidential Information.

7. Warranty and Liability

7.1 End-User assumes sole responsibility for the installation, use and results obtained from use of the
Software under the License.

7.2 The Software is provided “as is” under the Trial License, without any express or implied warranty.

7.3 Under the License of Use, the Company warrants exclusively that, for ninety (90) days from the Delivery Date to End-User, (i) the Media will be free from manufacturing defect and (ii) the unmodified Software - when used in strict compliance with the Documentation and the Agreement - shall operate substantially in accordance with the functional specifications current at the Delivery Date.

If, during the warranty period, a defect appears, End-User shall return the Software to the Company and only obligation of the Company shall be, at election of the Company, to replace the defective Software - it being agreed that the replacing Software will be warranted for the remainder of the initial warranty period or refund the fee received by the Company for the relevant License; such refund leading to the termination of the License.

End-User agrees that the foregoing constitutes End-User's sole and exclusive remedy for breach by the Company under any warranties made under this Agreement.

This warranty does not cover any Software that has been altered or changed in any way by anyone other than the Company. The Company is not responsible for problems associated with or caused by another environment than the Environment, in particular for problems in the interaction of the Software with software not furnished by the Company.

The warranty and remedy provided above are exclusive and in lieu of all other warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. The software is not intended to substitute for or override the training, experience and knowledge of its users.

7.4 The Company is only bound by a general best effort undertaking (“obligation de moyens”).

The Company assumes no obligation to save and/or archive End User’s data, such regular savings being under End User’s sole responsibility.

In no event:

• the Company, or its directors, officers, employees, distributors, dealers, or affiliates, shall be liable
  to the end-user for any consequential, incidental, indirect, special or exemplary damages suffered
  by end-user, its users and/or a third party (including damages for loss of business profits, business
  interruption, loss of data or business information, and the like) arising out of the use of or inability to use the software or accompanying written materials, even if the Company has been advised of the possibility of such damages.

• the Company's liability to the end-user (if any) for actual damages for any cause whatsoever, and
  regardless of the form of the action, will be limited to, and in no event shall exceed, the amount
  originally received by the Company for the license of the software.

8. High-Risk Use in the Medical Field

End-user has a particular obligation of prudence for a use in the medical field given the relative reliability of any computer tool, especially in his interpretation of digital data received, produced, displayed by the software.

The software is not intended for use in any application in which its accuracy or continued performance is the primary defense against death or injury during surgical, medical, life support, or other applications of a similar degree of potential hazard. The Company disclaims any implied warranty of fitness for High Risk Use.

9. Audit Rights

9.1 The parties agree that, upon a three (3) business days (in France) written notice given to End-User,
the Company - or a third party appointed by the Company at the expense of the Company - may inspect and audit End-User’s books and records and/or premises, to ensure that End-User’s use of the Software complies with the terms and conditions of the License granted under the Agreement. End-User shall cooperate with the Company or the third party appointed by the Company so that such audit can be carried out in the best conditions, it being agreed that the Company shall not interfere unreasonably with End-User’s business activities.

9.2 If this audit reveals that one (1) or more additional licenses are necessary for End-User to use the
Software in compliance with the terms of the Agreement, End-User shall immediately pay the amount for such license(s) at the then current price, without prejudice to the provisions of section 10.3 and any other right that the Company could be entitled to exercise.

This section 9 shall remain in force during three (3) years after the termination of the Agreement for any reason whatsoever.

10. Term and Termination

10.1 The Trial License granted under the Agreement is effective from the Delivery Date for the term defined at the Delivery Date, unless earlier termination in accordance with the terms of section 10.3 below.

10.2 The License of Use granted under the Agreement is effective from the Delivery Date for the term of legal protection of the Software, unless earlier termination in accordance with the terms of section 10.3 below.

10.3 In the event of a breach by either party of its contractual obligations under the Agreement, provided such breach is not cured within thirty (30) business days as from the receipt or failing which, the first presentation of a registered letter with confirmation of receipt notifying such breach, the other party may terminate the Agreement, by registered letter with confirmation of receipt, without prejudice to any damages that such party could be entitled to.

10.4 Upon termination of the Agreement for any reason whatsoever:

• End-User shall immediately cease any use of the Software, promptly withdraw all copies of the
  Software from the computers’ memory and destroy or return those copies to the Company;

• Upon written request of the Company, End-User shall certify in writing - duly signed by its legal
  representative - that it has fulfilled its obligations as stated in the above paragraph, within five (5)
  business days as from such request.

In addition:

• Upon written request of a party, the other party shall return or destroy all Confidential Information
  of the requesting party.

• The following shall survive after termination of the Agreement: all confidentiality restrictions,
  infringement indemnity limitations, limitation of liability, audit rights, general provisions and all other provisions which, by their nature should survive to the termination of the Agreement.

11. Compliance with law

End-User shall make sure that the use of the Software does not conflict with French, European and
international regulations applicable to exportation. End-User shall not participate, whether directly or
indirectly, to the exportation of the Software in a country where such operation is forbidden or submitted to the acquisition of a license or any kind of government license if such license has not been obtained.

Furthermore, End-User warrants that it is not under specific measures related to the export and/or import of products in its own country and that no regulation prevents End-User from importing the Software.

The parties undertake that their respective activities comply with any and all statutory and regulatory
requirements in force, particularly those relating to the protection of personal data.

12. Assignment and Transfer

End-User shall not assign or transfer - whether in whole or in part, and free of charge or against payment - any of its rights and obligations under the Agreement, without the prior written consent of the Company. Any change of majority in End-User ’s shareholding, amalgamation, merger, asset contribution to a third party, and more generally any operation of law or otherwise which aims or results in passing the License over to a third party, shall be deemed to result in an assignment of the Agreement.

The Company may assign or transfer by any operation of law or otherwise, its rights and obligations under the Agreement to any third party, provided End-User is informed of such assignment or transfer.

13. Governing law and Jurisdiction

The License is governed by and construed in accordance with the laws of France and shall inure to the
benefit of the Company and End-User and their successors, assigns and legal representatives. The parties agree that they will try to reach an out-of-court settlement for any dispute arising out of or in connection with the performance or the construction of the Agreement. In case of litigation, the parties shall submit to the exclusive jurisdiction of the Commercial Court of Paris, France, notwithstanding any plurality of defendants, claim against guarantor, summary or conservatory proceedings.

14. General Provisions

The parties are independent entities contracting in their own name and under their own responsibility. Therefore, neither party shall make any representations on behalf of the other party, whom it shall in no event substitute for, except to the extent strictly necessary for the performance of the Agreement.

If any provision of the Agreement is held to be illegal, invalid or unenforceable in whole or in part, as a result of any statutory or regulatory provision or after the decision of a competent court which has become final, such term shall be modified so as to be legal, valid and enforceable, and all the other provisions of the Agreement shall continue in full force and effect, unless the purpose of the Agreement is consequently affected.

A waiver of a breach or default under the Agreement shall not be a waiver of any other breach or default. Failure of either party to enforce compliance with any terms of the Agreement, shall not constitute a waiver of such term or condition. Any waiver shall only be effective subject to an amendment pursuant to the terms of section 14 hereunder.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior proposals, agreements, representations, statements and undertakings are hereby expressly cancelled and superseded. This Agreement may not be changed or amended except by a written instrument executed by a duly authorized officer of the Company.

Unless otherwise provided in the Agreement, the files, data, messages and digitized records stored in data processing systems of the Company shall be admitted as proof of the facts and communications between the parties. Unless otherwise demonstrated, records shall be presumed to have been stored under reasonably secure conditions if such messages, data and other documents are systematically recorded on durable and inalterable media.

Any notice required or permitted under the Agreement shall be given in writing to the other party, by
registered letter with confirmation of receipt.

15. Language

The Agreement is in the English language only, which language shall be controlling in all respects. Should the Agreement be translated in any other language, its English version only shall be binding on the parties.

Furthermore, all communications and notices made or given pursuant to the Agreement shall be in the English language.