Morgan Creek Medical, Inc. Software License Agreement  PLEASE READ THIS LICENSE CAREFULLY BEFORE USING THE SOFTWARE.  BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.  IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, PROMPTLY DESTROY THE SOFTWARE. 1. License.  The application, demonstration, system and other software accompanying this License, whether on disk, in read only memory, or on any other media (the "MCM Software"), and the related documentation are licensed to you by Morgan Creek Medical, Inc ("MCM").  The term ÒMCM SoftwareÓ also shall include any upgrades, modified versions or updates of the Software licensed to you by MCM.  You own the media on which the MCM Software is recorded but MCM and/or MCM's Licenser(s) retain title to the MCM Software and related documentation. This License allows you to use the MCM Software on a single computer and make one copy of the MCM Software in machine-readable form for backup purposes only.  You must reproduce on such copy the MCM copyright notice and any other proprietary legends that were on the original copy of the MCM Software. You may also transfer all your license rights in the MCM Software, the backup copy of the MCM Software, the related documentation and a copy of this License to another party, provided the other party reads and agrees to accept the terms and conditions of this License. 2. Restrictions.  The MCM Software contains copyrighted material, trade secrets and other proprietary material and in order to protect them you may not decompile, reverse engineer, disassemble or otherwise reduce the MCM Software to a human-perceivable form.  You may not modify, network, rent, lease, loan, distribute or create derivative works based upon the MCM Software in whole or in part.  You may not electronically transmit the MCM Software from one computer to another or over a network. 3. Termination.  This License is effective until terminated.  You may terminate this License at any time by destroying the MCM Software, related documentation and all copies thereof.  This License will terminate immediately without notice from MCM if you fail to comply with any provision of this License.  Upon termination you must destroy the MCM Software, related documentation and all copies thereof. 4. Export Law Assurances.  You agree and certify that neither the MCM Software nor any other technical data received from MCM, nor the direct product thereof, will be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States. If the MCM Software has been rightfully obtained by you outside of the United States, you agree that you will not re-export the MCM Software nor any other technical data received from MCM, nor the direct product thereof, except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction inwhich you obtained the MCM Software. 5. Government End Users.  If you are acquiring the MCM Software on behalf of any unit or agency of the United States Government, the following provisions apply.  The Government agrees:(i) if the MCM Software are supplied to the Department of  Defense (DoD), the MCM Software are classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the MCM Software and its documentation as that term is defined in Clause 252.227-7013(c)(1) of the  DFARS; and (ii) if the MCM Software are supplied to any unit or agency of t United States Government other than DoD, the Government's  rights in the MCM Software, its documentation will be as defined in Clause 52.227-19(c)(2) of the FAR or, in the case of NASA  in Clause 18-52.227-86(d) of the NASA Supplement to the FAR. 6. Disclaimer of Warranty on MCM Software.  You expressly acknowledge and agree that use of the MCM Software is at your sole risk.  The MCM Software and related documentation are provided AS IS and without warranty of any kind and MCM and MCM's Licenser(s) (for the purposes of provisions 6 and 7, MCM and MCM's Licenser(s) shall be collectively referred to as "MCM") EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  MCM DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MCM SOFTWARE WILL MEET YOUR REQUIREMENTS,OR THAT THE OPERATION OF THE MCM SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE MCM SOFTWARE WILL BE CORRECTED.  FURTHERMORE, MCM DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MCM SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MCM OR AN MCM AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.  SHOULD THE MCM SOFTWARE PROVE DEFECTIVE, YOU (AND NOT MCM OR AN MCM AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. 7. Limitation of Liability.  UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE, SHALL MCM BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE MCM SOFTWARE OR RELATED DOCUMENTATION, EVEN IF MCM OR AN MCM AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. In no event shall MCM's total liability to you for all damages, losses, and causes of action (whether in contract, tort (including negligence) or otherwise) exceed the amount paid by you for the MCM Software. 8. Controlling Law and Severability.  This License shall be governed by and construed in accordance with the laws of the State of Florida of the United States and any action relating to this licince or the MCM company or software shall be brought in Hillborough County, Florida.  If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License shall continue in full force and effect. 9. Complete Agreement.  This License constitutes the entire agreement between the parties with respect to the use of the MCM Software, related documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of MCM.