LICENSE AGREEMENT This Software License Agreement ("Agreement") is entered into between Reality Interactive, Inc. ("RI") 5630 Owens Drive #305, Pleasanton, CA 94588 And Licensee IMPORTANT - IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE USE OF THE TENTOE TECHNOLOGY. THE TERM "YOU" REFERS TO YOURSELF, THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND USERS. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND REALITY INTERACTIVE, INC. ("RI") WITH RESPECT TO THE SOFTWARE AND TECHNOLOGY, AND ALL OTHER TERMS PROSPOSED BY YOU AND NOT AGREED TO BY RI IN WRITING ARE HEREBY REJECTED. BY INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SOFTWARE. DEFINITIONS SOFTWARE "Software" shall mean the software product Simulation Container and any corresponding user manuals and related documentation excluding any bundled third party software. Third party software shall be governed by the third party's License agreement and not by this Agreement. 1. USAGE. The Software is free for non-commercial use only. A separate license is available for commercial use of the Software. 2. LICENSE. a. Grant of License. RI grants Licensee a nonexclusive, nontransferable license to use the Software for non- commercial purposes, subject to all terms and conditions of this Agreement. b. Term of License. The license is effective until terminated by either party. Upon expiration of the license, Licensee shall comply with Subsection 2.d of this Agreement. c. Termination of License. Either party may terminate this Agreement at any time with or without written notice for any reason whatsoever. d. Return of Software. Upon termination of the license granted by this Agreement, Licensee shall delete from all computer systems all copies of the Software. 3. RESTRICTIONS. Licensee is NOT permitted to do any of the following: a. Sublicense, assign, or distribute copies of the Software to others. b. Modify, copy, reproduce, adapt, translate, rent, lease, loan, sell, distribute, or otherwise assign or transfer the Software, or create derivative works based upon the Software or any part thereof, except as expressly provided in this Agreement. c. Decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software. d. Publish any results of benchmark tests run on the Software to a third party without RI's prior written consent. 4. OWNERSHIP OF SOFTWARE. Licensee agrees that RI owns all rights, title, derivative works and interest, including but not limited to copyright, patent, trade secret, and all other intellectual property rights, in the Software and any changes, modifications or corrections to the Software. Licensee agrees to use the Software only for compliance with this Agreement. Licensee agrees that only RI has the right to alter, maintain, enhance or modify the Software. If Licensee has any problems with the Software it should immediately be returned to RI for repairs and/or necessary modifications. Licensee shall not attempt to repair or modify the Software without the written consent of RI. 5. NO OBLIGATION TO SUPPORT SOFTWARE. RI shall have no obligation under this Agreement to correct any bugs, defects or errors in the Software, provide hard- copy documentation, technical support, telephone assistance, enhancements or to otherwise support or maintain the Software. 6. NO WARRANTY. THE SOFTWARE IS PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY OTHER WARRANTY. RI DISCLAIMS ALL LIABILITY, DIRECT OR INDIRECT, FOR ANY CLAIM RELATING TO THE SOFTWARE AND CONTENT, THE USE OR ANY INABILITY TO USE THE SOFTWARE, THE RESULTS OF THE USE OF THE SOFTWARE AND THIS AGREEMENT INCLUDING WITHOUT LIMITATION CLAIMS ARISING FROM PRODUCT LIABILITY, PERSONAL INJURY, DEATH, OR INFRINGEMENT OF ANY PROPRIETARY RIGHTS. 7. LIMITATION OF LIABILITY. In no event shall RI be liable for any damages, whether in contract or tort (including negligence), including without limitation direct, consequential, special, exemplary, incidental and indirect damages arising out of or in connection with this Agreement or the use, the results of use, or the inability to use the Software. Licensee also agrees that it shall have sole responsibility for protecting its data used in connection with the Software. 8. NO ASSIGNMENT. Licensee may not assign or otherwise transfer in any way any of the rights and obligations arising from this Agreement without the prior written consent of the other party. 9. FORCE MAJEURE. Neither party shall be responsible for any delay or failure to perform obligations specified in this Agreement and the Test Plan due to causes beyond the party's reasonable control. 10. ENTIRE AGREEMENT. This Agreement and any Exhibits constitutes the entire Agreement between Licensee and RI with reference to this transaction and shall supersede any other prior or contemporaneous agreements. Any additions or modifications must be made in a subsequent, written agreement signed by both parties. 11. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California. 12. SEVERABILITY. If any term or provision of this Agreement should be declared invalid by a court of competent jurisdiction or by operation of law, the remaining terms and provisions of this Agreement shall be unimpaired and the invalid term or provision shall be replaced by such valid term or provision as comes closest to the intention underlying the invalid term or provision. 13. NOTICES. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i.) by personal delivery when delivered personally; (ii.) by overnight courier upon written verification of receipt; (iii.) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv.) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses of each party's corporate headquarters, or such other address as either party may specify in writing. 14. EFFECTIVE DATE. This Agreement shall take effect on the date that the Licensee accepts all of the terms and conditions.