OIS WINSTATION XP™ SOFTWARE LICENSE AGREEMENT:

OIS WinStation XP™ software (the “Licensed Software”) may be preinstalled on a computer before delivery to you or you may receive an installation CD to upgrade or reinstall on a computer that already has WinStation software on it.  You may also receive an installation CD to install review station software on your own computer, provided you have purchased the license for the software from OIS.  In any case, the terms and conditions hereof will be in effect.

If you received a software CD with a seal—Before installing this CD containing the Licensed Software, please read carefully the following binding terms and conditions of this agreement. If you break the seal on this software you are signifying your agreement to be bound by this license agreement between you (either individually or as the authorized representative of an entity) and OIS.  If you do not accept the terms of this license agreement, you must return the software to OIS with the seal unbroken.

In any other case—Before using the Licensed Software please read carefully the following binding terms and conditions of this agreement.

1. Grant of License: Subject to the terms and conditions of this license agreement, and in consideration of the license fee paid by you, Ophthalmic Imaging Systems (herein “OIS”) grants you a single non-exclusive revocable license to use a copy of the Licensed Software residing on one physical personal computer (“PC”) at one physical location or address.  The PC shall limit access to the software to the number of users authorized by OIS, as set forth in the separate signed quote, purchase order, or similar document providing for delivery to you of the Licensed Software, the terms of which separate quote or purchase order is incorporated herein.  In no case shall the Licensed Software be downloaded or reside on more than one PC at any time, unless otherwise expressly allowed as set forth below.

2. Copyright: The Licensed Software is owned by OIS, contains proprietary and/or confidential and trade secret information developed at great expense to OIS, and is protected by United States and international copyright and other laws and international treaty provisions. No ownership rights are granted by this Agreement or as a result of your possession of the Licensed Software, and OIS expressly reserves all of its rights therein and thereto. Therefore, you must treat the Licensed Software as you would any other protected copyright or proprietary material (e.g., a book or musical recording), and you may not duplicate this product in any way for any reason except to create a backup copy as provided for in section 4 below.

3. Other Restrictions: The nonexclusive revocable license granted herein is subject to your use of the Licensed Software solely for your own personal or internal business purposes. You may not commercially distribute, sublicense, sell, resell, pledge or otherwise transfer for any consideration or otherwise, or reproduce for any such purposes, the Licensed Software or any modification or derivative thereof, either alone or in conjunction with any other product or program. Further, you may not modify the Licensed Software, other than to achieve customization to the extent contemplated by such software and the accompanying documentation, and then solely for your own personal or internal business use. You may not under any circumstances duplicate the Licensed Software (in whole or in part) in any way, or authorize any person under your authority or control to undertake such duplication, except to create a backup copy as provided for in section 4 below. You may not merge the Licensed Software into other program material, change the software or recreate, through reverse engineering or otherwise, any of the source code of the Licensed Software.  You may not reverse engineer, decompile, or disassemble the Licensed Software for any purpose whatsoever. You may not rent, lease, or sublicense the Licensed Software.  Notwithstanding the foregoing, if you do modify the Licensed Software in any way, or merge it with other material, OIS shall be the owner of the resulting modified or merged product.

4. Backup Copy: If you previously have received a CD containing the Licensed Software from OIS and you have not returned this CD, it will serve as your backup copy of the software and you are not authorized to create any other backup copy of the software.  In any other case, you are authorized to create only one (1) backup copy of the Licensed Software, which copy must reside at the same physical location where you use the Licensed Software.

5. Term: The license term begins immediately when you receive the Licensed Software from either OIS or a licensed reseller of OIS, and continues until you notify OIS in writing of your intent to terminate the license, and you destroy all copies of the product; provided, however, that OIS may terminate this license immediately at any time if it determines that you are in material breach of any of the provisions set forth herein.

6. Export Controls: The export and re-export of the Licensed Software is subject to control by regulations of the United States government. Accordingly, no export or re-export of the Licensed Software shall be made directly or indirectly by you unless it is made in full compliance with such regulations.

7. Warranty: The Licensed Software and media on which it is delivered are warranted to perform substantially as documented in the accompanying manual and for one (1) year after initial purchase, unless you modify or otherwise alter the software. OIS does not warrant that the use of the Licensed Software will be uninterrupted or error-free. Except as specifically stated herein, OIS makes no warranty of merchantability or fitness for a particular purpose. Your sole remedy in the event of defective software is replacement by OIS upon receipt of a valid software warranty claim. In no event will OIS, its officers, employees, affiliates, or suppliers be liable for any consequential, incidental, Indirect, OR SPECIAL damages WHETHER IN TORT OR CONTRACT (including those for loss of business profits, business interruption, loss of business information or the like) arising out of the use or inability to use the software even if OIS or a representative of OIS has been informed of the possibility of such loss or damage. This warranty does not cover any disk, documentation, or hardware that has been subjected to abuse, damage, alteration or modification. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. The liability of OIS to you for damages for any cause whatsoever shall be limited to the actual purchase price paid by you for the Licensed Software: THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED AND INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

8. Governing Law and Jurisdiction; Severability: This license will be construed under the laws of the state of California. The California state courts of Sacramento County (or, if there is exclusive federal jurisdiction, the United States District Court for the Eastern District of California) shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and you hereby consent to the jurisdiction of such courts. If any provision of this license agreement is held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible by law and all other provisions of the license will remain in full force and effect.

9. Attorney’s Fees: In the event it is necessary for any party to retain the services of an attorney or attorneys to enforce the terms of this license agreement or to file an action to enforce any of the terms, conditions or rights contained herein, or to defend any action, then the prevailing party in any such action shall be entitled to recover from the other party its reasonable fees for attorneys and expert witnesses, plus such court costs and expenses as may be fixed by a court of competent jurisdiction.

10. This Agreement Supersedes: Any terms set forth in your order or in any communication from you, which add to, vary from, or conflict with these terms are objected to. Any such proposed terms shall be void and the terms herein shall constitute the complete and exclusive statement of the terms and conditions of the agreement between the parties. If any of the terms herein are additional to or different from any of the terms of your order, your order is accepted subject to the express condition that you assent to the additional and different terms set forth above. To the extent the terms of this license agreement conflict with the terms of the signed quote or purchase order under which you purchased your copy of the Licensed Software, the terms of this license agreement control.

All trademarks and registered marks are property of their respective owners.                  Copyright OIS 1997—2004ă                      PN 800-0024  Rev A