NON-EXCLUSIVE LICENSE AGREEMENT   

This Agreement entered into this day by and between Christie A. Cline, M.D., M.B.A., P.C. d/b/a ZiaLogic  ("Licensor"), and ___________________________________________ ("Licensee"), 
as of this the _____ day of ______, 2001. 

Background: 

          A. Licensor is the Owner of all right title and interest in ________________________________ (the “Licensed Materials”). 

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS: 

          4. Warranty Exclusion. Information and materials provided by Licensor in the Licensed Materials are licensed to Licensee on an “AS IS” basis, without warranty or conditions of any kind, express or implied, including but not limited to warranties of merchantability, merchantable quality, satisfactory quality, fitness for a particular purpose. The results of the information contained in the Licensed Materials or the results from the use or application of the materials and systems contained in the Licensed Materials is not guaranteed or warranted by Licensor and all such results are assumed by the Licensee. Nothing contained in the Licensed Materials shall be deemed to constitute the giving of medical advice or the establishment of any medical treatment or treatment regimen. Licensor shall have no liability to Licensee or to any other person for any direct, incidental, special or consequential damages whatsoever, including any loss of revenue, profit, increase in expense, or other commercial or economic loss, even if any such damages may be foreseeable. Licensor is not responsible for the claims of any third party. It is expressly understood that the limit of Licensor’s liability is the amount of royalty paid by Licensee. No representation or warranty has been made by the Licensor that the Licensed Materials or parts thereof may used free of rights of others, it being understood that Licensor shall not be liable for any loss damage or expense arising from any claim of copyright infringement upon use thereof. 

          5. Limitation on Licensee. The Licensed Materials are licensed to Licensee solely for Licensee’s use in its business and for no other purpose. Licensee shall not, without the express written permission of Licensor: 

(a) Assign, transfer, sub-license or otherwise convey an interest in the Licensed Materials, or any part thereof. 

(b) Reproduce and/or disseminate in any manner the Licensed Materials, or any part thereof, to any third person, with the exception of Licensee’s own employees or project participants who will implement the use of the Licensed Materials for Licensee. Licensee shall inform all project participants of the restrictions imposed by this Agreement. 

IN WITNESS WHEREOF, the parties have executed this Agreement the date first above written. 

LICENSOR: Christie A. Cline, M.D., M.B.A., P.C. 
                                                                                                 By:_________________________________ 
Name: Christie Cline, M.D. 
Title: President