License Addition Agreement

LICENSE ADDITION AGREEMENT

This License Addition Agreement (the "Agreement") is made and entered into as of by and between:

RECITALS

WHEREAS, Licensor and Licensee are parties to a certain license agreement titled dated (the "Original Agreement");

WHEREAS, the parties desire to add certain rights and/or territory to the license granted under the Original Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. SCOPE OF ADDITION

1.1 Addition. Licensor hereby grants to Licensee, and Licensee accepts, the following addition to the Original Agreement:

1.2 Addition Type (select all that apply):   Territory   Product Line   Technology/Methodology   Other

2. PAYMENT TERMS

2.1 Consideration. In full consideration for the additions granted under this Agreement, Licensee shall pay Licensor the sum specified below in accordance with the schedule set forth in Section 2.2.

2.2 Late Payment. Any amounts not paid when due shall accrue interest at the rate of % per month, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower. Acceptance of late payments shall not constitute a waiver of any default.

3. TERM AND TERMINATION

3.1 Term. The additions granted hereby shall commence on and shall expire on unless earlier terminated under this Agreement or the Original Agreement.

4. CONFIDENTIALITY

4.1 Confidential Information. For the purposes of this Agreement, "Confidential Information" shall mean non-public information disclosed by one party to the other in connection with the additions described herein, including technical, commercial, pricing and marketing data.

4.2 Obligations. Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted herein, and (c) use Confidential Information solely to exercise rights or perform obligations under this Agreement. The receiving party shall apply at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

5. REPRESENTATIONS; INDEMNITY

5.1 Each party represents and warrants that it has full right, power and authority to enter into this Agreement and to grant the rights or undertake the obligations set forth herein.

5.2 Indemnity. Each party shall indemnify and hold harmless the other party from and against any loss, liability or expense (including reasonable attorneys' fees) arising out of a breach of such party's representations, warranties or covenants under this Agreement, except to the extent caused by the indemnitee's gross negligence or willful misconduct.

6. COMPLIANCE WITH ORIGINAL AGREEMENT

6.1 Integration. Except as expressly modified by this Agreement, all other terms and conditions of the Original Agreement remain in full force and effect. In the event of any conflict between this Agreement and the Original Agreement, the terms of this Agreement shall control only to the extent necessary to give effect to the additions granted herein.

7. GOVERNING LAW; ENTIRE AGREEMENT

7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to its conflict of laws principles.

7.2 Entire Agreement. This Agreement, together with the Original Agreement as modified hereby, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral, relating to such subject matter.

8. MISCELLANEOUS

8.1 Amendments. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties.

8.2 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets provided that the assignee assumes the assigning party's obligations hereunder.

8.3 Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice to the other party.

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