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This Agreement is entered into on this date by and between ProCare Research LLC, Inc., a Michigan corporation ("PROCARE") the agreeing subscriber, ("LICENSEE"). BACKGROUND PROCARE exclusively owns rights to PROCARE's PRISM™ System and other associated LICENSED MATERIALS accessd via PROCARE's SERVICE (as those terms are hereafter defined). LICENSEE desires to obtain a nontransferable, non-exclusive license to use the SERVICE to access the LICENSED MATERIALS in its clinical practice. PROCARE is willing to grant such a license only under certain terms and conditions and subject to the provisions of the Federal Patent Policy, if applicable. NOW, THEREFORE, in consideration of the premises and mutual promises and agreements hereinafter set forth, the parties hereto agree as follows: I. DEFINITIONS The following capitalized terms shall, for purposes of this Agreement, have the meanings set forth below: 1.1 LICENSED MATERIALS shall mean the computer program package owned by PROCARE and known as The PRISM™ System and all supporting educational material, reporting tools, and documentation. This term shall include any corrections, improvements, enhancements, or associated documentation subsequently provided by PROCARE to LICENSEE, but PROCARE shall have no obligation to provide any such corrections, improvements, enhancements, or associated documentation. 1.2 KNOW-HOW shall mean the valuable, confidential, proprietary information of PROCARE, relating to the contents, workings, installation and implementation of the LICENSED MATERIALS. 1.3 SERVICE shall mean the on-line accessible service provided by PROCARE utilizing the LICENSED MATERIALS associated with The PRISM™ System. 1.4 END USERS shall mean those given access to the SERVICE and/or the LICENSED MATERIALS via the SERVICE by LICENSEE pursuant to this Agreement. LICENSEE shall be responsible at all times for the full compliance of its END USERS with the limitations, restrictions and obligations set forth in this Agreement with respect to LICENSEE and/or its END USERS and for insuring that access to the SERVICE by any END USER is limited to that necessary for the clinical location identified herein. II. GRANT OF LICENSE 2.1 For the term of the PRISM™ subscription and subject to the terms and conditions of this Agreement, PROCARE grants to LICENSEE a limited, non-transferable, non-exclusive license to access and use the SERVICE for purposes of utilizing the LICENSED MATERIALS solely for clinical purposes at and for the sole benefit of the clinical providers and the clinic locations specified on the PRISM™ Subscription . This license does not give LICENSEE rights to sub-license without the written consent of PROCARE, such consent to be given at PROCARE's sole discretion. 2.2 This license does not give LICENSEE rights to publish articles referencing studies or referencing research based on use of LICENSED MATERIALS or the SERVICE without the written consent of PROCARE. Such consent shall be given at PROCARE'S sole discretion. 2.3 Neither LICENSEE nor any of its END USERS may use the SERVICE except as expressly permitted under this License Agreement, including the requirements provided by applicable U.S. intellectual property laws, and U.S. copyright laws. Any redistribution of any portion of the SERVICE (or any software or materials associated with the SERVICE such as the LICENSED MATERIALS) and KNOW HOW is expressly prohibited. Furthermore, LICENSEE and its END USERS shall not do, nor shall they permit others to do, any of the following: (a) sell, distribute, transmit, or otherwise provide access or use to any person not authorized by this License; (b) store any software associated with the SERVICE or the LICENSED MATETRIALS in any information storage and retrieval system which provides access to persons not authorized by this License or provides usage by other locations than those authorized by this License; (c) rent, sublicense, lease, or assign any License to the SERVICE to any person other than LICENSEE; (d) copy, reproduce, create derivative works from, decompile, disassemble, or otherwise reverse-engineer any software associated with the SERVICE, or in any other way alter, translate, modify, or adapt any software associated with the SERVICE; or (e) make use of the Internet or an Intranet to provide access to the SERVICE through any local or wide area networks, timesharing services, multiple site arrangements or other forums which permit multiple simultaneous access or distribution other than provided by this Agreement. Any access to or use of the SERVICE or the LICENSED MATERIALS (or any part thereof) by persons or other users who are not authorized by Licensee and this Agreement is specifically prohibited. III.. PROPRIETARY RIGHTS 3.1 LICENSEE acknowledges that the LICENSED MATERIALS and the KNOW-HOW are confidential and of great value to PROCARE. LICENSEE shall not permit any third party individual, entity, firm or corporation to have access to such confidential material, gratuitously or otherwise, unless such person, firm or corporation has agreed to protect such confidential material and PROCARE has been notified in advance and in writing and has provided written approval of LICENSEE's intent to permit such third party access. 3.2 LICENSEE agrees to reproduce in accordance with the requirements of the US Copyright Statute PROCARE's copyright notice on any permitted copies, in whole or in part, in any form, of the LICENSED MATERIALS and any permitted modifications thereof. 3.3 The parties agree that PROCARE retains all right, title and interest in the SERVICE, the LICENSED MATERIALS, the KNOW HOW and any associated Software, and any portion thereof, and that nothing herein shall be deemed to constitute as granting to LICENSEE any ownership or other interest in the the SERVICE, the LICENSED MATERIALS, the KNOW HOW and any associated Software (or in any intellectual property right pertaining to the the SERVICE, the LICENSED MATERIALS, the KNOW HOW and any associated Software) except for the non-exclusive, non-assignable limited license expressly set forth herein. All of such intellectual property and business information of PROCARE is its proprietary information, whether or not reduced to writing or other tangible medium of expression, whether or not patented, patentable, capable of trade secret protection or protected as an unpublished or published work under the United States Copyright Act of 1976 as amended. The parties agree that LICENSEE shall have no interest in the copyright or other interest in the the SERVICE, the LICENSED MATERIALS, the KNOW HOW and any associated Software, the SERVICE or the LICENSED MATERIALS or any copies, modifications or derivative works prepared therefrom. LICENSEE agrees that neither it nor any party acting in concert with LICENSEE shall modify, reverse engineer, de-compile or reproduce the Software, the SERVICE or the LICENSED MATERIALS without PROCARE's express written consent. All graphics, logos, service marks, and trade names, including third-party names, product names, and brand names (collectively, the Marks) relating to the SERVICE are the trademarks of PROCARE or its affiliated entities. PROCARE reserves all rights related to the Marks not expressly granted in this Agreement. 3.4 LICENSEE will provide PROCARE with all information required for registration of the person identified as the LICENSEE's administrator (the "Administrator"). PROCARE will create any necessary login pages and passwords for LICENSEE's Administrator. LICENSEE shall be responsible for all use of any password issued to it for the SERVICE. LICENSEE's obligations regarding confidentiality under this Agreement shall survive as long as the confidential nature of the information is maintained. 3.5 LICENSEE acknowledges that some of the technology covered by this Agreement may be in an experimental stage. LICENSEE acknowledges that same is being disclosed to LICENSEE in confidence and not for the purposes of sale or other commercial use. LICENSEE specifically acknowledges that disclosure of the technology to LICENSEE by PROCARE does not constitute an offer for sale of the technology or any part thereof. IV. INFRINGEMENT AND LITIGATION 4.1 LICENSEE shall be responsible for notifying PROCARE of any infringements of rights in the LICENSED MATERIALS which come to LICENSEE'S attention. 4.2 In the event of any infringement of any rights granted to LICENSEE hereunder, PROCARE may, at its sole discretion, proceed with and bear all expenses associated with an enforcement action. PROCARE shall be entitled to retain all proceeds of such action. V. LIMITATION OF LIABILITY 5.1 PROCARE does not warrant that the functions contained in the LICENSED MATERIALS or performed by the Service will meet LICENSEE's specific requirements. The LICENSED MATERIALS are provided on an "as is" basis without warranty of any kind either express or implied. WITH RESPECT TO THE LICENSED MATERIALS AND/OR THE SERVICE, PROCARE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SUCH IMPLIED WARRANTIES ARE HEREBY DISCLAIMED. PROCARE does not warrant as to the functions contained in the LICENSED MATERIALS or that the operation of the LICENSED MATERIALS or SERVICE will be uninterrupted or error free or that any program defects will be corrected. PROCARE makes no warranties, express or implied, as to whether the SERVICE or the LICENSED MATERIALS or use thereof infringes any trademark, patent, copyright, or similar rights of any third party. In no event will PROCARE be liable for indirect, special or consequential damages or lost profits or savings, or for any loss of use, interruption of business or, incidental, exemplary,or punitive damages whether alleged as a breach of contract or tortious conduct or any other legal theory, including negligence even if PROCARE has been advised of the possibility of such damages, or for any claim by any other party. The foregoing limitation shall be applicable even if the remedies set forth herein are deemed to have failed their essential purpose. PROCARE's liability hereunder for damages shall not, in any event, exceed the amounts paid by LICENSEE to PROCARE for software or services as to which the claim arose. LICENSEE shall indemnify and hold PROCARE harmless from claims and demands of any third parties arising from the use by the LICENSEE of the Software. LICENSEE understands and acknowledges that the Software is not represented or warranted as being bug-free or error-free. 5.2 LICENSEE agrees to indemnify and defend at its own expense any action brought by any third party against PROCARE, its employees, officers, representatives or agents for damage or injury sustained or alleged to have been sustained in connection with or arising from the performance by LICENSEE under this Agreement or the use by LICENSEE of the SERVICE and/or the LICENSED MATERIALS by it, its agents, employees, subcontractors. In addition, LICENSEE shall pay any costs, damages and attorney's fees finally awarded against, or incurred by PROCARE in such action. 5.3 LICENSEE understands and agrees that it will require its own computers, Internet connections, and Internet browser software to access the Service and LICENSEE understands that the suitability of its computers, Internet connections and Internet browser software for suitable use of the SERVICE is solely the responsibility of LICENSEE. 5.4 PROCARE reserves the right to engage in regularly scheduled maintenance, periodic maintenance or unscheduled maintenance. VI.. USE OF PROCAREand PRISM™ NAMES 6.1 LICENSEE shall not use PROCARE'S name or PRISM™'s name or any adaptation of either name in any manner without the prior written consent of PROCARE. VII. SUPPORT 7.1 Unless provided for under separate written agreement, PROCARE will not provide any support involving issues with respect to LICENSE's own internet connectivity issues or computer hardware issues. Licensee acknowledges and agrees that, due to the inherent qualities of the Internet, PROCARE cannot prevent and, therefore, is not responsible for inadvertent security breaches, nor is PROCARE responsible for any failure to maintain the confidentiality of information. No other support will be provided except as may be set forth in an accompanying Schedule. VIII.. TERM AND TERMINATION 8.1 This Agreement will terminate when the LICENSEE discontinues, or terminates its PRISM™ subscription or fails to pay PRISM™ subscription fees when due. 8.2 In event of termination, the license rights granted herein shall be of no further force or effect whatsoever. 8.3 Sections 2.2, 2.3, 3.1, 3.2, 3.3, 5.1, 5.2, 6.1, 8.4, 8.5, 9.1, 9.3, 9.5, 9.6, 9.7, and 9.10 of this Agreement shall survive termination, rescission or expiration. 8.4 PROCARE may terminate this Agreement if LICENSEE breaches any term or condition of this Agreement, if such breach is not cured within five (5) days after receipt of written notice of Licensee's breach. Upon termination, all payment obligations of LICENSEE due through the date of termination shall be then due and payable, PROCARE may revoke the License granted to LICENSEE and PROCARE may immediately prohibit LICENSEE's use and access to the Service. 8.5 In the event of termination of this Agreement for any reason, LICENSEE shall have the right to obtain a copy of data associated with or arising from LICENSEE's use of the SERVICE and/or LICENSED MATERIALS. PROCARE shall at all times enjoy a perpetual, worldwide, irrevocable, non-exclusive license to retain data associated with or arising from LICENSEE's use of the SERVICE and/or LICENSED MATERIALS that may be in PROCARE's possession at the time of any termination, expiration or recission of this Agreement and to use such data for non-personally idenfiable and/or for data aggregatation/data mining/knowledge base usages. IX. MISCELLANEOUS 9.1 LICENSEE and PROCARE are not partners or joint venturers under this Agreement and nothing herein shall be construed as causing them to be such. LICENSEE shall have no authority to act in PROCARE's name, and no authority to act for PROCARE's benefit except as is expressly provided for in this Agreement. 9.2 Any notices provided for under this Agreement shall be in writing and shall be deemed to have been duly given if mailed by certified or registered mail, addressed to the party entitled thereto as follows: If to PROCARE: If to LICENSEE: ProCare Research LLC the address listed on the PRISM™ 61 Commerce Ave. SW subscription agreement Grand Rapids, MI 49503 9.3 In the event any provision or provisions of this Agreement shall be held invalid, illegal or unenforceable, and such provision does not constitute a substantial part of this Agreement such that its deletion from this Agreement would defeat the purpose of this Agreement, the validity, legality or enforceability of the remaining provision(s) shall not be affected. 9.4 The Agreement contains the entire understanding of the parties and supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by both parties. This Agreement shall be governed by and interpreted in accordance with the laws of Michigan (except that body of law controlling conflicts of law). 9.5 LICENSEE hereby consents to PROCARE's use of LICENSEE's name and logo for the limited purpose of identifying LICENSEE as a PROCARE Licensee. 9.6 Neither LICENSEE nor any of its END USERS will export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. government and any country or organization of nations within whose jurisdiction Licensee operates or does business. 9.7 To the extent LICENSEE may be deemed to be licensing software for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), it is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is PROCARE,61 Commerce, Grand Rapids, MI. The SERVICE, the LICENSED MATERIAL, the KNOW HOW and any associated software may protected by Copyright under the laws of the United States and, to the extent it may be deemed unpublished—rights reserved under the copyright laws of the United States. 9.8 This Agreement binds and inures to the benefit of the parties hereto and their respective successors and permitted assigns. 9.9 The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. 9.10 LICENSEE agrees that any terms or conditions contained in any document, including but not limited to a purchase order, acknowledgement, email, or other document that it may now or later provide to PROCARE, will have no effect regarding the SERVICE and that this Agreement is the only contract and/or license between PROCARE and LICENSEE regarding the SERVICE, the LICENSED MATERIALS, and/or the KNOW HOW and may only be amended as set forth herein. The application of the United Nations Convention on the International Sale of Goods is hereby expressly excluded. PROCARE's performance of this Agreement is subject to existing laws and legal process, and LICENSEE agrees that PROCARE may comply with law enforcement or regulatory requests or requirements notwithstanding any contrary term of this Agreement or that policy and records originally generated and maintained in printed form.

By Subscribing to PRISM™ I Agree to Accept The Terms of This License Agreement