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		AVATAR PARTNERS SOFTWARE LICENSE AGREEMENT - SimplifyXR
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THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is entered into between AVATAR 
Partners ("AVATAR") having its primary office location at 7491 Talbert Ave, 
Huntington Beach CA 92648, and the Licensee.

Definitions
"License" means a single copy of SimplifyXR for which the 
Licensee may develop Augmented Reality, Mixed Reality and Extended Reality 
software applications. 
"Licensee" refers to the person who purchased a License to this single copy
of SimplifyXR.
"Designated Equipment" refers to the specific computer identified during the 
installation process for SimplifyXR License, on which SimplifyXR is to run. 
SimplifyXR will function SimplifyXR when AVATAR transmits a digital key to 
Licensee to unlock the functionality of SimplifyXR. 
"Derivative Works" means any software programs, and copies thereof, 
developed by Licensee and which are based on or incorporate any part of 
SimplifyXR delivered by AVATAR hereunder, including without limitation any 
revision, modification, translation (including compilation or recapitulation 
by computer), abridgment, condensation, expansion, or any other form in which 
SimplifyXR may be recast, transformed or adapted, and that, if prepared 
without AVATAR's authorization, would constitute a patent, copyright or trade 
secret infringement of SimplifyXR. 
"Executable Code" means the fully compiled version of a software program that 
can be executed by a computer and used by an end-user without further 
compilation. "Intellectual Property Rights" means all copyrights, trademarks, 
service marks, trade secrets, patents, moral rights, contract rights, and 
other proprietary rights under the laws of the United States and other 
countries. 
"Maintenance Services" means, collectively, the services to be provided by 
AVATAR under Section 9 hereof. 
"Maintenance Fees" means, collectively, the maintenance fees of SimplifyXR, 
including the Initial Maintenance Fee and the Renewal Maintenance Fee. 
"Statement of Work" means the AVATAR Statement of Work for SimplifyXR signed 
by Licensee and pursuant to which Licensee ordered SimplifyXR from AVATAR. 
The Statement of Work is hereby incorporated into this Agreement. 
 
1. TERM OF LICENSE
	1.1. The license term shall be for [ENTER # OF MONTHS] months 
from the date of SimplifyXR installation. SimplifyXR installation shall be 
completed within 30 days of the date of this fully executed Agreement, 
rendering the expiration of the license to be up to [# OF MONTHS OF LICENSE 
TERM PLUS 30 DAYS] months.
	1.2. This license, and all of AVATAR's obligations hereunder, 
	automatically terminate if Licensee fail to comply with any provision 
	of this Agreement.   1.3. Upon the termination or expiration of this 
	Agreement for any reason whatsoever 1.3.1. The use of the License granted 
	hereunder shall immediately cease; and  1.3.2. Licensee shall immediately 
	stop using SImplifyXR in any way and, within ten (10) days after the 
	effective date of expiration or termination deliver to AVATAR, or certify 
	that Licensee has destroyed, all copies of SimplifyXR. 
2. GRANT OF LICENSE 
	2.1. License to Use. Subject to these terms and conditions and those set 
	forth on the Statement of Work, any applicable written amendments hereto, 
	and Licensees obligation to pay the License Fees and/or Maintenance 
	Fees, AVATAR grants to Licensee for the Term a nonexclusive and 
	nontransferable license to install and use, solely for Licensees 
	internal, in-house purposes, SimplifyXR on the designated system. 
	License does not include the right to use SimplifyXR, or the software 
	applications developed in SImplifyXR, to be used by separate divisions 
	or third parties, or the right to permit any third parties or separate 
	divisions access to SimplifyXR or the software applications developed in 
	SimplifyXR, even if the division or third parties are affiliated with 
	Licensee, unless Licensee purchases additional software licenses from 
	AVATAR in a Statement of Work that permits such usage.  
	2.2. Copies. Licensee shall have the right to use only one (1) copy or 
	image of SimplifyXR for production purposes per production instance 
	licensed on the Designated Equipment and shall not copy or use 
	SimplifyXR for any other purpose except for archival purposes. Licensee 
	may designate another computer as the Designated Equipment by providing 
	written notice to AVATAR. Licensee may increase the number of licensed 
	users and/or add products to the system configuration by executing a 
	subsequent Statement of Work and paying the applicable fees. Upon 
	signing the subsequent Statement of Work and paying in full the 
	applicable fees, Licensee shall receive a new authorization key 
	increasing the number of authorized users and/or updating the system 
	configuration as set forth in the subsequent Statement of Work. 
	2.3. Restrictions on Use. Licensee acknowledges that SimplifyXR and 
	SimplifyXRs code sequence, structure, and organization and source 
	code constitute valuable trade secrets of AVATAR and its suppliers. 
	Accordingly, Licensee agrees not to (a) modify, adapt, alter, translate, 
	or create derivative works from SimplifyXR; (b) merge SimplifyXR with 
	other software; (c) sublicense, lease, rent, loan, or otherwise transfer 
	SimplifyXR to any third party, whether by operation or law or otherwise, 
	(d) reverse engineer, decompile, disassemble, or otherwise attempt to 
	derive the source code for SimplifyXR; or (e) use SimplifyXR and any 
	developed application in connection with operation of a service bureau 
	or for the benefit of any third party, or (f) otherwise use or copy 
	SimplifyXR except as expressly allowed under Section 3(1) and 3(2) 
	above. 
3. MAINTENANCE SERVICES 
	3.1. Licensee receives the following services as part of Maintenance 
	Services 
	3.1.1. In-version product updates including bug fixes, updates to 
	support hardware, vision science and other third party products; 
	3.1.2. 24 hour online help desk;  
	3.1.3. basic training; 
	3.1.4. installation and configuration support; 
	3.1.5. email and phone support during regular business hours. 
	3.1.6. Exclusions: Maintenance Services does not include technical 
	support for applications developed by Licensee in SimplifyXR or other 
	services as defined in Section 6, Implementation Services 
4. OWNERSHIP 
	4.1. SimplifyXR, and all worldwide Intellectual Property Rights therein, 
	are the exclusive property of AVATAR and AVATARs suppliers. All right, 
	title, and interest in and to SimplifyXR not expressly granted to Licensee 
	in this Agreement are reserved by AVATAR and its suppliers. Nothing in 
	this Agreement will be deemed to grant, by implication, estoppel or 
	otherwise, a license under any of AVATARs existing or future trade 
	secrets or patents; AVATAR agrees that it will not assert any of its 
	rights under such patents against Licensee based upon the exercise by 
	Licensee of the license granted in 6(7).  Licensee will not remove, 
	alter, or obscure any proprietary notices (including copyright notices) 
	of AVATAR or its suppliers on SimplifyXR or the Documentation. 
5. IMPLEMENTATION SERVICES 
	5.1. At the request of the Licensee, the Licensee may separately contract 
	AVATAR for Implementation Services. This includes advanced troubleshooting, 
	support developing a specific application, and advanced training/mentoring 
	support.  
6. LICENSE FEES, MAINTENANCE FEES AND PAYMENT 
	6.1. Licensee agrees to pay AVATAR all amounts due hereunder as hereinafter 
	set forth.  6.2. Current License Fee. Upon entering into this Agreement 
	with AVATAR, the License and Maintenance fees are due and payable by 
	Licensee. License and Maintenance Fees are required to be paid in order 
	to use SimplifyXR. 
	6.3. Renewal License Fee. Subject to Licensees option to continue the 
	use of SimplifyXR, the Renewal License and Renewal Maintenance Fee shall 
	be due and payable by Licensee to AVATAR on each applicable renewal date 
	of this Agreement. 
	6.4. The Renewal License Fee is the current annual list price of SimplifyXR 
	for each twelve (12-month period).  
	6.5. The Renewal Maintenance Fee is twenty percent (20%) of the current 
	annual list price of SimplifyXR  
	6.6. Fees shall be invoiced and due thirty (30) days prior to the 
	renewal date.  
	6.7. Unless explicitly set forth herein, all License Fees and 
	Maintenance Fees are non-cancelable and non-refundable. Payments are 
	due upon remittance of the invoice. Client agrees to pay interest on 
	invoices past due of 2.8% per month. 
7. TERMINATION 
	7.1. AVATAR may terminate this Agreement, effective immediately upon 
	written notice to Licensee, if: 
		7.1.1. Licensee breaches any provision in Section 3;  
		7.1.2. Licensee fails to pay any portion of the renewal license 
		maintenance when due;  
		7.1.3. Licensee is the subject of a voluntary or involuntary filing 
		of a bankruptcy petition or similar proceeding under state law; or  
		7.1.4. Licensee becomes insolvent or makes any assignment for the 
		benefit of creditors. In addition, the non-breaching party may 
		terminate this Agreement upon written notice if the other party 
		materially breaches any other provision of this Agreement and does 
		not cure the breach within thirty (30) days after receiving 
		written notice thereof from the non-breaching party. 
	7.2. Effects of Termination. Upon termination or expiration of this 
	Agreement for any reason
		7.2.1. Amounts owed to AVATAR under this Agreement before such 
		termination or expiration will be immediately due and payable 
		7.2.2. All licensed rights granted in this Agreement will 
		immediately cease to exist; 
		7.2.3. AVATARs obligation to provide Maintenance shall immediately 
		cease; and 
		7.2.4. Licensee must promptly discontinue all use of SimplifyXR and 
		the software applications developed with the product, erase all 
		copies of SimplifyXR and resultant software applications from 
		Licensees computers, and return to AVATAR or destroy all copies 
		of SimplifyXR, resultant software applications and documentation 
		in Licensees possession or control and certify in writing to 
		AVATAR that it has fully complied with these requirements. 
		Sections 2(3), 4, 8, 9, 10, and 11 will survive expiration or 
		earlier termination of this Agreement for any reason. 
8. INDEMNIFICATION 
	8.1. AVATAR will indemnify and hold harmless Licensee against claims 
	that SimplifyXR infringes a valid copyright, U.S. patent, or trade secret. 
	If AVATAR determines that SimplifyXR is likely to or if SimplifyXR is 
	determined in a final, nonappealable judgement by a court of competent 
	jurisdiction to infringe a U.S. copyright, patent, or trade secret, AVATAR 
	will have the option, at AVATARs sole discretion, to elect one or more of the 
	following: (a) replace such Licensed Software; (b) modify such Licensed 
	Software to make it non-infringing; or (c) remove such Licensed Software 
	and refund all license fees paid to AVATAR by Licensee for the license to 
	such Licensed Software after deduction of an appropriate charge for 
	depreciation over a five (5) year period based on Licensees usage prior 
	to such removal. In no event shall Licensee settle any such claim without 
	AVATARs express prior written approval. The right of indemnification set 
	forth in this section only applies if: (i) Licensee provides AVATAR 
	notice of such claim or cause of action upon which Licensee intends to 
	base a claim of indemnification hereunder within thirty (30) days of the 
	claim or cause of action; (ii) AVATAR is given sole control of the defense 
	and all related settlement negotiations relating to such claim or action; 
	(iii) Licensee provides reasonable assistance and cooperation to enable 
	AVATAR to defend the action or claim hereunder; and (iv) the claim or 
	cause of action is not based on either (A) changes or modifications to 
	SimplifyXR made by Licensee or based upon the written specifications of 
	Licensee, or (B) the combination of SimplifyXR with third-party hardware 
	or software. This section states AVATARs entire liability and Licensees 
	exclusive remedy for any claim of infringement. 
9. LIMITATION OF LIABILITY 
	9.1. In no event shall avatar be liable for any consequential, indirect, 
	exemplary, special or incidental damages, including any lost data and 
	lost budget, arising from or relating to this agreement. Avatars total 
	cumulative liability in connection with this agreement and SimplifyXR, 
	whether in contract or tort or otherwise, shall not exceed the amount of 
	license fees paid to avatar and any amounts due but unpaid hereunder. 
	Licensee acknowledges that the license fees reflect the allocation of 
	risk set forth in this agreement and that avatar would not enter into 
	this agreement without these limitations on its liability the foregoing 
	exclusion/limitation of liability shall not apply  
		9.1.1. To personal injury or death caused by avatars negligence;  
		9.1.2. for fraud;  
		9.1.3. for express remedies under the contract; Or 
		9.1.4. for any other matter for which liability cannot be excluded by law. 
10. CONFIDENTIALITY 
	10.1. Licensee shall use reasonable efforts, which shall be no less 
	stringent than those efforts that Licensee uses to protect its own 
	software or other similar proprietary property or information, to prevent 
	SimplifyXR or documentation from being used by any employee, agent, 
	consultant or other person in any manner that would violate this Agreement. 
	Licensee further agrees to use reasonable efforts to assist AVATAR in 
	identifying and preventing any use or disclosure of the Executable Code 
	or source code of SimplifyXR or Documentation or any of the ideas, 
	algorithms, source code, or trade secrets contained therein. Without 
	limiting the foregoing obligation, Licensee shall advise AVATAR 
	immediately in the event that Licensee learns or has reason to believe 
	that any person who has had access to SimplifyXR or any portion thereof, 
	as a result of this Agreement, has violated or intends to violate the 
	terms of this Agreement. AVATAR recognizes that Federal agencies are 
	subject to the Freedom of Information Act, 5 U.S.C. 552, and that 
	information that does not fall under certain exceptions must be 
	released when requested despite being characterized as "confidential" 
	by vendor.  Additionally, AVATAR recognizes that courts of competent 
	jurisdiction may require certain information to be released. 
11. GENERAL 
	11.1. Compliance with Laws; Export Controls: Licensee will comply with 
	all applicable export and import control laws and regulations in its 
	use of SimplifyXR and, in particular Licensee will not export or export 
	SimplifyXR without all required United States and foreign government 
	licenses. Licensee will defend, indemnify and hold harmless AVATAR from 
	and against any violation of such laws or regulations by Licensee or 
	any of its agents, officers, directors, or employees. 
	11.2. Assignments. Licensee may not assign or transfer, by operation 
	of law or otherwise, any of its rights under this agreement to any 
	third party without AVATARs prior written consent. Any attempted 
	assignment or transfer in violation of the forgoing will be void. 
	11.3. Notice. All notices under this Agreement must be delivered in 
	writing by fax, by email, by commercially recognized delivery service 
	or by certified mail to the other party at their respected addresses, 
	and will be effective upon the earlier of receipt or when delivery is 
	refused. The notice address for AVATAR Partners is 7491 Talbert Avenue, 
	Huntington Beach CA, 92648 Attn: License Management Office. 
	11.4. Governing Law and Venue. This Agreement will be governed by the 
	laws of the State of California. Such laws apply to contracts between 
	California residents performed entirely within California. Any action 
	or proceeding arising from or relating to this Agreement must be brought 
	exclusively to the Orange County Superior Court in Orange County, 
	California and each party irrevocably submits to the jurisdiction and 
	venue of any such court in any such action or proceeding. 
	11.5. Remedies. Except as provided in Sections herein above, the 
	parties rights and remedies under this Agreement are cumulative. 
	Licensee acknowledges that SimplifyXR contains valuable trade secrets 
	and proprietary information of AVATAR, that any actual or threatened 
	breach of Section 3(c) will constitute immediate, irreparable harm to 
	AVATAR for which monetary damages would be an inadequate remedy, and 
	that injunctive relief is an appropriate remedy for such breach. If 
	any legal action is brought to enforce this Agreement, the prevailing 
	party will be entitled to receive its attorneys fees, court costs and 
	other collection expenses, in addition to any other relief it may receive. 
	11.6. Force Majeure. If AVATAR is unable to perform any of its 
	obligations hereunder, or Licensee is unable to enjoy a benefit hereunder 
	(including without limitation loss of or failure to provide any 
	product(s) and/or service(s)), due to any event beyond the reasonable 
	control of AVATAR, including without limitation weather and all other 
	Acts of God, war, terrorism, fire, heat, cold, explosion, flood, power 
	or telephone failures, acts or omissions of any government or agency 
	thereof, compliance with requirements, orders, or regulations, labor 
	difficulty, supplier failure or delay, civil disorder, or breakdown or 
	malfunction of machinery or other equipment, then AVATAR's performance 
	shall be excused for the pendency of such event, but AVATAR shall use 
	its best efforts to limit the duration of any such delay. 
	11.7. Waivers. All waivers must be in writing. Any waiver or failure 
	to enforce any provision of this Agreement on one occasion will not be 
	deemed a waiver of any other provision or of such provision on any other 
	occasion. 
	11.8. Severability. If any provision of this Agreement is unenforceable, 
	such provision will be changed and interpreted to accomplish the 
	objectives of such provision to the greatest extent possible under 
	applicable law and the remaining provisions will continue in full force 
	and effect. 
	11.9. Entire Agreement. Each party acknowledges that it has read this 
	Agreement, understands the terms contained herein, and agrees to be bound by the terms. 
 
The parties further agree that the terms contained herein are the complete 
and exclusive statement of the agreement between the parties which supersedes 
all prior proposals, understandings, and all other agreements, oral and 
written, between the parties relating to the subject matter of this 
Agreement, including without limitation the terms of any Licensee request 
for proposal or AVATARs response thereto. Licensee expressly agrees and 
acknowledges that in determining to enter into this Agreement that Licensee 
did not rely on any representation or warranty by anyone other than those 
expressly set forth in this Agreement. This Agreement may not be modified or 
altered except by written instrument duly executed by both parties. No 
claim or action, regardless of form, arising out of this Agreement, other 
than a claim or action relating to a breach of Section 13, may be brought
by either party more than two (2) years after the cause of action has arisen.