LICENSE AGREEMENT

                          PIXIES



This is a license agreement (the "Agreement") between Apteryx
("Apteryx"), the author and owner of Pixies (the "Software"), and any
person who accepts the terms of the Agreement (the "Licensee").


PURPOSE

Apteryx grants the Licensee a license to use the Software only upon
the condition that the Licensee accepts all the terms contained in the
Agreement and pays the license fees corresponding to the Edition
chosen by the Licensee.


IMPORTANT

Any download, use or copy of the Software, of one of its component or
of its documentation ("Documentation") requires the Licensee's
acceptance to become bound by the terms of this Agreement.

By downloading or copying the Software, the Licensee confirms his
acceptance to become bound by the terms of this Agreement.

The Software is an image processing software, especially dedicated to
medical imaging.

In no event shall the Software be considered as a mean to give a
medical diagnosis. Such diagnosis remains under the sole control and
responsibility of the Licensee.

The Licensee undertakes to obtain all the necessary authorisations to
operate the Software within the scope of his activity.

Any use of the Software, except as permitted by the Agreement is an
infringement of intellectual property rights. As a consequence, the
Licensee may be liable to Apteryx and may be subject to civil
penalties and/or criminal sanctions.


INTELLECTUAL PROPERTY

The Software is an original work of authorship which is protected as
such by national and international laws. Apteryx is and remain the
sole owner of the property, title and intellectual property rights of
the Software and the Documentation.

Also, any trademarks, commercial names and logos described in the
Agreement, on and in the Software and the Documentation are the
property of their respective owners.

The Licensee is not authorised to use the trademarks, commercial names
or logos of Apteryx except to demonstrate its applications to the
extent that the Licensee expressly states that such applications have
been developed with the Software.

The Licensee undertakes to keep intact all the proprietary notices
which appear on or in the Software, the Documentation or in any full
or partial copy of the Software.


SCOPE OF LICENCE

Apteryx grants the Licensee a non exclusive and non transferable
license, which confers to the Licensee, according to the Edition
chosen by the Licensee, the following rights :


Micro Edition

The Licensee may, on one computer and for one end user at the same time : 

- install the Software ; and

- use the Software.


Standard Edition

The Licensee may on his computer system and for the number of end
users for which the Licensee has paid the license fees :

- install the Software ; 

- use the Software and the Documentation ; 

- display the Software ; and

- copy the Software for backup and archival purposes only. 


Developer Edition

The Licensee may on his computer system and for the number of end
users for which the Licensee has paid the license fees :

- install the Software ; 

- use the Software and the Documentation ; 

- display the Software ; and

- copy the Software for backup and archival purposes only ;

- add functions to the Software by integrating modules developed by
the Licensee. These modules remain the property of the Licensee.

This article must be strictly interpreted. Except in case of prior
written consent of Apteryx, any other use or operation of the
Software, whichever the media may be, and by any other means, is
expressly prohibited.

In particular, whatever the Edition chosen by the Licensee may be, the
Licensee expressly undertakes, without the prior written consent of
Apteryx, not to:

- modify, translate or adapt the Software or the Documentation; 

- reverse engineer, decompile, disassemble the Software, except otherwise
mentioned in the law in force; 

- use any equipment, device, software or other means designated to
circumvent or remove any form of version or copy protection of the
Software; 

- use or export the Software or the Documentation in violation of the
applicable export control laws.

Furthermore, the Licensee of the Micro Edition undertakes to
systematically mention the name of the Software and of Apteryx in any
communication or publication (oral or written) which presents the
works performed fully or in part with the Software.


DURATION

The license is granted to the Licensee by Apteryx for five (5) years
after the acceptance of its terms by the Licensee.


PRICE 

The price corresponding to the Edition chosen by the Licensee is set
forth in the special conditions of this Agreement.


WARRANTY

Apteryx's obligations as well as any offer or proposal which Apteryx
may formulate are considered as obligation of means (obligations de
moyens).

Apteryx makes no other warranties, express or implied. In particular,
Apteryx disclaims any warranty of merchantability or fitness for a
particular purpose. Apteryx does not warrant that the operation of the
Software will be error-free or bug-free.

The Agreement does not exclude the warranties which, by law, can not
be excluded and any liability which may occur will be limited to the
correction or replacement of the Software, at Apteryx choice.


INSURANCE

The Licensee represents that it has taken out the relevant insurance
policies in respect of its activity and the use of the Software.


LIABILITY

The Licensee is solely liable for the choice of the Software, its
adequacy to the Licensee's needs, its use as well as the results which
may be produced by such use. Apteryx, or any other person involved in
the creation of the Software will by no means by liable for any
damages to the Licensee or third parties, including in the event of
unavailability of the Software, interruption or dysfunction of the
Software, false interpretation of the results provided by the
Software.

In no event will Apteryx be liable for any loss or damages of any
kind, including loss of data, lost profits, damages to the computer
system or other special, consequential or incidental damages arising
out of the use or inability to use the Software or the Documentation
however caused.

Furthermore, Apteryx shall not be liable either for any delay, failure
or non-performance of the License, or for any consequences of events
which may be characterised as force majeure.

The Licensee undertakes to defend and/or settle, at its own expense,
any claim or action against Apteryx based upon a claim by a third
party that the Licensee's medical diagnosis is false or erroneous. The
Licensee undertakes to hold Apteryx harmless from and against any and
all damages incurred as a result of any such claim or action.

In any event, Apteryx's liability will be limited to 10.000 French
Francs.


TERMINATION

The Licensee may terminate the Agreement at any time by sending a
formal notice to Apteryx.

A breach of any of the Licensee's obligations under the Agreement will
result in automatic termination of the agreement, as of right and
without judicial formalities, eight (8) days following the sending of
a formal notice by Apteryx to the Licensee.


CONSEQUENCES OF TERMINATION

In case of termination of the Agreement, the Licensee must cease to use
the Software and destroy or return the Software to Apteryx as well as
the Documentation and any other partial of full copy of the Software
which the Licensee may hold. 

The Licensee shall certify by means of a formal notice sent to Apteryx
that the provisions of the present article have been respected within
thirty (30) days as from the termination of the Agreement.

The termination of the Agreement has no effect on the rights of
Apteryx to take legal actions against the Licensee.


CONCLUSIVE FORCE

It is expressly agreed between the Parties that, except for an obvious
error, the data in Apteryx's computer system shall have conclusive
force in the relations between the Parties.


MISCELLANEOUS PROVISIONS

Any amendment to this Agreement must be performed in writing and be
signed by a legal representation of Apteryx.

If any of the provisions of the Agreement becomes invalid as a result
of a law, a governmental regulation or a final court decision, it will
be considered void and the rest of the Agreement will remain fully
effective.

This Agreement is the entire agreement between Apteryx and the
Licensee and supersedes any other previous communication (written or
oral) or advertising, with respect to the Software or the
Documentation.

The Agreement is governed and construed in accordance of the laws of
France. Any dispute relating to the validity, interpretation,
execution or termination of the Agreement shall be settled by the
competent French courts.

In case of contradiction between the French version and the English
version of the Agreement, the French version shall prevail.