Company Name:

_________________________________ (herein "Licensee")

Attn:

________________________________________________

Address:

________________________________________________

Street Address:

________________________________________________

City, State, Postal Code, Country

________________________________________________

Phone No.: _______________________

Fax No.: __________________________

LEADTOOLS Registration/Serial No:

________________________________

Title or Description of Licensee's Application:

___________________________________

(herein "Application Software")

(Please fill in blank)

1.

Licensee has heretofore obtained a development license to use the Software in connection with the development of the Application Software in accordance with the terms of the LEADTOOLS Software License Agreement, a copy of which is included in the Software packaging and online help file, and the terms of which are hereby incorporated herein by this reference (herein the "License Agreement").

2.

Licensee now wishes to obtain a license whereby it may internally deploy or commercially distribute the Application Software to end users and LEAD is willing to grant the licenses described herein provided Licensee complies with the terms and conditions of this Agreement.

1.

Effectiveness of License Agreement; Grant of Duplication and Distribution License.

(a)

License Agreement. Licensee acknowledges that its use of the Software is governed by the terms, conditions, limitations and restrictions contained in the License Agreement and hereby agrees to faithfully abide by such terms and conditions and will not take any action with respect to the Software prohibited by the License Agreement. This Agreement is supplementary to the License Agreement, and this Agreement and the License Agreement together will govern Licensees use of the Software and Application Software. Unless otherwise modified by the terms of this Agreement, all of the terms and conditions of the License Agreement remain in full force and effect. In the event of an inconsistency between this Agreement and the License Agreement, this Agreement will control.

(b)

Duplication and Distribution License. Under LEAD's copyright, and subject to all the terms and conditions set forth in this Agreement and the License Agreement, including without limitation, the payment of the runtime licensing fees described in paragraph 2 hereof, LEAD hereby grants Licensee (and only Licensee) a non-exclusive, non-transferable, worldwide license to reproduce exact copies of the Redistributables (as such term is defined in the License Agreement) and include such files in the Application Software, and to deploy the Application Software on Licensees owned and controlled computers and networks for use by Licensees employees, contractors and affiliates and/or to commercially distribute the Application Software, directly or through customary distribution channels, to end users for their use without further distribution.

2.

Runtime License and Server License Fees. Licensee must purchase a runtime license or server license for each Deployment of Application Software. For purposes hereof, a “Deployment of Application Software” will include Stand Alone Deployments, Stand Alone Deployments with CD Burn License, Concurrent Deployments, Server Licenses and Duplication Licenses.  A “Stand Alone Deployment” includes any and all copies of the Application Software installed, used, distributed, leased, or sold by Licensee and any of its customers, employees, distributors, resellers, affiliates or other channel partners. A Stand Alone Deployment with CD Burn License is a Stand Alone Deployment where the user of the Application Software is permitted to “burn” Dicom files onto a CD and to distribute a read only Dicom viewer developed with the Software with each burned CD provided the viewer will only be able to view Dicom files that are on the burned CD. If the Application Software is installed on a server or network by Licensee or its customers, the number of Stand Alone Deployments that must be reported and the number of runtime licenses that must be purchased hereunder will be the number of computers that are permitted access to the Application Software via the network or server. Notwithstanding the foregoing, if the Application Software is installed on a server or network and only a specified number of the computers connected to the server or network can access the Application Software at the same time, the applicable number of computers that are permitted simultaneous access to the Application Software will be a "Concurrent Deployment" for purposes hereof. (For example, if the Application Software is installed on a network with 1000 computers connected, but only 10 computers may access the Application Software at the same time, licensing for 10 Concurrent Deployments and no Stand Alone Deployments will be required for purposes hereof. Additionally, Licensee has the option of purchasing a "Web Server License" in accordance with section 2(d) below for certain types of server installations of the Application Software and a Duplication License in accordance with section 2(e) below for certain types of CD duplication installations of the Application Software.

(a)

One Deployment License Included with Development License. One Deployment of Application Software is included with Licenses development license acquired by Licensee upon initial purchase of the Software development seat.

(b)

Per Copy Runtime Licensing for Runtime Licenses that are Not Prepaid. Except as otherwise provided in paragraph 2(a), (c) and (d) hereof, Licensee will pay a runtime license fee of One Hundred Dollars ($100.00) for each Stand Alone Deployment of Application Software, One Hundred Ten Dollars ($110.00) for each Stand Alone Deployment of Application Software with CD Burn License and Two Hundred Dollars ($200.00) for each Concurrent Deployment to be reported and paid pursuant to paragraph 3 hereof.

(c)

Prepaid Runtime Licensing. In lieu of paying the per copy rates set forth in paragraph 2(b) above, Licensee may pay in advance for its projected runtime licensing needs in the quantities and for the prices set forth below:

(i)

Stand Alone Deployments. The following prepaid runtime license prices apply to Stand Alone Deployments as defined above:

Quantity Prepaid

Price Per Copy

Minimum Prepayment

50+

$60.00

$3,000.00

100+

50.00

5,000.00

250+

40.00

10,000.00

500+

30.00

15,000.00

1,000+

20.00

20,000.00

2,500+

15.00

37,500.00

5,000+

10.00

50,000.00

10,000+

7.50

75,000.00

(ii)

Stand Alone Deployments with CD Burn License. The following prepaid runtime license prices apply to Stand Alone Deployments as defined above:

Quantity Prepaid

Price Per Copy

Minimum Prepayment

50+

$70.00

$3,500.00

100+

60.00

6,000.00

250+

50.00

12,500.00

500+

35.00

17,500.00

1,000+

25.00

25,000.00

2,500+

20.00

50,000.00

5,000+

15.00

75,000.00

10,000+

10.00

100,000.00

(iii)

Concurrent Deployments. The following prepaid runtime license prices apply to Concurrent Deployments as defined above:

Quantity Prepaid

Price Per Copy

Minimum Prepayment

50+

$120.00

$6,000.00

100+

100.00

10,000.00

250+

80.00

20,000.00

500+

60.00

30,000.00

1,000+

40.00

40,000.00

2,500+

30.00

75,000.00

5,000+

20.00

100,000.00

10,000+

15.00

150,000.00

In order to receive the runtime pricing contained in this paragraph 2(c), Licensee must prepay for its runtime licenses in accordance with the above schedule prior to Deployment of the Application Software. To select a prepaid Deployment option, Licensee shall send LEAD a purchase order covering the desired number of copies of the Application Software before making the Deployments covered by the purchase order, and LEAD will generate an invoice covering the prepaid copies. During the term hereof, Licensee may, from time to time, issue multiple purchase orders for multiple quantity orders. For example, if Licensee desires to use or distribute two hundred fifty (250) Stand Alone Deployments of the Application Software, and would like to take advantage of the Eighty Dollar ($40.00) per copy rate, Licensee must prepay for its runtime licenses at the rate of Forty Dollars ($40.00) per copy ($10,000.00 prepayment), whereupon Licensee will have the right to use or distribute up to two hundred fifty (250) Stand Alone Deployments of the Application Software. Thereafter, from time to time, if Licensee desires to use or distribute additional copy(s) of Application Software and pay a rate of less than the prices set forth in subparagraph 2(b) above for such additional copies, Licensee will be required, prior to shipment or use of any such additional copy(s) of Application Software, to prepay for such copy(s) by selecting any of the above prepayment options and making the applicable prepayment to LEAD, whereupon LEAD will issue a License Certificate for the applicable number of prepaid runtime licenses. For quantity purposes, each purchase order will be viewed separately. For example, if Licensee prepays for two hundred fifty (250) Stand Alone Deployments and subsequently places another order for two hundred fifty (250) additional Stand Alone Deployments, the required prepayment due for the second two hundred fifty (250) Deployments is Ten Thousand Dollars ($10,000.00). Any Deployment of Application Software for which runtime licensing has not been prepaid prior to distribution or use pursuant to the procedure described above will carry a runtime licensing obligation of One Hundred Dollars ($100.00) for a Stand Alone Deployment, One Hundred Ten Dollars ($110.00) for a Stand Alone Deployment with CD Burn License and Two Hundred Dollars ($200.00) for a Concurrent Deployment to be reported and paid quarterly in accordance with paragraph 3 below.

(d)

Web Server Licenses. If Licensee installs the Application Software on a Web Server, Licensee has the option of purchasing a Web Server License. If the Application Software will reside solely at the server level (no Software is distributed to client machines), Licensee will have the option of purchasing Web Server License for each web server the Application Software is installed upon, and by purchasing a Web Server License, no additional runtime licensing will be required for the computers that are connected to the server accessing the Application Software. Purchasing a Web Server License is never a requirement. Licensee has the option of selecting licensing based on sections 2(b) and (c) above. For example, if Licensee installs the Application Software on a web server and only five (5) computers are connected to the web server, Licensee may purchase five (5) runtime licenses and will not be required to purchase a Web Server License. On the other hand, if the Application Software is installed on a server that is connected to one thousand (1000) computers and Licensee purchases a Web Server License, Licensee will not be required to purchase runtime licenses for the computers that are connected to the server. Web Server Licenses may be purchased at the prices set forth below.

Quantity of Server Licenses

Price Per Server

1

$1,000.00

2

950.00

3

900.00

4

825.00

5

750.00

To purchase a Web Server License(s), Licensee shall send a purchase order to LEAD for the requisite number of web servers and LEAD will send Licensee an invoice and upon payment, a Web Server License Certificate will be issued for the applicable number of Web Server Licenses.

(e)

Duplication Licenses. If the Application Software includes a DICOM file creation module for inclusion on workstations with CD duplication capability ("Duplication Station"), Licensee may purchase a nonexclusive license (Duplication License") for duplication and distribution of a DICOM read only viewer component developed with the Software ("Dicom Reader"). The Duplication License permits the Application Software to be installed on one workstation per license purchased and Licensee may copy and redistribute the Dicom Reader on CDs containing DICOM images created using the Application Software. The Dicom Reader may only be run from the CD and may not be installed by the recipient or copied and re-distributed by the recipient. In addition, the Dicom Reader may only be used to display the Dicom files that are contained on the CD. Duplication Licenses may be purchased at the following prices:

Quantity of Duplication Station Licenses

Price Per License

1

$1,000.00

5

900.00

10

800.00

25

700.00

50

600.00

A Duplication License may be purchased in connection with other license options described above. For example, the Application Software may be comprised of several modules making up an imaging solution that includes a Duplication Station. In such a case, Licensee might purchase Stand Alone or Concurrent runtime licenses for some modules of its system and a Duplication License(s) for the Duplication Station component. To purchase a Duplication License(s), Licensee shall send a purchase order to LEAD for the requisite number of Duplication Stations and LEAD will send Licensee an invoice and upon payment, a Duplication License Certificate will be issued for the applicable number of licensed Duplication Stations.

3.

Reporting and Payment. Licensee agrees to maintain full, clear and accurate records as to all Deployments and other license grants pertaining to the Application Software. Licensee will submit to LEAD, within thirty (30) days of the close of each calendar quarter, a report setting forth the number of Deployments of Application Software made during such quarter, and accompanying such report will be a check in the amount of runtime licensing that is due, if any. If no Deployments have been made during said quarter, Licensee will provide a certification so stating. Licensee shall keep adequate records to accurately determine the payments due under this Agreement. LEAD shall have the right, no more than once during any calendar year, to have an independent certified public accountant or other disinterested third party inspect the relevant records of Licensee on thirty (30) business days notice and during regular business hours to verify the reports and payments required to be made hereunder. Should an underpayment in excess of five percent (5%) be discovered, Licensee shall pay the cost of the audit. If Licensee is more than thirty (30) days late with any payment of amount due hereunder, interest will accrue from the date due until paid at the lesser of (i) 1.5% per month or (ii) the maximum rate of interest permitted by law. All amounts due hereunder are based on United States currency.

4.

New Versions; Upgrades. Minor version updates to the Software (e. g. LEADTOOLS version 14.1, 14.2 etc.) are provided to Licensee free of charge via LEAD's web site. Licensee may license major new versions of the Software (e. g. LEADTOOLS version 15, 16 etc.) by purchasing a development license to the new version at LEAD's then prevailing upgrade price. No additional runtime licensing is required for updates and upgrades to the Application Software distributed to users of the Application Software for which runtime licenses have been paid and accounted for hereunder unless a major new version of the Software is included in the upgrade. If a major new version of the Software is included in an upgrade to the Application Software, each user that is upgraded will be considered to be a new Deployment for purposes of runtime license payment and reporting hereunder. Any prepaid runtime licenses that have not been deployed at the time Licensee takes a license to a major new version of the Software will be carried forward and may be applied to Deployments of Application Software made with the major new version of the Software. Licensee will be under no obligation to update previously deployed user or client licenses with the new version of the Application Software that includes the major new version of the Software.

5.

Third Party Software. Portions of the Software may be protected by copyright and other proprietary rights of third party software vendors, who shall be deemed to be intended third party beneficiaries of this Agreement. Licensee may be held directly responsible by third party vendors for acts relating to the Software which are not authorized by this Agreement.

LEAD TECHNOLOGIES, INC.

_______________________________________________

(Print Your Company Name Here)

By:_____________________________(SEAL)

By:_______________________________________ (SEAL)

(Authorized Signature)

Title:________________________ ___

Title:______________________________________

Date:______________________

Date:_____________________