SOFTWARE LICENCE AGREEMENT

This is a legal agreement between you, the end user, and Assort Pty Ltd (ABN 40 006 888 697)("Assort").

1. GRANT OF LICENCE - This Licence Agreement ("Licence") permits you to use one copy of the Assort Software product acquired with this Licence ("Software") on any single computer owned by you, provided the Software is in use on only one computer at any time. For the purposes of this Agreement Software is "in use" on a computer when it is loaded into the temporary memory (i.e. RAM) or installed into the permanent memory (e.g. hard disk, CD ROM, or other storage device) of that computer, except that a copy installed on a network server for the sole purpose of distribution to other computers is not "in use".

You must not do or permit any act in relation to the Software which is not expressly authorised by this Licence.

Notwithstanding any other provision of this Licence Agreement, your license rights do not extend to use of the software or data generated from the software to influence the establishment of technical standards for ophthalmic surgery or laser technology. You shall make no submission of data generated using the software to (a) any agency of any national, provincial, state, local, or other government, or (b) any public or private organisation that is responsible for or participates in the establishment of standards for ophthalmic surgery of laser technology, without Assort's prior written consent in each instance. Your breach of this Section 1 shall be a material breach of this Licence Agreement and grounds for termination.

2. COPYRIGHT - The Software is owned by Assort and is protected by copyright and you must not copy the Software provided that you may either (a) make one copy of the Software solely for backup or archival purposes, or (b) transfer the Software to a single hard disk provided you keep the original solely for backup or archival purposes. Further you may not copy any Software related material contained in the Licence or other written materials accompanying the Software. You must not, under any circumstances, transfer or otherwise deal with any circumvention device (which includes any activation key) issued by Assort.

3. NO FURTHER RIGHTS - You may not rent or lease the Software. Further you may not sell or transfer any rights under this Licence Agreement without the written permission of Assort. You may not reverse engineer, decompile or disassemble the Software, or use the Software outside the Grant of Licence.

4. WARNING - by using the Software you accept that there are important limitations to the Software's ability to assist in the determination of optimum surgical parameters. The Software cannot detect faulty input data and cannot take into account all of the factors that an ophthalmologist should consider before deciding on appropriate surgical parameters for a particular patient. You accept that Assort cannot guarantee that the Software will assist in the determination of the appropriate surgical parameters for each and every patient. The results of the Software should never be relied upon in place of the professional judgement of an ophthalmologist. You acknowledge and warrant that you have not relied on any representation made by Assort which is not expressly stated in this Licence, or on any descriptions, illustrations or specifications contained in any document including publicity material produced by Assort.

5. LIMITED WARRANTY - Assort warrants that the Software will perform substantially in accordance with the accompanying Software related material issued by Assort for a period of 365 days from the date of receipt; and any implied warranties on the Software are limited to such 365 day period.

6. CUSTOMER REMEDIES - Subject to clause 9, entire liability and your exclusive remedy shall be, at Assort's option, either (a) return of the purchase price or (b) repair or replacement of that Software that does not meet the abovementioned Limited Warranty and which is returned to Assort with a copy of your receipt. Such Limited Warranty shall not apply if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original 365 day warranty period or 30 days, whichever is longer.

7. NO OTHER WARRANTIES - Subject to clause 9, all conditions and warranties, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose and non-infringement, with respect to the Software and any related material, are excluded. Without limiting the foregoing, you agree that you accept the Software on an "as is" basis, that the Software has inherent limitations, and that use of the Software is only permissible if you have been issued an activation key by Assort.

8. NO LIABILITY FOR CONSEQUENTIAL DAMAGES - Subject to clauses 6 and 9, in no event shall Assort or any related company or any person on its behalf be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this Software, even if Assort has been advised of the possibility of such damages. This exclusion applies to all causes of action, including breach of contract and negligence.

9. OVERRIDING LAWS - Where this Licence, or any exclusions, restrictions or limitations in this Licence would, but for this clause, be unenforceable or contrary to law due to any applicable legal requirements, then to that extent, this Licence, or, as the case may be, those exclusions, restrictions or limitations shall be deemed to be qualified to save the operation of those applicable legal requirements.

10. INDEMNITY - Prior to use of the Software in respect of any patient, you will obtain from the patient a written acknowledgement of the limitations of the Software and related materials. You agree to indemnify, hold harmless and defend Assort, and Assort's respective office, employees and agents ("indemnified") from and against any loss (including legal costs and expenses) or liability incurred or suffered by those indemnified, arising from any suit, action or proceeding against any of those indemnified where such loss or liability arises in connection with any actual or alleged death, injury or damage which occurs to any person or property as a result (directly or indirectly) of the use of the Software by you, your employees, subcontractors or agents, or which is caused by, or contributed to by, your negligence, material representation, wilful misconduct or fraud.

11. ENTIRE AGREEMENT - This Licence sets forth the entire agreement and understanding of the parties relating to the subject matter hereto and supersedes all prior agreements, discussions and understanding between them, whether written, oral or otherwise relating to the subject matter of this Licence.

12. GOVERNING LAW - This Licence is governed by, and shall be construed in accordance with the laws of the state of Victoria, Australia and you agree that the Courts of Victoria, Australia have jurisdiction to entertain any action in respect of, or arising out of, this Licence and you agree to submit to the exclusive jurisdiction of those courts.

13. DATA PROTECTION - You agree that Assort may use and disclose any information you provide to Assort, or to anyone on Assort's behalf, prior to, or in connection with, a Licence for all purposes connected with the monitoring and enforcement of the Licence, and also for the purposes of marketing Assort products and services to you.

14. TAXES - You agree to pay, and indemnify Assort against, all taxes, duties, levies and charges which are payable on, or in respect of this Licence (other than Assort's income taxes).