SPIDER SOFTWARE
LICENSE AGREEMENT
FOR RESEARCH AND ACADEMIC USERS

This agreement is made by and between Health Research, Inc. at One University Place, Rensselaer, NY 12144-3456, hereinafter referred to as "LICENSOR," and

INSTITUTION: ______________________________________________________

______________________________________________________

______________________________________________________

at

DEPARTMENT:______________________________________________________

at

BUSINESS ADDRESS:______________________________________________________

______________________________________________________

______________________________________________________

hereinafter referred to as "LICENSEE."

WHEREAS, LICENSOR has developed a proprietary computer program entitled, "SPIDER LICENSED SOFTWARE" (hereinafter referred to as "PROGRAM"); and LICENSEE desires to obtain and LICENSOR desires to grant a license to use the PROGRAM named above.

NOW, THEREFORE, in consideration of the promises and covenants herein contained, the parties agree as follows:

I. LICENSE

LICENSEE shall hereby receive a non-exclusive, nontransferable right to use the PROGRAM furnished by LICENSOR subject to the terms and conditions of this License.

II. LIMITATION OF LICENSE AND RESTRICTIONS

LICENSOR grants license for the expressed use of a USER GROUP affiliated with the LICENSEE institution and defined as follows:

USER GROUP shall be: All members _____________________________________ Research Group, (research project/area)
of approximately ___________________ members. (size of group)

LICENSEE agrees to restrict access and use of PROGRAM to members of the USER GROUP as defined herein.

LICENSEE shall not use, print, copy, translate or display the PROGRAM, in whole or in part, unless expressly authorized in this License.

LICENSEE agrees that it shall use the PROGRAM only for LICENSEE's sole and exclusive use, and shall not disclose, sell, assign, license, or otherwise distribute the PROGRAM to any third party without the prior written consent of LICENSOR. LICENSEE agrees to secure and protect the PROGRAM and any copies in a manner consistent with the Maintenance of LICENSOR's rights in the PROGRAM and to take appropriate action by instruction or agreement with its employees who are permitted access to the PROGRAM in order to satisfy LICENSEE's obligations under this License.

Any modification to the program made by LICENSEE shall be considered part of the PROGRAM.

Except as required under section IV of this LICENSE, LICENSEE shall not use the name or names of Health Research, Inc. the Wadsworth Center, the New York State Department of Health or the State of New York, or any adaptation, abbreviation or derivative of any of them, whether oral or written, without the prior written permission of HRI.

III. CONSIDERATION

LICENSEE agrees to pay LICENSOR a License Fee of one thousand five hundred Dollars ($1,500) for PROGRAM. Payment shall be made by check in U.S. currency, paid in advance to the order of "Health Research, Inc.", One University Place, Rensselaer, NY 12144-3456.

IV. TITLE AND OWNERSHIP

Sole title and ownership rights in the PROGRAM shall remain with LICENSOR. LICENSEE acknowledges LICENSOR'S proprietary rights in the PROGRAM and agrees to reproduce all copyright notices supplied by LICENSOR on all copies of the PROGRAM.

LICENSOR warrants that to the best of its knowledge, PROGRAM does not infringe upon or violate any patent, copyright, trade secret or any other proprietary right of any third party.

V. DISCLAIMER OF WARRANTY THE PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET LICENSEE'S REQUIREMENTS OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR FREE.

LICENSEE fully indemnifies LICENSOR so that LICENSOR shall not be liable for special, indirect, incidental, or consequential damages, even if it has been or is hereafter advised of the possibility of such damages, from LICENSEE's use of, or inability to use the PROGRAM.

VI. MAINTENANCE

It is understood that limited maintenance (hereinafter "Maintenance" ) will be provided as described in subsections VI (a) through (f) herein, during the first year from the effective date of this License at no additional charge. Maintenance service in years subsequent to that may be purchased under the terms of a separate SPIDER Maintenance Renewal Agreement which requires that the LICENSEE pay the LICENSOR the annual SPIDER Maintenance Renewal Fee in effect at the time.

VII. MISCELLANEOUS

This License shall be construed in accordance with the laws of the State of New York.

This license represents the complete and final statements between LICENSOR and LICENSEE and supersedes all prior agreements, proposals, representations and other communications between them with respect to use of the PROGRAM. This License may be modified only with the mutual written approval of an authorized representative of LICENSEE and LICENSOR.

LICENSEE agrees that it will be responsible for any sales, use or excise taxes imposed by any governmental unit in this transaction, except income taxes.

If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement will be valid and enforceable to the maximum extent possible.

The waiver or failure of LICENSOR to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement.

Duplication or resale of the PROGRAM without prior authorization is prohibited.

AGREED TO:

LICENSEE                                                   LICENSOR
__________________________________ ____________________________________
Signature                                                    Signature
__________________________________ MichaelBarth, Executive Director
Name/Title                                                Name/Title
this ______ day of _________, ________ this ______ day of _________, ________
(Day) (Month) (Year)                                                    (Day) (Month) (Year)


RETURN TWO ORIGINAL SIGNED AGREEMENTS WITH FEE PAYABLE TO HEALTH RESEARCH, INC.

SEND TO THE ATTENTION OF:

Dawn Cox
Director, Technology Transfer
Health Research Inc.
One University Place
Rensselaer, NY 12144-3456
(518)431-1200 FAX (518)431-1234
E-mail DEC09@health.state.ny.us

NOTE: Our organization is unable to process a SPIDER ORDER unless we receive:

BODY

SPIDER SOFTWARE
LICENSE AGREEMENT
FOR COMMERCIAL USERS

This agreement is made by and between Health Research, Inc. at One University Place, Rensselaer, NY 12144-3456, hereinafter referred to as "LICENSOR," and

INSTITUTION: ______________________________________________________

______________________________________________________

______________________________________________________

at

DEPARTMENT: ______________________________________________________

at

BUSINESS ADDRESS: ______________________________________________________

______________________________________________________

______________________________________________________

hereinafter referred to as "LICENSEE."

WHEREAS, LICENSOR has developed a proprietary computer program entitled, "SPIDER LICENSED SOFTWARE" (hereinafter referred to as "PROGRAM"); and LICENSEE desires to obtain and LICENSOR desires to grant a license to use the PROGRAM named above.

NOW, THEREFORE, in consideration of the promises and covenants herein contained, the parties agree as follows:

I. LICENSE

LICENSEE shall hereby receive a non-exclusive, nontransferable right to use the PROGRAM furnished by LICENSOR subject to the terms and conditions of this License.

II. LIMITATION OF LICENSE AND RESTRICTIONS

LICENSOR grants license for the expressed use of a USER GROUP affiliated with the LICENSEE institution and defined as follows:

USER GROUP shall be: All members _____________________________________ Research Group, (research project/area)
of approximately ___________________ members. (size of group)

LICENSEE agrees to restrict access and use of PROGRAM to members of the USER GROUP as defined herein.

LICENSEE shall not use, print, copy, translate or display the PROGRAM, in whole or in part, unless expressly authorized in this License.

LICENSEE agrees that it shall use the PROGRAM only for LICENSEE's sole and exclusive use, and shall not disclose, sell, assign, license, or otherwise distribute the PROGRAM to any third party without the prior written consent of LICENSOR. LICENSEE agrees to secure and protect the PROGRAM and any copies in a manner consistent with the Maintenance of LICENSOR's rights in the PROGRAM and to take appropriate action by instruction or agreement with its employees who are permitted access to the PROGRAM in order to satisfy LICENSEE's obligations under this License.

Any modification to the program made by LICENSEE shall be considered part of the PROGRAM.

Except as required under section IV of this LICENSE, LICENSEE shall not use the name or names of Health Research, Inc. the Wadsworth Center, the New York State Department of Health or the State of New York, or any adaptation, abbreviation or derivative of any of them, whether oral or written, without the prior written permission of HRI.

III. CONSIDERATION

LICENSEE agrees to pay LICENSOR a License Fee of Five Thousand Dollars ($5,000) for PROGRAM. Payment shall be made by check in U.S. currency, paid in advance to the order of "Health Research, Inc.", One University Place, Rensselaer, NY 12144-3456.

IV. TITLE AND OWNERSHIP

Sole title and ownership rights in the PROGRAM shall remain with LICENSOR. LICENSEE acknowledges LICENSOR'S proprietary rights in the PROGRAM and agrees to reproduce all copyright notices supplied by LICENSOR on all copies of the PROGRAM.

LICENSOR warrants that to the best of its knowledge, PROGRAM does not infringe upon or violate any patent, copyright, trade secret or any other proprietary right of any third party.

V. DISCLAIMER OF WARRANTY THE PROGRAM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET LICENSEE'S REQUIREMENTS OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR FREE.

LICENSEE fully indemnifies LICENSOR so that LICENSOR shall not be liable for special, indirect, incidental, or consequential damages, even if it has been or is hereafter advised of the possibility of such damages, from LICENSEE's use of, or inability to use the PROGRAM.

VI. MAINTENANCE

It is understood that limited maintenance (hereinafter "Maintenance" ) will be provided as described in subsections VI (a) through (f) herein, during the first year from the effective date of this License at no additional charge. Maintenance service in years subsequent to that may be purchased under the terms of a separate SPIDER Maintenance Renewal Agreement which requires that the LICENSEE pay the LICENSOR the annual SPIDER Maintenance Renewal Fee in effect at the time.

VII. MISCELLANEOUS

This License shall be construed in accordance with the laws of the State of New York.

This license represents the complete and final statements between LICENSOR and LICENSEE and supersedes all prior agreements, proposals, representations and other communications between them with respect to use of the PROGRAM. This License may be modified only with the mutual written approval of an authorized representative of LICENSEE and LICENSOR.

LICENSEE agrees that it will be responsible for any sales, use or excise taxes imposed by any governmental unit in this transaction, except income taxes.

If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement will be valid and enforceable to the maximum extent possible.

The waiver or failure of LICENSOR to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement.

Duplication or resale of the PROGRAM without prior authorization is prohibited.

AGREED TO:

LICENSEE                                                   LICENSOR
__________________________________ ____________________________________
Signature                                                    Signature
__________________________________ MichaelBarth, Executive Director
Name/Title                                                Name/Title
this ______ day of _________, ________ this ______ day of _________, ________
(Day) (Month) (Year)                                                    (Day) (Month) (Year)


RETURN TWO ORIGINAL SIGNED AGREEMENTS WITH FEE PAYABLE TO HEALTH RESEARCH, INC.

SEND TO THE ATTENTION OF:

Dawn Cox
Director, Technology Transfer
Health Research Inc.
One University Place
Rensselaer, NY 12144-3456
(518)431-1200 FAX (518)431-1234
E-mail DEC09@health.state.ny.us

NOTE: Our organization is unable to process a SPIDER ORDER unless we receive:

BODY

SPIDER SOFTWARE

MAINTENANCE RENEWAL AGREEMENT

FOR ACADEMIC AND RESEARCH USERS

This agreement is made by and between Health Research, Inc. at One University Place, Rensselaer, NY 12144-3456, hereinafter referred to as "LICENSOR," and

INSTITUTION: ______________________________________________________

______________________________________________________

______________________________________________________

at

DEPARTMENT: ______________________________________________________

at

BUSINESS ADDRESS: ______________________________________________________

______________________________________________________

hereinafter referred to as "LICENSEE," for maintenance services as outlined herein in connection with the SPIDER LICENSED SOFTWARE ("PROGRAM") which has been licensed by LICENSEE from LICENSOR under the terms of a separate license wherein PROGRAM usage was granted for the expressed use of a USER GROUP affiliated with the LICENSEE institution and defined as follows:

USER GROUP shall be: All members _____________________________________ Research Group, (research project/area)
of approximately ___________________ members. (size of group)

I. TERM

The term of this Agreement shall be for a one year period commencing on this ______ day of _________, ________ (Day) (Month) (Year)

II. MAINTENANCE RENEWAL FEE

LICENSEE agrees to pay LICENSOR a SPIDER Maintenance Renewal Fee of Three Hundred Dollars ($300.00). Payment shall be made by check, in U.S. currency, paid in advance to the order of "Health Research, Inc." at the address noted above.

III. MAINTENANCE SERVICES - VAX/VMS and SGI UNIX Versions

The following Maintenance Services will be provided to LICENSEES of the VAX/VMS and SGI UNIX Versions of the PROGRAM by LICENSOR under this Agreement:

At the sole discretion of LICENSOR Periodic updates of the software that may incorporate (i) corrections of any substantial defects, (ii) fixes of any minor bugs, and (iii) enhancements to the PROGRAM.

Consultation on, and removal of "bugs" in the PROGRAM.

Answering of inquiries on installation and applications via e-mail or telephone, within reasonable limits during the hours of 9:00am and 4:00pm, Eastern Standard Time, Monday through Friday, excluding holidays. "Reasonable limits" will be determined solely by the LICENSOR. Any dispute between LICENSOR and LICENSEE over what constitutes reasonable limits will be resolved by a refund of $250 of LICENSEE'S Maintenance Renewal Fee (a $50 deduction for the cost of media) and termination of this Agreement.

IV. LIMITED MAINTENANCE SERVICES - Other Versions

For LICENSEES operating PROGRAM on Sun, DEC UNIX, or IBM RISC Unix platforms, the services provided under this agreement are limited to periodic updates of the software that may incorporate at the sole discretion of LICENSOR (i) corrections of any substantial defects, (ii) fixes of any minor bugs, and (iii) enhancements to the PROGRAM.

V. OBLIGATIONS OF LICENSEE

LICENSEE agrees to install all corrections of substantial defects, minor bug fixes and updates, including any enhancements for the PROGRAM in accordance with the instructions and in order of receipt from LICENSOR.

LICENSEE agrees that all Maintenance services are provided and restricted for use by the USER GROUP (i) as specified in the first part of this agreement and (ii) as specified in the terms of the prior and separate SPIDER Software License Agreement in which LICENSOR originally grants LICENSEE the right to use PROGRAM.

Upon detection of any error in the PROGRAM, LICENSEE, as requested by LICENSOR agrees to provide LICENSOR a listing of output and any other data that the LICENSOR reasonably may request in order to reproduce operating conditions similar to those present when the error occurred.

VI. LIMITATIONS

LICENSEE acknowledges that PROGRAM has been developed in an academic laboratory environment at the Wadsworth Center for its internal research use and for use by academic collaborators. Neither the Wadsworth Center nor HRI are engaged routinely in the business of selling or providing software and software maintenance.

Neither party shall be liable against the other for lost profits or indirect, special or consequential damages arising out of this Agreement, even if the party has been notified of the possibility of such damages. Under no circumstances will liability exceed $250.

VII. LAPSE IN MAINTENANCE SERVICES

LICENSOR has no obligation to renew or provide Maintenance to LICENSEE beyond the term of this agreement if LICENSEE allows Maintenance service to lapse. Failure by LICENSEE to maintain periods of consecutive maintenance services will be considered a lapse. LICENSOR is under no obligation to notify LICENSEE of expiration of the Term. If LICENSEE allows Maintenance service to lapse, it may continue to use the latest version of PROGRAM then in its possession, but will not be entitled to Maintenance outlined in the Spider Maintenance Renewal Agreement. Unless otherwise authorized by the LICENSOR in writing, reinstatement of Maintenance Services after a lapse of one year or more will require execution of a new License Agreement and payment of the full SPIDER license fee in effect at the time.

VIII. TERMINATION

LICENSOR will have the right to terminate this Agreement and all services provided pursuant to this Agreement (i) upon termination of the LICENSEE's SPIDER PROGRAM License Agreement by either party for any reason, and (ii) if LICENSEE or its employees or agents violate any provision of this Agreement and Customer fails to cure such violation within fifteen (15) days after receipt of written notice from LICENSOR.

LICENSOR reserves the right to cease provision of maintenance services outlined in the Spider Maintenance Renewal Agreement at any time and LICENSEE agrees that in such event liability of the LICENSOR shall be limited to a refund of $250 (Maintenance less cost of media) or a prorated portion of the Maintenance Fee based on length of service provided.

IX. GENERAL PROVISIONS

This License shall be construed in accordance with the laws of the State of New York.

This license represents the complete and final statements between LICENSOR and LICENSEE and supersedes all prior agreements, proposals, representations and other communications between them with respect to Maintenance Services. This License may be modified only with the mutual written approval of an authorized representative of LICENSEE and LICENSOR.

If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement will be valid and enforceable to the maximum extent possible.

LICENSEE agrees that it will be responsible for any sales, use or excise taxes imposed by any governmental unit in this transaction, except income taxes. The waiver or failure of LICENSOR to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement.

AGREED TO:

LICENSEE                                                   LICENSOR
__________________________________ ____________________________________
Signature                                                    Signature
__________________________________ MichaelBarth, Executive Director
Name/Title                                                Name/Title
this ______ day of _________, ________ this ______ day of _________, ________
(Day) (Month) (Year)                                                    (Day) (Month) (Year)


RETURN TWO ORIGINAL SIGNED AGREEMENTS WITH FEE PAYABLE TO HEALTH RESEARCH, INC.

SEND TO THE ATTENTION OF:

Dawn Cox
Director, Technology Transfer
Health Research Inc.
One University Place
Rensselaer, NY 12144-3456
(518)431-1200 FAX (518)431-1234
E-mail DEC09@health.state.ny.us

NOTE: Our organization is unable to process a SPIDER Maintenance Renewal Agreement unless we receive:

BODY

MAINTENANCE RENEWAL AGREEMENT

FOR COMMERCIAL USERS

This agreement is made by and between Health Research, Inc. at One University Place, Rensselaer, NY 12144-3456, hereinafter referred to as "LICENSOR," and

INSTITUTION: ______________________________________________________

______________________________________________________

______________________________________________________

DEPARTMENT: ______________________________________________________

BUSINESS ADDRESS: ______________________________________________________

______________________________________________________

______________________________________________________

hereinafter referred to as "LICENSEE," for maintenance services as outlined herein in connection with the SPIDER LICENSED SOFTWARE ("PROGRAM") which has been licensed by LICENSEE from LICENSOR under the terms of a separate license wherein PROGRAM usage was granted for the expressed use of a USER GROUP affiliated with the LICENSEE institution and defined as follows:

USER GROUP shall be: All members _____________________________________ Research Group, (research project/area)
of approximately ___________________ members. (size of group)

The term of this Agreement shall be for a one year period commencing on this ______ day of _________, ________ (Day) (Month) (Year)

II. MAINTENANCE RENEWAL FEE

LICENSEE agrees to pay LICENSOR a SPIDER Maintenance Renewal Fee of Five Hundred Dollars ($500.00). Payment shall be made by check, in U.S. currency, paid in advance to the order of "Health Research, Inc." at the address noted above.

III. MAINTENANCE SERVICES - VAX/VMS and SGI UNIX Versions

The following Maintenance Services will be provided to LICENSEES of the VAX/VMS and SGI UNIX Versions of the PROGRAM by LICENSOR under this Agreement:

At the sole discretion of LICENSOR Periodic updates of the software that may incorporate (i)

corrections of any substantial defects, (ii) fixes of any minor bugs, and (iii) enhancements to the PROGRAM.

Consultation on, and removal of "bugs" in the PROGRAM.

Answering of inquiries on installation and applications via e-mail or telephone, within reasonable limits during the hours of 9:00am and 4:00pm, Eastern Standard Time, Monday through Friday, excluding holidays. "Reasonable limits" will be determined solely by the LICENSOR. Any dispute between LICENSOR and LICENSEE over what constitutes reasonable limits will be resolved by a refund of $250 of LICENSEE'S Maintenance Renewal Fee and termination of this Agreement.

IV. LIMITED MAINTENANCE SERVICES - Other Versions

For LICENSEES operating PROGRAM on Sun, DEC UNIX, or IBM RISC Unix platforms, the services provided under this agreement are limited to periodic updates of the software that may incorporate at the sole discretion of LICENSOR (i) corrections of any substantial defects, (ii) fixes of any minor bugs, and (iii) enhancements to the PROGRAM.

V. OBLIGATIONS OF LICENSEE

LICENSEE agrees to install all corrections of substantial defects, minor bug fixes and updates, including any enhancements for the PROGRAM in accordance with the instructions and in order of receipt from LICENSOR.

LICENSEE agrees that all Maintenance services are provided and restricted for use by the USER GROUP (i) as specified in the first part of this agreement and (ii) as specified in the terms of the prior and separate SPIDER Software License Agreement in which LICENSOR originally grants LICENSEE the right to use PROGRAM.

Upon detection of any error in the PROGRAM, LICENSEE, as requested by LICENSOR agrees to provide LICENSOR a listing of output and any other data that the LICENSOR reasonably may request in order to reproduce operating conditions similar to those present when the error occurred.

VI. LIMITATIONS

LICENSEE acknowledges that PROGRAM has been developed in an academic laboratory environment at the Wadsworth Center for its internal research use and for use by academic collaborators. Neither the Wadsworth Center nor HRI are engaged routinely in the business of selling or providing software and software maintenance.

Neither party shall be liable against the other for lost profits or indirect, special or consequential damages arising out of this Agreement, even if the party has been notified of the possibility of such damages. Under no circumstances will liability exceed $250.

VII. LAPSE IN MAINTENANCE SERVICES

LICENSOR has no obligation to renew or provide Maintenance to LICENSEE beyond the term of this agreement if LICENSEE allows Maintenance service to lapse. Failure by LICENSEE to maintain periods of consecutive maintenance services will be considered a lapse. LICENSOR is under no obligation to notify LICENSEE of expiration of the Term. If LICENSEE allows Maintenance service to lapse, it may continue to use the latest version of PROGRAM then in its possession, but will not be entitled to Maintenance outlined in the Spider Maintenance Renewal Agreement. Unless otherwise authorized by the LICENSOR in writing, reinstatement of Maintenance Services after a lapse of one year or more will require execution of a new License Agreement and payment of the full SPIDER license fee in effect at the time.

VIII. TERMINATION

LICENSOR will have the right to terminate this Agreement and all services provided pursuant to this Agreement (i) upon termination of the LICENSEE's SPIDER PROGRAM License Agreement by either party for any reason, and (ii) if LICENSEE or its employees or agents violate any provision of this Agreement and Customer fails to cure such violation within fifteen (15) days after receipt of written notice from LICENSOR.

LICENSOR reserves the right to cease provision of maintenance services outlined in the Spider

Maintenance Renewal Agreement at any time and LICENSEE agrees that in such event liability of the LICENSOR shall be limited to a refund of $250 or a prorated portion of the Maintenance Fee based on length of service provided.

IX. GENERAL PROVISIONS

This License shall be construed in accordance with the laws of the State of New York.

This license represents the complete and final statements between LICENSOR and LICENSEE and supersedes all prior agreements, proposals, representations and other communications between them with respect to Maintenance Services. This License may be modified only with the mutual written approval of an authorized representative of LICENSEE and LICENSOR.

If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement will be valid and enforceable to the maximum extent possible.

LICENSEE agrees that it will be responsible for any sales, use or excise taxes imposed by any governmental unit in this transaction, except income taxes.

The waiver or failure of LICENSOR to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement.

AGREED TO:

LICENSEE                                                   LICENSOR
__________________________________ ____________________________________
Signature                                                    Signature
__________________________________ MichaelBarth, Executive Director
Name/Title                                                Name/Title
this ______ day of _________, ________ this ______ day of _________, ________
(Day) (Month) (Year)                                                    (Day) (Month) (Year)


RETURN TWO ORIGINAL SIGNED AGREEMENTS WITH FEE PAYABLE TO HEALTH RESEARCH, INC.

SEND TO THE ATTENTION OF:

Dawn Cox
Director, Technology Transfer
Health Research Inc.
One University Place
Rensselaer, NY 12144-3456
(518)431-1200 FAX (518)431-1234
E-mail DEC09@health.state.ny.us

NOTE: Our organization is unable to process a SPIDER Maintenance Renewal Agreement unless we receive: