END USER SOFTWARE LICENSE AGREEMENT

This End User Software License Agreement (“Agreement”) contains the terms and conditions upon which Mimbus, Inc., a Delaware corporation, located at 100 S. State Street, Chicago, Illinois 60603 (hereinafter referred to as “Mimbus” or “LICENSOR”), grants to you (“LICENSEE”) a limited license to the Licensed Programs (as defined below). Please read this Agreement carefully. By clicking “I AGREE”, you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety.

IF YOU ARE ENTERING INTO THIS AGREEMENT WITHIN THE SCOPE OF YOUR EMPLOYMENT OR IN CONNECTION WITH YOUR ENGAGEMENT AS AN INDEPENDENT CONTRACTOR, THEN THE TERM “LICENSEE” INCLUDES YOUR EMPLOYER OR PRINCIPAL CONTRACTOR, AS APPLICABLE, AND YOU WARRANT AND REPRESENT TO MIMBUS THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH EMPLOYER’S OR PRINCIPAL CONTRACTOR’S BEHALF.

WHEREAS, LICENSOR is engaged in the development, manufacture and sale of certain virtual reality training simulators which incorporates software for such simulators that allows a user to simulate certain trade procedures (hereinafter referred to as “Licensed Programs”) and warrants that it has the property rights to such simulators and Licensed Programs for all purposes of this Agreement; and

WHEREAS, LICENSEE has leased, purchased, or borrowed Equipment (as defined below) pursuant to a separate agreement between LICENSOR and LICENSEE (“Equipment Agreement”) and in association with the use of said Equipment, the Licensed Programs are required, and LICENSEE desires to obtain a license to utilize such Licensed Programs pursuant to the terms of this Agreement; and

WHEREAS, LICENSOR is willing to provide LICENSEE with a license to utilize the Licensed Programs to the terms hereof;

NOW, THEREFORE, LICENSOR and LICENSEE agree as follows:

I.  DEFINITIONS

The following terms, when used in this Agreement with initial capital letters, shall have the respective meanings described in this Article:

II.  GRANT OF LICENSE

III.  CONDITIONS OF LICENSE

IV.  PRICING AND PAYMENT

V.  RISK OF LOSS AND INSTALLATION

VI.  INFRINGEMENT OF PROPRIETARY AND/OR INTELLECTUAL PROPERTY RIGHTS, INDEMNIFICATION

VII.  WARRANTY RESTRICTIONS

VIII.  PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS

IX.  TERMINATION

X.  GENERAL