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812     End User License Agreement


        controls. The Software may store on Customer's Computer information necessary to
        protect the Software against unlicensed or illegal use. Customer acknowledges and
        agrees that the Software may transmit information to Photodex for quality assurance
        purposes.
             d.     Equipment, Software and Connectivity Requirements. In order to use the
        Software, Customer is required, at Customer's expense, to select, obtain, install, use
        and maintain equipment, software, internet connection and system configuration
        that meet Photodex's specifications and instructions.

             e.     Restrictions. THIS AGREEMENT, THE LICENSE GRANTED HEREUNDER, AND THE
        SOFTWARE AND DOCUMENTATION MAY NOT BE ASSIGNED, RENTED, LEASED, SOLD,
        SUBLICENSED OR OTHERWISE TRANSFERRED BY CUSTOMER. Without the prior
        written consent of Photodex, Customer may not:

                  i.     use, copy, modify, merge, and/or transfer copies of this Software or
        Documentation, except as provided in this Agreement;

                  ii.     reverse engineer, reverse assemble or reverse compile this Software, data
        used by this Software, or any component thereof;

                  iii.     sublicense, rent, lease, sell, transfer or assign this Software;
                  iv.     distribute this Software or Documentation in any incomplete or altered
        form;
                  v.     distribute this Software or Documentation for profit or fee;

                  vi.     create derivative works of the Software or Documentation or any part
        thereof; or

                  vii.     incorporate any part of this Software or Documentation as part or all of a
        product to be sold to others.

        A VIOLATION OF THIS SECTION 2(E) WILL BE A BREACH OF A MATERIAL PROVISION OF
        THIS AGREEMENT. UPON VIOLATION, THIS LICENSE WILL AUTOMATICALLY
        TERMINATE AND PHOTODEX WILL HAVE THE RIGHT TO SEEK LEGAL ACTION AGAINST
        CUSTOMER.

             f.     Content. "Content" means any information, text, links, postings, creative
        material, photographs, image, video or audio files that Customer displays, stores or
        processes by use of the Software. Customer acknowledges that the Software may be
        used to display Content which is outside of the control of Photodex. By entering into
        this Agreement, Customer represents and warrants to Photodex that Customer is the
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