ICCO - InterCare DX, Inc. (ICCO)

[JJSeabrook]

8K..DEAL WITH MICROSOFT>



Securities and Exchange Commission
Washington, D.C. 20549



FORM 8-K




Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934





Date of Report (Date of Earliest Event Reported): January 19, 2007




Commission File Number: 333-57780



INTERCARE DX, INC.
(Exact name of registrants specified in its charter)

California 95-4304537

(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)


6201 Bristol Parkway
Culver City, CA 90230
[phone] Fax: [phone]



(Address, Including Zip Code, And Telephone Number, Including Area Code,
Of Registrant's Principal Executive Offices)










1

<PAGE>

SECTION 1. Registrants Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

On January 19, 2007, the registrant entered into a software
licensing agreement with Microsoft Corporation for the
Microsoft ConferenceXP Software Technology, which will be integrated
with the registrants' ICE(tm) Enterprise Clinical Documentation,
Telemedicine and Tele-health software for commercialization.

The significant part of this agreement calls for payment of royalties to
Microsoft Corporation in the amount of 10% of net proceeds from the sale
of the combined software application by the registrant.

SECTION 2. Financial Information
Not Applicable

SECTION 3. , Securities and Trading Markets
Not Applicable

SECTION 4. Matters Relating to Accountants and Financial Statements
Not Applicable

SECTION 5. Corporate governance and Management
Not Applicable

SECTION 6. Reserved
Not Applicable

SECTION 7. Regulation FD
Not Applicable

SECTION 8: Other Events Not Applicable

SECTION 9: Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

c. Exhibits

EXHIBIT ITEM. DESCRIPTION
------------ -------------
Exhibit 16.1 - Software Licensing Agreement between Registrant and Microsoft
Corporation for Microsoft ConferenceXP Software Technology.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

InterCare DX, Inc.
(Registrant)

Date: January 25, 2007 By:/s/ Anthony C. Dike
-------------------------
Anthony C. Dike
(Chairman, Chief Executive Officer)















2

<PAGE>



2


</TEXT>
</DOCUMENT>


SOFTWARE LICENSE AGREEMENT FOR MICROSOFT CONFERENCEXP SOFTWARE
(CONFIDENTIAL)
This Software License Agreement for Microsoft ConferenceXP Software, by and
between Microsoft Licensing GP, a Nevada general partnership, with offices at
6100 Neil Road, Suite 210, Reno, Nevada, 89511-137 ("Microsoft") and InterCare
DX, Inc., a California corporation with a principal place of business at 6201
Bristol Parkway, Culver City, CA 90230 ("Licensee"), is effective as of
_________________, 2007 ("Effective Date"). In consideration of the respective
rights and obligations set forth below, the receipt and sufficiency of which are
hereby acknowledged, Microsoft and Licensee (individually, a "Party" and
collectively, the "Parties") agree as follows:
1. Definitions.
"Affiliate" means, with respect to any Party, any entity that directly or
indirectly controls, is controlled by or is under common control with such
Party. For purposes of this definition, "control" means the direct or indirect
(e.g., through any number of successive tiers) ownership of: (a) more than
fifty percent (50%) of the outstanding shares having the right to vote for the
election of directors or other managing authority of the subject entity; or (b)
in the case of an entity which does not have outstanding shares (e.g., a
partnership, joint venture or unincorporated association), more than fifty
percent (50%) of the ownership interest having the right to make decisions for
the subject entity.
"Licensed Products" means collaborative videoconferencing solutions designed to
run only on a Windows operating system and which incorporate the Software or any
derivative work of the Software.
"Microsoft Confidential Information" means: (a) the content in the Microsoft
Software; (b) the terms and conditions of this Agreement; and (c) any other
information or materials provided by Microsoft or its Affiliates under this
Agreement that is labeled as confidential or, under the circumstances
surrounding disclosure or delivery, ought to be treated as confidential.
"Microsoft Confidential Information" does not include information that: (x) is
or subsequently becomes publicly available without the breach by Licensee of any
obligation owed to Microsoft; (y) is or subsequently becomes known to Licensee
from a source other than Microsoft or its Affiliates and such disclosure does
not result from any breach of an obligation of confidentiality owed with respect
to such Microsoft Confidential Information; or (z) is independently developed by
Licensee without reference to any Microsoft Confidential Information in any
form. In addition, the mere existence of this Agreement (including without
limitation the title of this Agreement and the identification of the Parties) is
not "Microsoft Confidential Information."
"Net Revenue" means the gross revenues (including, without limitation, any fees,
royalties and other revenues) billed by Licensee related to its business of the
making, use or distribution of Licensed Products, including without limitation
revenues from overall solutions which include any Licensed Products as well as
any services provided by Licensee in connection therewith, excluding any sales,
use or similar taxes collected for remittance to any governmental authority. If
any such revenues are received as goods, services, property, barter or other
consideration in a form other than money, then such consideration shall be
included in Net Revenue as the monetary equivalent of the fair market value of
such consideration. Net Revenue shall be determined in accordance with
generally accepted accounting principles, consistently applied.
"Quarter" means each three (3) calendar month period during the Term; however,
the first Quarter may be longer, and the last Quarter may be shorter, than three
(3) calendar months based on the following: The first Quarter will commence on
the Effective Date and end on the last day of the third (3rd) full calendar
month after the Effective Date and the last Quarter will end on the last day of
the Term (if the Agreement is terminated early pursuant to Section 8).
---------
"Quarter" also means each three (3) calendar month period after the Term,
commencing on the first day after the termination of the Term.
"Software" means Microsoft's ConferenceXP package which includes ConferenceXP
Client version 4.0 and Conference XP Services version 4.0 and any bug fixes and
Updates which may be delivered by Microsoft at its discretion pursuant to the
terms of this Agreement. The Software also includes any documentation for such
Software delivered to Licensee by Microsoft.
"Term" means the term of the Agreement forth in Section 8.
----------
"Update" means any bug fix or minor, incremental addition to the Software that
does not materially change the underlying functionality, content, or underlying
Software previously released by Microsoft, and that is released as an "update"
by Microsoft, all as determined by Microsoft in the exercise of its sole
discretion.
Any capitalized term used in this Agreement but not defined in this Section 1
---------
shall have the meaning ascribed to that term as set forth elsewhere in this
Agreement.
2. Delivery. Within a reasonable time after the Effective Date of this
Agreement, Microsoft shall deliver to Licensee, or make available to Licensee on
a Microsoft "specifications server," a master, reproducible source code copy of
the Software. If a Microsoft specifications server is used for delivery
purposes, Microsoft shall be deemed to have complied with this provision at the
time that the Software is available on the Microsoft specifications server, not
when Licensee actually accesses the Software.
3. License. Subject to all of the terms of this Agreement, Microsoft grants
to Licensee a personal, nonexclusive, worldwide, nontransferable (except as
specifically provided in Section 11.8) license, during the Term to:
-------------
(a) reproduce a reasonable number of copies of the Software, review, modify,
create derivative works of, compile and otherwise use the Software including the
source code, solely for internal use in development of, and for incorporation
into, the Licensed Products; and
(b) manufacture, have manufactured, export, import, sell, license, use, and
distribute and have distributed derivative works of the Software solely in
object code form incorporated in the Licensed Products, directly and indirectly,
to Licensee's customers under the terms of end user license agreements that
comply with the requirements of this Agreement.
4. Additional Intellectual Property Related Terms.
4.1 Feedback. Licensee may participate in technical and design reviews
(e.g., by written questionnaire, conference call or meeting) of the Software
upon Microsoft's invitation. In connection with such reviews or otherwise,
Licensee may voluntarily elect to provide suggestions, comments and other
feedback ("Feedback") to Microsoft with respect to the Software. Microsoft may,
in connection with any of its products, services, specifications or
technologies, freely use, copy, disclose, license, distribute and exploit any
Feedback in any manner without any obligation or restriction based on
intellectual property rights or otherwise. Licensee will not provide any
Feedback subject to any terms that would impose any obligation on Microsoft.
4.2 Notices. Licensee agrees to include in all copies of the Licensed
Products a proprietary rights notice of Microsoft. Licensee will not remove,
alter or obscure, but will retain in the Licensed Products any copyright,
trademark or patent notices that appear in the Software as delivered to Licensee
under Section 2, as such notices may be supplemented or otherwise revised from
time to time by Microsoft's delivery of notice thereof to Licensee.
4.3 Distribution Requirements. Licensee will ensure that each copy of any
Licensed Product is distributed pursuant to a written end-user agreement that:
(a) prohibits copying, decompiling, disassembling, reverse engineering and any
attempt to discover the source code or other proprietary aspects of the Licensed
Product to the extent permitted by applicable law; (b) prohibits the removal of
proprietary notices contained in the Software; and (c) contains disclaimers and
limitations of any representations, warranties, damages and liabilities of
Microsoft and its Affiliates to the same extent that Licensee's representations,
warranties, damages and liabilities are disclaimed or limited, provided that
such disclaimers and limitations do not need to identify Microsoft or any of its
Affiliates by name.
4.4 Covenant Not to Sue. Licensee covenants, on behalf of itself, its
Affiliates, successors and assigns, not to file a complaint or lawsuit in any
court, or with any investigative authority, against Microsoft or its Affiliates,
distributors, customers or end users for patent infringement based on the
making, use, sale, offer for sale, importation, export or other disposition or
promotion of any Microsoft Product where such patent infringement claims are
based upon, in whole or in part, the inclusion of any of the Software in a
Microsoft Product. "Microsoft Product" means, individually and collectively,
(a) any Microsoft product, technology, service or component of any of the
foregoing, including pre-release and commercially released versions; (b) any
specification or other proposal for any such product technology, service or
component; and (c) any Microsoft documentation.
4.5 Reservation of Rights. All rights not expressly granted in this
Agreement are reserved. No additional rights whatsoever (including, without
limitation, any implied licenses) are granted by implication, estoppel or
otherwise. Under no circumstances should anything in this Agreement be
construed as granting to Licensee, by implication, estoppel or otherwise, a
license to any Microsoft technology other than the Software as expressly
provided herein, or to any patent claims owned or controlled by Microsoft
("Microsoft Patents") that read on any of the Licensed Products, except that
Microsoft's license under Section 3 includes a license under any Microsoft
Patent that is necessarily infringed by the Software as delivered by Microsoft
to Licensee to the limited extent necessary to exercise the rights set forth in
Section 3. Further, Microsoft reserves any and all rights to, and shall not
have any obligation to, apply for, register, prosecute, perfect, maintain,
enforce or take any other action with respect to any Microsoft intellectual
property rights.
5. Marketing. If Licensee promotes the use of the Software in any Licensed
Product, Licensee will acknowledge (e.g. in the packaging, advertising,
literature and marketing materials for the Licensed Product) the use of the
Software in the Licensed Product. This Agreement does not grant Licensee any
license or other right to use or display any other identifier, logo or trademark
of Microsoft. However, this Agreement does not restrict any right that Licensee
may have under applicable trademark laws to make accurate, descriptive and
nominative references to Microsoft or Microsoft's non-stylized word marks in any
advertising, literature, marketing materials or other disclosure, according to
Microsoft's standard trademark guidelines (available for viewing at
www.microsoft.com/trademarks).
6. Fees/Payments/Taxes.
6.1 Fees.
6.1.1 Initial Non-Refundable Fee. Upon the first delivery of one or more
Licensed Products to a customer or six (6) months after the Effective Date,
whichever occurs first, Licensee will pay Microsoft the following non-refundable
amount as partial consideration for the licenses granted in this Agreement:
(deleted). Upon the first delivery of one or
more Licensed Products to a customer (if this occurs before the expiration of
the six month period), Licensee will promptly notify Microsoft and Microsoft
will invoice Licensee for such amount. For such notice, Licensee may email
Microsoft to the email addresses set forth in Section 11.6.
-------------
6.1.2 Royalty Amount. At the end of each Quarter of the Term, Licensee will
pay Microsoft royalties equal to ten percent (10%) of the Net Revenue billed by
Licensee during the Quarter.
6.1.3 Royalty Report. Within fifteen (15) days after the end of each
Quarter of the Term, Licensee will submit to Microsoft, by email to
[e-mail] and with a copy to [e-mail], a completed and
accurate royalty report in the form attached as Exhibit A as the same may be
---------
updated from time to time by Microsoft ("Royalty Report") totaling the amount of
royalties due Microsoft for the period reported. Microsoft will invoice
Licensee for the amount stated in the Royalty Report.
6.2 Payment. Licensee will make any and all payments to Microsoft under
this Agreement within thirty (30) days of date of invoice in currency of the
United States of America without any withholding, deduction, offset, setoff or
other charge. Licensee shall make such payments in immediately available funds
by wire transfer to the bank account and reference provided on Microsoft's
invoice, with remittance details sent by email to: [e-mail].
---------------------
6.3 Record Keeping; Audit.
6.3.1 Licensee shall keep and maintain complete and accurate books and
records of the Net Revenue. Upon not less than fourteen (14) days advance
written notice from Microsoft, Licensee shall make such books and records
available for audit by an independent certified public accounting firm (together
with independent technical personnel if and as reasonably required for such
accountant to perform the audit) designated by Microsoft and approved by
Licensee, which approval shall not be unreasonably withheld. Unless otherwise
agreed by Microsoft and Licensee, any such audit shall be conducted during
regular business hours, at Licensee's principal place of business, not more
frequently than once in any period of twelve (12) consecutive months and in a
manner that does not unreasonably interfere with Licensee's normal course of
business. The auditor must agree in writing to maintain the confidentiality of
the information that is disclosed by Licensee as part of the audit and use such
information solely for the purpose of verifying Net Revenue and the royalties
payable to Microsoft under this Agreement.
6.3.2 If any audit reveals an overpayment, then Licensee shall receive a
credit, in the amount of such overpayment, that will be applied only against
future royalties payable under Section 6.1. If any audit reveals an
------------
underpayment, then Licensee shall pay Microsoft the amount of the underpayment,
together with interest as provided for in Section 6.4, within thirty (30) days
-----------
after the date of the auditor's report. Further, if any audit reveals an
underpayment of more than five percent (5%) of the royalties owed for the period
subject to the audit, then Licensee shall promptly reimburse Microsoft, upon
request, for all costs and expenses reasonably incurred by Microsoft to conduct
the audit.
6.4 Delinquent Payment. Any royalty or other amount not paid when due and
otherwise in accordance with this Section 6 shall bear interest at the rate of
one percent (1.0%) per month or the highest rate permitted by applicable usury
law, whichever is less, calculated on a daily basis and compounded on the first
day of each calendar month, from the date due until the date received by
Microsoft in accordance with Section 6.2. This Section 6.4 does not authorize
----------- -----------
late payments, and the payment of interest hereunder shall not be in lieu of or
prejudice any other right or remedy that Microsoft may have on account of
Licensee's failure to make any payment in accordance with this Section 6.
---------
6.5 Taxes. Licensee will be responsible for the billing, collecting and
remitting of sales, use, value added, and other comparable taxes due with
respect to the exercise of the licenses and any other activities of Licensee
under this Agreement (including, without limitation, the collection of
revenues). Microsoft is not liable for any taxes (including, without
limitation, any penalties or interest thereon) that Licensee is legally
obligated to pay in connection with this Agreement, the exercise of any license
rights or any other activities of Licensee under this Agreement. Licensee is not
liable for any income taxes that Microsoft is legally obligated to pay with
respect to any amounts paid to Microsoft by Licensee under this Agreement. All
fees exclude any taxes, duties, levies, fees, excises or tariffs imposed on any
of Licensee's activities in connection with this Agreement. Licensee will pay
to Microsoft any applicable taxes that are owed by Licensee solely as a result
of entering into this Agreement and which are permitted to be collected from
Licensee by Microsoft under applicable law, except to the extent that Licensee
provides to Microsoft a valid exemption certificate for such taxes. This tax
paragraph will govern the treatment of all taxes arising as a result of or in
connection with this Agreement notwithstanding any other section of this
Agreement.
7. No Right to Additional Technology or Support. Microsoft may choose to
provide Licensee with bug fixes and/or Updates at its sole discretion; however,
Microsoft will have no obligation under this Agreement to disclose or otherwise
make available to Licensee any software, programs, specifications, designs,
technical data, know how or other technology, consulting, technical assistance,
or other support. In addition, this Agreement will not be interpreted or
construed to obligate Microsoft to make or release any Update or any other
release or version of the Software.
8. Term and Termination.
8.1 General. The Term of the Agreement will commence as of the Effective
Date and it will continue in perpetuity unless terminated earlier pursuant to
Section 8.2 below.
----------
8.2 Early Termination. Microsoft may terminate this Agreement by giving
Licensee written notice of termination in the event that: (a) Licensee commits
a breach of its obligations with regard to confidentiality or assignment
pursuant to Sections 9 and 11.8, respectively, of this Agreement; (b) Licensee
-------------------
commits any breach of this Agreement other than under Sections 9 or 11.8 of this
------------------
Agreement and fails to cure such breach within thirty (30) days after Microsoft
gives Licensee written notice of such breach; (c) Licensee becomes subject to
any bankruptcy, receivership or similar proceeding which is not dismissed within
thirty (30) days after it has commenced; or (d) any action is brought against
Microsoft by Licensee, its Affiliates or any third party in connection with the
Software or any portion of the Software. Further, Licensee may terminate this
Agreement at any time by giving Microsoft written notice of such termination.
8.3 Effect of Expiration or Termination. Upon the termination of this
Agreement, (a) the license granted in this Agreement will terminate and Licensee
will cease all use and distribution of the Software and derivative works thereof
under this Agreement; (b) upon Microsoft's request, Licensee shall promptly
return to Microsoft, or destroy and certify destruction of, all full or partial
copies of the Software in Licensee's possession or control; (c) Licensee shall
immediately submit a Royalty Report and pay the corresponding royalties for the
portion of the final Year prior to any such termination; (d) for so long as
Licensee continues to receive Net Revenue after the Term based upon Licensee's
exercise of its license rights before the termination of the Term (including
without limitation any fees, royalties and other revenues from the making, use
or distribution of Licensed Products), Licensee shall continue to submit Royalty
Reports and pay the corresponding royalties after the Term pursuant to the
process in Section 6; (e) any termination of the Term shall be without prejudice
---------
to any right or remedy of either Party arising out of any breach of this
Agreement, including without limitation, recovery of any monies due or claimed
due under this Agreement; and (f) neither Party shall have any claim for any
compensation, damages, losses (including, without limitation, any loss of
revenue, profit or use), cost or expenses incurred as a result of any
termination of the Term in accordance with this Section 8. Sections 1, 4.1,
--------- ----------------
4.4, 4.5, 6, 7, 8.3, 9, 10 and 11 will survive any termination of this
--------------------------------------
Agreement.
9. Confidentiality. Licensee shall retain the Microsoft Confidential
Information in confidence and not use any Microsoft Confidential Information
other than as authorized under this Agreement. Microsoft Confidential
Information may be used only by (a) independent contractors engaged by Licensee;
and (b) full-time employees of Licensee, provided that in each case the
Microsoft Confidential Information may only be used by independent contractors
and full-time employees who (x) have a need to know for the purposes of
designing, developing, testing, and making Licensed Products for Licensee under
a suitable written non-disclosure agreement that does not permit disclosure or
use except as permitted under this Agreement; and (y) are engaged on a basis
such that, as between Licensee and such persons or entities performing the
services, Licensee is the sole and exclusive owner of all intellectual property
rights, confidential information and materials arising from any work created by
such contractors and employees, and such persons or entities are bound to
provisions no less protective of the rights of Microsoft and its Affiliates than
this Agreement's terms. Without limiting the foregoing, Licensee shall protect
Microsoft Confidential Information by using efforts at least as great as the
precautions Licensee takes to protect its own confidential information from
unauthorized use or disclosure, and in any event such efforts shall not be less
than are reasonably necessary to maintain the confidentiality of such Microsoft
Confidential Information. Licensee shall not disclose Microsoft Confidential
Information except: (a) as may be required by applicable law; (b) as may be
required by judicial or governmental order (provided that Licensee gives
Microsoft reasonable notice to enable it to seek a protective order, or obtains
written assurance that the Agreement will receive the highest level of
applicable protection); (c) by written consent of Microsoft; and (d) to any
third party proposing to enter into a business transaction with Licensee, but
only to the extent reasonably necessary for carrying out the proposed
transaction and only under terms of confidentiality at least as restrictive as
the terms of this Agreement.
10. Responsibilities, Disclaimers and Limitations.
10.1 Responsibility for Licensed Products. Without limiting the generality
of Sections 10.2 through 10.4, Licensee will be solely responsible for the
-----------------------------
quality, performance and other characteristics of the Licensed Products
(including, without limitation, the suitability of the Licensed Products).
Licensee will conduct such tests and implement such other measures as may be
required to ensure the suitability of any Licensed Products and to otherwise
protect against any injury, damage or loss that may arise out of any failure,
infringement, or malfunction of any Licensed Products.
10.2 DISCLAIMER OF WARRANTIES. Licensee acknowledges that: (a) the
Software is still under development, incomplete, not reliable, not suitable for
commercial use or distribution, and requires additional development; (b)
Licensee has fully tested and evaluated the Software to its complete
satisfaction and accepts the quality of the Software; and (c) the Software
contains bugs, errors, defects, deficiencies and other problems. MICROSOFT
DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SOFTWARE IS
PROVIDED "AS IS" WITH ALL BUGS, ERRORS, DEFECTS, DEFICIENCIES AND OTHER
PROBLEMS, AND WITHOUT ANY WARRANTY OF ANY KIND (INCLUDING, WITHOUT LIMITATION,
ANY EXPRESS OR IMPLIED WARRANTIES OF NONINFRINGEMENT). FURTHER, MICROSOFT NOR
ANY OF ITS AFFILIATES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY WITH
REGARD TO THE SCOPE, COVERAGE, VALIDITY OR ENFORCEABILITY OF ANY OF MICROSOFT'S
INTELLECTUAL PROPERTY RIGHTS; WITH RESPECT TO THE SOFTWARE; OR WITH RESPECT TO
THE LICENSED PRODUCTS; OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;
THAT ANY NECESSARY CLAIMS OR OTHER INTELLECTUAL PROPERTY RIGHTS APPLY WORLDWIDE;
OR THAT THE SOFTWARE OR ANY PORTION THEREOF IS OR WILL BE FREE FROM
INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF ANY PATENT OR OTHER INTELLECTUAL
PROPERTY RIGHT OF ANY THIRD PARTY. THE ENTIRE RISK AS TO THE QUALITY, OR
ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE, REMAINS WITH LICENSEE.
10.3 DISCLAIMER AND LIMITATION OF DAMAGES. IN NO EVENT WILL MICROSOFT BE
LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INDIRECT DAMAGES
ARISING OUT OF OR RELATED TO THE LICENSE OR THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, ANY LOSS OF REVENUE, PROFIT OR USE) EVEN IF MICROSOFT HAS BEEN
APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES.
10.4 LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT
LICENSEE MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR
ANYTHING ELSE), THE ENTIRE LIABILITY OF MICROSOFT AND ANY OF ITS SUPPLIERS UNDER
ANY PROVISION OF THIS AGREEMENT AND LICENSEE'S EXCLUSIVE REMEDY HEREUNDER WILL
BE LIMITED TO THE ACTUAL DIRECT DAMAGES LICENSEE INCURS IN REASONABLE RELIANCE
ON THE SOFTWARE UP TO THE TOTAL OF THE ROYALTIES PAID BY LICENSEE TO MICROSOFT
IN THE YEAR DURING WHICH SUCH LIABILITY AROSE. THE FOREGOING LIMITATIONS,
EXCLUSIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. MICROSOFT
CORPORATION SHALL NOT HAVE ANY LIABILITY OR OBLIGATION WHATSOEVER UNDER OR
ARISING OUT OF THIS AGREEMENT.
11. Miscellaneous.
11.1 NoRequirement to Implement. This Agreement is non-exclusive. Nothing
in this Agreement will be construed as requiring Licensee to use the Software or
to limit either Party from competing in any way without infringing the
other Party's intellectual property rights.
11.2 Export Restrictions. Licensee acknowledges that the Software is subject
to U.S. export jurisdiction. Licensee agrees to comply with all applicable
international and national laws that apply to the Software, including the U.S.
Export Administration Regulations, as well as end-user, end-use, and destination
restrictions issued by U.S. and other governments. For additional information
see http://www.microsoft.com/exporting/.
-----------------------------------
11.3 Publicity. Licensee shall not make any public statement (including,
without limitation, any advertisement or press release) relating to the
Software, this Agreement or Microsoft without the prior written consent of
Microsoft.
11.4 Entire Agreement,Modifications and Waiver. This Agreement constitutes
the entire agreement between the Parties with respect to its subject matter and
supersedes all prior and contemporaneous agreements, whether written or oral.
This Agreement will not be modified except by a written agreement signed by an
authorized representative of the Party against whom such modification is sought
to be enforced. Failure by either Party to enforce any provision of this
Agreement will not be deemed a waiver of future enforcement of that provision.
11.5 Invalid Clauses. If any term of this Agreement (other than Sections
4.5, 8.2, 9, 10 or 11.8) is found by a court of competent jurisdiction to be in
------------------------
whole or in part unenforceable, then the remainder of this Agreement will
continue in effect so long as the Agreement still expresses the intent of the
Parties. If the intent of the Parties cannot be preserved, or if Section 4.5,
------------
8.2, 9, 10, or 11.8 in whole or in part, is found to be unenforceable, this
----------------------
Agreement will be null and void.
11.6 Notices. Unless otherwise agreed in writing, any notices given under
this Agreement will be delivered either by messenger or overnight delivery
service, or sent by facsimile with a confirmation sent via certified or
registered mail, postage prepaid and return receipt requested, and will be
deemed to have been given on the day when received by the Party to whom the
notice is given.


Any notices to Licensee will be addressed to:
InterCare DX, Inc.
Attn: ____________________
6201 Bristol Parkway
Culver City, CA 90230
Fax: _____________________
Email: ___________________

Any notices to Microsoft will be addressed to:
Microsoft Licensing GP
Attn: Special Agreements
Dept. 551, Volume Licensing
6100 Neil Road, Suite 210
Reno, NV 89511-1137
Fax: (775) 823-5600
with a copy to:
Microsoft Corporation
Vice President, Intellectual Property and Licensing Group
Legal and Corporation Affairs
One Microsoft Way
Redmond, WA 98052
Fax: (425) 708-5891
Email: [e-mail]
----------------------




with a copy to (which shall not constitute notice):
Randolf W. Katz
Bryan Cave LLP
1900 Main Street, Suite 700
Irvine, California 92614
Facsimile: 949-223-7100 "
11.7 Jurisdiction, Governing Law and Attorneys' Fees. This Agreement will
be construed and controlled by the laws of the State of Washington, except to
the extent federal law is controlling on a subject matter, such as
assignability. Licensee consents to exclusive jurisdiction and venue in the
federal courts sitting in King County, Washington, unless no federal subject
matter jurisdiction exists, in which case Licensee consents to exclusive
jurisdiction and venue in the Superior Court of King County, Washington.
Licensee waives all defenses of lack of personal jurisdiction and forum
nonconveniens. Process may be served on either Party in the manner authorized
by applicable law or court rule. In any action to enforce any right or remedy
under this Agreement or to interpret any provision of this Agreement, the
prevailing Party shall be entitled to recover its reasonable attorneys' fees,
costs and other expenses.
11.8 Assignment. Licensee may not transfer or assign this Agreement or any
rights, license or obligations hereunder to any third party, whether by
operation of contract, law or otherwise (including, without limitation, in
connection with the insolvency or bankruptcy of Licensee), except with the
express written consent of Microsoft. For purposes of this Agreement, an
"assignment" by Licensee under this Section will be deemed to include, without
limitation, each of the following: (a) a change in beneficial ownership of
Licensee of greater than twenty percent (20%) (whether in a single transaction
or series of transactions) if Licensee is a partnership, trust, limited
liability Licensee or other like entity; (b) a merger of Licensee with another
entity, whether or not Licensee is the surviving entity; (c) the acquisition of
more than twenty percent (20%) of any class of voting stock (or any class of
non-voting security convertible into voting stock) of Licensee by another entity
(whether in a single transaction or series of transactions); and (d) the sale or
other transfer of more than fifty percent (50%) of such Licensee's assets
(whether in a single transaction or series of transactions). Subject to the
foregoing restriction on assignments by Licensee, this Agreement will be binding
upon, inure to the benefit of and be enforceable by each of the Parties and
their respective successors and assigns. Any attempted transfer or assignment
in violation of this Section will be void; and, in the event of any such
assignment or attempted assignment by Licensee, Microsoft will have the right to
immediately terminate this Agreement.
11.9 No Third Party Beneficiaries. This Agreement is for the benefit of,
and will be enforceable by, the Parties only. This Agreement is not intended to
confer any right or benefit on any third party. No action may be commenced or
prosecuted against a Party by any third party (including, without limitation,
Affiliates of the Parties) claiming as a third-party beneficiary of this
Agreement or the license granted under this Agreement.
11.10 Counterparts and Facsimile. This Agreement may be executed on
facsimile copies in two counterparts, each of which will be deemed an original
and all of which together will constitute one and the same Agreement.
Notwithstanding the foregoing, the Parties will deliver original executed copies
of this Agreement to one another as soon as practicable following execution
thereof.
11.11 No Partnership, Joint Venture or Franchise. Neither this Agreement,
nor any terms and conditions contained herein, shall be construed as creating a
partnership, joint venture or agency relationship or as granting a franchise as
defined in the Washington Franchise Investment Protection Act, RCW 19.100, as
amended, 16 CFR Section 436.2(a), or any other similar laws in other
jurisdiction.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be made and
executed by duly authorized officers.

Licensee:
--------
InterCare DX, Inc.


By:
Name:
Title:
Date Signed:

Microsoft:
---------
Microsoft Licensing GP

By:
Name:
Title:
Date Signed:



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