This is an agreement, effective this day 2/5/2012 9:06 PM, between Villers Enterprises Limited (the "Company") and you (the "Tester"), in which Tester agrees to test a software program known as SimXperience Commander(the "Software").

1. Company's Obligations: The Company shall provide Tester with a limited, non-exclusive, non-assignable, nontransferable license to install, reproduce, and use the Software on an aggregate maximum of ten (3) computers and workstations located at Tester's premises, solely to evaluate the software for the purpose of providing feedback to the Company.

1a. The Company shall retain title and all ownership rights to the Software, and this Agreement shall not be construed in any manner as transferring any rights of ownership or license to the Software or any of the features or information therein, except as specifically stated herein. All rights not expressly granted are reserved to the Company.

2. Tester's Obligations: Tester shall test the Software under normally expected operating conditions in Tester's environment during the test period. Tester agrees to provide feedback to the Company, which may include but is not limited to usability, bug reports and test reports, with respect to the testing of the Software. Tester may also provide feedback on the documentation. All bug reports, test results, and other feedback shall be the property of the Company and may be used by the Company for any purpose it sees fit.

3. Software a Trade Secret: Tester acknowledges that the Software is proprietary to, and a valuable trade secret of, the Company and is entrusted to Tester only for the purpose set forth in this Agreement. Tester shall treat the Software in the strictest confidence. Tester agrees that it will not, without the Company's prior written consent:

(a) copy any portion of the Software or documentation, except to the extent necessary to perform the beta testing; or

(b) reverse engineer, decompile or disassemble the Software or any portion of it.

4. Term of Agreement: The test period shall last from June 30, 2009, until the Software is removed from all of the Testers PC's. The restrictions and obligations contained in Clauses 3, 6, 7, 8 and 9 shall survive the expiration, termination or cancellation of this Agreement, and shall continue to bind Tester, its successors, heirs and assigns.

5. Disclaimer of Warranty: Tester understands and acknowledges that the Software is a test product and its accuracy and reliability are not guaranteed. The Software may not operate correctly and may be substantially modified prior to the first commercial shipment, if any. Owing to its experimental nature, Tester is advised not to rely exclusively on the Software for any reason. Tester waives any and all claims it may have against the Company arising out of the performance or nonperformance of the Software.

THE SOFTWARE IS PROVIDED AS IS, AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO IT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Limitation of Liability: The Company shall not be responsible for any loss or damage to Tester or any third parties caused by the Software or by the Company's performance of this Agreement.

THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT INDIRECT, SPECIAL, INCIDENTAL OR CONSQUENTIAL DAMAGE, WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF THE SOFTWARE OR ANY PERFORMANCE OF THIS AGREEMENT.

7. No Rights Granted: Tester understands and acknowledges that the Software is provided for its own use for testing purposes only. This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in the Software or the Company's trade secrets to Tester. Tester may not sell or transfer any portion of the Software to any third party or use the Software in any manner to produce, market or support its own products. Tester shall clearly identify the Software as the Company's property.

8. No Assignments: This Agreement is personal to Tester. Tester shall not assign or otherwise transfer any rights or obligations under this Agreement.

9. Entire Agreement: This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof. Any representation, promise or condition not explicitly set forth in this Agreement shall not be binding on either party. All additions or modifications to this Agreement must be made in writing and must be signed by both parties to be effective.

10. Applicable Law: This Agreement is made under, and shall be construed according to, the laws of the State of the United States in the State of Ohio.