This Product License Agreement ("Agreement") is entered into by and between UNIVERSAL DATA INTERFACE CORPORATION, with offices at 95 Wall Street, 21st Floor, New York, New York, 10005 ("Licensor") and the Licensee. This Agreement consists of this License and Support Agreement, the accompanying Terms and Conditions and the Exhibit(s) attached hereto and listed below.

Exhibits:

Product License Schedule A - TierBroker "Evaluation" Edition
Product License Schedule B - TierBroker "Developer" Edition
Product License Schedule C - TierBroker "Professional" Edition
Product License Schedule D - TierBroker "Standard" Edition
Product License Schedule E - TierBroker "Enterprise" Edition

1. License.

1.1 Licensor hereby grants to Licensee a nontransferable, nonexclusive license, without rights of sublicense (the "License"), to use only Licensor’s proprietary Product, (the "Product") previously selected described in the appropriate Exhibit attached, subject to the terms and conditions herein and the appropriate schedule herein. The Product includes, but is not limited to, the programs comprising the software, the media on which the software is stored, the computer code related thereto, the designs, materials, documentation and information embodied therein, together with all updates, modifications, additions and enhancements thereto, including without limitation, any updates or modifications which may be provided to Licensee by Licensor.

1.2 Licensee acknowledges and understands that Licensor is the owner of or otherwise has the right to license all intellectual and proprietary rights, title and interest in and to the Product, including, without limitation, all copyright, patent, trade secret and trademark rights related thereto. Licensee understands that Licensor considers the Product to be a trade secret.

2. Ownership of Developed Materials.

All materials developed by Licensor and/or Licensee that are related to the Product, including but not limited to any and all software modifications, customizations, extensions, improvements, developments, specifications and upgrades (collectively "Materials"), shall be and remain the property of Licensor, and Licensee shall not obtain any rights or interests therein. Licensee hereby grants, assigns and conveys to Licensor all rights, title and interest in and to the Materials, including all copyrights, trademarks, service marks, patents and trade secrets therein or thereto.

3. Delivery, Installation, Copies.

3.1 The Licensor will deliver the Product, with the appropriate “Server Execution Key”, as described in the appropriate Product License Schedule, to Licensee. Licensee shall be responsible for the installation of the Product at such location and verification that the Product is operating in accordance with its specifications. Licensor shall bear all risk of loss until delivery, and thereafter Licensee shall bear all risk of loss.

3.2 Licensee is allowed to make a copy of the Product for internal backup and for re-installation purposes provided that such copies are not used concurrently with the Production copy and that the Licensee informs the Licensor of the serial number of all system configurations on which the Product is installed. Licensee may not make available or distribute all or any part of the Product to any third party whether by assignment, sublicense or any other means whatsoever. Licensee shall not otherwise copy, or modify, decompile, disassemble or otherwise reverse-engineer the Product.

4. Maintenance and Support.

4.1 As appropriate to the Product purchased and in accordance with the terms outlines in the attached Product License Schedule, Licensor agrees to provide corrections, enhancements covering common functional and performance issues, as Licensor deems appropriate ("Upgrades") and provide additional support services, if any, denoted in the attached Product Schedule.

4.2 Any other services by Licensor shall be provided only under a separate written agreement executed by Licensee and Licensor.

4.3 Licensee agrees to install all corrections, enhancements, updates and upgrades within a reasonable time after receipt thereof. Licensee acknowledges and understands that only the current version of the Product and one prior release will be supported by Licensor.

4.4 Upon written notice to Licensee, Licensor reserves the right to discontinue providing Maintenance. Licensor will refund to Licensee a prorated portion of the current period’s pre-paid Maintenance Fee, if appropriate.

5. Number of Product Licenses.

The Licensee shall affirm that it will maintain records of all copies of the Product and inform the Licensor of the serial number of all system configurations on which it is installed. Licensee agrees that it will internally verify the number of Product Licenses quarterly and report the number of Licenses in writing, at Licensor’s request. Licensee shall maintain complete and accurate records supporting the basis of its reported counts. If requested by Licensor, Licensee shall provide Licensor with such records for independent verification.

6. License Fee; Maintenance Fee and Taxes.

6.1 Licensee agrees to pay to Licensor a License Fee in the amount(s) and at the time(s) set forth in the appropriate Product License Schedule attached hereto.

6.2 Each server license is valid for one server domain as defined by a logical server partition. Terms for the multi-user access or transaction limits are defined by the Server Execution Key, in the appropriate Product License Schedule attached.

6.3 In accordance with the appropriate Product License Schedule, Licensee agrees to pay to Licensor a Maintenance Fee in the amount(s) and at the time(s) set forth in the Product License Schedule attached hereto.

6.4 There shall be added to the charges under this Agreement, and Licensee agrees to pay to Licensor, any taxes, levies and duties, however designated or levied, domestic or foreign, based upon such charges, this Agreement, the Product (or media on which the Product is embodied), or its use, including without limitation local sales, privilege or excise taxes.

7. Limited Warranty and Exclusive Remedy.

7.1 Licensor warrants that it has the right to grant the license to use the Product as set forth this Agreement; and, that the Product will perform substantially as described in the user documentation, as modified from time to time, for one year from the delivery date. As the sole remedy for breach of this warranty, Licensor shall correct or otherwise provide a work around or remedy, at no charge to Licensee, for breaches of this warranty which are reported to Licensor within the one year warranty period; or, at Licensor’s option, Licensor may terminate this Agreement and refund the fees paid by Licensee. This warranty does not apply to and Licensor shall have no responsibility for Licensee operator errors, Licensee hardware or operating system failures, problems due to changes in the Product made by any party other than Licensor; failure to use the Product in accordance with this Agreement and the user documentation, use of the Product on equipment/operating system software environment other than as set forth in the technical documentation.

7.2 EXCEPT FOR THE EXPRESS WARRANTIES STATED IN SUBSECTION 7.1 OF THIS SECTION, LICENSOR AND ITS SUPPLIERS MAKE NO WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, OR ARISING OR IMPLIED BY CUSTOM, USAGE, OR COURSE OF PERFORMANCE, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability.

8.1 Licensor’s, its suppliers’ and its affiliates' entire and collective liability arising out of or related to this Agreement, including without limitation on account of performance or nonperformance of obligations under this Agreement, regardless of the form of the cause of action, whether in contract, tort (including without limitation negligence), statute or otherwise, shall in no event exceed the amounts paid to Licensor pursuant to this Agreement in the immediately preceding 12-month period.

8.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL LICENSOR, ITS SUPPLIERS OR ITS AFFILIATES BE LIABLE FOR ANY AMOUNTS FOR (i) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY NATURE WHATSOEVER, OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY ERRORS, DEFICIENCIES, MALFUNCTIONS, DELAYS, LOSS OF DATA, LOSS OF PROFIT, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING, OR (ii) ANY CLAIM BY ANY THIRD PARTY OTHER THAN A CLAIM SUBJECT TO SECTION 11 OF THIS AGREEMENT TO THE EXTENT SET FORTH THEREIN. THIS LIMITATION OF LIABILITY WILL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

9. Infringement Indemnity.

9.1 Licensor agrees to indemnify, defend and hold harmless Licensee from and against any and all amounts payable under any judgment, verdict, court order or settlement to the extent resulting from any unaffiliated third party allegation that the Product infringes such party's patent, copyright, trademark or trade secret rights in the jurisdiction in which the Product is being licensed. Should Licensee's use of the Product be determined to have infringed, or if, in Licensor's judgment, such use is likely to infringe, Licensor may, at its option: (i) procure for Licensee the right to continue using the Product; or (ii) replace or modify it to make its use non-infringing while not materially changing its functionality. If neither of the above are available on a basis that Licensor finds commercially reasonable, then, Licensor may terminate this Agreement, Licensee shall return the Product to Licensor and Licensor will refund to Licensee the un-amortized portion of the License Fee paid hereunder, based on a five-year estimated life.

9.2 This infringement indemnity does not cover claims arising from: (i) the combination of the Product with Products or services not provided by Licensor; (ii) the modification of the Product by any person, other than Licensor; (iii) modifications to the Product complying with or based upon designs, specifications or other information provided by or at the direction of Licensee; (iv) use of any portion of the Product in a manner not permitted or contemplated by this Agreement.

9.3 The indemnity in this Section 9 is contingent upon: (i) Licensee promptly notifying Licensor in writing of any claim which may give rise to a claim for indemnification; (ii) Licensor being allowed to control the defense and settlement of such claim; and (iii) Licensee cooperating with all reasonable requests of Licensor (at Licensor’s' expense) in defending or settling a claim. Licensee shall have the right, at its option and expense, to participate in the defense of any suit or proceeding through a counsel of its own choosing.

10. Term and Termination.

10.1 This Agreement shall commence on the Effective Date and shall remain in force until terminated as set forth in this Section. The Effective Date means the date Licensee accepts delivery of the Product; or the date upon which the License and Support and Maintenance Agreement to this Agreement are fully executed, whichever occurs first. During the first year, either party may cancel this Agreement with cause and have no further liability.

10.2 In accordance with the appropriate Product License Schedule, the provision of Maintenance will be as set forth on the License and Support Agreement. Licensee may terminate Maintenance at the end of such period by providing Licensor with written notice at least 30 days prior to the anniversary of the Effective Date. Either party may terminate Maintenance at any time upon 30 days prior written notice if the other party materially fails to comply with any of the terms and conditions of this Agreement and such failure is not cured by the end of such 30-day period.

10.3 Upon termination of this Agreement for cause, Licensee shall immediately cease using the Product, return all Product and all copies thereof, in whatever form, to Licensor, return to Licensor all Confidential Information in tangible form, destroy or erase any computer entries, database entries or any other recordation of Licensor Confidential Information. Each party, upon termination of this Agreement or otherwise upon demand, at the other party's option, shall either return to the other party or destroy and certify in writing to the other party the destruction of any and all documents, papers and materials and notes thereon in each party's possession, including copies or reproductions thereof, to the extent they contain Confidential Information.

11. Confidential Information.

11.1 Licensor agrees that all data and other information identified as confidential by Licensee, are confidential information of Licensee. Licensee agrees that the Product is the confidential information of Licensor. Licensee and Licensor confidential information are hereafter collectively referred to as "Confidential Information." The parties agree to use the same care and discretion to protect the Confidential Information of the other as it employs with similar information of its own.

11.2 Each party may disclose Confidential Information to its employees who have a need to know, provided that, prior to such disclosure, the disclosing party ensures that each such employee understands and agrees to the restrictions on use and disclosure of Confidential Information set forth in this Agreement. Neither party may disclose, copy, sell, assign, lease, rent or otherwise transfer Confidential Information to others without the prior written consent of the non-disclosing party with the exception that Licensor may publicly use the name and symbol of Licensee to refer to it as a customer.

11.3 Each party agrees that any actual or threatened use or disclosure of the Confidential Information by the other in a manner inconsistent with this Agreement may cause the non-disclosing party irreparable damage for which remedies other than injunctive relief might be inadequate, and the disclosing party agrees that the non-disclosing party may seek injunctive or other equitable relief restraining such prohibited use or disclosure.

12. Miscellaneous Provisions.

12.1 Licensee agrees not to transfer the Product to any country to which such transfer would be prohibited by any applicable export control law. Certain parts of the Product will be subject to United States and other country’s export regulations for high technology goods. Licensee warrants that it is not subject to any restriction on delivery of the Product to Licensee and agrees to comply with such regulations. If Licensee is an agency or instrumentality of the United States government, use, duplication or disclosure of the Product is subject to restrictions set forth in Subparagraphs (a) through (d) of the commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in Subparagraph c(i)(ii) of the Rights in Technical Data and Computer Program clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement. Contract Manufacturer is Universal Data Interface Corporation, 95 Wall Street, 21st Floor, New York, New York, 10005

12.2 Neither party may, nor shall have the power to, assign or transfer this Agreement or any rights or obligations hereunder, without the prior written consent of the other party, except that each party may, without consent, assign or transfer this Agreement or its rights or obligations hereunder to a successor to its business to which this Agreement relates, provided Licensor would not reasonably deem such successor to be a competitor of Licensor.

12.3 This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of law provisions thereof. Licensor and Licensee consent to the jurisdiction of the courts of the State of New York or the United States District Court for the Southern District of New York for the purpose of any action or proceeding brought by either party arising from this Agreement.

12.4 Any action for breach of this Agreement or any other action otherwise arising out of this Agreement must be commenced within one year from the date the right, claim, demand or cause of action first arose.

12.5 No third party is intended to be, and no third party shall be, a third party beneficiary of this Agreement or any provision hereof.

12.6 Licensor reserves the right to perform any of its obligations under this Agreement through a sub-contractor.

12.7 Any notice required or permitted to be given by either party under this Agreement shall be in writing and shall be personally delivered or sent by certified or registered letter to the other party at the address set forth on the License and Support Agreement, or such new address and attention as may from time to time be supplied hereunder by the parties hereto. Notices sent by certified mail shall be deemed Effective three business days after deposit, postage prepaid, in the mail.

SCHEDULE A: PRODUCT LICENSE TIERBROKER "EVALUATION" EDITION