REPORTMILL SOFTWARE, INC.

SOFTWARE LICENSE AGREEMENT

NOTICE -- READ THIS BEFORE DOWNLOADING, COPYING OR USING THE SOFTWARE

INSTALLING AND USING THE SOFTWARE ACCOMPANYING THIS LICENSE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS UNLESS YOU HAVE A DIFFERENT LICENSE AGREEMENT SIGNED BY REPORTMILL SOFTWARE, INC. READ ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT PRIOR TO INSTALLING OR USING THE SOFTWARE. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST DELETE THE SOFTWARE FROM YOUR HARDWARE.

PLEASE NOTE THAT YOU MAY NOT USE, COPY, MODIFY OR TRANSFER THE PROGRAM OR DOCUMENTATION OR ANY COPY, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.

1. Definitions.

For purposes of this Agreement the following terms shall have the meanings set forth below:

"Authorized Location" means any location or locations of Licensee's office or offices, now or hereafter in existence from time to time.

"Derivative Works" means any software programs, and copies thereof, which are developed by Licensee and which are based on or incorporate any part of the Licensed Software delivered by Licensor hereunder, including without limitation any revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which the Licensed Software may be recast, transformed or adapted, and that, if prepared without Licensor's authorization, would constitute a patent, copyright or trade secret infringement of the Licensed Software.

"Licensed Software" means Licensor's proprietary software (marketed by Licensor under the tradename ReportMill), as more fully described on Schedule A attached to this Agreement, including any updates, improvements or modifications hereinafter furnished to Licensee by Licensor in connection with the Licensed Software, whether requested by Licensee or initiated by Licensor.

"Licensee" means a person who (i) satisfies the licensing requirements set forth at www.reportmill.com/pricingisv.html, (ii) installs and uses Licensed Software, and (iii) pays the consideration to Licensor required by this Agreement.

"Licensee Products" means those Licensee products which incorporate the Licensed Software.

“Licensor” means ReportMill Software, Inc. and its successors and assigns.

"Licensor Documentation" means all written or electronic technical documentation furnished by Licensor during the term of this Agreement that relates to the Licensed Software, including without limitation any and all algorithms, listings, flow charts, operation instructions and other documentation.

1.1 Object Code. "Object Code" means the Licensed Software supplied by Licensor to Licensee hereunder, or Derivative Works developed by Licensee hereunder, in machine-readable, compiled object code form.

"Revenue" shall mean the gross amount actually received by or accrued to Licensee less sales taxes and customs duties and refunds for returns actually paid by Licensee from such amounts and bad debt written off as uncollectable (unless later collected) for (i) sale, distribution, or use of a Licensee Product; or (ii) the provision of products based in any part upon or using a Licensee Product.

"Software Upgrades" means new versions of the Licensed Software developed by Licensor that provide substantial new functionality or performance in addition to the features provided by the version of the Licensed Software described on Schedule A.

"Source Code" means the computer source code for the Licensed Software supplied by Licensor to Licensee hereunder, including any updates, improvements, or modifications hereinafter furnished to Licensee by Licensor in connection with the Source Code, whether requested by Licensee or initiated by Licensor.

"Source Materials" means:

(a) the computer source code for the Licensed Software supplied by Licensor to Licensee hereunder, including source code modifications containing Licensor's confidential information in human perceivable form; and

(b) all other human perceivable or readily reverse engineered descriptions and implementations of the Core Functionality or portion thereof.

2. License Grant.

2.1 Modification License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, under all of Licensor's intellectual property rights in and to the Licensed Software, a non-exclusive, non-transferable (except as provided in Section 9.1, below), worldwide license, without right to sublicense, of the Licensed Software, the Licensed Documentation, and the Source Code and the source materials, to use, modify, reproduce and prepare Derivative Works of the Source Code and the Licensor Documentation for the purpose of creating, maintaining and enhancing the Licensee Products. The parties acknowledge and agree that the Licensed Software, in Object Code or Derivative Works form, can be embedded in products offered for sale or license (with rights to sublicense) by Licensee ("Licensee Products”).

2.2 Object Code Reproduction License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, under all of Licensor's intellectual property rights in and to the Licensed Software, a non-exclusive, non-transferable license to reproduce, in Object Code format only, the Licensed Software and/or Derivative Works as part of the Licensee Products. Licensee shall make no use of any copies of the Licensed Software and/or Derivative Works reproduced pursuant to this Section 2.2 except as provided by the distribution license set forth in Section 2.3 below. Licensee shall be permitted to sublicense the reproduction rights granted under this Section 2.2 to third parties.

2.3 Distribution License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, under all of Licensor's intellectual property rights in and to the Licensed Software, a worldwide, non-exclusive, non-transferable license to distribute copies, in Object Code format only, of the Licensed Software and/or Derivative Works only as incorporated into the Licensee Products. Except as expressly provided in Section 2.4 below, Licensee shall have no right to sublicense the rights granted under this Section 2.3 by Licensor. Licensee shall not distribute or market the Licensed Software and/or Derivative Works in any manner except as expressly provided in this Section 2.3.

2.4 Sublicensing of Licensed Software by Licensee.

2.4.1 Restrictions. Each Licensee Product shall be distributed by Licensee or its distributors with a license, which applies to the Licensed Software and/or Derivative Works and which shall contain terms that protect Licensor's rights and satisfy Licensor’s obligations under applicable law at least to the extent provided in Licensor’s Software License Agreement set forth on Licensor’s website on the date hereof (www.reportmill.com/legal/license.html).

2.4.2 Warranties & Indemnity. Licensee shall be solely responsible for, and Licensor shall have no obligation to honor, any representations or warranties that Licensee provides with respect to the Licensee Products. Licensee shall be solely responsible for, and Licensor shall have no obligation to honor, any warranties that Licensee provides to its customers with respect to the Licensed Software, Derivative Works or Licensee Products. Licensee shall defend any claim against Licensor arising in connection with any such warranties to Licensee's customers, express, implied, statutory, or otherwise, and shall pay any settlements or damages awarded to Licensor that are based on any such warranty.

2.4.3 Infringements. Licensee agrees to use reasonable commercial efforts to enforce violations or infringements under any sublicense agreements for the Licensed Software and/or Derivative Works and to inform Licensor promptly of any known violation, infringement or breach.

2.5 Trademark Use and Protection. Subject to the terms of this Agreement, Licensor may supply to Licensee software, manuals, and related promotional materials bearing Licensor’s logos, designs and other trademarks which Licensor may adopt from time to time for use in connection with the Licensee Products (the “Marks”). Licensor hereby grants Licensee a non-exclusive, non-transferable license to use the Marks in connection with the Licensee Products to the extent reasonably necessary to allow Licensee to distribute and sell Licensee Products under this Agreement. Licensee acknowledges Licensor’s exclusive ownership of the Marks and agrees not to claim any right, title or interest in or to the Marks, or to apply for registration or register any of the Marks in any jurisdiction. Licensee acknowledges that all goodwill created or otherwise associated with the promotion, marketing, distribution and support of the Licensed Software and Marks shall accrue directly to the benefit of Licensor and shall be the sole and exclusive property of Licensor. Notwithstanding the preceding, Licensor acknowledges that Licensee will also benefit from acting as a Licensee of the Licensed Software. Licensee agrees not to use the Marks without Licensor’s prior written consent as to the specific manner of use. Licensee shall provide Licensor not less than thirty (30) days’ prior written notice of each proposed use of the Marks, including sufficient detail to permit an informed decision by Licensor.

2.6 Rights in Licensee Products and Derivative Products. The Derivative Works, the Licensee Products and any enhancements or improvements created by Licensee by embedding Licensor's intellectual property rights in such Products shall constitute the sole and exclusive property of Licensee.

2.7 Documentation. Licensee shall be responsible for preparing end-user documentation for Licensee Products that incorporates the Licensed Software and/or Derivative Works. For such purpose, Licensor hereby grants to Licensee a non-exclusive, non transferable license to modify and create derivative works of those portions of the Licensor Documentation that are not labeled "Licensor Confidential," proprietary or by a similar term and are designated by Licensor as usable for such purpose. Appropriate credits shall be given to Licensor in such documentation.

2.8 Ownership; Derivative Works. Licensor shall retain all right, title and interest, including all intellectual property rights, in and to the Licensed Software, Licensor Documentation and the Marks. The Licensee shall own all Derivative Works created solely by the Licensee to the extent that such ownership by Licensee of the Derivative Works shall not affect, abridge, encumber, diminish, or otherwise impair the intellectual and any other property rights of Licensor in and to the Licensed Software or the Marks.

2.9 Upgrades, Support and Enhancements to Source Code. If Licensee elects to obtain upgrades and enhancements to the Source Code, Licensor shall promptly make available to Licensee any upgrades, modifications, revisions or enhancements to the Source Code (the "Upgrade Services"). As a condition to making Upgrade Services available, Licensee first shall pay Licensor such annual upgrade fees as are announced by Licensor and posted at www.reportmill.com/pricingisv.html, or such other URL as Licensor may specify.

2.10 Competitive Products. During the term of this Agreement, Licensee agrees not to create, market or distribute Licensee Products incorporating Licensed Software into a product intended to compete with Licensed Software.

3. Warranties.

Licensor Warranty Disclaimer. EXCEPT AS SET FORTH IN THIS SECTION 3, LICENSOR AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES TO LICENSEE OR ITS CUSTOMERS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE LICENSED SOFTWARE OR DERIVATIVE WORKS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL LICENSOR OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT DAMAGES OR OTHER RELIEF ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF SUCH USE OR INABILITY TO USE THE PROGRAM, EVEN IF LICENSOR, ITS LICENSORS OR AN AUTHORIZED LICENSOR DEALER, DISTRIBUTOR OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

4. Royalties; Term.

Unless specified in a separate addendum signed by Licensor, Licensee shall pay to Licensor royalties in the amounts, and on the terms and conditions, specified at www.reportmill.com/pricingisv.html or at such other URL as Licensor may specify.

5. Term and Termination.

5.1 Term. This Agreement shall become effective on the Effective Date and shall remain in effect in for a period ending when Licensee has sold all Licensee Products for which Licensor has been compensated in accordance with this Agreement. Licenses to sell additional Licensee Products shall be available to the extent and on the terms specified by Licensor at the time such license is sought.

5.2 Termination – Breach. If Licensee defaults in a payment or other material obligation under this Agreement and continues in default for a period of thirty (30) days after written notice of default is given to it by the Licensor, Licensor may terminate and cancel this Agreement, in accordance with the provisions of this Section 5, upon written notice of termination given to Licensee.

5.3 Effect of Termination. Upon termination of this Agreement, (i) the rights and licenses granted to Licensee pursuant to this Agreement shall terminate after expiration of a ninety (90) day run-off period. Licensee shall cease to use all intellectual property of Licensor after expiration of a ninety (90) day run-off period. Notwithstanding the above, Licensee shall have the limited, perpetual right to support all of its customers using Licensee Products, but in no event will support be construed as including the right to manufacture or sell. For sales after termination of this Agreement for which royalties have not been previously paid, Licensee shall pay Licensor, within 120 days after termination, royalties equal to five percent (5%) of Licensee’s Revenues.

5.4 Survival. The provisions of Section 2.6 (Rights in Licensee Products and Derivative Works), Section 2.8 (Ownership; Derivative Works), Section 3 (Licensor Warranty Disclaimer), Section 5.3 (Effect of Termination), Section 8 (Limitation of Liability) and Section 6 (Miscellaneous) shall survive the termination or cancellation of this Agreement for any reason.

6. Miscellaneous.

6.1 Applicable Law. This license will be governed by the laws of the State of Texas, without reference to conflicts of laws principles. The United Nations Convention on Contracts for the Sale of Goods does not apply to this license.

6.2 Export Controls. The Program and the underlying information and technology may not be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the US Treasury Department’s list of Specially Designated Nationals or the US Commerce Department’s Table of Deny Orders. By downloading or using the Program, Licensee is agreeing to the foregoing and Licensee represents and warrants that it is not located in, under the control of, or a national or resident of any such country or on any such list.

6.3 US Government End Users. The Program is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all US Government End Users acquire only those rights in the Program and the Documentation that are provided by this Agreement.

6.4 No Other Agreements. This Agreement, together with any addenda or amendments executed by both parties hereto, constitutes the entire agreement between the parties hereto, and supersedes any other written or oral agreement.

6.5 Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.

Licensee may contact Licensor in writing at: ReportMill Software, Inc., 4504 Trotter Lane, Flower Mound, Texas 75028.