Copyright Envision Corporation. 2002. All rights reserved.

Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/.

ASSIGNMENT OF RIGHTS IN COMPUTER SOFTWARE (WITH RESERVATION OF SOME RIGHTS)

!his Assign0ent of All &ights in Co0p1ter Software 2the 3Agree0ent45 is 0ade and effective 6%A!E7+

BETWEEN:

[SOFTWARE OWNER NAME] 2the 8Software (wner85+ a corporation organi9ed and e:isting 1nder the laws of the 6S!A!E;P&(- $CE7+ with its head office located at<

AND:

[SOFTWARE BUYER NAME] 2the 8Software *1yer85+ a corporation organi9ed and e:isting 1nder the laws of the 6S!A!E;P&(- $CE7+ with its head office located at<

RECITALS A. Software (wner represents and warrants that it has f1ll and co0plete ownership of all right+ title+ and interest in and to certain co0p1ter software progra0s co00only =nown as 6 %E$! ,'7 and which are described in 0ore detail in E:hibit 3A4 attached hereto 2hereinafter referred to as the Assign0ent of All &ights in Co0p1ter Software Page > of ?

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

3P1rchased Software45+ incl1ding b1t not li0ited to all Copyrights+ !rade0ar=s+ !rade na0es+ Service .ar=s+ Patents+ and other proprietary rights associated with s1ch P1rchased Software. B. Software (wner has 0ar=eted the P1rchased Software to the general p1blic p1rs1ant to the ter0s of standard for0 end 1ser software licenses+ in for0 attached hereto as E:hibit 3*4 23End User "icense45. C. Attached hereto as E:hibit 3C4 is a list of all third parties to which Software (wner has licensed the right to 1se the P1rchased Software p1rs1ant to the ter0s of the End User "icense+ together with the identifying co0pany na0e+ address and telephone n10ber of each s1ch licensee. D. Software *1yer wished to p1rchase fro0 the Software (wner+ all right+ title and interest in and to the P1rchased Software and to ass10e all obligations 1nder the End User "icenses. E. Software (wner wishes to sell the P1rchased Software to the Software *1yer and convey and assign the End User "icenses to the Software *1yer+ all in accordance with the ter0s and conditions set forth in this Agree0ent. F. Software (wner wished to retain certain li0ited right to 1se the P1rchased Software for p1rposes that are 1nrelated to the b1siness of licensing the P1rchased Software to end 1sers and wishes to ta=e a license bac= of certain li0ited rights to 1se the P1rchased Software $(/ !)E&E,(&E+ for good and val1able consideration+ the receipt and s1fficiency of which is hereby ac=nowledged+ the parties agree to the following ter0s and conditions relative to the sale and p1rchase of the P1rchased Software.

Assign0ent of All &ights in Co0p1ter Software Page 2 of ?

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

1. PURCHASE AND SALE

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.
1.1 Software (wner hereby transfers and conveys to the Software *1yer+ for the P1rchase Price described herein+ and s1b@ect to the ter0s and conditions set forth in this Agree0ent+ all of the Software (wnerAs right+ title and interest in and to the P1rchased Software+ in perpet1ity+ e:cl1sive to the rights of any other party+ incl1ding b1t not li0ited to any and all copyrights and rights to copyright the P1rchased Software+ all of the e:cl1sive rights of the owner of a copyright 1nder the 6C(U$!&'7 Copyright Act+ and all trade0ar=s and trade na0es 1sed in connection with s1ch P1rchased Software+ incl1ding b1t not li0ited to the na0e 6$A.E7. !he rights transferred and conveyed to the Software *1yer here1nder shall incl1de+ b1t shall not be li0ited to the following< 6%ESC& *E7 1.3 !he Copyright and right to Copyright the P1rchased Software and all co0ponents and f1nctions thereof+ incl1ding b1t not li0ited to the rights 1nder the Copyright &egistered with the 6C(U$!&'7 Copyright (ffice as 6&E# S!&A! ($ $U.*E&7+ the original certificate of registration to be delivered to the Software *1yer. Any and all international copyrights or the right to clai0 copyright protection 1nder all international laws+ treaties and conventions and the right to clai0 copyright protection 1nder the laws of every co1ntry and @1risdiction in the world to the e:tent available. &ight+ title and ownership in and to all 0edia containing copies of the P1rchased Progra0+ incl1ding b1t not li0ited to C%As+ floppy discs+ and all other 0edia contained copies of the P1rchased Software. All right+ title and interest in and to all doc10entation+ t1torials+ instr1ctions+ help g1ides and files+ and all other doc10ents and ite0s relative to the P1rchased Software+ and all proprietary rights+ incl1ding Copyrights and other rights related thereto. Page B of ?

1.2

1.4

1.5

1.6

Assign0ent of All &ights in Co0p1ter Software

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

1.7

All right+ title and interest of the Software (wner to all 0odifications+ enhance0ents+ i0prove0ents+ derivative wor=s and other wor=s based in whole or in part 1pon the P1rchased Software. All right+ title+ and interest of the Software (wner in+ to and 1nder all license+ agree0ent+ contracts+ leases and other doc10ents to which the Software (wner is a party or third party beneficiary which pertain+ directly or indirectly+ to the P1rchased Software. All rights to enter into license agree0ents with parties who 0ay c1rrently be 1sing 3shareware4 versions of the P1rchased Software.

1.8

1.9

1.10 All c1sto0er lists+ shareware 1ser lists and other doc10entation relative to the P1rchased Software. 1.11 Software (wner shall retain+ and Software *1yer hereby grants to the Software (wner+ a nonC e:cl1sive+ royalty free+ worldwide+ irrevocable+ perpet1al license and right to 1se+ display+ p1blish+ p1blicly perfor0+ s1blicense+ distrib1te+ reprod1ce+ 0odify+ enhance+ and create derivative wor=s based 1pon the P1rchased Software and doc10entation so long as s1ch 1se by the Software (wner does not 0aterially interfere with the Software *1yerAs b1siness of licensing the P1rchased Software to end 1sers p1rs1ant to the end 1ser licenses. 1.12 Software (wner shall not be per0itted to offer for sale or license to the general p1blic any prod1ct that is s1bstantially eD1ivalent or si0ilar to the 1se that the end 1sers have for the P1rchased Software.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.
2. SHAREWARE SOURCES 2.1 Upon e:ec1tion hereof+ Software (wner shall deliver to the Software *1yer+ a co0plete and acc1rate listing of all web sites+ software pac=ages+ and other 0edia in which the P1rchased Software has been incl1ded as Shareware and;or %e0onstration -ersions. 2.2 Upon e:ec1tion hereof+ Software (wner shall deliver to Software *1yer a co0plete and acc1rate listing of all infor0ation in its possession regarding software 1sers who have downloaded the P1rchased Software as Shareware or %e0onstration -ersions fro0 the nternet sites on which the P1rchased Software is available for download as Shareware. 2.3 !he Software *1yer shall have the right to any and all reven1es arising fro0 the licensing of the P1rchased Software arising fro0 all shareware so1rces. Assign0ent of All &ights in Co0p1ter Software Page E of ?

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

2.4 !he Software Seller represents and warrants to the software b1yer that it has never offered the P1rchased Software as 3freeware4 thro1gh any so1rce. 3. DELIVERY OF MEDIA AND DOCUMENTATION 3.1 Upon e:ec1tion of this Agree0ent+ Software (wner shall deliver and convey to the Software *1yer 2i5 all 0edia containing copies of the P1rchased Software in any for0+ 2ii5 all 0edia containing ob@ect code for0ats of the P1rchased Software+ 2iii5 three 2B5 0aster copies of the P1rchased Software on C%+ which 0aster copies shall incl1de both the so1rce code and ob@ect code for0s of the P1rchased Software+ 2iv5 all doc10entation+ help files+ and other doc10entation described in this Agree0ent+ 2v5 all c1sto0er lists+ shareware lists and other listings reD1ired by the ter0s of this Agree0ent+ 2vi5 original Certificates of &egistration of all aspects of the P1rchased Software and other rights conveyed here1nder+ 2vii5 an originally e:ec1ted Assign0ent of Copyright+ in for0 recordable in the office of the &egistrar of Copyrights+ pertaining to all copyrights to be conveyed here1nder+ 2viii5 all other reports and doc10ents pertain to the P1rchased Software+ incl1ding b1t not li0ited to error reported+ vir1s reports+ c1sto0er co0plaints+ c1sto0er enhance0ent and i0prove0ent+ enhance0ent plans+ specifications+ sche0atics+ s1ggestions+ internal 0e0orand10+ and related correspondence. 3.2 Software (wner shall retain doc10entation and 0edia reasonably necessary for the Software (wner to f1lly e:ercise the rights that are licensed to and retained by the Software (wner p1rs1ant to this Agree0ent. S1ch doc10entation and 0edia shall incl1de copies of the so1rce code+ syste0 doc10entation+ operation principals+ sche0atics and s1ch other 0aterials that are reD1ired to 0a=e the P1rchased Software f1nctional and 1nderstandable and to f1lly effect1ate the retained license to Software (wner. 4. SOFTWARE OWNER REPRESENTATIONS AND WARRANTIES Software (wner 0a=es the following representations and warranties to the Software *1yer as 0aterial ind1ce0ents for the Software *1yer to enter into this transaction and to p1rchase the P1rchased Software. All s1ch representations and warranties shall s1rvive the conveyance of the P1rchased Software. 4.1 Software (wner has the e:cl1sive rights in and to the P1rchased Software+ incl1ding all tangible and intangible property rights to all co0ponents of the P1rchased Software and other ite0s conveyed here1nder and the P1rchased Software does not infringe 1pon or interfere with the patents+ copyrights trade0ar=s+ trade secrets or other proprietary rights of any other party.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.
4.2 Software (wner 2or bona fide e0ployees5 perfor0ed all wor= related to the develop0ent of the P1rchased Software and all other ite0s conveyed here1nder+ and as s1ch+ the Software (wner is the 3a1thor4 of the P1rchased Software as that ter0 is defined 1nder the 6C(U$!&'7 Copyright Act.

Assign0ent of All &ights in Co0p1ter Software Page F of ?

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

4.3 !he P1rchased Software is free and clear of all liens+ enc10brances+ clai0s+ s1its+ lis pendens+ eD1ities+ s1its+ attach0ents+ or any other right or clai0 of any third party. 4.4 !he P1rchased Software is f1lly eligible for protection 1nder the 6C(U$!&'7 Copyright Act as an original wor= of a1thorship of the Software (wner and 1pon cons100ation of the conveyance described herein all s1ch rights will be conveyed 1nconditionally and in perpet1ity to the Software *1yer. 4.5 ,ro0 and after the date hereof+ Software (wner shall not disclose and shall ta=e all affir0ative actions necessary to protect against the disclos1re or 1se 21se by any third party or by the Software (wner5 of all proprietary technical infor0ation related to the develop0ent of the P1rchased Software. Software (wner ac=nowledges and agrees that all s1ch infor0ation is proprietarily connected to the P1rchase Software and that the release+ disclos1re or 1se of s1ch infor0ation wo1ld have an adverse affect on the ability of the Software b1yer to 1se and e:ploit the P1rchased Software. As s1ch+ s1ch infor0ation shall be considered a 3trade secret4 of the Software *1yer. 4.6 All so1rce code and other syste0s specifications have been protected as trade secrets and have not been disclosed to any other party. All e0ployees who have had access to any of the sa0e are bo1nd to enforceable confidentiality agree0ents. 4.7 Appropriate copyright notices have been incl1ded on all p1blications of the P1rchased Software.

4.8 Any and all independent contractors who have contrib1ted any aspect of the develop0ent of the P1rchased Software have assigned and conveyed all of their rights in and to any aspect of the P1rchased Software to the Software (wner so that 1pon conveyance here1nder to the Software *1yer+ Software *1yer will have f1ll and 1nrestricted title and right to all aspects of the P1rchased Software and will not be s1b@ect to any clai0s fro0 any s1ch independent contractor or any other party. 4.9 Software (wner has not entered into any re0ar=eter agree0ents+ distrib1tions agree0ents or licenses+ or any other agree0ents that licenses or gives and right to any other party or places any obligation on the Software (wner regarding the 0ar=eting+ sale or advertising of the P1rchased Software. 5. LICENSE AGREEMENTS 5.1 Software (wner represents and warrants to the Software P1rchaser that it has not granted or licensed any rights to 1se the P1rchased Software to any party e:cept for those parties ho have licensed the 1se of the P1rchased Software p1rs1ant to the EndCUser "icense+ which parties are co0pletely listed in E:hibit 3*4 attached hereto. 5.2 Software (wner represents and warrants to the Software P1rchaser that a valid and enforceable EndCUser "icense is in f1ll force and effect with each of the end 1sers listed in E:hibit 3*4 attached hereto and that only the for0 of EndCUser "icense attached hereto as E:hibit 3A4 has been 1sed in connection with the license of any rights to 1se the P1rchased Software. S1ch EndC User "icenses have not been a0ended or 0odified in any way fro0 the for0 attached hereto as E:hibit 3A4. 5.3 $either Software (wner nor any other party to and EndCUser "icense is in defa1lt 1nder their obligations 1nder s1ch license.

Assign0ent of All &ights in Co0p1ter Software Page G of ?

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

5.4 Software (wner represents and warrants that there are no services reD1ired to be rendered in connection with any EndCUser "icense+ incl1ding b1t not li0ited to and training+ warranty coverage+ enhance0ents+ 0odifications+ c1sto0er s1pport or any other service and Software (wner inde0nifies and holds Software b1yer har0less fro0 and against any and all costs associated with the sa0e. 5.5 Software (wner represents and warrants that each endCUser "icense is f1lly assignable to the Software P1rchaser witho1t the reD1ire0ent of receiving any consent or approval fro0 the end 1ser or any other party. 5.6 All EndCUser "icenses are hereby transferred and conveyed to the Software *1yer. E:cept as specifically provided herein+ Software *1yer ass10es all responsibility with respect to the EndC User "icense e:cept that Software (wner retains responsibility for all 0atters which accr1ed prior to the date of this Agree0ent. 5.7 Software (wner shall retain any and all a0o1nt paid to the Software (wner relative to the EndC User "icenses prior to the date of this Agree0ent. Software *1yer shall retain all reven1es received relative to the EndCUser "icenses on or after the date of this Agree0ent. 5.8 Software (wner shall be obligated to notify all end 1sers listed on E:hibit 3*4 hereto that Software (wner has sold and conveyed the P1rchased Software to the Software *1yer. S1ch notification shall incl1de be in for0 reasonably satisfactory in for0 and content to the Software *1yer. S1ch notices shall be trans0itted within ten 2>05 days of the date hereof. Any s1bseD1ent co001nication with respect to the P1rchased Software shall be directed to the Software *1yer. 6. DOCUMENTS OF CONVEYANCE AND FURTHER ACTS 6.1 Software (wner shall have an ongoing obligation following the date of this Agree0ent to e:ec1te any doc10ents of conveyance and to ta=e all f1rther actions reasonably reD1ired by the Software *1yer to f1lly transfer ownership in all ite0s being conveyed here1nder to the Software *1yer and to record said assign0ents with all applicable govern0ental offices and confir0 the Software *1yerAs ownership to any third party. 6.2 !he reD1ire0ent to e:ec1te f1rther doc10ents and ta=e f1rther actions shall incl1de+ b1t shall not be li0ited to 2i5 e:ec1tion+ ac=nowledge0ents and delivery of affidavits+ assign0ents+ deeds+ bills of sale+ confir0ations+ certificates and other doc10ents+ 2ii5 providing depositions and co1rt testi0ony confir0ing ownership and conveyance+ 2iii5 e:ec1ting certificates to a1ditors+ and 2iv5 s1ch other actions that are reasonably reD1ested by the Software *1yer.

6.3 Software *1yer shall have an ongoing obligation following the date of this Agree0ent to e:ec1te and doc10ents and ta=e all f1rther actions reasonably reD1ired by the Software (wner to confir0 and effect1ate the "icense to 1se the P1rchased Software that is retained by and granted to the Software (wner here1nder.

7. LIMITATIONS ON WARRANTIES Assign0ent of All &ights in Co0p1ter Software Page H of ?

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

7.1 Software (wner represents and warrants+ in addition to the other representations and warranties containing in this Agree0ent+ that the P1rchased Software f1nctions in f1ll confor0ance with the Software Specifications that have been provided to the Software *1yer in all 0aterial respects. Software (wner shall be responsible to the Software *1yer for all costs and e:penses of the Software *1yer that are necessary to ca1se the P1rchased Software to f1nction to specification as a whole or in connection with any EndCUser. 7.2 E:cept as otherwise specifically warranted in this Agree0ent+ S(,!/A&E (/$E& % SC"A .S A"" (!)E& /A&&A$! ES (, A$' I $%+ EJP&ESS (& .P" E%+ $C"U% $# *U! $(! " . !E% !( A$' /A&&A$!' (, .E&C)A$! * " !' (& , !$ESS ,(& A PA&! CU"A& PU&P(SE. 8. MISCELLANEOUS PROVISIONS

0.1 Any notification or written co001nication reD1ired by or conte0plated 1nder the ter0s of this
Agree0ent shall be in writing and shall dee0ed to be delivered if trans0itted via E0ail at the E0ail addresses listed below+ e:cept for any notice of ter0ination of this Agree0ent which shall be in writing and sent by Certified .ail+ &et1rn &eceipt &eD1ested and shall be dee0ed to have been delivered 6$U.*E&7 b1siness days after the date of 0ailing. E0ail addresses for s1ch notices shall be< f !o Software *1yer< f !o Software (wner< 6E.A " A%%&ESS7 6E.A " A%%&ESS7

0.2 $either this Agree0ent nor any right+ interest+ d1ty or obligation here1nder 0ay be assigned by
the parties hereto e:cept that the representations and warranties 0ade by the Software (wner shall s1rvive the transfer of the P1rchased Software and shall be for the benefit of any s1bseD1ent assignee or p1rchaser of the P1rchased Software fro0 the Software *1yer.

0.2 n interpreting the ter0s of this Agree0ent+ the parties agree that the laws of the State of
6S!A!E;P&(- $CE7 shall be applicable.

0.3 !his Agree0ent contains the entire agree0ent and 1nderstanding of the parties with respect to
the s1b@ect 0atter hereof and s1percedes and replaces all prior disc1ssions+ agree0ents+ proposals+ 1nderstandings+ whether orally or in writing+ between the parties related to the s1b@ect 0atter of this Agree0ent. !his Agree0ent 0ay be changed+ 0odified or a0ended only in a written agree0ent that is d1ly e:ec1ted by a1thori9ed representatives of the parties. $o partyAs waiver of any breach or acco00odation to the other party shall be dee0ed to be a waiver of any s1bseD1ent breach. $ / !$ESS /)E&E(,+ the parties have e:ec1ted this Agree0ent on the dates set forth first above+ with f1ll =nowledge of its content and significance and intending to be legally bo1nd by the ter0s hereof. S(,!/A&E (/$E& S(,!/A&E *U'E&

A1thori9ed Signat1re

A1thori9ed Signat1re

Assign0ent of All &ights in Co0p1ter Software Page K of ?

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Print $a0e and !itle

Print $a0e and !itle

Assign0ent of All &ights in Co0p1ter Software Page ? of ?