Partial Assignment of License Agreement Among FindEx.com, Inc., Riverdeep,
      Inc., LLC and ACS Technologies Group, Inc.


    Exhibit
      10.28


    PARTIAL
      ASSIGNMENT OF LICENSE AGREEMENT

    


    


    This
      Partial Assignment of License Agreement (this “Agreement”) is made as of the
      11th
      day of
      October, 2007 by and among Findex.com, Inc., a Nevada corporation with its
      principal place of business located at 620 North 129th
      Street,
      Omaha, NE 68154 (“Assignor”), ACS Technologies Group, Inc., a South Carolina
      corporation with its principal place of business located at 180 Dunbarton Drive,
      Florence, SC 29501 (“Assignee”), and Riverdeep Inc., A Limited Liability
      Company, a Delaware LLC, with its principal place of business located at 100
      Pine Street, Suite 1900, San Francisco, CA 94111 (“Licensor”) (Assignor,
      Assignee and Licensor shall be referred to hereinafter individually as a “party”
and collectively as the “parties”). 

    


    WHEREAS,
      Licensor is the current owner of certain intellectual property relating to
      a
      church management and administration software product currently marketed and
      known as “Membership Plus” (the “Membership Plus Intellectual Property”) which
      Membership Plus Intellectual Property, among other intellectual property, was
      licensed to Assignor pursuant to a certain Software License Agreement dated
      June
      30, 1999 between Assignor and Parsons Technology, Inc., a California
      corporation, a copy of which is annexed hereto as Exhibit A (the “License
      Agreement”); 

    


    WHEREAS,
      Assignor maintains certain rights under the License Agreement as of the date
      hereof, but now wishes to assign such rights to Assignee as part of an asset
      sale conveying the Membership Plus product line and business (the “Contemplated
      Asset Sale”) involving, inter
      alia,
      a
      certain asset purchase agreement by and between Assignor and Assignee entered
      into contemporaneously herewith (the “Asset Purchase Agreement”); 

    


    WHEREAS,
      as part of the Contemplated Asset Sale, and included in the Asset Purchase
      Agreement, Assignee wishes to acquire all of Assignor’s rights and interest in
      and to all of the Membership Plus Intellectual Property under the License
      Agreement; 

    


    WHEREAS,
      in accordance with Section 13.3 of the License Agreement, a valid assignment
      of
      Assignor’s rights and interest in and to all of the Membership Plus Intellectual
      Property under the License Agreement requires the express written consent of
      Licensor; 

    


    WHEREAS,
      subject to the terms and provisions contained herein, Licensor desires to
      provide the requisite consent to the contemplated assignment on a partial
      assignment basis and subject to the written terms and conditions of an agreement
      by and between Licensor and Assignor; and

    


    WHEREAS,
      Licensor is not a party to the Asset Purchase Agreement; 

    


    NOW,
      the
      parties hereby agree as follows: 

    


    1. Assignment.
      In
      consideration of the “Purchase Price” (as defined in the Asset Purchase
      Agreement) paid by the Assignee to the Assignor pursuant to the Asset Purchase
      Agreement, Assignor irrevocably assigns to Assignee all of its rights, title
      and
      interest in and to the Acquired Assets (as defined in the Asset Purchase
      Agreement), including without limitation all rights, title and interest of
      Assignor specifically associated with or corresponding to the Membership Plus
      Intellectual Property arising under the License Agreement.

    


    2. Assumption
      of Obligations.
      Assignee expressly assumes all economic and other obligations of Assignor
      specifically associated with or corresponding to the Membership Plus
      Intellectual Property arising under the License Agreement and maturing or to
      be
      performed from and after the date hereof; provided,
      however,
      that
      Assignee shall not be deemed to have assumed any obligations under the License
      Agreement maturing or to be performed prior to the date hereof or associated
      with or corresponding to any licensed intellectual property other than the
      Membership Plus Intellectual Property. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    3. Contingent
      Reversion of Obligations.
      Notwithstanding the assignments noted herein, Assignor expressly guarantees
      all
      economic and other obligations under the License Agreement, including without
      limitation, any indemnification obligations.

    


    4. Indemnification
      By Assignor.
      From
      and after the date hereof, Assignor shall reimburse, indemnify and hold harmless
      Licensor against and in respect of:

    


    (a) any
      and
      all damages, losses, deficiencies, liabilities, costs and expenses incurred
      or
      suffered by Licensor that result from, relate to or arise out of any and all
      claims made by Assignee with respect to the License Agreement or any breach
      thereof; and

    


    (b) any
      and
      all actions, judgments, costs and other expenses (including, without limitation,
      reasonable legal fees) incident to any of the foregoing.

    


    5. Consent
      of Licensor; Amendment of License Agreement.
      Subject
      to the terms and conditions set forth in this Agreement, and specifically for
      purposes of Section 13.3 of the License Agreement, Licensor consents to the
      assignment by Assignor to Assignee of all rights, title and interest of Assignor
      specifically associated with or corresponding to the Membership Plus
      Intellectual Property arising under the License Agreement. The parties expressly
      acknowledge and agree that the licenses granted to Assignor and Assignee under
      the License Agreement are perpetual, as set forth in Sections 2.1 and 2.2 of
      the
      License Agreement. For clarification purposes, the provisions of Section 5.4
      of
      the License Agreement are hereby deleted in their entirety and replaced with
      the
      following: “Sections 1, 2, 3, 5.4, 6, 8, 9, 10, 11, 12 and 13 of this Agreement
      shall survive any termination of this Agreement.”

    


    6.
       Entire
      Agreement.
      Except
      for the License Agreement, the Asset Purchase Agreement, and any other
      agreements executed contemporaneously herewith as part of the Contemplated
      Asset
      Sale, this Agreement, contains the entire understanding and agreement between
      or
      among the parties hereto with respect to its subject matter and supersedes
      any
      prior or contemporaneous written or oral agreements, representations or
      warranties between or among them respecting the subject matter hereof.


    


    7.
       Amendment.
      This
      Agreement may be amended only by a writing signed by each of the parties.


    


    8.
       Severability.
      If any
      term, provision, covenant or condition of this Agreement, or the application
      thereof to any person, place or circumstance, shall be held by a court of
      competent jurisdiction to be invalid, unenforceable or void, the remainder
      of
      this Agreement and such term, provision, covenant or condition as applied to
      other persons, places and circumstances shall remain in full force and effect.
      

    


    9.
       Agreement
      to Perform Necessary Acts.
      Assignor and Assignee shall each perform any further acts and execute and
      deliver any documents that may be reasonably necessary to carry out the
      provisions of this Agreement. 

    


    10.
       Governing
      Law.
      This
      Agreement shall be construed in accordance with, and all actions arising
      hereunder shall be governed by, the laws of the State of California.


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF,
      this
      Agreement has been duly executed as of the day and year first above
      written.

    


    FINDEX.COM,
      INC.   ACS
      TECHNOLOGIES GROUP, INC.

    


    


    


    


    By:
      /s/
      Steven Malone   By:
      /s/
      J. Craig Hearon

    Name:
      Steven Malone   Name:
      J.
      Craig Hearon   

    Title:
      Chief Executive Officer    Title:
      Chief Operating and Financial Officer  

    


    


    RIVERDEEP
      INC., A LIMITED LIABILITY COMPANY

     

    
 

    By:
      /s/
      Kirsten N. Mellor 

    Name:
      Kirsten N. Mellor       

    Title:
      Vice President