Exhibit
        10.14
  **CERTAIN
        INFORMATION (INDICATED BY ASTERISKS) IN THIS EXHIBIT HAS BEEN
        OMITTED**
 **AND
        FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION.**
 **CONFIDENTIAL
        TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED**
 **PORTIONS.**




**ONEVISION** **®** **SERVICE AND SOFTWARE LICENSE AGREEMENT**




This
      Agreement is entered into effective as of the 25th day of April, 2007
      (“Effective Date”), by and between ForgeHouse, LLC, a limited liability company
      organized and existing under the laws of the state of Georgia, US (hereinafter
      referred to as “FORGEHOUSE”), and Securitas Security Services USA, Inc., a
      corporation organized and existing under the laws of the state of Delaware,
      US
      (hereinafter referred to as "LICENSEE”).




WHEREAS,
      FORGEHOUSE has developed a web-based service and related computer software
      for
      use, *inter
      alia,* in
      building security services and is willing to provide such services, grant a
      license to such software, and sell related equipment to LICENSEE on the terms
      and conditions herein; and




WHEREAS,
      LICENSEE is desirous of obtaining the web-based service, the software, and
      the
      equipment from FORGEHOUSE in accordance with the terms and provisions
      hereinafter set forth.




NOW,
      THEREFORE, in consideration of the mutual promises, premises, and covenants
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, FORGEHOUSE and LICENSEE hereby
      agree as follows:




1.  DEFINITIONS




1.1  “Devices”
      means the personal computers (“PCs”) and personal digital assistants (“PDAs”)
      and related cabling and other equipment owned and controlled by LICENSEE or
      obtained from FORGEHOUSE, in use at Locations that allows for the use of the
      Licensed Software to access the Service.




1.2  “Documentation”
      means the published documentation for the Service and the Licensed Software
      provided by FORGEHOUSE to LICENSEE.




1.3  “Host
      Computer” means the computer(s) and associated hardware and software owned and
      operated by FORGEHOUSE at FORGEHOUSE’s location(s) on which the main operating
      component modules of the “OneVision SV version x.x” computer software resides
      and that FORGEHOUSE will use to provide the Service to LICENSEE.




1.4  “Licensed
      Software” means the “OneVision SV version x.x” client computer software version
      for personal computers and the “OneVision SV version x.x” client computer
      software version for PDAs and any new releases and versions thereof that
      FORGEHOUSE provides from time to time to its customer base without additional
      charge.




1.5  “Locations”
      means the buildings or other physical structures of LICENSEE’s customers in the
      United States and its territories and possessions at which LICENSEE provides
      its
      facility security services.







1.6  “Pricing
      Schedule” means Exhibit A.




1.7  “Service”
      means the online provision of comprehensive security management tools for
      facility security services using the OneVision SV version x.x software and
      the
      Host Computer.




1.8  “Specifications”
      means the technical specifications regarding the Service and the Licensed
      Software in the Documentation.




2.  PROVISION
      OF SERVICE; LICENSE GRANT




2.1  During
      the term of this Agreement, FORGEHOUSE will provide the Service to LICENSEE
      and
      LICENSEE will accept and use the Service. LICENSEE will notify FORGEHOUSE of
      each type of Service access needed based on the Service types set forth on
      Exhibit A and FORGEHOUSE will provide LICENSEE with the necessary Devices,
      if
      applicable, at LICENSEE’s cost per Section 4.4 below, as well as any necessary
      codes, users names or passwords needed to access the Service. LICENSEE agrees
      to
      use the Service at all times in accordance with the Documentation and solely
      for
      purposes of assisting LICENSEE to provide security services to its customers
      at
      Locations. The Service will be provided twenty-four
      hours (24) per day, seven (7) days per week (“24x7”) except
      as
      set forth in Section 7.2.




2.2  Personal
      computers, monitors, keyboards, cabling and other equipment may be purchased
      from third parties, but must meet the minimum technical specifications set
      by
      FORGEHOUSE from time to time.




2.3  During
      the term of this Agreement, FORGEHOUSE hereby grants to LICENSEE, and LICENSEE
      hereby accepts, a, non-transferable, limited license to use the Licensed
      Software at the Locations solely for purposes of LICENSEE’s provision of facility security
      services to its customers. This license includes the right to copy a master
      disk
      of the Licensed Software that will include the “ThickClient” version of the
      Licensed Software for PCs, the “MORe” version of the Licensed Software for PDAs,
      and the “Desktop Administrator” version of the Licensed Software for Managers
      and Administrators, and the Documentation solely for the number of licenses
      paid
      for and solely for installation and use of the Licensed Software on Devices
      used
      by Licensee for accessing the Service at Locations. This license shall be
      exclusive for LICENSEE’s customized versions of the Licensed Software as set
      forth in more detail in Exhibit B and subject to the other terms and conditions
      set forth on Exhibit B and this Agreement. Notwithstanding the limitation to
      Locations set forth in the first sentence of this Section 2.3, LICENSEE’s users
      who use the Service under a manager/administrator’s Service Fee (as defined
      below), may access the Service from any location in the United States. Upon
      LICENSEE’s failure to meet the requirements for exclusivity set forth in
      Exclusivity Requirements, the license granted in this Section 2.2 will
      automatically revert to a non-exclusive license.


2.4  FORGEHOUSE
      agrees to provide LICENSEE with a set of existing Documentation for the Licensed
      Software.




2.5  The
      parties agree that all rights, including, but not limited to, rights under
      the
      federal copyright and patent laws and the trade secret laws, to the Service,
      the
      Licensed Software and the Documentation are and shall remain the sole and
      exclusive property of FORGEHOUSE. LICENSEE agrees not to challenge FORGEHOUSE’s
      ownership in or enforceability of FORGEHOUSE’s rights in and to the Licensed
      Software, the Service or the Documentation. With regard to LICENSEE’s requested
      modifications to the Licensed Software the parties agree that such modifications
      will be, owned by FORGEHOUSE, but LICENSEE will be allowed exclusive use of
      such
      modifications for a period of four (4) months. LICENSEE shall not make
      application, domestically or internationally, for any copyright or patent right
      with regard to the Licensed Software.




2




2.6  All
      data
      provided by LICENSEE to FORGEHOUSE during the course of the Service regarding
      LICENSEE’s security services, and all intellectual property rights thereto,
      shall be the sole property of LICENSEE. FORGEHOUSE shall have no duty or
      obligation (a) to investigate the veracity or accuracy of such data or (b)
      update or correct such data.




2.7  No
      rights
      or licenses to the Licensed Software, the Service or the Documentation other
      than those expressly granted in this Section 2 are granted, whether expressly,
      by implication or estoppel or otherwise.




2.8  Under
      no
      circumstances shall this Agreement be considered or construed in any way as
      the
      sale of the Licensed Software or the Documentation or the sale of any copy
      thereof, whether such copy is made by FORGEHOUSE or LICENSEE.




2.9  FORGEHOUSE
      will not be providing any content or applications for LICENSEE under this
      Agreement other than the Licensed Software. The Licensed Software must be used
      on PCs and PDAs that meet FORGEHOUSE’s minimum configuration and technical
      requirements. LICENSEE is solely responsible for maintaining the confidentiality
      of its user names and passwords. LICENSEE agrees that FORGEHOUSE has recommended
      that LICENSEE’s user names and passwords not be stored on the applicable
      personal computers but as of the Effective Date LICENSEE has elected to not
      follow such recommendation.




2.10  LICENSEE
      understands and agrees that FORGEHOUSE may, from time to time, and in its sole
      discretion, change the content or format of the Service, Licensed Software,
      Documentation or the media of delivery, in accordance with general changes
      made
      to its standard service and product offering. However, FORGEHOUSE will not
      make
      material changes to the content or format of the Service, Licensed Software,
      Documentation or the media of delivery without LICENSEE’S prior written consent,
      which will not be unreasonably withheld.




2.11  THE
      SERVICE, THE LICENSED SOFTWARE, THE DOCUMENTATION, THE EQUIPMENT AND ANY RELATED
      DOCUMENTATION PROVIDED BY FORGEHOUSE TO LICENSEE IS RESTRICTED, HAS BEEN
      DEVELOPED AT PRIVATE EXPENSE AND IS PROVIDED SOLELY IN ACCORDANCE WITH THE
      EXPRESS PROVISIONS OF THIS AGREEMENT. The Licensed Software is “Commercial
      Computer Software” under DFARS 227-7202 and FAR 12.212. Any use, duplication, or
      disclosure by the United States Government is governed solely by the terms
      of
      this Agreement or, if specifically required under the applicable federal
      contract, by the RESTRICTED RIGHTS provisions set forth in one of the following
      clauses: subparagraph (1) (ii) of the RIGHTS IN DATA AND COMPUTER SOFTWARE
      clause of DFARS 252.227-7013 (48 C.F.R. Section 252.227-7013 (OCT 1988),
      Alternate III (g) (3) of the RIGHTS IN DATA-GENERAL clause of FAR 52.227-14
      (JUN
      1987), or FAR 52.227-19 (JUN 1987). Contractor/manufacturer is ForgeHouse LLC,
      3651 Peachtree Parkway, Suite E-436, Suwanee, Georgia 30024 USA.




3




3.  TERM/TERMINATION




3.1  The
      term
      of this Agreement shall commence on the Effective Date and shall continue until
      the third (3 rd )
      anniversary thereof (“Term”).




3.2  Either
      party shall have the right to terminate this Agreement and the license granted
      herein if the other party commits a Default under this Agreement that is not
      cured with thirty (30) days prior written notice thereof. A “Default” means any
      one or more of the following events: (i) a party voluntarily commences or files
      a petition for relief seeking liquidation, reorganization or other relief under
      federal, state or foreign bankruptcy, insolvency, receivership or similar law
      now or hereafter in effect (ii) an involuntary proceeding shall be commenced
      or
      an involuntary petition shall be filed seeking (a) liquidation, reorganization
      or other relief in respect of a party, or any of its subsidiaries or its debts,
      or of a substantial part of a party’s assets, under any federal, state, or
      foreign bankruptcy, insolvency, receivership or similar law now or hereafter
      in
      effect or (b) the appointment of a receiver, trustee, custodian, sequestrator,
      conservator, or similar official for the party or any of its subsidiaries,
      or
      for a substantial part of a party’s assets, or an order or decree approving or
      ordering any of the circumstances in (a) or (b) and such proceeding is not
      dismissed within sixty (60) days thereof; (iii) one of the parties voluntarily
      dissolves or attempts to dissolve itself as a corporation; (iv) one of the
      parties shall become unable to pay and admits in writing its inability to pay,
      or fails to pay, its debts as they become due; or (v) a material breach of
      a
      term or condition of this Agreement, including but not limited to, the failure
      of LICENSEE to timely pay Fees in accordance herewith. Upon the occurrence
      of a
      Default, the non-defaulting party shall provide written notice to the other
      party of the Default and the defaulting party shall have thirty (30) days from
      the defaulting party’s receipt of notice of Default to cure the same. If the
      defaulting party shall not effect such cure within such thirty (30) day period,
      then the non-defaulting party shall have the right but not the obligation to
      terminate this Agreement. The parties’ rights as set forth in this Section 3.2
      are cumulative and in addition to any other rights the parties may have at
      law
      or in equity.




3.3  LICENSEE
      shall have the right to terminate this Agreement at any time, without cause
      or
      penalty, upon twelve (12) or more months’ prior written notice to
      FORGEHOUSE.




3.4  Within
      ninety (90) days after the date of effective termination as provided for in
      Section 3.2 above, LICENSEE, its agents and contractors shall deliver to
      FORGEHOUSE all originals and copies of the Licensed Software and Documentation,
      and cease use of the Service, the Licensed Software and
      Documentation.




3.5  All
      provisions of this Agreement that by their nature are continuing shall survive
      the expiration or termination of this Agreement, including, but not limited
      to,
      Sections 2.5, 3.3, 4, 5.2 through 5.5, 6.1, 7.2.4, 7.3, 7.4, 7.5, 8, 9 and
      10.




4


4.  LICENSE
      FEES; PURCHASE OF EQUIPMENT




4.1  For
      the
      provision of the Service and the license of the Licensed Software during the
      Term, LICENSEE shall pay to FORGEHOUSE the annual service fees set forth in
      the
      Pricing Schedule (collectively “ Service Fees”). The Base Service Fee as set
      forth in Exhibit A is payable on the first of each month for that month. The
      Additional Annual Service Fees for all activated Service Types are payable
      upon
      receipt of invoice for that Annual Service Period. Types of Service as set
      forth
      in Exhibit A, may be re-assigned to any user and/or site at any time by LICENSEE
      for the remainder of the respected Annual Service Period. The Service Fees
      also
      shall cover the Tier 2 support as set forth in Exhibit C. Additional support,
      when available, will be provided for an extra charge.




4.2  All
      Service Fees shall be paid by LICENSEE to FORGEHOUSE in advance in United States
      of America Dollars. All invoices for equipment shall be payable thirty (30)
      days
      from the date of invoice. All shipping fees and costs with respect to Devices
      and Licensed Software will be paid by LICENSEE.




4.3  LICENSEE
      shall be liable for and shall pay any and all income, franchise, sales, use,
      personal property, ad valorem, value added, stamp or other tax, levy, customs
      duty, or other impost or fee, including withheld taxes, on the Service, the
      Licensed Software and any Devices purchased from FORGEHOUSE, whether now in
      force or enacted or levied in the future, except a tax based on the net income
      of FORGEHOUSE, together with all penalties, fines and interest thereon, that
      in
      any way arises out ** of
      this
      Agreement, whether on or measured by the price, the charges, or on the Service,
      Licensed Software or Devices furnished, or their use, however designated, levied
      or based (hereinafter collectively called "Tax"). This section will apply during
      and after termination of this Agreement.




4.4  LICENSEE
      may purchase Devices from FORGEHOUSE at the prices set forth on Exhibit A,
      which
      prices are exclusive of any Tax and Shipping and are subject to change upon
      thirty (30) days prior written notice and agreement of LICENSEE.




4.5  FORGEHOUSE
      is not the manufacturer of any Devices, and as such, FORGEHOUSE will not provide
      any warranty (including, but not limited to, any implied warranty of
      merchantability or fitness for a particular purpose) with any Devices sold
      to
      LICENSEE. No terms of LICENSEE’s purchase order or any other document not signed
      by FORGEHOUSE and LICENSEE can alter these terms and conditions for the sale
      of
      Devices. FORGEHOUSE will pass through to LICENSEE any warranties provided by
      the
      manufacturers of the Devices where available. FORGEHOUSE’s cumulative liability
      arising out of the Devices sold by FORGEHOUSE to LICENSEE will not exceed the
      price paid by LICENSEE to FORGEHOUSE for the applicable Devices.




5.  IMPLEMENTATION
      OF THE SERVICE; SERVICE FEE AUDIT RIGHTS




5.1  The
      Service will be implemented by FORGEHOUSE upon payment by LICENSEE of the
      initial quarterly installment of the annual Service Fee for the number of PCs
      and PDAs needed by Service Type pursuant to Exhibit A. Once such fees are paid,
      FORGEHOUSE will promptly provide to LICENSEE the authentication codes for each
      such unit, and a master disk of the Licensed Software version for each Device
      that LICENSEE may use to create only those copies of the Licensed Software
      as
      necessary to allow access to the Service by the PCs and PDAs paid for by
      LICENSEE. Each authentication code may be used only with a single PC or
      PDA.




5




5.2  LICENSEE
      will maintain records regarding each user of the Service and Licensed Software
      and the number of copies made of each version of the Licensed Software (PC
      and
      PDA). Upon request, LICENSEE will provide copies of such records to FORGEHOUSE
      and FORGEHOUSE, or its appointed designee, shall, upon five (5) days notice
      to
      LICENSEE, have the right to have a qualified accountant selected by FORGEHOUSE
      audit the records of LICENSEE to the extent necessary to verify LICENSEE’s
      report, including the right to examine, photocopy and make extracts from such
      records. Such records shall be made available to FORGEHOUSE’s accountant at
      LICENSEE’s notice address. FORGEHOUSE shall use reasonable efforts to have the
      audit performed during regular business hours and LICENSEE shall cooperate
      with
      and assist FORGEHOUSE’s accountant for the purpose of facilitating such
      audit




5.3  Any
      underpayment of Service Fees revealed by such audit shall be immediately due
      and
      payable. If the audit reveals an underpayment equal to or greater than five
      percent (5%) of the Service Fees due for any contract year, the payment shall
      bear interest at the rate of one and one-half percent (11⁄2%) per month, or the
      maximum extent permitted by law, whichever is lesser, calculated from the time
      the Service Fee was originally due until the date of such remittance. If such
      deficiency is found, LICENSEE also shall pay to FORGEHOUSE the cost of such
      audit, including any collection fees or other pertinent legal fees. The
      operation of this provision is without prejudice to any other right or remedy
      FORGEHOUSE may have pursuant to the terms of this Agreement or the law. LICENSEE
      shall not set off any amounts against any payment of its Service Fees due
      FORGEHOUSE unless agreed in writing by FORGEHOUSE prior thereto.




5.4  If
      such
      audit reveals an underpayment equal to or greater than twenty (20%) percent
      of
      the Service Fees due for a contract year, FORGEHOUSE may, at its sole option,
      immediately terminate the Agreement upon notice to LICENSEE, even if LICENSEE
      tenders the audit deficiency and associated costs and expenses of the audit
      itself.




5.5  If
      LICENSEE is late two (2) or more consecutive times with the payment of Service
      Fees, FORGEHOUSE shall thereafter have the right, but not the obligation, to
      terminate this Agreement with no right to cure by LICENSEE. The acceptance
      of
      late payments hereunder or the acceptance of an incomplete contract year report,
      (i) shall not constitute a waiver by FORGEHOUSE of any of its rights under
      this
      Agreement and (ii) shall not cure any default which might exist.




6


6.  LEGAL
      COMPLIANCE




6.1  Any
      and
      all uses of the Service and the Licensed Software by LICENSEE shall be in
      compliance with all applicable and necessary governmental approvals and all
      applicable laws, rules and regulations. LICENSEE shall immediately inform
      FORGEHOUSE in writing of any material complaint by any consumer or governmental
      body relevant to the Service or the Licensed Software, and the status and
      resolution thereof. LICENSEE shall at its own cost move expeditiously to
      resolve, and commit FORGEHOUSE to resolve, and assist FORGEHOUSE to resolve,
      any
      such complaint.




7.  DISCLAIMER
      OF WARRANTIES AND LIMITATIONS OF LIABILITY




7.1  Each
      party hereby represents that it has the right to enter into this
      Agreement.




7.2  Limited
      Warranty.




7.2.1  Performance.
      During the term of this Agreement, FORGEHOUSE warrants that the Service and
      the
      Licensed Software will perform substantially in accordance with the
      Specifications.  FORGEHOUSE
      will use its best efforts to correct any interruptions of the service, and
      bugs
      in the LICENSE SOFTWARE.




7.2.2  Downtime.
      FORGEHOUSE agrees that the Service will be available to LICENSEE ninety-eight
      percent (98%) of the time except for: (a) scheduled downtime (i.e.,
      unavailability) for scheduled maintenance (“Scheduled Downtime”) which
      FORGEHOUSE either notifies LICENSEE of twenty-four (24) hours in advance or
      that
      are conducted during FORGEHOUSE’s normal scheduled maintenance windows (which
      will be mutually agreed upon): (b) unscheduled maintenance necessary, in
      FORGEHOUSE’s sole discretion, to avoid a threat to the Service or Host Computer;
      (c) LICENSEE equipment or software failures; or (d) downtime caused by Force
      Majeure (as defined below) (“Uptime SLA”). Scheduled Downtime shall mean no more
      than four (4) hours per calendar week (Sunday through Saturday) and shall be
      conducted during mutually agreed upon maintenance windows. LICENSEE’s sole and
      exclusive remedy, and FORGEHOUSE’s sole and exclusive liability, for breach of
      this Uptime SLA shall be the issuance of a credit by FORGEHOUSE to LICENSEE
      for
      each day of Service during which this Uptime SLA is not met
      (“Credit”).




7.2.3  Credits.
      In order to claim Credits, LICENSEE must open a trouble ticket with FORGEHOUSE
      during the downtime as set forth in EXHIBIT D. All downtimes will be measured
      from the time the ticket is received and validated by FORGEHOUSE to the time
      FORGEHOUSE, in its reasonable discretion is able to resolve the issue. LICENSEE
      may not receive more than one (1) Credit per downtime incident. LICENSEE must
      be
      a FORGEHOUSE customer in good standing to receive the Credit and must be using
      the Service and Licensed Software in compliance with this Agreement. No Credit
      will be applied to accounts that are past-due or for accounts that are cancelled
      before the conditions for payment of the Credit are met. Upon cancellation
      of
      the LICENSEE's account, any outstanding or previously accrued Credits will
      be
      forfeited. Credits will be applied against the following month’s Service fee.
      Credits will not be applied against past due balances.




7




7.2.4  Scope
      of
      Warranties. The limited warranties and Uptime SLA set forth in this Section
      7.2
      shall not apply: (a) if the Service or the Licensed Software is not used by
      LICENSEE in accordance with the Specifications or Documentation; (b) to
      unauthorized actions of LICENSEE or others authorized by LICENSEE to use the
      Service under the Agreement; (c) to the failure of power, facilities, equipment,
      systems or connections not manufactured by FORGEHOUSE; (d) to the failure of
      a
      third party Internet, telecommunications or other service to FORGEHOUSE’s or
      LICENSEE’s network; (e) to the result of network maintenance activity; (f) to a
      denial of service attack, hacker activity, or other malicious event or code
      targeted against FORGEHOUSE, LICENSEE or other FORGEHOUSE customer; or (g)
      to
      the failure of any Network or Internet Infrastructure not owned or managed
      by
      FORGEHOUSE.




7.3  Limitation
      of Liability.




7.3.1  Neither
      party, including its parents,
      subsidiaries, affiliates, officers, directors, employees, attorneys and
      agents ,
      will be
      liable to the other party or to others for any lost profits or indirect,
      special, consequential, punitive or exemplary damages, even if advised in
      advance of the possibility of such damages.




7.3.2  Except
      for the indemnity obligations and breach of confidentiality obligations
      hereunder, THE
      CUMULATIVE LIABILITY OF FORGEHOUSE AND ITS PARENTS, SUBSIDIARIES, AFFILIATES,
      OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS FOR DAMAGES FOR CLAIMS
      ARISING UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF THE
      ACTION, WILL NOT EXCEED ONE-HUNDRED PERCENT (100%) OF THE FEES PAID BY LICENSEE
      FOR THE SERVICES UNDER THIS AGREEMENT.




Claim
      Deadline. No action, regardless of form, arising from or pertaining to any
      Licensed Software or Service provided hereunder or to this Agreement may be
      brought by either party more than two (2) years after such action has become
      known to the party seeking to make a claim.




7.4  EXCEPT
      AS
      OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, FORGEHOUSE DOES NOT MAKE ANY
      WARRANTY (OR REPRESENTATION OTHER THAN THAT MADE IN SECTION 7.2), EITHER EXPRESS
      OR IMPLIED WITH RESPECT TO THE SERVICE THE LICENSED SOFTWARE OR THE
      DOCUMENTATION, OR THEIR QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
      PURPOSE. NO WARRANTY IS MADE THAT THE OPERATION OF THE SERVICE, LICENSED
      SOFTWARE OR DEVICES WILL BE UNINTERRUPTED OR BUG FREE. LICENSEE ACKNOWLEDGES
      AND
      AGREES THAT FORGEHOUSE HAS NO CONTROL OVER OR LIABILITY FOR TELECOMMUNICATIONS
      OR INTERNET SERVICES PROVIDED BY FORGEHOUSE’S OR LICENSEE’S TELECOMMUNICATION
      AND INTERNET SERVICE PROVIDERS AND THAT EMAIL, TEXT MESSAGES, INTERNET-BASED
      SERVICES AND OTHER ASPECTS OF THE SERVICE, THE LICENSED SOFTWARE OR THE
      EQUIPMENT THAT RELY ON THIRD PARTY TELECOMMUNICATIONS OR INTERNET SERVICE
      PROVIDERS ARE NOT THE RESPONSIBILITY OF FORGEHOUSE AND FORGEHOUSE HAS NO
      LIABILITY FOR ANY FAILURES, INTERRUPTIONS OR OTHER PROBLEMS CAUSED BY THE
      SERVICE OR EQUIPMENT OF SUCH TELECOMMUNICATIONS OR INTERNET SERVICE PROVIDERS,
      INCLUDING, BUT NOT LIMITED TO, ANY LIABILITY FOR UNSENT, MISDIRECTED, LOST,
      BLOCKED OR UNRECEIVED EMAIL AND TEXT MESSAGE ALERTS. NO ORAL INFORMATION OR
      ADVICE GIVEN BY FORGEHOUSE OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR MAKE
      ANY
      MODIFICATION, EXTENSION OR ADDITION TO THIS WARRANTY.





8




8.  CONFIDENTIALITY




8.1  The
      term
“Confidential Information” as used in this Agreement means any and all
      confidential information relating to the Service, the Licensed Software, the
      Documentation, business methodologies and practices of a party, know-how,
      formulas, technical or non-technical data, product plans, financial and
      investment details, current or potential investors, management, contracts,
      marketing and business plans or any documentation of any type related to
      same.




8.2  (a)
      LICENSEE understands and agrees that information that is FORGEHOUSE’S
      Confidential Information is confidential and proprietary to FORGEHOUSE, and
      LICENSEE will not disclose it to any third party without FORGEHOUSE’s prior
      written consent. LICENSEE expressly agrees to retain the Confidential
      Information in the strictest confidence and to use only for purposes of and
      in
      accordance with the terms of this Agreement. LICENSEE further agrees to treat
      the terms and conditions of this Agreement as confidential. LICENSEE further
      agrees that if it seeks assistance from any third party with respect to the
      use
      or any modification of the Licensed Software, it shall inform FORGEHOUSE in
      advance of the fact of such proposed assistance and the identity of such third
      party and receive written consent from FORGEHOUSE to such use or modification
      by
      such third party. LICENSEE shall require such third party and each of their
      employees granted access to the Licensed Software to execute a confidentiality
      agreement under which the third party and its employees agree to limit their
      use
      of the Licensed Software, and to not directly or indirectly disclose or make
      any
      other use of or sell the Licensed Software and/or related documentation except
      for purposes expressly authorized by FORGEHOUSE in writing.




(b)
      FORGEHOUSE understands and agrees that information that is LICENSEE’S
      Confidential Information is confidential and proprietary to LICENSEE, and
      FORGEHOUSE will not disclose it to any third party without LICENSEE’S prior
      written consent. FORGEHOUSE expressly agrees to retain the Confidential
      Information in the strictest confidence and to use only for purposes of and
      in
      accordance with the terms of this Agreement. FORGEHOUSE further agrees to treat
      the terms and conditions of this Agreement as confidential. FORGEHOUSE further
      agrees that if it seeks assistance from any third party in connection with
      this
      Agreement, it shall inform LICENSEE in advance of the fact of such proposed
      assistance and the identity of such third party and receive written consent
      from
      LICENSEE to use such third party. FORGEHOUSE shall require such third party
      and
      each of their employees granted access to LICENSEE’S Confidential Information to
      execute a confidentiality agreement under which the third party and its
      employees agree to limit their use of the Confidential Information, and to
      not
      directly or indirectly disclose any of the Confidential Information except
      for
      purposes expressly authorized by LICENSEE in writing.




9




8.3  Obligations
      with respect to such Confidential Information shall survive the termination
      of
      this Agreement for a period of five (5) years and will continue thereafter
      with
      respect to Confidential Information that constitutes trade secrets for so long
      as such trade secrets remain entitled to protection under applicable law.
      Notwithstanding anything to the contrary in Section 8.2, neither party shall
      be
      prohibited from using or disclosing information which: (a) is already in the
      public domain as of the date of this Agreement; (b) becomes widely publicly
      available through no fault of the party using or disclosing the information
      (or
      the fault of its employees or agents); or (c) is already known to the party
      using or disclosing the information at the time of its receipt thereof, as
      evidenced by its written records in existence as of the Effective Date, via
      a
      third party who is not under any obligation of non-disclosure with respect
      to
      such information.




8.4  LICENSEE
      shall not: (a) attempt to reverse engineer, disassemble, decompile or decrypt
      the Licensed Software or any portion thereof; (b) create, generate or compile
      the source code of the Licensed Software or any portion thereof; or (c) aid
      or
      permit others to do so. LICENSEE shall have no right in or to any component(s)
      of the Licensed Software, except the limited right to use the same in the
      ordinary course of the LICENSEE’s business consistent with the provisions of
      this Agreement. LICENSEE shall not assign, pledge, or encumber the Licensed
      Software and LICENSEE shall keep the Licensed Software free and clear of liens,
      levies, and encumbrances, and failure to do so shall constitute a material
      breach of this Agreement.




9.  INFRINGEMENTS




9.1  LICENSEE
      shall notify FORGEHOUSE promptly of any actual or threatened infringements
      of
      the Service, the Licensed Software or the Documentation by third parties of
      which LICENSEE becomes aware. FORGEHOUSE shall have the sole right but not
      the
      obligation, at its expense, to bring any action on account of any such
      infringements or unauthorized use, and LICENSEE agrees to cooperate with
      FORGEHOUSE, as FORGEHOUSE may reasonably request, in connection with any such
      action brought by FORGEHOUSE. FORGEHOUSE shall retain any and all damages,
      settlement and/or compensation paid in connection with any such action brought
      by FORGEHOUSE.




10.  INDEMNIFICATION,
      INSURANCE AND WAIVER OF CERTAIN CLAIMS




10.1    
      (a) LICENSEE hereby indemnifies and holds FORGEHOUSE, its successors and
      assigns, its officers, directors, employees, agents and representatives harmless
      from and against any and all liabilities, claims, causes of action, suits,
      damages, including without limitation, reasonable attorneys’ fees and expenses
      in connection with this Agreement to the extent the liabilities, claims, causes
      of action, suits, damages or expenses result from the negligence, strict
      liability, or other fault of LICENSEE.





(b)
      FORGEHOUSE hereby indemnifies and holds LICENSEE, its successors and assigns,
      its officers, directors, employees, agents and representatives harmless from
      and
      against any and all liabilities, claims, causes of action, suits, damages,
      including without limitation, reasonable attorneys’ fees and expenses in
      connection with this Agreement to the extent the liabilities, claims, causes
      of
      action, suits, damages or expenses result from the negligence, strict liability
      or other fault of FORGEHOUSE.




10




10.2  FORGEHOUSE
      shall obtain, and keep in force during the term of this agreement, product
      liability and personal injury insurance, initially in the amount of One Million
      United States Dollars (USD $1,000,000), and it will increase the
      insurance limit to match the total fees
      paid
      by LICENSEE for the services under this agreement. FORGEHOUSE shall cause its
      insurance carrier(s) to list LICENSEE as an “additional insured”. Additionally,
      FORGEHOUSE, on behalf of itself and its insurers, waives all rights of
      subrogation against LICENSEE, its employees, agents, and insurers.




10.3  Each
      party waives any and all claims against the other party for damages arising
      from
      or related to an act of terrorism. The parties intend for this waiver to “flow
      down” to their respective contractors and subcontractors.




11.  MISCELLANEOUS




11.1  If
      a
      party's performance of any of its obligations under this Agreement, other than
      the payment of money, is prevented or delayed by fire, flood, earthquake,
      elements of nature or acts of God, accident, acts of war, terrorism, riots,
      civil disorders, rebellions or revolutions, strikes, lockouts, or other labor
      troubles, shortages of supplies or materials, telecommunications, internet
      or
      utility failures, outages, interruptions or brownouts, action of any regulatory
      authority, or any other cause beyond the reasonable control of such party (each,
      a "Force Majeure Event"), then the non-performing or delayed party shall be
      excused for such non-performance or delay for as long as such Force Majeure
      Event continues.




11.2  This
      Agreement may be executed in any number of copies, each of which shall be deemed
      to be an original and all of which taken together shall constitute but one
      instrument. The headings and organization of this Agreement are included and
      used solely for convenience of reference and shall not constitute a part of
      this
      Agreement for any other purpose.




11.3  This
      Agreement shall be deemed made and accepted in and governed by the laws of
      the
      State of Georgia without reference to its conflicts of law principles. The
      state
      and federal courts situated in Fulton County, Georgia shall have jurisdiction
      and venue to hear all disputes arising out of or related to this
      Agreement.




11.4  The
      failure to enforce or waiver of any breach of any covenant or condition of
      this
      Agreement shall not waive, hinder or otherwise prevent the subsequent
      enforcement of said covenant or condition in the same or subsequent
      instance.




11.5  Any
      assignment of this Agreement or any rights or obligations hereunder by LICENSEE,
      without the prior written consent of FORGEHOUSE, shall be null and void and
      of
      no effect and a material breach hereof; *provided,
      however,* that
      LICENSEE may assign this Agreement to a successor to all or substantially all
      of
      its business and assets that is not a competitor of FORGEHOUSE or a company
      who
      uses a competing software application or service, provided that LICENSEE shall
      give FORGEHOUSE at least thirty (30) days prior written notice of such permitted
      assignment.




11




11.6  If
      any of
      the provisions in this Agreement shall for any reason be declared or held
      invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
      or unenforceability shall not affect any other provision thereof and this
      Agreement shall be construed as if such invalid, illegal, or unenforceable
      provision had never been contained herein.




11.7  Notices
      under this Agreement shall be in writing and shall, for all purposes, be sent
      by
      registered or certified mail, return receipt requested, postage prepaid,
      properly addressed to the parties at the addresses set forth below, or at such
      other address for either party as may be specified by such party for purposes
      of
      this Agreement:




FORGEHOUSE:




ForgeHouse,
      LLC


3651
      Peachtree Parkway,


Suite
      E-436


Suwanee,
      Georgia 30024


Attention:
      Jose Alonso




LICENSEE:




Securitas
      Security Services USA, Inc.


2
      Campus
      Drive


Parsippany,
      New Jersey 07054 US


Attention:
      William Barthelemy




11.8  This
      Agreement is the entire agreement between the parties hereto and supersedes
      any
      and all previous understandings or agreements related to the subject matter
      herein. No modification of this Agreement shall be binding on the parties hereto
      unless such modification is in writing and duly signed by an authorized
      representative of each party.




11.9  Software
      Escrow. (a) Within ninety (90) days of the Effective Date, FORGEHOUSE and
      LICENSEE shall enter into a technology escrow agreement (the “Escrow Agreement”)
      with an escrow provider mutually agreed to by both parties. FORGEHOUSE agrees
      to
      deposit with the provider of the escrow services the source code for the
      Licensed Software, as modified from time to time, and any additional
      instructions, configuration requirements, and documentation necessary to allow
      LICENSEE to use the Licensed Software (the “Deposit Materials”) in the event the
      Deposit Materials are released to LICENSEE. FORGEHOUSE agrees to update the
      Deposit Materials within sixty (60) days of each major release of the Licensed
      Software relevant to the Licensed Software, and in no event less than twice
      every calendar year. Such updates will be added to the existing Deposit
      Materials.




12




(b)  The
      Escrow Agreement shall specify that, in the event FORGEHOUSE makes an assignment
      of its business for the benefit of creditors, or if a receiver, trustee in
      a
      bankruptcy or a similar officer shall be appointed to take charge of all or
      part
      of its property under a bankruptcy, or if it is adjudged bankrupt, and LICENSEE
      suffers a resulting interruption in the support for the Licensed Software,
      and
      such condition(s) are not remedied within sixty (60) days after written notice
      thereof has been given to FORGEHOUSE, the escrow agent will release the Deposit
      Materials to LICENSEE in order for LICENSEE to be able to continue to
      manufacture, support and update the Licensed Software as if FORGEHOUSE had
      continued to perform its obligations under this Agreement, but only during
      the
      pendency of such interruption in support. During any such period of
      interruption, LICENSEE shall be obligated to pay reduced fees to FORGEHOUSE
      in
      an amount equal to fifty percent (50%) of the fees then in effect. Such reduced
      fees are in place of and not in addition to the fees contained in the Pricing
      Schedule. Once FORGEHOUSE notified LICENSEE in writing that it is able to
      provide such support and begins providing such support, LICENSEE must cease
      all
      use of the source code and return the source code to the escrow agent.




(c)  The
      escrow agreement also will provide that LICENSEE’s right to obtain the source
      code is subject to LICENSEE being in full compliance with the terms and
      conditions of this Agreement, current on all payments owed to FORGEHOUSE. All
      rights of LICENSEE to use the source code for the Licensed Software will cease
      upon the end of the then current Initial Term or Renewal Term and will be
      subject to the terms and conditions of this Agreement, including, but not
      limited to, LICENSEE’s obligations to pay the Service Fees under this
      Agreement.




(d)  In
      the
      event of release of the Deposit Materials, (i) LICENSEE shall not obtain any
      proprietary ownership in the Licensed Software or other Deposit Materials and
      the Licensed Software and LICENSEE’s use shall continue to be governed by this
      Agreement; (ii) all modifications to the Licensed Software made by LICENSEE
      shall be owned exclusively by FORGEHOUSE and LICENSEE hereby assigns all right,
      title and interest in and to such modifications to FORGEHOUSE; and (ii)
      FORGEHOUSE grants Licensee a non-exclusive, non-transferable, royalty-free
      license for the term of the Agreement to use and copy the Source Code solely
      for
      the purpose of maintaining, supporting, and enhancing the software for
      LICENSEE’s internal use and in accordance with licensing provisions of this
      Agreement.




(e)  The
      parties agree to split all fees (each party paying 50%) incurred in the
      establishment and maintenance of the Escrow Agreement. Both parties agree to
      make reasonable efforts to reassess the need for and term and conditions of
      the
      Escrow Agreement from time to time, provided that any termination or amendment
      of the Escrow Agreement shall be mutually agreed to by the parties in
      writing.




11.10  SecuritasVision.
      For clarification purposes, the parties acknowledge and agree that LICENSEE
      will
      at all times maintain ownership of and all proprietary rights to the name
“SecuritasVision”, and nothing in this Agreement will alter or modify this fact.
      FORGEHOUSE represents and warrants that it will not allow any other person
      or
      entity to use the name “SecuritasVision” at any time or in any way without
      LICENSEE’S express, prior written consent, which can be withheld in LICENSEE’S
      sole and absolute discretion.




13


IN
      WITNESS WHEREOF, the parties have caused their authorized representatives to
      make and sign this Agreement.




**FORGEHOUSE**
            
            **LICENSEE**By:
            */s/
                Jose M. Alonso*
            
            By:
            */s/
                William Barthelemy*Name:
                Jose M. Alonso
            
            
            Name:
                William BarthelemyTitle:
                Chief Operating Officer
            
            
            Title:
                Chief Operating OfficerDate:
                April 25, 2007
            
            
            Date:
                April 25, 2007





14


**EXHIBIT
      A**





**PRICING**





**OneVision** **®** **Service (SecuritasVision version)**


By
      ForgeHouse





**TYPES
                OF SERVICE**
            **SERVICE
                FEES**Base
                Service Fee
            **[***]1****Additional
                Annual Service Fees2 per access,****per
                user and /or per PC and per PDA as applicable:**Officer
                PC/ PDA Bundle access
            **[***]2**Required
                with every individual client site.(Includes
                unlimited number ofOfficers
                and Supervisors)Additional
                PDA access:
            **[***]2**Additional
                Officer PC only access:
            **[***]2**Managers
                and Administrators access:
            **[***]2**Help
                Desk License access:
            **[***]2**Demonstration/
                training OfficerPC/
                PDA Bundle access
            **[***]3****OPTIONAL
                SERVICES**
            **COST
                (Travel & Expenses not incl.)**Data
                Configuration& Consultation
            **[***]**Advanced
                Training
            **[***]**Professional
                Customization,Consultation
                & Integration Services
            **[***]**




Notes:





1.
            Base
                Service Fee will be waived for each month in which at least**[***]**Officer PC/PDA Bundle Service Fees are
                paid.




15




2.
      Except
      for the Base Service Fee mention above, FORGEHOUSE will invoice LICENSEE
      annually. All invoices will include LICENSEE’S Purchase Order number and are due
      and payable in full upon receipt of the invoice. Any invoice not paid within
      32 days of the invoice date will be deemed late, and will accrue late
      charges as of the date due. Late charges shall be at a rate of 1.5% per month,
      or the maximum rate allowed under law, whichever is lower, from the date such
      payment was due until the date paid. LICENSEE agrees that it shall promptly
      notify FORGEHOUSE in writing of any dispute with any invoice, and that invoices
      for which no such notification is received shall be deemed accepted by LICENSEE
      and true and correct twenty (20) days after they are sent by FORGEHOUSE.
      This price is discounted based on Securitas’ agreement to meet the Exclusivity
      Requirements set forth in Exhibit B. Such discount is dependent upon Securitas
      meeting these Exclusivity Requirements. If in two (2) consecutive quarters,
      the
      Exclusivity Requirements are not met, Securitas will have the option to pay
      the
      number of Service Fees needed to meet such requirements within twenty (20)
      days
      of the end of the second consecutive quarter when such Exclusivity Requirements
      are not met, or loose its Exclusivity Rights and its right to the discounted
      Service Fee. If Securitas elects to not comply with the Exclusivity
      Requirements, the discounted price for all Service Fees set forth above will
      be
      forfeited and the price will return to its original Service Fee listed below
      retroactive to the inception of the Agreement, which past due fees will be
      due
      and payable within 30 days .





Original
                Service FeeOfficer
                PC/PDC Bundle access
            
            
            **[*****
            **]**Additional
                PDA access:
            
            
            **[*****
            **]**Additional
                Officer PC only access:
            
            
            **[*****
            **]**Managers
                and Administrators access:
            
            
            **[*****
            **]**





3.
      Demonstration/ training PC/ PDA Bundle access **[***]** 2007.




**[***]**




16




**EXHIBIT
      B**





**EXCLUSIVITY**





**A.**
            **For
                so long as Securitas fulfills the Exclusivity Requirements (as set
                forth
                in Section B below), Securitas will have the following “Exclusivity
                Rights”:**





1. During
      the Term of the Agreement, Securitas shall have the exclusive use of any
      customization of the Licensed Software paid for by Securitas in the USA;
      however, all such customization is owned exclusively by ForgeHouse and Securitas
      has no rights in such customization other than the license rights set forth
      in
      the Agreement. After the Agreement expires or is terminated for any reason,
      ForgeHouse can provide any such customization to any other party, including
      competitors of Securitas.





2.
      During
      the Term of the Agreement, ForgeHouse will not provide the Service to any other
      security guard company for use in the private sector. Examples of such security
      guard companies are Allied Barton, Wackenhut, Guardsmark.





3.
      During
      the Term of the Agreement, ForgeHouse can provide the Service to Federal, State
      and Local governments and to security guard companies that service those
      Federal, State and Local governments; provided, however, that ForgeHouse shall
      supply the Service to such security guard companies only for such accounts
      (Federal, State and Local governments). Examples of such entities are US Navy,
      GSA, USIS.





4.
      During
      the Term of this Agreement, ForgeHouse also can provide the Service to private
      companies that have their own in-house security force or use an outside security
      guard company. Examples of such companies are Kraft Foods, Blackstone, CBRE,
      General Dynamics, Lockheed Martin.





**B.
      In order to maintain Exclusivity Rights, Securitas must have paid for the
      following numbers of Service Fees** 1 **by the end of each quarter below (“Exclusivity
      Requirements”):**





**[***]**





**Notes:**


1.
            Service
                fees that count towards the Exclusivity requirement
                include: Each
                active Manager’s service fee counts as 1 service fee.
              Each
                active Administrator service fee counts as 1 service fee.
              Each
                active Officer PC/ PDA Bundle service fee counts as 1 service fee.
              Each
                active Additional Officer PC only access counts as 1 service fee,
              Each
                active Additional PDA access counts 1 service
                fee.




17




**EXHIBIT
      C**





**SUPPORT**




A.  Tier
      1
      Support .
      Securitas will provide Tier 1 support at its own cost. Tier 1 support will
      include the operation of a help desk 24 x 7 and any other Tier 1 support
      services reasonably required by its user base.




·
            Securitas
                users will call their help desk for support and will not call ForgeHouse.
                Tier 1 support will include, but not be limited to, answering user
                questions and resolving issues relating to the use of the Service,
                Devices, the Licensed Software, or any other hardware or software.
                Issues
                such as bugs or other issues that affect all Securitas’ sites, will be
                reported by the help desk to ForgeHouse when necessary for Tier 2.




·
            Securitas
                will provide user training and training material to users at its
                own cost.
                ForgeHouse will provide reasonable assistance including screen shots
                to
                assist with Securitas’ development of user training
                materials.




·
            Securitas
                will provide sales training and sales material at their cost.
                ForgeHouse will provide reasonable assistance including screen shots
                to
                assist with Securitas’ development of sales training
                materials.




B.
            Tier
                2 Support.
                ForgeHouse will provide Tier 2 support for no additional charge beyond
                the
                payment of the Service Fees. Tier 2 support includes: providing support
                to
                the Securitas help desk with respect to Service outage, problems
                and
                errors in the Licensed Softwareand
                bug fixes. When reporting any support issues, follow the procedures
                set
                forth in EXHIBIT D.




C.
            Tripod
                Data Systems –For Recon X PDA’s warranty and customer support
                proceduresfollow the procedures set forth in EXHIBIT E.




18


EXHIBIT
      D





**SecuritasVision**





**Customer
      Service and Technical Support**





**Trouble
      Ticket Procedures**    Ticket
      #___________





**Step
      1 -** Contact
      the Technical Support at itsupport@forgehouse.us or (770) 923-7765 Ext. 2.
      We
      will provide you with a ticket number for reference. When making follow up
      inquiries please include the Ticket # provided.





**Step
      2 – Always provide as much information as possible** .
      Try to
      pin-point the exact problem. Make sure it is not a local problem.





**When
      contacting us please include:**


1.
            Contact
                Information (Person we contact for
                information)


2.
            Company
                Name: Securitas - **SSSU or
                SV2**


3.
            Contact
                Name:


4.
            Phone
                Number:


5.
            E-mail
                Address:


6.
            Issues
                with:****


•
            SecuritasVision
                software/service


1.
            Manager/
                Admin Dashboard


2.
            Officer’s
                Dashboard


•
            PDA
                MORe software


•
            Hardware


7.
            Detail
                Description of Problem: The following items should be contained in
                every
                bug report:




1.
            The
                exact sequence of steps from startup necessary to reproduce the problem.
                If a bug requires a particular sequence of events, please list those.
                You
                are encouraged to minimize the size of your example, but this is
                not
                absolutely necessary. If the bug is reproducible, we'll find it either
                way.




2.
            The
                output you got. If there is an error message, please include the
                message.




19




EXHIBIT
      E





**Service
      Work Order**


**Customer
      Service and Repair Agreement**


**Keep
      this until you receive your product back.**





Your
      SWO#
      is





**SWO
      Procedure**





**Step
      1 -** Completely read and understand this Customer Service and Repair Agreement.





If
      you
      have any questions, please feel free to contact the Technical Support Department
      at


(541)
      757-7254. Keep this document for reference to your SWO number. The SWO number


provided
      can be used to reference information about your product during the repair
      process.


Inquiries
      can be answered by the Service
      Department at (541)753-9322 or service@tdsway.com.





**Step
      2 –** Completely
      fill out the SWO Return Form (page 3 of this document). Attach it with the


Proof
      of
      Purchase (if necessary), and include it in the package with the product for
      return.





Please
      ensure that there is adequate protection for the product during the shipping
      process.





**Step
      3 -** Return
      the product to:





Tripod
      Data Systems


SWO
      #
      (your SWO number goes here)


4100
      SW
      Research Way


Corvallis,
      OR 97333





**Step
      4 –** If
      you
      have any questions, you can contact Technical Support at:





Technical
      Support


Tel:
      (541)757-7254


Email:
      support@tdsway.com


7
      a.m. -
      5 p.m. PST Monday - Thursday


7
      a.m. –
3 p.m. PST Friday





Please
      have your SWO number handy.





20




**Service
      Work Order**




**Customer
      Service and Repair Agreement**


**Keep
      this until you receive your product back.**




**SWO
      Policy**





**Warranty
      Repairs** –
All
      products returned to TDS for service are evaluated for warranty status. The
      technical support technician can usually tell you the warranty status of your
      product at the time that the SWO is issued. There may be cases when a Proof
      of
      Purchase is required. You may be requested to attach a copy of your Proof of
      Purchase to the SWO Return form when you ship the product to TDS. Products
      covered under warranty are repaired and returned without expectation of
      consultation with the customer.




*Shipping
      –* Warranty
      products are shipped via UPS 3 rd day
      delivery unless you request and pay for upgraded shipping.





**Non-Warranty
      Repairs –** There **** is
      a $100
      minimum service charge for non-warranty data-collector repairs. A Service
      Coordinator will contact you promptly with the repair estimate. A method of
      payment must be established before repair work can begin. All chargeable repairs
      require customer approval within 45 days of receiving notice of the estimate.
      Units on which work has not been approved within 45 days of notification will
      be
      sent back to the user without repair and are subject to the minimum service
      charge.





*Shipping
      –* Payment
      for shipping of non-warranty products is the responsibility of the
      customer.


Non-warranty
      products are shipped via UPS Ground unless you request and pay for upgraded
      shipping.





**Upgrades
      –** Unless
      otherwise requested ,
      software will be updated to the latest non-chargeable versions of operating
      system and TDS software application. The update to the most current version
      of
      the TDS software you currently own is done free of charge.





If
      you
      are interested in chargeable upgrades for TDS software or hardware please
      indicate this on the SWO Product Return form and a sales representative will
      contact you.





**Customer
      Data –** All **** recoverable
      TDS software application data can be e-mailed or restored to the data collector upon
      customer request .
      See the
      SWO Product Return form to indicate your request. Third party software
      applications and data are the responsibility of the customer.





**Warranty
      for Repair Work –** Units **** repaired
      by TDS are returned to the customer with a 90-day guarantee on workmanship
      and
      serviced parts. The 90-day period begins when the repaired unit leaves TDS.
      Any
      unit which exhibits recurring or persistent failures will be rebuilt or replaced
      at TDS' discretion.




21




**Service
      Work Order Product Return Form**


**Fill
      out and return this page with product.**


SWO
      #




**Contact/Return
      Shipping Information**




**Contact
      Information** (Person
      we contact for information)


Company
      Name:
      _____________________________________________________________________________


Contact
      Name: __________________________________  Phone
      Number: ______________________________


E-mail
      Address: _________________________________ Fax
      Number: ________________________________





**Return
      Shipping Address** (Unit
      will be returned to you here)


Company
      Name:
      _____________________________________________________________________________


Attention
      To:
      _______________________________________________________________________________


Street
      Address:
      ______________________________________________________________________________


City:
      ____________________________________  State:
      ______________  Zip:
      __________________________


Country:
      _________________________________





**Billing
      Address** (If
      different than above)


Company
        Name:
        _____________________________________________________________________________
 Attention
        To:
        _______________________________________________________________________________
 Street
        Address:
        ______________________________________________________________________________
 City:
        ____________________________________ State: ______________ Zip:
        __________________________
 Country:
        _________________________________




**Return
      Shipping (Circle One)     Overnight*** **2** **nd** **Day*     3** **rd** **Day*     Ground**


*
      Additional charges for expedited shipping may occur.





**Product
      Information**




**Product
      name/description:** __________________________________________________________________________


Current
      TDS software versions: (if applicable)
      ____________________________________________________________


SN#:
      ___________________________________                             
Date of purchase: ____________________________





**Problem
      description:** _______________________________________________________________________________


_________________________________________________________________________________________________





**Options:**


_____I
      want to learn about chargeable options that may be available *.* Have TDS
      Sales contact me.


_____Please
      recover and save my job data if possible.


Send
      data
      to: ______________________________________________________________________





**Note:**


For
      all
      TDS Recon or Ranger charging and power related failures, please include the
      appropriate charger and battery when returning the data collector to
      TDS.





I
      have
      read and I understand the attached Customer Service & Repair
      Agreement.


Signature:
      ______________________________________ Date: _____________________




22