EXECUTION
COPY

     

    SOFTWARE
LICENSE AND SERVICES AGREEMENT

     

            This
Master Software License and Services Agreement (the "AGREEMENT") is executed as
of the 19th day of
January, 2006 (the "EFFECTIVE DATE") by and between Superclick, Inc., a
Washington Corporation with its principal place of business at 10222 St-Michel,
Suite 300, Montreal, Quebec H1H 5H1 ("Superclick") and Hospitality Services Plus
SA (formerly Swisscom Eurospot SA), a Swiss corporation, with its principal
offices located at Chemin de l’Etang 65, CH-1214 Vernier, Switzerland
("Swisscom"). Superclick and Swisscom are sometimes referred to herein as the
“Parties”.

     

    RECITALS

     

    A.         WHEREAS,
Swisscom is a European leading provider of high-speed Internet access,
conference services and business centre solutions to the hospitality industry.
Swisscom operates a pan-European and US network of locations, offering its
services through fixed-line and wireless access and has exclusive working
relationships with its hotel partners; and

     

    B.         WHEREAS,
Superclick is a developer and distributor of IP-based traffic management
systems, including SIMS, MAMA and MDS as more fully described in Section 1 below
(the “Licensed Products”); and

     

    C.         WHEREAS,
based on the mutually agreed upon success of a pilot project, wherein the
Licensed Products have been installed and tested in one of Swisscom’s contracted
properties in Europe (the “Pilot Project”), the Parties desire to enter into an
agreement whereby Swisscom will retain an exclusive license to use and modify
the Licensed Products for the provisioning of its services to the hospitality
industry (i) in Europe (the “Territory”) as more fully described in Section 1
below and (ii) outside of the Territory as defined in Annex 3 .

     

    NOW,
THEREFORE, in consideration of the premises, covenants and agreements contained
herein and other good and valuable consideration, the Parties agree as
follows:

     

    
      	
              1. 
        

            	
              DEFINITIONS

            


    

    
      	
              1.1  

            	
              “Acceptance
      Date” means the day following the expiration of the Trial Period, but no
      later than 60 days after the Effective Date or otherwise agreed between
      the Parties in relation to the Timeline defined in Annex 1 of the
      Agreement wherein Swisscom shall be deemed to have accepted the Licensed
      Products (the “Acceptance Date”). Refer to Annex 1 for
      timelines.

            


    

    
      	
              1.2  

            	
              “Delivery
      Date” means the date that is seven (7) days after the Effective Date, upon
      which date Superclick shall deliver to Swisscom a copy of the Licensed
      Products (including source code) and the Documentation. If Superclick
      fails to deliver the foregoing items on the Delivery Date (or within a
      reasonable time thereafter, as determined by Swisscom in its sole
      discretion) Swisscom shall be entitled to terminate this Agreement in its
      sole discretion.

            


    

    
      	
              
                1.3  
      

              

            	
              “Documentation”
      means the instruction manuals, user guides and other information (which
      shall be identified by title and reference number in Annex 7 to the
      Agreement) to be made available by Superclick either in printed or machine
      readable form to Swisscom together with the Licensed Products. For the
      avoidance of doubt, “Documentation” shall include all documents and
      materials that shall enable Swisscom to understand and operate the
      Licensed Products.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              1.4  

            	“Effective
      Date” means the date that the Agreement is executed by Superclick and by
      Swisscom.
	 	 
	
              1.5  
      

            	
              “Licensed
      Product(s)” means, collectively, SIMS, MAMA, MDS and corresponding source
      code (identified in title and reference number in Schedule A of the
      Agreement) and any relevant tools to SIMS, MAMA and MDS, together with the
      Documentation, including Updates and upgrades of such current software
      programs and Documentation. The Licensed Products shall contain all and
      any existing software of Superclick which is required to use, sell and
      distribute the Licensed Products as described
  above.

            


    

     

    
      	
              1.6  

            	“Price
      List” means as defined in Annex 5 of the Agreement.
	 	 
	
              1.7  
      

            	“Software
      Maintenance” means repairs and enhancements in any of the Licensed
      Products.
	 	 
	
              1.8  

            	
              “Technical
      Support” means services provided by Superclick in support and/or
      maintenance of Swisscom’s use of the Licensed Product(s) as further
      described in Section 5 and Schedule A
below.

            


    

     

    
      	
              1.9  
      

            	
              “Territory”
      means the current 25 Member States of the European Union and Switzerland,
      Turkey, Serbia, Macedonia, Bulgaria, Croatia, Romania, Albania, Andorra,
      Bosnia Herzegovina, Iceland, Liechtenstein, Monaco, Norway, Russia,
      Byelorussia, San Marino, Vatican, Moldavia and
  Ukrainia.

            


    

     

    
      	
              1.10 
      

            	
              “Trial
      Period” means the period in which Swisscom has installed a beta version of
      the Licensed Products for field testing, but no longer than eight (8)
      weeks from Effective Date.

            


    

     

    1.11
“Updates” means error corrections, bug fixes, patches and work around to the
Licensed Product(s).

     

    
      	
              2.  
       

            	
              GRANT
      OF LICENSE

            


    

    
      	
              2.1  

            	
              Exclusivity
      in the Territory. Subject to the terms of this Agreement, Superclick
      grants to Swisscom an exclusive license for the Territory (as defined
      above in Section 1.9) to use, modify, sell, distribute, and sublicense the
      Licensed Products.

            


    

    
      	
              2.2  

            	
              Non-Exclusivity.
      Subject to the terms of this Agreement, Superclick grants to Swisscom a
      non-exclusive license for outside of the Territory, including North
      America (pursuant to terms and conditions outlined in Annex 3) to use,
      modify, sell, distribute and sublicense the Licensed
    Products.

            


    

    
      	
              2.3  

            	
              Superclick
      shall grant to Swisscom the right to access and modify the source code of
      the Licensed Products through the duration of this
    Agreement.

            


    

    
      	
              2.4  

            	
              In
      addition to Section 6.3 Superclick shall undertake to provide Swisscom
      with know-how over a 180 day period after the Effective Date, which is
      required in order to use and modify the Licensed Products within the scope
      of this Agreement.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              2.5  

            	
              Software
      Upgrades. Superclick shall undertake to issue from time to time, of which
      Swisscom shall be notified by Superclick regularly, any improved, modified
      or corrected version to current versions of the Licensed Products which it
      shall make automatically and immediately available to Swisscom without any
      additional cost to Swisscom in the most actual and up to date version.
      Superclick commits to continuously invest and enhance the Licensed
      Product(s) during the Term.

            


    

    
      	
              2.6  

            	
              Specification
      of the Hardware. Superclick will provide Swisscom with the specification
      of the certified hardware required for the Licensed
    Products.

            


    

    
      	
              2.7  

            	
              Sublicenses.
      Sublicenses by Swisscom will contain substantially equivalent restrictions
      and confidentiality as contained in Sections 4 and 11.1 of this Agreement.
      Superclick acknowledges and agrees that the term of the sublicenses
      granted may be perpetual.

            


    

    
      	
              2.8  

            	
              At
      Superclick’s written request, but no more than once annually, Swisscom
      shall furnish Superclick with a signed report verifying that the Licensed
      Product(s) are being used pursuant to the provisions of this
      Agreement.

            


    

    
      	
              3.  

            	
              OWNERSHIP

            


    

    
      	
              3.1  

            	
              The
      Licensed Products contain confidential information of Superclick and all
      copyright trademarks and other intellectual property rights in the
      Licensed Products are and remain exclusive property of Superclick (other
      than, in accordance with Section 3.2., improvements and modifications to
      the Licensed Products developed by Swisscom). The License does not
      constitute a sale of the Licensed Product(s) or any portion or copy
      thereof. Notwithstanding the foregoing, Superclick grants to Swisscom the
      access to the source code and the right
to:

            


    

    
      	
              3.1.1  

            	
              Use
      the Licensed Products, which includes but is not limited
    to:

            


    

    
      	
              3.1.1.1  

            	
              Make
      back-up copies of the software and the
  Documentation

            


    

    
      	
              3.1.1.2  

            	
              Reverse
      compile, copy or adapt the whole or part of the Licensed Products and the
      Documentation

            


    

    
      	
              3.1.1.3  

            	
              Develop
      and modify, create off-shoots of the Licensed Products and the
      Documentation

            


    

    
      	
              3.1.1.4  

            	
              Get
      access to all available know-how, necessary to use the Licensed Products
      and the Documentation

            


    

    
      	
              3.1.2  

            	
              Distribute
      and sell the Licensed Products, which includes, but is not limited
      to:

            


    

    
      	
               
      

            	
              Making
      the Licensed Products available to third parties (including but limited to
      Swisscom’s partners, customers in the hospitality industry). In the event
      of a conflict of interest in relation to a third party in the Territory,
      the Parties shall discuss the situation and use reasonable efforts to
      agree on a solution in good faith.

            


    

     

    
      	
              3.2  

            	
              Intellectual
      Property Rights on the Application. Where Swisscom develops any new
      intellectual property on the Licensed Products and related source code
      (“Swisscom Developed IP”), Swisscom shall retain full ownership of the
      Swisscom Developed IP. However, in all instances, under the terms and
      conditions of the Agreement, Superclick shall retain full ownership of the
      Licensed Products and related source
code.

            


    

    
      	
              3.3. 

            	
              Pre-Emption
      Rights. In case of an intended sale of the entire or parts of the Licensed
      Products to a third party, in case of a change of ownership of Superclick,
      or in case of Superclick becoming subject to insolvency proceedings
      Swisscom shall have the first right to purchase such Licensed Products at
      a price matching or exceeding the highest offer for the acquisition of the
      Licensed Product(s) from the proposed third party
    purchaser.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              4. 
        

            	
              RESTRICTIONS

            


    

    
      	
              4.1  

            	
              Swisscom
      shall be allowed to sell, offer to sell, or promote the Licensed Products
      outside the Territory in accordance with the terms and conditions
      specified in Annex 3.

            


    

    
      	
              4.2  

            	
              Swisscom
      shall not remove any product identification in the source code, copyright
      or other notices from the Licensed
Product(s).

            


    

    
      	
              4.3  

            	
              Swisscom
      agrees that it will not without Superclick’s written consent discount the
      selling price of the native Licensed Product(s) in the form delivered to
      Swisscom at the Delivery Date, which shall mean the SIMS, MAMA and MDS
      applications in the form marketed and sold by Superclick, in order to
      promote the sales of other products of Swisscom or the Application, or for
      any reason whatsoever and that it will conduct all price negotiations in
      good faith on an arms length basis.

            


    

    
      	
              5. 
        

            	
              TECHNICAL
      SUPPORT, MAINTENANCE AND
DEVELOPMENT

            


    

    
      	
              5.1  

            	
              Technical
      Support. (a) During the Term Superclick shall provide the Technical
      Support set forth in Annex 8. In furtherance of, and in addition to,
      Sections 2.4 and 2.5 above, Superclick shall provide Swisscom with
      Licensed Product enhancements as made generally available as well as the
      error corrections and bug fixes. (b) Swisscom will provide all required
      support and interface to their end-user. (c) Swisscom will have one (1)
      interface to Superclick’s Customer Support
  organization.

            


    

    
      	
              5.1.1
        

            	
              Post-Termination
      Support. Should Swisscom request to receive further Technical Support,
      training, Software Maintenance and development after termination or expiry
      of the Agreement, the Parties shall in good faith agree on such revised
      terms of a new Agreement.

            


    

    
      	
              5.2. 
      

            	
              Superclick
      Enhancements to the Licensed Products. Superclick shall promptly inform
      SCE on any new software developments that it has undertaken of the
      Licensed Products and of any new software, that will be developed by
      Superclick in addition to the software that is part of the Licensed
      Products. SCE shall have the right to conduct audits of Superclick’s
      development efforts at any time, throughout the term of the MLA, upon
      written notice to Superclick no less than 15 business days in advance of
      the requested audit date.

            


    

     

    
      	
              5.3  
      

            	
               Incidental
      Expenses. Swisscom shall reimburse Superclick for actual, reasonable
      travel expenses including hotel expenses incurred by Superclick in
      connection with on-site services requested by Swisscom in accordance with
      its applicable cost policy. Labor expenses shall be assumed by
      Superclick.

            


    

     

    
      	
              5.4 
      

            	
               Maintenance.
      All enhancements and updates that Superclick makes to the Licensed
      Products for its own commercial purposes are included as part of
      Superclick’s maintenance obligation. Any enhancements and updates that
      require Superclick to enter into royalty and/or licensing agreements with
      third parties shall be excluded from this scope, including any mark-up in
      pricing on Superclick’s behalf. Enhancements and updates as defined in
      this Section 5.3 are exclusive of customization projects by Superclick on
      third-party’s behalf and on any new products. If Swisscom chooses to use
      some or all of these enhancements and/or updates, the Parties agree to
      negotiate the terms in good faith.

            


    

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              5.5 
      

            	
               Development.
      In addition to software developments that Superclick may undertake on the
      Licensed Products, Superclick shall undertake to provide for 160 hours per
      calendar year of development on the Licensed Products in coordination with
      Swisscom.

            


    

     

    5.5.1
Additional Development Hours. Swisscom shall be entitled to request further
development hours from Superclick, which will be charged at USD $175.00 per
hour.

     

    5.5.2. A
first estimation of a successful implementation is defined in Schedule B
attached.

     

    
      	
              6. 
        

            	
              PAYMENT
      PROVISIONS AND REPORTING.

            


    

    
      	
              6.1  

            	
              License
      Fees. The License Fee to be paid by Swisscom to Superclick is USD Seven
      Hundred Thousand ($700,000.00).

            


    

    
      	
              6.2  

            	
              Payment
      Schedule. The License Fee shall be paid Two Hundred Thousand ($200,000)
      Dollars (“Initial Payment”) on Delivery Date, Five Hundred Thousand
      ($500,000) dollars upon the Acceptance
Date

            


    

    
      	
              6.3  

            	
              Recurring
      Fees. Recurring Fees to be paid by Swisscom to Superclick for provisioning
      by Superclick to Swisscom of know-how, software maintenance, software
      updates, technical support and software development are Three Hundred and
      Ninety Thousand ($390,000) Dollars over the Term of the Agreement to be
      paid pro rata in the amount of Thirty-Two Thousand and Five Hundred
      Dollars ($32,500) quarterly upon invoice issued by Superclick and to be
      paid by Swisscom for the first time on Acceptance
  Date.

            


    

    
      	
              6.3.1  

            	
              Recurring
      Fees Renewed Term. Recurring Fees to be paid by Swisscom to Superclick in
      the event that the Agreement continues after the Term has expired, shall
      be One Hundred and Thirty Thousand ($130,000) Dollars to be paid by
      Swisscom per additional year (pro rata, in quarterly installments) by
      which the Term will be extended.

            


    

    
      	
              6.4  

            	
              Referral
      Fees and Commissions. See Annexes 2 and
3.

            


    

    
      	
              6.5  
      

            	
              Recurring
      Fees. Late payments will bear interest at the rate of 1% per month to
      cover Superclick’s costs of collection as well as interest, or, if lower,
      the maximum rate allowed by law. 

            


    

     

    
      	
              7. 
        

            	
              TERMS
      AND TERMINATION

            


    

    
      	
              7.1  

            	
              Term.
      The initial term of this Agreement shall be for three (3) years from the
      Acceptance Date (the “Term”). Thereafter, this Agreement shall
      automatically be extended for one year periods, pursuant to the terms and
      conditions outlined in 6.3.1., until terminated by Swisscom by at least 6
      (six) months’ prior written notice.

            
	7.2
       	This
      Agreement shall become effective as of the Effective Date.
	 	 
	7.3  
      	Termination.


    

                      

    7.3.1 The
Agreement may be terminated by either Party if (a) the other commits any
material breach of any term of this agreement and which shall not have been
remedied within 60 days of a written request to remedy the same or (b) subject
to Swisscom’s rights under Section 3.3, by a Party forthwith by notice in
writing if one Party becomes insolvent or takes significant steps for its
winding up.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    Provided,
however, that upon any such termination by either one of the Parties, such Party
may exercise any rights and remedies provided by contract or at law or equity in
order to seek monetary compensation or damages or an injunction for purposes of
seeking to enjoin use of any license under this Agreement for uses not permitted
under this Agreement, provided further, however, any such termination shall not
modify or shorten the term of any license granted by Superclick to Swisscom
under this Agreement.

     

    7.3.2 If,
during the Trial Period, Swisscom determines in its sole discretion, that the
Licensed Products do not meet its requirements, then Swisscom shall be entitled
to terminate the Agreement. In such case Swisscom shall return or destroy all
copies of the Licensed Product(s) and all portions thereof (whether or not
modified or incorporated with or into other software) and so certify to
Superclick.

     

    7.3.3
Effect of Termination. Upon termination of this Agreement, Swisscom shall
immediately cease further distribution or sale of the Licensed Product(s) ;
provided, however, that the termination or expiration of this Agreement shall
not affect any sublicenses to the Licensed Products granted by Swisscom in
accordance with this Agreement prior to such termination or expiration. The
parties’ rights and obligations under Sections 8, 9, 10, 11 shall survive the
termination of this Agreement.

     

    
      	
              7.4
        

            	
              Break-Up
      Fee. If, during the Trial Period, Swisscom reasonably determines, in its
      sole discretion,  that the Licensed Product do not meet its
      requirements and terminates the Agreement, Superclick shall immediately
      repay to Swisscom One Hundred Thousand Dollars ($100,000) of the Initial
      Payment paid to it by Swisscom upon the execution of the Agreement and
      keep One Hundred Thousand Dollars ($100,000) of the Initial Payment as
      break-up fee (the “Break-Up Fee”).

            


    

     

    
      	
              7.5
        

            	
              Usage
      After the Term. After the Term of this Agreement has expired but the
      Agreement continues to be extended in accordance with Section 7.1,
      Swisscom shall (a) make payment to Superclick in accordance with Section
      6.3.1 and (b) comply with the terms and conditions of Annex 2, Annex 3,
      Annex 4 and Annex 6. In case of Termination, Swisscom shall not be allowed
      any further use and modification of the Licensed Products in new
      properties. However, Swisscom shall be allowed continued use and modify
      the Licensed Products in existing properties.

            


    

     

    
      	
              8.  
       

            	
              PATENT
      AND COPYRIGHT INFRINGEMENT

            


    

    Superclick
will indemnify and hold harmless Swisscom and will defend any action brought by
a third party against Swisscom to the extent that such action is based on a
claim that the Licensed Product(s) or any part thereof used within the scope of
the license granted herein, infringe a copyright, trade secret or United States
or foreign patent. Superclick will bear the expenses of such defense, as
incurred, and pay any damages and attorney’s fees awarded by a court of
competent jurisdiction to the extent attributable to such claim, provided that:
(a) Swisscom notifies Superclick promptly in writing of such claim, provided
that the failure to provide notice 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    shall not
relieve Superclick of its responsibility under this Secition 8, (b) Superclick
has sole control of the defense and all related settlement negotiations; and (c)
Swisscom provides Superclick with assistance and information required to perform
Superclick's obligations under this Section 8. Superclick shall have no
liability for any claim of infringement based upon (i) use of a superseded or
altered release of Licensed Product(s) (unless the alteration was made or
authorized by Superclick) if the infringement would have been avoided through
the use of a current unaltered release of the Licensed Product(s) which
Superclick provided to Swisscom free of charge, (ii) use of the Licensed
Product(s) combined with other products, processes or materials where the
alleged infringement arises solely from such combination, or (iii) use not in
accordance with this Agreement. If the Licensed Product(s) is or in Superclick's
judgment may become the subject of any claim of intellectual property
infringement, or if a court determines that the programs infringe any
intellectual property right then Superclick may at its option and expense either
(i) procure for Swisscom the right under such intellectual property right to use
such  program; or (ii) replace the program with other software deemed
suitable in Swisscom’s sole discretion: or (iii) modify the program to make the
software noninfringing; or, if (i), (ii) and (iii) are commercially impractical,
(iv) remove the program and refund a pro rata portion of the license fees paid
by Swisscom for such program, less an amount for use calculated over a five year
period using straight line depreciation. THE FOREGOING CONSTITUTES SUPERCLICK'S
SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT AND IS IN LIEU OF ANY
WARRANTIES OF NONINFRINGEMENT, WHICH ARE HEREBY DISCLAIMED.

     

    
      	
              9.  
       

            	
              WARRANTY
      AND DISCLAIMER

            


    

    Superclick
represents and warrants to Swisscom as of the date of this Agreements as
follows

     

    (a)
Superclick has good and marketable title and property in the Licensed Products
(free and unencumbered) (b) Superclick has all requisite corporate power and
authority to execute and deliver this Agreement and take the actions
contemplated hereby (c) Superclick will perform Technical Support, Training,
Software Maintenance and Development with reasonable care and
skill.

     

    Subject
to the conditions and limitations on liability stated herein, Superclick
warrants for a period of ninety (90) days from the delivery of the initial copy
of the final version of each type of program hereunder that such program, as so
delivered, will materially conform to the then-current Documentation and will be
operable in accordance with its intended use. In addition, Superclick warrants
the media on which Licensed Product(s) are contained will be free of defects
under normal use for a period of ninety (90) days following delivery thereof.
This warranty covers only problems reported to Superclick during the warranty
period. ANY LIABILITY OF SUPERCLICK WITH RESPECT TO THE PROGRAM(S) OR THE
PERFORMANCE THEREOF OR DEFECTS THEREIN UNDER ANY WARRANTY, NEGLIGENCE, STRICT
LIABILITY OR OTHER THEORY WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR,
IF REPLACEMENT IS INADEQUATE AS A REMEDY OR, IN SUPERCLICK'S OPINION,
IMPRACTICAL, TO REFUND OF THE LICENSEE FEE AND TERMINATION OF THE LICENSE.
EXCEPT FOR THE FOREGOING, THE PROGRAM(S) ARE PROVIDED "AS IS" WITHOUT WARRANTY
OR CONDITION OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OR
CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER,
SUPERCLICK DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS THAT THE
PROGRAM(S) WILL BE FREE FROM BUGS OR THAT USE OF PROGRAM(S) WILL BE
UNINTERRUPTED OR REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE PROGRAM(S)
OR DOCUMENTATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.
Swisscom understands that Superclick is not responsible for and will have no
liability for hardware, software, or other items or any services provided by any
persons other than Superclick.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              10.  

            	
              LIMITATION
      OF REMEDIES AND DAMAGES, FORCE MAJEURE EXCEPT FOR BODILY INJURY OF A
      PERSON, SUPERCLICK SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY
      SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT
      LIABILITY OR OTHER THEORY: (i) FOR INTERRUPTION OF USE OR FOR LOSS OR
      INACCURACY OR CORRUPTION OF DATA OR (EXCEPT FOR RETURN OF AMOUNTS PAID TO
      SUPERCLICK FOR UNDELIVERED OR RETURNED NONCONFORMING PROGRAM(S)) COST OF
      PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (ii) FOR ANY
      INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES
      INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS; OR (iii) FOR ANY MATTER
      BEYOND ITS REASONABLE CONTROL. SWISSCOM SHALL NOT BE RESPONSIBLE OR LIABLE
      WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT,
      NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL,
      CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED
      TO, LOSS OF PROFITS.

            


    

    


     

    
      	
              11.  

            	
              MISCELLANEOUS

            


    

    


     

    
      	
               
      

            	
              11.1

            	
              Should
      Superclick grant a license to directly or indirectly use, distribute
      and/or sell the entire or part of the Licensed Products (“License Rights”)
      to a party other than Swisscom (“Third Party”), and should such Third
      Party directly or indirectly use, sell or distribute the entire or parts
      of the Licensed Products in the Territory, Superclick shall have to remedy
      this situation within 90 days of having granted such all or parts of the
      License Rights. Should such Third Party or any other party to which it has
      transferred all or parts of the License Rights continue to use all or
      parts of the License Rights after this 90 day period in the Territory, and
      Superclick has not demonstrated to Swisscom that it has cured the
      situation, Superclick shall pay to Swisscom a contract penalty of USD
      Fifty Thousand ($50,000) Dollars per infringement of its exclusivity
      undertakings as set forth under Section 2.1 in connection with this
      Section 11.1 per month, as long as the infringement will continue. The
      same applies mutatis
      mutandis in case that Superclick continues to sell the Licensed
      Products to current customers in the Territory. Swisscom hereby
      acknowledges, however, that the Licensed Products have been heretofore
      distributed, sold and used in the Territory by other Superclick customers
      and partners (to be listed in Annex 10 to this Agreement) and these usages
      are an exception to this Section 11.1. The payment of such penalty shall
      in no case be considered as a waiver from Swisscom of its exclusivity
      rights in the Territory as defined. The penalty shall be without prejudice
      to any rights or remedies available to, or any obligations or liabilities
      accrued to, either Party under the terms of the
  Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              11.2

            	
              Should
      Swisscom sell the Licensed Products at any time during the term of this
      Agreement or thereafter in violation of the terms and conditions under
      Annex 2, Annex 3, and/or Annex 4, Swisscom shall have the right to remedy
      this situation within 90 days of having been notified by Superclick that
      it has committed such violation(s). Should the violation continue without
      being cured by Swisscom after 90 days of its notification by Superclick,
      and Swisscom has not demonstrated to Superclick that it has cured the
      situation, Swisscom shall pay to Superclick a contract penalty of USD
      Fifty Thousand ($50,000) Dollars per infringement of Annex 2, Annex 3
      and/or Annex 4 in connection with this Section 11.2 per month, as long as
      the infringement will continue. The penalty shall be without prejudice to
      any rights or remedies available to, or any obligations or liabilities
      accrued to, either Party under the terms of the
  Agreement

            


    

     

    
      	
               
      

            	
              11.3

            	
              Confidentiality.
      Except as expressly permitted by this Agreement, neither Party shall
      disclose to any third party any information provided by the other Party
      which is marked confidential or proprietary or would reasonably be
      understood to be confidential or proprietary. The Parties recognize and
      agree that there is no adequate remedy at law for breach of this Section
      11.3, that such a breach would irreparably harm Superclick or Swisscom, as
      the case may be, and that each Party is entitled to equitable relief
      (including, without limitation, injunctions) with respect to any such
      breach or potential breach in addition to any other remedies. The
      obligations of this Section 11.3 shall survive the expiration or
      termination of this Agreement.

            


    

     

    
      	
               
      

            	
              11.4

            	
              Use
      of name and logo. Superclick grants Swisscom, free of charge, the rights
      of use of its logo, name and, if necessary, trademarks for its own
      marketing uses during the term of this Agreement. Swisscom shall however
      not be obliged to display Superclick’s name or logo on its user interface
      to its partners or end users.

            


    

     

    
      	
               
      

            	
              11.5

            	
              Governing
      Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE
      WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES AND WITHOUT REGARD TO THE
      1980 UN CONVENTION ON THE INTERNATIONAL SALE OF
  GOODS.

            


    

     

    
      	
               
      

            	
              11.6

            	
              Arbitration.
      Any dispute or claim arising out of or related to this Agreement, or the
      interpretation, making, performance, breach or termination thereof, shall
      be finally settled by binding arbitration in Washington D.C., Delaware (or
      such other location as is mutually agreed upon in writing by the Parties)
      under the American Arbitration Association International Arbitration
      Rules, by one arbitrator appointed in accordance with said Rules, provided
      that at the request of either Party, the arbitration shall be conducted by
      three arbitrators with each Party selecting one arbitrator and the third
      arbitrator selected in accordance with the Rules. Judgment on the award
      rendered by the arbitrators may be entered in any court having
      jurisdiction thereof. The arbitrator shall apply Delaware law to the
      merits of any dispute or claim, without reference to rules of conflict of
      law or the 1980 UN Convention on the International Sale of Goods. The
      Parties may apply to any court of competent jurisdiction for a temporary
      restraining order, preliminary or permanent injunction, or other interim
      or conservatory relief, as necessary, without breach of this arbitration
      agreement and without any abridgment of the powers of the arbitrators. At
      the request of either Party, the arbitrators will enter an appropriate
      protective order to maintain the confidentiality of information produced
      or exchanged in the course of the arbitration proceedings. The Parties
      agree that, any provision of applicable law notwithstanding, they will not
      request, and the arbitrators shall have no authority to award, punitive or
      exemplary damages against any Party. The costs of the arbitration,
      including administrative and arbitrator's fees, shall be shared equally by
      the parties. Each Party shall bear the cost of its own attorneys' fees and
      expert witness fees. The arbitral proceedings and all pleadings and
      written evidence shall be in the English language. Any written evidence
      originally in another language shall be submitted in English translation
      accompanied by the original or true copy
  thereof.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              11.7

            	
              Export
      of Licensed Product(s). Swisscom will not remove or export from the United
      States or re-export from anywhere any part of the Licensed Product(s) or
      any direct product thereof except in material compliance with and with all
      licenses and approvals required under applicable export laws and
      regulations.

            


    

     

    
      	
               
      

            	
              11.8

            	
              Assignment.
      Neither this Agreement nor any License granted hereunder is assignable or
      transferable by Swisscom without the prior written consent of Superclick,
      which consent shall not be unreasonably withheld or delayed; any attempt
      to do so shall be void; provided, however, that Swisscom may assign or
      transfer this Agreement, in whole to any of its subsidiaries or any
      company belonging to Swisscom AG group, in connection with a merger,
      acquisition or sale of assets. This Agreement is not assignable or
      transferable by Superclick without the prior written consent of Swisscom,
      provided, however, that subject to Section 3.3. above, Superclick may
      assign this Agreement without consent from Swisscom in connection with a
      merger, acquisition or sale of
assets.

            


    

     

    
      	
               
      

            	
              11.9

            	
              Severability.
      In the event any provision of this Agreement or portion thereof is held to
      be invalid or unenforceable then such provision shall be deemed stricken
      or modified to the minimum extent necessary and the remaining provisions
      of this Agreement remain in full force and effect.

            
	 	 	 
	 	11.10	      
              Waiver
      and Amendment. The waiver by either party of any default or breach of this
      Agreement shall not constitute a waiver of any other or subsequent default
      or breach.

            
	 	 	 
	 	11.11
      	      
              Press
      Release. Swisscom will approve a press release issued by Superclick
      stating the nature of the Agreement no later than 3 business days after
      the Effective Date. In addition, the Parties acknowledge and agree that
      Superclick and Swisscom shall be entitled to comply with the information
      obligations to the public as set out in the company laws or security laws
      of the U.S.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	 	 	 
	 	11.12	      
              Entire
      Agreement. Both Parties agree that this Agreement and the Annexes hereto
      and any duly executed Schedules constitute the complete and exclusive
      statement of the mutual understanding of the Parties and supersede and
      cancel all previous written and oral agreements and communications
      relating to the subject matter hereof. Any waivers or amendments shall be
      effective only if made in writing by non-preprinted agreements clearly
      understood by both Parties to be an amendment or waiver and signed by a
      duly authorized representative of each Party. In the event of a conflict
      between the terms of this Agreement and any Schedule the terms and
      conditions of this Agreement shall
apply.

            


    

     

     

    
      
        	
                Superclick,
      Inc.

              	
                Hospitality
      Services Plus SA

              
	 
      	 
      	 
      
	
                By:
      _____________________

              	
                By:
      _____________________

              	
                By:
      _____________________

              
	 
      	 
      	 
      
	
                Name:
      ___________________

              	
                Name:
      ___________________

              	      
                Name:
      ___________________

              
	 
      	 
      	 
      
	
                Title:
      ____________________

              	
                Title:
      ____________________

              	
                Title:
      ____________________

              
	 
      	 
      	 
      
	
                Date:
      ____________________

              	
                Date:
      ____________________

              	 
      


      



     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    
      
        	
                SCHEDULE
      A

              	 
      
	 	 
	
                LICENSED
      PRODUCTS

              	 
      
	 	 
	
                Date
      October 27, 2006

              	
                SIMS
      version 1.5.4r14.2

              
	 	 
	 
      	
                MaMA
      version 1.

              
	 	 
	 
      	
                MDS
      version 1.4

              


      

    

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    SCHEDULE
B

     

    


     

    
      	
              ITEM

            	
              Notes

            	
              Pilot
      SPCK

            	
               Pilot
      SCE

            	
               Final
      SPCK

            	
               Final
      SCE

            
	 	 	 	 	 	 
	
              OpenVPN

            	
              Initial
      testing was successful, the OpenVPN software and config needs to be
      integrated in SIMS.

            	 
      	
              2.00

            	 
      	 
      
	 	 	 	 	 	 
	
              Flat
      File Config

            	
              store
      the whole SIMS configuration in a single XML file.

            	 
      	
               
      

            	
                    10.00

            	 
      
	 	 	 	 	 	 
	
              Light
      updates

            	
              A
      daemon needs to be written to  make the radius request at
      configurable intervals ( cron )

            	 
      	
              4.00

            	 
      	
              4.00

            
	 	 	 	 	 	 
	
              DNS
      trick

            	
              Make
      SIMS authoritative for clbng.sceur.ch and implement the same trick, we
      need  a sample certificate from Marco to confirm
      this.

            	
              2.00

            	 
      	 
      	 
      
	 	 	 	 	 	 
	
              Implement
      bandwidth quotas

            	
              Max-output
      –rate and Max-input-rate are implemented already. We need to implement the
      maximum-input and maximum-output octects attributes and handle bandwidth
      quotas.

            	
              3.00

            	 
      	 
      	 
      
	 	 	 	 	 	 
	
              Radius
      Interim

            	
              1.
      Radius Interim needs to be implemented in the C code of the PHP radius
      extension

              2.
      Add Interim messages to the port bouncing daemon or radius_update.php (
      radtmp  can store the last_interim timestamps) + Support
      for   Acct-Interim-Interval  attribute

              3.
      Implement Radius fall back ( secondary radius )

              4.
      Implementing Radius Stop (
      Acct-Terminate-Cause   )

            	 
      	
              7.00

            	 
      	 
      
	 	 	 	 	 	 
	
              Re-Authentication

            	
              Reauthentication
      needs to be added to the toolbar code (?) and to the port hopping daemon
      to extend automatically the subscriptions before a user is disconnected,
      if more time became available.

            	
            	 
      	 
      	
              2.00

            
	 	 	 	 	 	 
	
              Shaper

            	
              1)
      We will modify the existing code to use dynamic classes with configurable
      guaranteed speeds and implement the AVPAIR bandwidth-level as priority
      (4hr)

            	
              0.50

            	 
      	 
      	 
      
	 	 	 	 	 	 
	
              VBN

            	
              Add
      ARP ping at GC time to keep clients alive when they are
    idle

            	
              0.50

            	 
      	 
      	 
      
	 	 	 	 	 	 
	
              SNMP

            	
              Need
      to add a OID to return the number of connected users and other MIBs.
      Please view the addinital Mibs.XLS  file

            	 
      	
              6.00

            	 
      	 
      
	 	 	 	 	 	 
	
              Login
      Page

            	
              Complete
      the remaining parameter list

            	 
      	
              1.00

            	 
      	 
      
	 	 	 	 	 	 
	
              MAMA
      LDAP

            	
              LDAP
      authentication with the Swisscom User DB : only the username and password
      is verified through the LDAP. If the user exists in LDAP but not in MAMA
      its created from a default template.

            	 
      	 
      	 
      	
              1.50

            
	 	 	 	 	 	 
	
              Marco
      trick

            	
              Trick
      to reach unreachable ( no gateway, same IP ) devices from the
      internet

            	 
      	 
      	
              0.50

            	 
      
	 	 	 	 	 	 
	
              Updates

            	
              Merge
      packages and SIMS updates, provide an API for it.

            	 
      	 
      	
              5.00

            	 
      
	 	 	 	 	 	 
	
              AP

            	
              Symbol,
      Colubris AP need to be certified with SIMS

            	
              1.00

            	 
      	 
      	 
      
	 	 	 	 	 	 
	
              PMS

            	
              SHS
      billing interface ( TCP/Bidirectional )

            	 
      	 
      	 
      	
                     5.00

            
	 
      	
              Days

            	
              7.00

            	
              20.00

            	
              15.50

            	
              12.50

            
	 	 	 	 	 	 
	 
      	
              Hrs

            	
              56.00

            	
              160.00

            	
              124.00

            	
              100.00

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ANNEX
1

     

    TIMELINES

    


     

    
      	
              1.  

            	
              LOI
      executed on 1 October, 2006

            


    

    
      	
              2.  

            	
              Pilot
      Period begins upon signature of the LoI and lasts until 20 November
      2006.

            


    

    
      	
              3.  

            	
              MLA
      is executed on the Effective Date.

            


    

    
      	
              4.  

            	
              Delivery
      Date is 1 week after the Effective
Date.

            


    

    
      	
              5.  

            	
              Trial
      Period begins on the Effective Date and lasts for a period of eight
      weeks.

            


    

    
      	
              6.  

            	
              Acceptance
      Date is the day following the expiration of the Trial Period, but no later
      than 60 days after the Effective Date or otherwise agreed between the
      Parties.

            


    

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ANNEX
2

     

    TERMS
AND CONDITIONS FOR EUROPE

     

    
      	
              1.  

            	
              The Territory. As
      defined in Section 1.11 of the
Agreement.

            


    

    
      	
              2.  

            	
              Swisscom Right of
      Refusal. Superclick shall introduce to Swisscom each proposed
      installation for North American brands under contract with Superclick that
      it desires to sell into the Territory and Swisscom shall retain the right
      to:

            


    

    
      	
              a.  

            	
              Deny
      Superclick the right to sell its proprietary SIMS, MAMA and MDS
      based-products into the Territory through the proposed installation and
      offer its own proprietary Licensed Products-based solution into the
      Territory; or

            


    

    
      	
              b.  

            	
              Grant
      Superclick the right to sell its proprietary SIMS, MAMA and MDS
      based-products into the Territory under its own terms and conditions of
      selling and compensation.

            


    

    
      	
              3.  

            	
              Compensation and
      Commissions.

            


    

    
      	
              a.  

            	
              North
      American Brand-Driven Installations. The compensation and commission
      structure for North American brand-driven installations brought by
      Superclick shall be:

            


    

    
      	
              i.  

            	
              If
      Swisscom installs its own proprietary Licensed Product Swisscom shall pay
      to Superclick a referral fee of $500 per property that installs the
      Licensed Products.

            


    

    
      	
              ii.  

            	
              If
      Swisscom decides to promote any Superclick advertising offering, Swisscom
      and Superclick shall net revenue-share on a 50/50 basis on all advertising
      revenue Superclick generates on the Licensed
  Products.

            


    

    
      	
              4.  

            	
              Right to Sell
      Advertising. In the instances of 2(b), Superclick shall retain the
      right to sell advertising on the Licensed Products in the
      Territory.

            


    

     

     

    
      	
                    
                Place
      / Date:

              

            	
            


    

     

    
      	
                    
                Hospitality
      Services Plus SA

              

            	
            


    

     

    
      	
              By:
      ___________________

            	
              By :
      ___________________

            


    

     

    
      	
              Name:  ________________

            	
              Name:
      _________________

            


    

     

    
      	
                    
                Place
      / Date:

              

            	
            


    

     

    
      	
              Superclick
      Inc.

            	 


    

     

    
      	
                    
                By:
      ___________________

              

            	
            


    

     

    
      	
                    
                Name:  _________________

              

            	
            


    

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ANNEX
3

     

    TERMS
AND CONDITIONS FOR NORTH AMERICA AND THE WORLD

     

    
      	
              1.   
       

            	
              North America. “North
      America” shall mean Mexico, the United States and
  Canada.

            


    

    
      	
              2.   
       

            	
              The World. “The World”
      shall mean all states and countries outside of the Territory and excluding
      North America.

            


    

    
      	
              3.   
       

            	
              Installations and Compensation
      in North America:

            


    

    3.1. Installations in existing Swisscom
properties. Swisscom will be allowed to install the Licensed Products in
Swisscom properties (“Existing Swisscom Properties”) under contract at the
Effective Date. Swisscom shall supply a complete list of the Existing Swisscom
Properties in Annex 9.

     

    3.2. Compensation and Commissions.
Swisscom shall pay to Superclick $500 per Swisscom property for the installation
of Licensed Products installed in North America.

     

    3.3. 18 Months Reprieve in North America.
Subject to the Swisscom Excepted Brand defined in Annex 4, Swisscom shall
not install Licensed Products in any North American property in addition to
those defined under section 3.1 above and Annex 9 without Superclick’s written
authorization for the first Eighteen (18) months of the Initial Term of the
MLA.

     

    4. Installations and Compensation in The
World:

     

    Swisscom
shall be free to install the Licensed Products in the World subject to the
following conditions:

     

    
      	 	a.	      
              Swisscom
      shall adhere to the pricing as set forth in Annex 5, which shall be
      subject to change at Superclick’s sole discretion for any installations in
      the World throughout the Term of the Agreement.

            
	
               
      

            	
              b.

            	
              Most
      Favored Customer Status. Superclick represents, warrants, and covenants
      that: (a) all fees and other amounts charged to or payable by Swisscom
      (including variable unit or other incremental costs or charges) will be as
      low as those charged for similar services that Superclick or any of its
      affiliates charges to its or their most favored customer; and (b) the
      terms and conditions under which such service or product is provided are
      no less favorable to those under which Superclick or any of its affiliates
      provides services or products to its or their most favored customer,
      regardless of industry or geography (“MFC Terms and Pricing”). For greater
      certainty, fees and other amounts charged to or payable by, and the terms
      and conditions under which products or services are provided will at no
      time be less favorable than those with, any other customer of Superclick
      or its affiliates for similar products or services. Once each year, the
      Chief Financial Officer of Superclick will provide a written certificate
      to Swisscom attesting to compliance of with this Section. If Superclick
      breaches this Section 4(b), Swisscom will either be retroactively
      reimbursed by Superclick to the date Superclick offered a more favorable
      price and/or will be entitled to amend the terms and conditions to the
      more favorable terms and conditions otherwise
  offered.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

                                                                                        

    
      	Place
      / Date: 	Place
      / Date:
	 	 
	
              Hospitality
      Services Plus SA

            	
              Superclick
      Inc.

            
	 	 
	By:
      ________________Name: ________________	      
              By:
      ___________________

            
	 	 
	By:  _______________
      Name: ________________	      
              Name:  ________________

            


    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ANNEX
4

     

    TERMS
AND CONDITIONS FOR CERTAIN NORTH AMERICAN BRAND-DRIVEN INSTALLATIONS
(INTERCONTINENTAL HOTEL GROUP, DOLCE INTERNATIONAL AND WESTMOUNT E.U. IN THE
CASE OF SUPERCLICK AND HILTON HOTEL GROUP IN THE CASE OF SWISSCOM)

     

    
      	
              1.  

            	
              Territory. As defined in
      Section 1.11 of the Agreement.

            


    

    
      	
              2.  

            	
              Superclick Excepted Brands in
      Europe.

            


    

    
      	
               
      

            	
              Superclick
      intends to install its proprietary SIMS, MAMA and MDS product in hotels in
      the Territory under the InterContinental Hotel Group, Dolce International
      and Westmount E.U. brands (the “Superclick Excepted Brands”). The
      Superclick Excepted Brands and their properties shall be excluded from
      section 2(a) of Annex 2.

            
	 	 
	
              3.  
      

            	      
              Swisscom Excepted Brands in
      North America. Swisscom intends to install its proprietary products
      embedded with the Licensed Products in Hilton Hotel Group properties
      throughout North American. Swisscom shall be excepted from the 18 month
      reprieve as defined in section 3.3. of Annex
  3.

            


    

     

    
      	
               
      

            	
              Subject
      to the applicability of the provisions in Annex 6, it is the understanding
      of both Parties that no additional compensation shall be due by either
      Party in relation to Sections 2 and 3 of this Annex
  4.

            


    

     

    
      	
                    
                Place
      / Date:

              

            


    

     

    
      	
                    
                Hospitality
      Services
Plus  SA

              

            


    

     

    
      	
                    
                By:
      ______________  Name:______________

              

            


    

     

    
      	
                    
                By:
      ______________ Name:
  ______________

              

            


    

     

     

    
      	
                    
                Place
      / Date:

              

            


    

     

    
      	
              Superclick
      Inc.

            	
              :

            


    

     

    
      	
                    
                By:
      ___________________

              

            


    

     

    
      	
                    
                Name:  ________________

              

            


    

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ANNEX
5

     

    PRICE
LIST (as of today, subject to changes)

     

    

    
      N.
AMERICAN PRICE LIST

       

    

    
      
        	 
      	 
      	 	
                US

              	 
	
                Item
      No.

              	
                Item
      Description

              	 	
                Price

              	 
	 
      	
                SUPPORT

              	 	 	 
	 	 	 	 	 
	
                SCRC00

              	
                Instruction
      Cards Wired/Wireless/both - Lang. 1 or 2 Eng/FR/SP(Pack of
    50)

              	 	$	50	 
	 	 	 	 	 	 
	
                SC-INST-E1

              	
                Installation
      Ethernet switches, WAPs

              	 	$	325	 
	 	 	 	 	 	 
	
                SC-INST-D1

              	
                Installation
      DSLAM, Splitter, cables and in-room devices; per room

              	 	$	125	 
	 	 	 	 	 	 
	
                SC-PSS

              	
                Superclick
      Switch/WAP Programming

              	 	$	100	 
	 	 	 	 	 	 
	
                SCHD04

              	
                BRONZE
      - 24/7/365 HELP DESK / GUEST ROOM

              	 	$	1.50	 
	 	 	 	 	 	 
	
                SCHD03

              	
                SILVER
      - 24/7/365 HELP DESK / GUEST ROOM (Help Desk, NOC )

              	 	$	2.00	 
	 	 	 	 	 	 
	
                SCHD02

              	
                GOLD
      - 24/7/365 HELP DESK / GUEST ROOM(HELP DESK, NOC,
Software)

              	 	$	2.50	 
	 	 	 	 	 	 
	
                SCHD01

              	
                PLATINUM
      - 24/7/365 HELP DESK / GUEST ROOM (HELP DESK, NOC, Software, Hardware 1st
      yr )

              	 	$	3.50	 
	 	 	 	 	 	 
	
                SCDM

              	
                Decorative
      desktop module;1 RJ45 Cat5 Cord,1 RJ 11Satin RJ11 Tel-Cord

              	 	$	10	 
	 	 	 	 	 	 
	 
      	
                SERVERS

              	 	 	 	 
	 	 	 	 	 	 
	
                SC
      SMB Server

              	
                Replacement
      SMB VBN GATEWAY SERVER; 1 TO 150 ROOMS

              	 	$	1,271	 
	 	 	 	 	 	 
	
                SC
      ENT Server

              	
                Replacement
      ENTREPRISE TOWER VBN GATEWAY SERVER; 151+ RMS

              	 	$	2,119	 
	 	 	 	 	 	 
	
                SC
      SMB 50

              	
                SIMS
      SMB VBN GATEWAY SERVER; 1 TO 50 ROOMS

              	 	$	2,072	 
	 	 	 	 	 	 
	
                SC
      SMB 150

              	
                SIMS
      SMB VBN GATEWAY SERVER; 51 TO 150 ROOMS

              	 	$	3,631	 
	 	 	 	 	 	 
	
                SC
      ENT 250T

              	
                SIMS
      ENTREPRISE TOWER VBN GATEWAY SERVER; 151 TO 250 RMS

              	 	$	5,186	 
	 	 	 	 	 	 
	
                SC
      ENT 250R

              	
                SIMS
      ENTREPRISE RACK VBN GATEWAY SERVER; 151 TO 250 ROOMS

              	 	$	5,186	 
	 	 	 	 	 	 
	
                SC
      ENT 500T

              	
                SIMS
      ENTREPRISE TOWER VBN GATEWAY SERVER; 250+ ROOMS

              	 	$	6,746	 
	 	 	 	 	 	 
	
                SC
      ENT 500R

              	
                SIMS
      ENTRPRISE VBN GATEWAY SERVER; 250+ ROOMS

              	 	$	6,746	 
	 	 	 	 	 	 
	
                SC
      SSL01

              	
                SIMS  ANNUAL
      SOFTWARE LICENSE 20% OF SERVER VALUE

              	 	 	20	%
	 	 	 	 	 	 
	 
      	
                Options
      and Accessories

              	 	 	 	 
	 	 	 	 	 	 
	
                Billing
      Interface

              	
                Billing
      Interface

              	 	$	1,818	 


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

               


    
    

    ANNEX
6

     

    TERMS
AND CONDITIONS ON SUPERCLICK ADVERTISING PROMOTION BY SWISSCOM

     

    
      	
              1.  

            	
              Right to Sell
      Advertising.:

            


    

    


     

    
      	
              a.  

            	
              Definition
      : For the purposes of this Annex 6, advertising and marketing inventory
      shall mean any and all ad insertions, ad content, ad partners and brands
      that Superclick has presented to the Hotel  in agreement with
      Swisscom.

            


    

    
      	
              b.  

            	
               In
      accordance with Swissom’s standards and policies, as well as those of its
      customers, Superclick shall retain the right to sell advertising on the
      Swisscom Licensed Products in North America and the
  World.

            


    

    
      	
              c.  

            	
              For
      a period of Eighteen (18) months, and under the condition that Swisscom
      has an existing agreement with the hotel, Swisscom cannot make use of the
      existing advertising and marketing inventory that Superclick has
      introduced to the hotel and that the hotel has distributed through the
      Licensed Products.

            


    

    
      	
              2.  

            	
              Compensation:

            


    

    
      	
              a.  

            	
              IF
      Swisscom decides to promote the Superclick Advertising offering , Swisscom
      and Superclick shall net revenue-share on a 50/50 basis on all advertising
      revenue Superclick generates on the Licensed
  Products

            


    

    


    
      	
              Place
      / Date:

            


    

     

    
      	
              Hospitality
      Services Plus SA

            


    

     

    
      	
              By:
      ________________  Name:
  ________________

            


    

     

    
      	
              By:
      _______________    Name:
      ___________________

            


    

    


     

     

    
      	
              Place
      / Date:

            


    

     

     

    
      	
              Superclick
      Inc.

            	
              :

            


    

     

    
      	
              By:
      ___________________

            


    

     

    
      	
              Name:  ___________________

            


    

     

     

     

     

    
 

    ANNEX
7

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    DOCUMENTATION

     

     

    SIMS
Manual – Located in SIMS Install CD.

     

     

    This
manual is an overview of SIMSä and is designed to
help you understand the features of this product.  The chapters of this
manual contain the following information:

     

     

    
      	
              Chapter
      1

            	
              Overview

            
	
              Chapter
      2

            	
              General
      Use

            
	
              Chapter
      3

            	
              Configuration
      Menu

            
	
              Chapter
      4

            	
              Room
      and Billing Settings Menu

            
	
              Chapter
      5

            	
              Status
      and Logs Menu

            
	
              Chapter
      6

            	
              Traffic
      and Reports Menu

            
	
              Chapter
      7

            	
              Other
      Tools Menu

            


    

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    MAMA
Manual –

     

    This
manual is an overview of MaMAä and is designed to
help you understand the features of this product.  The chapters of this
manual contain the following information:

     

    
      	
              Chapter
      1

            	
              Overview

            
	
              Chapter
      2

            	
              General
      Use

            
	
              Chapter
      3

            	
              Configuring
      MaMA

            
	
              Chapter
      4

            	
              Monitoring
      the Network

            
	
              Chapter
      5

            	
              Generating
      Reports

            


    

    


    MAMAv3
developer manual (In creation will be ready end January 2007)

     

    
      	
              ·  

            	
                 
      MAMAv3 Database

            


    

    
      	
              ·  

            	
                 
      MAMAv3 support system

            


    

    
      	
              ·  

            	
                 
      MAMAv3 monitoring system

            


    

    
      	
              ·  

            	
                 
      MAMAv3 reporting system

            


    

    
      	
              ·  

            	
                 
      MAMA backup system

            


    

     

    SIMS
developer manual

     

    
      	
              ·  

            	
                 
      SIMS database

            


    

    
      	
              ·  

            	
                 
      SIMS web management interface

            


    

    
      	
              ·  

            	
                 
      SIMS proxy subsystem and
redirectors

            


    

    
      	
              ·  

            	
                 
      SIMS room mapping

            


    

    
      	
              ·  

            	
                 
      VBN kernel module

            


    

    
      	
              ·  

            	
                 
      SIMS firewall

            


    

    
      	
              ·  

            	
                 
      SIMS traffic shaper

            


    

    
      	
              ·  

            	
                 
      SIMS v2 disclaimer pages and API

            


    

    
      	
              ·  

            	
                 
      SIMS billing interface

            


    

    
      	
              ·  

            	
                 
      SIMS MAMA interfaces

            


    

    
      	
              ·  

            	
                 
      SIMS utilities

            


    

    
      	
              ·  

            	
                 
      SIMS printing interfaces

            


    

    
      	
              ·  

            	
                 
      SIMS Linux Kernel

            


    

    
      	
              ·  

            	
                 
      SIMS Installation CD howto

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    As
of October 27, 2006 software features sets.

     

    
      	
              Features:

            	
              Superclick        SIMS

            	
              MAMA

            	
              SIMS
      Helpdesk

            
	 
      	 
      	 
      	 
      
	
              Server
      Platform

            	 
      	 
      	 
      
	
              Operating
      System

            	
              Linux

            	
              Linux

            	
              Linux

            
	
              Configuration
      Backup & Restore

            	
              Y

            	
              Y

            	
              Y

            
	
              Flash-Based
      RTOS, No Moving Parts

            	
              N

            	
              N

            	
              N

            
	
              Hardened
      Against Viruses & Hackers

            	
              Y

            	
              Y

            	
              Y

            
	
              Modular
      Software Design for Flexibility

            	
              Y

            	
              Y

            	
              Y

            
	
              Per
      User OS License Fees

            	
              N

            	
              Y

            	
              Y

            
	
              Private
      Label Option

            	
              Y

            	
              Y

            	
              Y

            
	
              Redundant
      Power Supplies

            	
              N/A

            	
              N/A

            	
              N/A

            
	
              Redundant
      RAID Hard Disk Drives

            	
              N/A

            	
              N/A

            	
              N/A

            
	
              Ethernet
      Ports

            	
              N/A

            	
              N/A

            	
              N/A

            
	
              Expansion
      Slots

            	
              N/A

            	
              N/A

            	
              N/A

            
	
              Weight

            	
              N/A

            	
              N/A

            	
              N/A

            
	
              120/240
      AC autosensing

            	
              N/A

            	
              N/A

            	
              N/A

            
	
              Power

            	
              N/A

            	
              N/A

            	
              N/A

            
	
              Third
      Party Helpdesl Software intergration

            	
              N

            	
              Y

            	
              Y

            
	
              Competative
      VBN Import tools

            	
              Y

            	
              -

            	
              -

            
	 
      	 
      	 
      	 
      
	
              Alarm
      Notification & Helpdesk

            	 
      	 
      	 
      
	
              Email

            	
              Y

            	
              Y

            	
              -

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      
        	
                Features:

              	
                Superclick        SIMS

              	
                MAMA

              	
                SIMS
      Helpdesk

              
	 
      


      

    

    
      	
              SMS

            	
              Y

            	
              Y

            	
              -

            
	
              Pager

            	
              Y

            	
              Y

            	
              -

            
	
              Multi
      Level Alarm notification

            	
              Y

            	
              Y

            	
              -

            
	
              Destinct
      alarm notification

            	
              Y

            	
              Y

            	
              -

            
	
              Automatic  Scheduled
      system status

              reporting CPE link
      errors

            	
              Y

            	
              Y

            	
              -

            
	
              Realtime
      Room Status

            	
              Y

            	
              Y

            	
              Y

            
	
              Online
      Device Login status

            	
              Y

            	
              N

            	
              Y

            
	
              Helpdesk
      Ticket system

            	
              N

            	
              N

            	
              Y

            
	
              Historical
      Room Knowledge base

            	
              N

            	
              N

            	
              Y

            
	
              Historical
      MAC knowledge base

            	
              N

            	
              N

            	
              Y

            
	
              Helpdesk
      Reporting system by Category

            	
              N

            	
              N

            	
              Y

            
	
              Assign
      Real IP realtime

            	
              Y

            	
              N

            	
              Y

            
	 
      	 
      	 
      	 
      
	
              Server
      Management

            	 
      	 
      	 
      
	
              24/7
      Monitoring

            	
              Y

            	
              Y

            	
              Y

            
	
              24/7
      Tier 1 Multiple Language Guest

              & Hotels staff Phone
      support

            	
              Y
      (1)

            	
              -

            	
              Y

            
	
              24/7
      Tier 2 Partners Phone & Email support

            	
              Y

            	
              -

            	
              Y

            
	
              Centralized
      Management

            	
              Y

            	
              Y

            	
              Y

            
	
              Configuration
      Backup and Restore

            	
              Y

            	
              Y

            	
              -

            
	
              Front
      & Edge Device Montoring system

            	
              Y

            	
              Y

            	
              -

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
       

      
        	
                Features:

              	
                Superclick        SIMS

              	
                MAMA

              	
                SIMS
      Helpdesk

              
	 
      


      

    

    
      	
              IP
      Climate Control device

            	
              Y

            	
              Y

            	
              -

            
	
              IP
      Minibar

            	
              Y

            	
              Y

            	
              -

            
	
              IP
      Video on Demand

            	
              Y

            	
              Y

            	
              -

            
	
              IP
      Phones

            	
              Y

            	
              Y

            	
              -

            
	
              CPE
      device & Swithces (xDSL, LRE, Cable)

            	
              Y

            	
              Y

            	
              -

            
	
              Ethernet
      Switches

            	
              Y

            	
              Y

            	
              -

            
	
              Wireless
      Access Points

            	
              Y

            	
              Y

            	
              -

            
	
              Management
      Reporting

            	
              Y

            	
              Y

            	
              Y

            
	
              Iinternet
      Usage & Traffic Report

            	
              Y

            	
              Y

            	
              -

            
	
              Centralized
      Multi Property Management Reporting

            	
              -

            	
              Y

            	
              -

            
	
              Centralized
      Multi Property Internet Usage Reports

            	
              -

            	
              Y

            	
              -

            
	
              Port
      Forwarding

            	
              Y

            	
              Y

            	
              -

            
	
              Port
      Montioring

            	
              Y

            	
              Y

            	
              -

            
	
              Remote
      Updates & Module Upgrades

            	
              Y

            	
              Y

            	
              -

            
	
              Web-Based
      GUI

            	
              Y

            	
              Y

            	
              -

            
	
              Internet
      Access Applications

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              High
      Speed Ethernet (xDSL, Cable, LRE)

            	
              Y

            	
              -

            	
              -

            
	
              High
      Speed Wireless-Plug-N-Play

            	
              Y

            	
              -

            	
              -

            
	
              High
      Speed Conference Rooms-Plug-N-Play

            	
              Y

            	
              -

            	
              -

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      
        	
                Features:

              	
                Superclick        SIMS

              	
                MAMA

              	
                SIMS
      Helpdesk

              
	 
      


      

    

    
      	
              High
      Speed Administration/Back Office

            	
              Y

            	
              -

            	
              -

            
	
              Dorm
      Rooms-Plug-N-Play

            	
              Y

            	
              -

            	
              -

            
	
              Video
      Conferencing (Devices without browsers)

            	
              Y

            	
              -

            	
              -

            
	
              Video
      On Demand Support

            	
              Y

            	
              -

            	
              -

            
	
              SMTP/Email
      Support

            	
              Y

            	
              Y

            	
              Y

            
	
              Email
      Hosting

            	
              Y

            	
              Y

            	
              -

            
	
              Web
      Hosting

            	
              Y

            	
              Y

            	
              -

            
	
              Adult
      Content Restriction

            	
              Y

            	
              -

            	
              -

            
	 
      	 
      	 
      	 
      
	
              VBN
      Server

            	 
      	 
      	 
      
	
              Plug-N-Play
      Internet Access

            	
              Y

            	
              -

            	
              -

            
	
              1:1
      Public IP Mapping for Hardware IPsec Support

            	
              Y

            	
              -

            	
              -

            
	
              Login
      Pages & User Redirects

            	 
      	 
      	
              -

            
	
              Multiple
      Redirects by Policy Set

            	
              Y

            	
              -

            	
              -

            
	
              Turn
      on/off Login Screen and/or Redirect Screen

            	
              Y

            	
              -

            	
              -

            
	
              Web
      Server & Screens Resident on Server

            	
              Y

            	
              -

            	
              -

            
	
              Pop-Up
      screen for upgrade of service

            	
              Y

            	
              Y

            	
              -

            
	
              Scheduled
      Pop-up Screen

            	
              Y

            	
              -

            	
              -

            
	
               IP
      & URL Based Walled Garden

            	
              Y

            	
              -

            	
              -

            
	
              Multil
      Disclamier,Landing Page groups

            	 
      	
              -

            	
              -

            
	
              Billing
      Options

            	 
      	 
      	
              -

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	
                Features:

              	
                Superclick        SIMS

              	
                MAMA

              	
                SIMS
      Helpdesk

              
	 
      


      

    

    
      	
              Affinity
      or Loyalty Program Support

            	
              Y

            	
              -

            	
              -

            
	
              Authorization
      Codes/PIN

            	
              Y

            	
              -

            	
              -

            
	
              Credit
      Card

            	
              Y

            	
              Y

            	
              -

            
	
              Multi
      Rate per day, session, room type

            	
              Y

            	
              -

            	
              -

            
	
              Full
      Radius Accounting & Reporting

            	
              Y

            	
              Y

            	
              -

            
	
              Full
      Wireless Support (Boingo, Gric, iPass, etc.)

            	
              Y

            	
              -

            	
              -

            
	
              Local
      User Name/Password Database

            	
              Y

            	
              Y

            	
              -

            
	
              PMS
      & CC Billing for VOD Systems

            	
              Y

            	
              -

            	
              -

            
	
              PMS
      Interface

            	
              Y

            	
              -

            	
              -

            
	
              Radius
      Client

            	
              Y

            	
              -

            	
              -

            
	
              Variable
      by time, bytes

            	
              Y

            	
              -

            	
              -

            
	
              XML
      for Central Billing & Reporting Integration

            	
              Y

            	
              -

            	
              -

            
	
              Security

            	 
      	 
      	 
      
	
              802.1Q
      VLAN

            	
              Y

            	
              -

            	
              -

            
	
              Firewall
      ACL's

            	
              Y

            	
              Y

            	
              Y

            
	
              Hardened
      against Virus and Hackers

            	
              Y

            	
              Y

            	
              Y

            
	
              Group
      Policies

            	 
      	 
      	
              -

            
	
              Combine
      Meeting & Guest Room policies

            	
              Y

            	
              -

            	
              -

            
	
              Conference
      Rooms Treated Differently

            	
              Y

            	
              -

            	
              -

            
	
              Guest
      Rooms Segmented and/or Grouped

            	
              Y

            	
              -

            	
              -

            
	
              Wireless
      AP for Hotspots & Roaming Agreements

            	
              Y

            	
              -

            	
              -

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
       

      
        	
                Features:

              	
                Superclick        SIMS

              	
                MAMA

              	
                SIMS
      Helpdesk

              
	 
      


      

    

    
      	
              Meeting
      Scheduler

            	 
      	 
      	
              -

            
	
              Calendar-based,
      Easy-to-Use

            	
              Y

            	
              -

            	
              -

            
	
              Customize
      Mtg & IP Info then Print/Email

            	
              Y

            	
              -

            	
              -

            
	
              Dynamic
      assignment of Public, Static IP pools

            	
              Y

            	
              -

            	
              -

            
	
              Meeting
      Setup Wizard

            	
              Y

            	
              -

            	
              -

            
	
              Policy-based
      to Differentiate Mtg's and/or Rooms

            	
              Y

            	
              -

            	
              -

            
	
              Redirect
      option

            	
              Y

            	
              -

            	
              -

            
	
              Resident
      on Gateway, Not separate software/box

            	
              Y

            	
              -

            	
              -

            
	
              Front
      Desk Web-Based GUI

            	 
      	 
      	 
      
	
              Per
      port or per user

            	
              Y

            	
              -

            	
              -

            
	
              Time
      Based Port Control

            	
              Y

            	
              -

            	
              -

            
	
              Turn
      Ports On/Off

            	
              Y

            	
              -

            	
              -

            
	
              VPN
      Support

            	 
      	 
      	 
      
	
              PPTP

            	
              Y

            	
              -

            	
              -

            
	
              Multiple
      User IPSEC/DHCP

            	
              Y

            	
              -

            	
              -

            
	
              IPSEC(Hardware
      Encryption)

            	
              Y

            	
              -

            	
              -

            
	
              Multiple
      VPN clients Connected simultaneously

            	
              Y

            	
              -

            	
              -

            
	
              Add
      Secondary IP Ranges - DHCP Scoping

            	
              Y

            	
              -

            	
              -

            
	
              Bandwidth
      Rate Control - Mac Address based

            	
              Y

            	
              -

            	
              -

            
	
              FTP
      Support

            	
              Y

            	
              -

            	
              -

            
	
              ICQ/Instant
      Messenger/NetMeeting Support

            	
              Y

            	
              -

            	
              -

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
       

      
        	
                Features:

              	
                Superclick        SIMS

              	
                MAMA

              	
                SIMS
      Helpdesk

              
	 
      


      

    

    
      	
              In
      Room Port Mapping

            	
              Y

            	
              -

            	
              -

            
	
              Multiple
      Language Support

            	
              Y

            	
              -

            	
              -

            
	
              NAT

            	
              Y

            	
              -

            	
              -

            
	
              Pass-Through
      IP support

            	
              Y

            	
              -

            	
              -

            
	
              Packet
      Shaping

            	
              Y

            	
              -

            	
              -

            
	
              URL
      tracking

            	
              Y

            	
              -

            	
              -

            
	
              WAN
      Side DHCP

            	
              Y,
      not recommended

            	
              -

            	
              -

            
	
              XML
      Support

            	
              N

            	
              -

            	
              -

            
	
              802.11
      Wireless Support

            	
              Y

            	
              -

            	
              -

            
	
              802.11a
      & 802.11b

            	
              Y

            	
              -

            	
              -

            
	
              802.1x

            	
              Y

            	
              -

            	
              -

            
	
              Web-Browser
      Authentication

            	
              Y

            	
              -

            	
              -

            
	
              Local
      User Name/Password Authentication

            	
              Y

            	
              -

            	
              -

            
	
              MAC
      Filter Lists for Access Control

            	
              Y

            	
              -

            	
              -

            
	
              Content
      delivery option via internal web pages

            	
              Y

            	
              -

            	
              -

            
	 
      	 
      	 
      	 
      
	
              Toolbar
      Buttons

            	 
      	 
      	 
      
	
              FAQ

            	
              Y

            	
              -

            	
              -

            
	
              Teleconference

            	
              Y

            	
              -

            	
              -

            
	
              Video
      Conference

            	
              Q2
      / 2005

            	
              -

            	
              -

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
       

      
        	
                Features:

              	
                Superclick        SIMS

              	
                MAMA

              	
                SIMS
      Helpdesk

              
	 
      


      

    

    
      	
              Online
      Entertaining games

            	
              Q2
      / 2005

            	
              -

            	
              -

            
	
              Online
      Gaming, Sports Books

            	
              Y

            	
              -

            	
              -

            
	
              Online
      Travel

            	
              Q2
      / 2005

            	
              -

            	
              -

            
	
              Online
      Shopping

            	
              Q2
      / 2005

            	
              -

            	
              -

            
	
              Online
      Purchase for Local venus

            	
              Y

            	
              -

            	
              -

            
	
              Online
      Printing

            	
              Y

            	
              -

            	
              -

            
	
              Online
      Chat Room

            	
              Q2
      / 2005

            	
              -

            	
              -

            
	
              Create
      Wireless Pin from a wired connection

            	
              Y

            	
              -

            	
              -

            
	
              Newspaper
      Direct

            	
              Y

            	
              -

            	
              -

            
	
              Online
      faxing

            	
              Y

            	
              -

            	
              -

            
	
              Short
      Drop down menu

            	
              Y

            	
              -

            	
              -

            
	
              Request
      Real IP link

            	
              Y

            	
              -

            	
              -

            
	
              Local
      Weather Icon

            	
              Y

            	
              -

            	
              -

            
	
              Insert
      for Brand Logo

            	
              Y

            	
              -

            	
              -

            


    

    


     

    ANNEX
8

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    TECHNICAL SUPPORT

     

    Support
times are 24/7/365 via the Superclick 1-866-847-0333 support
line.  The proper escalation procedures will the take affect. Below is
the contact information of the Superclick assigned staff to
Swisscom.

     

    Hospitality Services
Plus  SA Account Manager

     

    Director of Operations

     

    Marie-Annie d’Anjou

     

    Tel:

     

    Fax:

     

    Director Development

     

    Enrico Demarin

     

    Tel:

     

    Fax:

     

    Director of Support and
Costumer Service

     

    Mourad
Atuani

     

    Tel:

     

    Fax:

     

     

    


     

    Service
Levels and Escalation

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    
      	
              1.   Maintenance
      Priority Levels.  Superclick will respond to Swisscom’s
      requests for support and maintenance in accordance with the following
      priority levels:

            


    

     

    


     

    
      	
              PRIORITY

            	
              DESCRIPTION

            	
              INITIAL
      RESPONSE

            	
              TURN-AROUND

            	
              PERMANENT
      FIX

            
	 	 	 	 	 
	
              1

            	
              Software
      is unusable and the Swisscom cannot conduct business; failure of a major
      process that prevents Swisscom from conducting its normal
      business.

               

            	
              2
      Hours

              Elapsed

              Easter
      Day light business hours

            	
              8
      Hours

              Elapsed

            	
              7
      Days

            
	 	 	 	 	 
	
              2

            	
              Severe
      loss of functionality to a group of users or to a single user running a
      business-critical operation.

               

            	
              2
      Hours

              Elapsed

            	
              48
      Hours

              Elapsed

            	
              12
      Days

            
	 	 	 	 	 
	
              3

            	
              Inconvenient
      situation whereby the Software is usable, but does not provide a function
      in the most convenient or expeditious manner.

               

            	
              12
      Business Hours

            	
              Notification
      within 7 business days regarding intended action

            	
              Next
      Release

            
	 	 	 	 	 
	
              4

            	
              Minor
      Software problem that does not prevent Swisscom  from doing its
      work.

            	
              24
      Business Hours

            	
              Notification
      within 12 business days regarding intended action

            	
              N/A

            


    

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    
      	
              2.    Support
      and Maintenance Request Procedures.  The following process
      shall be used to address and resolve Swisscom requests for maintenance and
      support services (each a “Service
Request”).

            


    

     

    
      	
              2.1

            	
              Trouble Report
      Form.  Swisscom must complete a Superclick Trouble Report,
      transmit such completed form to Superclick via a ticket using a dedicated
      queue in the Swisscom ticketing system, and contact Superclick Customer
      Support via telephone or email.  Superclick support will use this
      mail’s header as reference for any follow up.  Work will not commence
      until a description of the suspected fault or problem has been received by
      Superclick. Swisscom will provide information available to it in respect
      of the fault or problem as requested by Superclick in its diagnosis of the
      fault or problem. Superclick assistance can be sought in the process of
      documenting the fault or in establishing dumps, traces or any other action
      necessary for documenting the
fault.

            


    

     

    
      	
              2.4

            	
              Permanent Fix. 
      Within the designated Permanent Fix period, Superclick will provide a
      software patch that corrects the condition that was the subject of the
      Service Request.  No Permanent Fix will require any change to
      Swisscom’s procedures or an environmental change (hardware, network
      interface, OS or third party
software). 

            


    

    


    
      	
              2.5
      

            	
              Turn-Around. 
      Within the designated Turn-Around period (set forth in Section 1
      above), Superclick shall
      notify Swisscom of the intended action for a temporary fix or work
      around.  If the resolution for the Turn-Around requires a temporary
      bug fix or software change, Superclick shall provide such fix or change
      within the Turn-Around period.  If the Turn-Around requires a work
      around process or environmental change (hardware, network interface, OS or
      third party software), Superclick shall advise Swisscom of the steps to be
      taken to implement the work-around process, and Swisscom will use
      reasonable efforts to effect such changes, at Superclick’s expense. 
      In addition, within the designated Turn-Around time, Superclick shall
      advise Swisscom of the intended actions for a Permanent
    Fix.

            


    

    


     

    
      	
              Escalation
      Procedure.  When a
      Service Request has missed its Initial Response or Turn-Around target, the
      escalation levels and contacts are as described as
  follows:

            


    

     

    
      	
              Step
      1: If the CSA (Customer Service Agent) cannot be reached within one
      hour or has not responded satisfactorily, the Client Support Lead of
      Superclick shall respond.  If no response within half-an-hour,
      proceed to Step 2. 

            


    

     

    
      	
              Step
      2: The Client Services Manager of Superclick shall respond.
       If no response within half-an-hour, proceed to Step
      3. 

            


    

     

    
      	
              Step
      3:  The Director of Operations of Superclick shall respond. If
      no response within half-an-hour, proceed to Step
  4. 

            


    

     

    Step
4: The
President of Superclick shall respond.

     

    


     

    


     

    


     

    ANNEX
9

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXISTING
SWISSCOM PROPERTIES IN NORTH AMERICA

     

    


     

    


     

    ANNEX
10

     

    EXISTING
SUPERCLICK CUSTOMERS AND PARTNERS IN THE TERRITORY