Exhibit 10.2


    
      
        
          

        

      

       

      Exhibit
        10.2

       

      
 

      	
               

            	
               

            
	
              Licensed
&
Developed
                Works
                Agreement

            
	
              Statement
                of Work

            
	
               

            
	
               

            	
              Base
                Agreement #4900PC0033

            
	
               

            	
              SOW#
                4906FL0032

            


      This
        Statement of Work (“SOW”) # 4906FL0032 adopts and incorporates by
        reference the terms and conditions of Licensed and Developed Works Agreement
        #
        4900PC0033/PDSC-99-1146 (“Base Agreement”) between International Business
        Machines (“Buyer”) and Pacific Decision Sciences Corporation (“Supplier”). This
        SOW is effective beginning on 1 May 2006 and will remain in effect until
        terminated. Transactions performed under this SOW will be conducted in
        accordance with and be subject to the terms and conditions of this SOW, the
        Base
        Agreement, and any applicable Work Authorizations (“WAs”). This SOW is not a WA.


       

      This
        SOW supersedes and replaces SOW # 4900PC0034/PDSC-99-9198 dated
        March 31, 1999 and all amendments thereto. 

       

      1.0 
 Scope
        Of Work


      Under
        the terms of SOW 4906FL0029, Buyer licensed from Supplier a
        computer software program known as PDSC Service Management System, Version:
        7.4
        (Base Software) and all PDSC Service Modules currently installed at Buyer,
        including RF and Web Interfaces. This SOW describes the Services that will
        be
        provided by Supplier in support of implementing the Licensed Works into the
        SCM
        Project. 

       

      2.0  
Definitions
        

      The
        following definitions are applicable to this SOW and are in addition
        to or in place of, the definitions listed in Section 1.0 of the Base Agreement:
        

       

      Strategic
        Call Management Application– (hereinafter
“SCM”) means web-based Call Center application to support Buyer’s Global Service
        Delivery Process (“GSDP”) by improving customer service, reducing the dependency
        on multiple legacy environments, consolidating systems where appropriate,
        and
        enabling business changes to be introduced and delivered quickly on a global
        basis. The solution will introduce a service oriented architecture utilizing
        Buyer and Supplier services components. 

       

      3.0  
Description
        Of Deliverables And
        Services 

       

      3.1     
Supplier
        personnel, working in
        conjunction with Buyer personnel, will be provided to support the implementation
        of the SCM Project. 

       

      Buyer
        will supply project management and administration, testing, and a
        percentage of programming support while Supplier will provide programmers
        and
        system architects that will transfer knowledge of Supplier’s Licensed Works and
        Modules to Buyer’s personnel to help build self sufficiency and skill balance
        within Buyer’s personnel. Supplier personnel will provide professional services
        and support to Buyer in the areas of design, development, testing, maintenance,
        and training on the Licensed Works and Developed Works. 

       

      SCM
        project implementation is divided into three releases. 

      	
               

            	
               

            	
               

            
	
               

            	
              •

            	
              Release
                0
                

            
	
               

            	
              •

            	
              Release
                0.5
                

            
	
               

            	
              •

            	
              Release
                1.0
                

            


       

      An
        External Design Document (“EDD”) will be produced for each SCM release
        that defines the functionality that will be built and delivered for each
        release, along with the deployment dates for each release. 

       

      SCM
        Project Implementation Support Fee
Buyer will commit to
        utilize a minimum of ten (10) personnel from Supplier. Additional resources
        may
        be added at the request of Buyer for the duration of the following development
        stages: 

      	
               

            	
               

            	
               

            
	
               

            	
              •

            	
              Customization
                Identification, 

            
	
               

            	
              •

            	
              External
                Design
                creation, 

            
	
               

            	
              •

            	
              Internal
                Design,
                

            
	
               

            	
              •

            	
              Coding,
                System
                Test support 

            
	
               

            	
              •

            	
              Production
                Implementation. 

            


       

      
 

      
        	
                 

              	
                 

              
	
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              Licensed
&
Developed
                Works
                Agreement

            
	
              Statement
                of Work

            
	
               

            	
               

            
	
               

            	
              Base
                Agreement #4900PC0033 

            
	
               

            	
              SOW#
                4906FL0032

            


       

      Buyer
        requests that the following Supplier personnel be assigned, by
        name, to the SCM project implementation effort described herein: David Dorret,
        David Englund, John Musgrave, Mike King, Matt Deguzman, Liz Dorrett, Rajesh
        Amenon, Sonny Vo. Buyer reserves the right to reject the assignment of any
        individual Supplier may assign to this SOW for any reason. 

       

      It
        is estimated that these Supplier personnel will be required for 12 to
        18 months from the Effective Date of this SOW for SCM implementation. During
        this timeframe, and at Buyer’s discretion for future efforts, the ten (10)
        committed personnel resources under this contract may be used for any other
        projects involving use of the Licensed Works within Buyer’s organization.


       

      The
        fee for each Supplier resource (person) provided here under is * per
        month per person. 

       

      All
        Supplier resources will submit weekly timesheets to Buyer’s project
        managers for the various projects they are working on. The timesheets will
        include: Name, Project(s) worked on, Date range of timesheet, Hours worked
        by
        day, and Total hours for week. Travel by all Supplier resources for Buyer’s
        projects will be governed by Section 6.2 of this SOW and must be approved
        by
        Buyer prior to travel taking place. Supplier will submit all receipts to
        Buyer
        for approval prior to invoicing for travel expenses. 

       

      4.0  
Supplier’s
        Responsibilities


      4.1 In
        addition to delivering
        Deliverables and Services on schedule, Supplier will: 

      	
               

            	
               

            	
               

            
	
               

            	
              •

            	
              participate
                in
                progress reviews, as requested by Buyer, to demonstrate Supplier’s
                performance of its obligations; 

            
	
               

            	
              •

            	
              maintain
                records
                to verify authorship of Licensed Works and Developed Works for four
                (4)
                years after the termination or expiration of this SOW. On request,
                Supplier will deliver or otherwise make available this information
                in a
                form specified by Buyer; 

            
	
               

            	
              •

            	
              as
                part of
                Supplier’s importation requirements, provide to Buyer on the commercial
                invoice:
1. the Harmonized Tariff Code of the importing country for
                every Product; and 
2. an invoice description that provides enough
                detail to verify the categorical classification of every
                Product.

            
	
               

            	
              •

            	
              for
                all Licensed
                Works, supply Buyer with a report outlining the current version numbers
                and anticipated cessation of support dates for that Software. This
                report
                must be provided on a biannual basis or more frequently if required
                by
                Buyer 

            


       

      4.2  
Supplier’s
        Use of
        Subcontractors 

      Supplier
        may subcontract Services to be performed hereunder.
        Notwithstanding this subsection, Supplier’s use of subcontractors will not
        relieve Supplier of the responsibility for the subcontractor’s performance, and
        Supplier’s obligations and responsibilities assumed under this Agreement will be
        made equally applicable to subcontractors. Buyer reserves the right to reject
        Supplier’s use of a subcontractor in performance of this Agreement for any
        reason. 

       

      4.3  
Third
        Party Code
        Warranty 

      Supplier
        represents and warrants on an ongoing basis that, before
        entering into this SOW, Supplier has disclosed to Buyer in writing the existence
        of any third party code, including without limitation open source code and
        freeware, (“Third Party Code”) that is included in or is provided in connection
        with the Deliverables and that Supplier and the Deliverables are in compliance
        with all licensing agreements applicable to such Third Party Code. Supplier
        further represents and warrants on an ongoing basis that, 1) before including
        any Third Party Code in any modifications, new releases, or new versions
        of the
        Deliverables under this SOW, Supplier will disclose to Buyer in writing the
        existence of such Third Party Code and 2) modified Deliverables or new releases
        or new versions of the Deliverables including Third Party Code will be in
        compliance with all licensing agreements applicable to such Third Party Code.
        Supplier will not provide to Buyer any Deliverables or modifications to or
        new
        releases or versions of Deliverables, that include Third Party Code, unless
        Buyer has approved the inclusion of such Third Party Code.

       

      * Confidential Treatment Requested

       

      
        	
                 

              	
                 

              
	
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              Licensed
&
Developed
                Works
                Agreement

            
	
              Statement
                of Work

            
	
               

            	
               

            
	
               

            	
              Base
                Agreement #4900PC0033 

            
	
               

            	
              SOW#
                4906FL0032

            


       

      5.0  
Buyer’s
        Responsibilities


      	
               

            	
               

            
	
              5.1

            	
              Buyer
                will provide project management and other project resources
                required to successfully deliver each of the SCM
                releases

            


       

      5.2    
Acceptance
        Testing 

      5.2.1    
        Acceptance Testing of Developed Works 

      Buyer
        may commence acceptance testing, and perform such tests as Buyer
        deems appropriate to determine if:
a. the Developed Works meet the
        specifications described in the EDD;
b. the Developed Works execute
        repetitively within the environment defined by Buyer; and
c. Buyer can
        successfully execute to completion all functional and system test scenarios
        conducted by Buyer. Buyer’s testing does not relieve Supplier of its obligations
        under this Agreement. 

       

      5.2.2    
Error
        Correction and Acceptance 

      In
        the event Buyer encounters any errors in the Developed Works during
        such testing, Buyer will notify Supplier and may provide Supplier with the
        test
        results and other available documentation of the errors. Notwithstanding
        anything that may be construed to the contrary, Buyer is under no obligation
        to
        identify any errors or to provide Supplier with notice of any errors. Within
        30
        days from Buyer’s notification of errors, Supplier will correct all such errors
        and resubmit the Developed Works to Buyer. Buyer will then restart its
        acceptance testing of the Developed Works. Upon Buyer’s successful completion of
        its acceptance testing, Buyer will provide notice to Supplier of its acceptance
        of the Developed Works. Acceptance of the Developed Works by Buyer does not
        relieve Supplier of any of its responsibilities under the Agreement, including
        but not limited to warranty responsibility, applicable quality requirements,
        infringement or product liability. 

       

      5.2.3    
Waiver
        of Acceptance Testing 

      Buyer
        may, at its sole discretion, waive requirements for its acceptance
        testing of the Developed Works. Any such waiver must be in writing and signed
        by
        Buyer. Buyer’s testing does not relieve Supplier of its obligations under this
        Agreement. Buyer has no obligation to identify errors. 

       

      6.0  
Payments


      6.1    
Payment
        Terms

      The
        terms of payment are net 60 days either after receipt of Supplier’s
        valid invoice for Services. 

       

      6.2   
Travel
        Expense
        Guidelines 

      Buyer
        will reimburse Supplier for the following travel expenses only,
        provided they are incurred in the performance of this Agreement and with
        Buyer’s
        prior written approval: (i) tolls, parking fees, taxis, buses or auto rentals
        fees for autos rented from a Buyer designated rental company; (ii) personal
        automobile use under the applicable automobile allowance plan, excluding
        normal
        commutation; (iii) air transportation at the economy, tourist or coach class
        rate for the most direct route of a scheduled airline; (iv) reasonable lodging
        charges commensurate with the average rates charged for the immediate area,
        not
        to exceed $125.00 per day; (v) reasonable and actual meal expenses up to
        $35.00
        per day; (vi) necessary business calls made on Buyer’s behalf; (vii) reasonable
        tipping; (viii) reasonable valet and laundry charges if a trip extends beyond
        four (4) days. All reservations made by Supplier must be made through Buyer’s
        designated travel agency as specified by the Buyer Travel Expense Guidelines.
        Any exception to the Buyer Travel Expense Guidelines must be approved by
        Buyer
        prior to travel. Supplier must submit an invoice listing all travel expenses,
        and all applicable receipts for lodging, airline travel, rental cars or any
        other reimbursable expenditures to the Technical Coordinator listed in this
        SOW.
        Buyer will not reimburse Supplier for personal expenses. 

       

      7.0 Communications


      All
        communications between the parties will be carried out through the
        following designated coordinators. All notices required in writing under
        this
        Agreement will be made to the appropriate contact listed below at the following
        addresses and will be effective upon actual receipt. Notices may be transmitted
        electronically, by registered or certified mail, or courier. All notices,
        with
        the exception of legal notices, may also be provided by facsimile. 

       

       

      
        	
                 

              	
                 

              
	
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                  and
                  Developed Works Agreement Statement

              	
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              Licensed
&
Developed
                Works
                Agreement

            
	
              Statement
                of Work

            
	
               

            
	
               

            	
              Base
                Agreement #4900PC0033 

            
	
               

            	
              SOW#
                4906FL0032

            



      
        	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Business
                  Coordinators

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                FOR
                  SUPPLIER

              	
                 

              	
                FOR
                  BUYER

              	
                 

              	
                 

              	
                 

              
	
                Name

              	
                 

              	
                Mike
                  Feder

              	
                 

              	
                Name

              	
                 

              	
                Mark
                  Carey

              	
                 

              
	
                Title

              	
                 

              	
                President

              	
                 

              	
                Title

              	
                 

              	
                SCM
                  Project
                  Executive

              	
                 

              
	
                Address

              	
                 

              	
                400
                  Royal Palm
                  Way

              	
                 

              	
                Address

              	
                 

              	
                3039
                  Cornwallis
                  Rd

              	
                 

              
	
              	
                 

              	
                Suite
                  410

              	
                 

              	
              	
                 

              	
                RTP,
                  NC
                  27709

              	
                 

              
	
              	
                 

              	
                Palm
                  Beach, FL
                  33480

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Phone

              	
                 

              	
                561-805-8028

              	
                 

              	
                Phone

              	
                 

              	
                919-543-3540

              	
                 

              
	
                Fax

              	
                 

              	
              	
                 

              	
                Fax

              	
                 

              	
                919-486-2768

              	
                 

              
	
                E-mail

              	
                 

              	
                mfeder@adsx.com

              	
                 

              	
                E-mail

              	
                 

              	
                mcarey@us.ibm.com

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Legal
                  Coordinators

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                FOR
                  SUPPLIER

              	
                 

              	
                FOR
                  BUYER

              	
                 

              	
                 

              	
                 

              
	
                Name

              	
                 

              	
                Michael
                  Krawitz

              	
                 

              	
                Name

              	
                 

              	
                Ron
                  Leviner

              	
                 

              
	
                Title

              	
                 

              	
                Executive
                  VP, General Counsel

              	
                 

              	
                Title

              	
                 

              	
                Staff
                  Attorney

              	
                 

              
	
                Address

              	
                 

              	
                400
                  Royal Palm
                  Way

              	
                 

              	
                Address

              	
                 

              	
                294
                  ROUTE 100
                  SOMERS,

              	
                 

              
	
              	
                 

              	
                Suite
                  410

              	
                 

              	
                 

              	
                 

              	
                NY
                  10589

              	
                 

              
	
              	
                 

              	
                Palm
                  Beach, FL
                  33480

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Phone

              	
                 

              	
                561-805-8005

              	
                 

              	
                Phone

              	
                 

              	
                914-766-4562

              	
                 

              
	
                Fax

              	
                 

              	
              	
                 

              	
                Fax

              	
                 

              	
                (Fax
                  notice shall be valid only when verbal
                  confirmation of receipt is obtained.)

              	
                 

              
	
                E-mail

              	
                 

              	
                mkrawitz@adsx.com

              	
                 

              	
                E-mail

              	
                 

              	
                rleviner@us.ibm.com

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Technical
                  Coordinators

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                FOR
                  SUPPLIER

              	
                 

              	
                FOR
                  BUYER

              	
                 

              	
                 

              	
                 

              
	
                Name

              	
                 

              	
                David
                  Dorret

              	
                 

              	
                Name

              	
                 

              	
                David
                  Nusbaum

              	
                 

              
	
                Title

              	
                 

              	
                Chief
                  Technology
                  Officer

              	
                 

              	
                Title

              	
                 

              	
                SCM
                  Architect

              	
                 

              
	
                Address

              	
                 

              	
                180
                  South
                  Prospect

              	
                 

              	
                Address

              	
                 

              	
                3605
                  HWY 52
                  N

              	
                 

              
	
              	
                 

              	
                Suite
                  250

              	
                 

              	
                 

              	
                 

              	
                ROCHESTER
                  MN
                  55901

              	
                 

              
	
              	
                 

              	
                Tustin,
                  CA
                  92780

              	
                 

              	
              	
                 

              	
                 

              	
                 

              
	
                Phone

              	
                 

              	
                (714)
                  832-2200
                  ext 52

              	
                 

              	
                Phone

              	
                 

              	
                507-286-6323

              	
                 

              
	
                Fax

              	
                 

              	
              	
                 

              	
                Fax

              	
                 

              	
                507-253-0389

              	
                 

              
	
                E-mail

              	
                 

              	
                david.dorret@PDSC.COM

              	
                 

              	
                E-mail

              	
                 

              	
                nusbaum@us.ibm.com

              	
                 

              


      

       

      8.0  
On
        Premises Guidelines


      Supplier
        will ensure that Supplier Personnel assigned to work on Buyer’s
        premises will comply with this Section 

       

      8.1 Access
        to Premises


      Supplier
        will: 

      	
               

            	
               

            
	
              1.

            	
              to
                the extent
                permitted by local law, ensure that Supplier Personnel assigned to
                work on
                Buyer’s premises will participate in a pre employment criminal background
                check covering the counties in which the person was employed or resided
                for the past seven years (or longer as required by State legislation),
                and
                inform Buyer of any negative findings; 

            
	
              2.

            	
              maintain
                a
                current and complete list of the persons’ names and social security
                numbers; 

            
	
              3.

            	
              obtain
                for each
                person a valid identification badge from Buyer and ensure that it
                is
                displayed to gain access to and while on Buyer’s premises (it is Buyer’s
                policy to deactivate any such badge if not used in ninety days);
                

            
	
              4.

            	
              maintain
                a
                signed acknowledgment that each person will comply with Buyer’s Safety
                & Security Guidelines; 

            


       

      
 

      
        	
                 

              	
                 

              
	
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                  and
                  Developed Works Agreement Statement

              	
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                of
                  Work
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              Licensed
&
Developed
                Works
                Agreement

            
	
              Statement
                of Work

            
	
               

            
	
               

            	
              Base
                Agreement #4900PC0033 

            
	
               

            	
              SOW#
                4906FL0032

            



      	
               

            	
               

            
	
              5.

            	
              ensure
                that each
                person with regular access to Buyer’s premises complies with all parking
                restrictions and with vehicle registration requirements if any;
                

            
	
              6.

            	
              inform
                Buyer if
                a former employee of Buyer will be assigned work under this Agreement,
                such assignment subject to Buyer approval; 

            
	
              7.

            	
              at
                Buyer’s
                request, remove a person from Buyer’s premises and not reassign such
                person to work on Buyer’s premises (Buyer is not required to provide a
                reason for such request); and 

            
	
              8.

            	
              notify
                Buyer
                immediately upon completion or termination of any assignment and
                return
                Buyer’s identification badge. 

            


      Upon
        Buyer’s request, Supplier will provide documentation to verify
        compliance with this Subsection.

       

      8.2  
General
        Business
        Activity Restrictions 

      Supplier
        will ensure that Supplier Personnel assigned to work on Buyer’s
        premises: 

      	
               

            	
               

            
	
              1.

            	
              will
                not conduct
                any non-Buyer related business activities (such as interviews, hirings,
                dismissals or personal solicitations) on Buyer’s premises;
                

            
	
              2.

            	
              will
                not conduct
                Supplier’s Personnel training on Buyer’s premises, except for on-the-job
                training; 

            
	
              3.

            	
              will
                not attempt
                to participate in Buyer benefit plans or activities; 

            
	
              4.

            	
              will
                not send or
                receive non-Buyer related mail through Buyer’s mail systems; and
                

            
	
              5.

            	
              will
                not sell,
                advertise or market any products or distribute printed, written or
                graphic
                materials on Buyer’s premises without Buyer’s written permission.
                

            


       

      8.3  
Buyer’s
        Safety and
        Security Guidelines 

      Supplier
        will ensure that Supplier Personnel assigned to work on Buyer’s
        premises: 

      	
               

            	
               

            
	
              1.

            	
              do
                not bring
                weapons of any kind onto Buyer’s premises; 

            
	
              2.

            	
              do
                not
                manufacture, sell, distribute, possess, use or be under the influence
                of
                controlled substances (for non-medical reasons) or alcoholic beverages
                while on Buyer’s premises; 

            
	
              3.

            	
              do
                not have in
                their possession hazardous materials of any kind on Buyer’s premises
                without Buyer’s authorization; 

            
	
              4.

            	
              acknowledge
                that
                all persons, property, and vehicles entering or leaving Buyer’s premises
                are subject to search; and 

            
	
              5.

            	
              remain
                in
                authorized areas only (limited to the work locations, cafeterias,
                rest
                rooms and, in the event of a medical emergency, Buyer’s medical
                facilities). 

            


      Supplier
        will promptly notify Buyer of any accident or security incidents
        involving loss of or misuse or damage to Buyer’s intellectual or physical
        assets; physical altercations; assaults; or harassment and provide Buyer
        with a
        copy of any accident or incident report involving the above. Supplier must
        coordinate with Buyer access to Buyer’s premises during non-regular working
        hours. 

       

      8.4  
Asset
        Control


      In
        the event Supplier Personnel has access to information, information
        assets, supplies or other property, including property owned by third parties
        but provided to Supplier Personnel by Buyer (“Buyer Assets”), Supplier
        Personnel: 

      	
               

            	
               

            
	
              1.

            	
              will
                not remove
                Buyer Assets from Buyer’s premises without Buyer’s authorization;
                

            
	
              2.

            	
              will
                use Buyer
                Assets only for purposes of this Agreement and reimburse Buyer for
                any
                unauthorized use; 

            
	
              3.

            	
              will
                only
                connect with, interact with or use programs, tools or routines that
                Buyer
                agrees are needed to provide Services; 

            
	
              4.

            	
              will
                not share
                or disclose user identifiers, passwords, cipher keys or computer
                dial port
                telephone numbers; and 

            
	
              5.

            	
              in
                the event the
                Buyer Assets are confidential, will not copy, disclose or leave such
                assets unsecured or unattended.

            
	
              Buyer
                may
                periodically audit Supplier’s data residing on Buyer Assets.
                

            


       

      8.5  
Supervision
        of
        Supplier’s Personnel 

      Suppliers
        will provide consistent and effective supervision of its
        Personnel provided under this Agreement, at no additional cost to Buyer.
        Consistent and effective supervision shall include regular interaction and
        communication with Supplier’s Personnel either in person or through other
        effective means. Supplier’s supervisor shall be responsible for exercising full
        supervisory authority over all day-to-day employment relationship decisions
        relating to Supplier’s Personnel, including those decisions relating to: wages,
        hours, terms and conditions of employment, 

       

      
        	
                 

              	
                 

              
	
                Licensed
                  and
                  Developed Works Agreement Statement

              	
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                  5
                  of 7

              
	
                of
                  Work
                  (LDWA_SOW)

              	
                 

              


      


      

      
      



      	
               

            	
               

            
	
              Licensed
&
Developed
                Works
                Agreement

            
	
              Statement
                of Work

            
	
               

            	
               

            
	
               

            	
              Base
                Agreement #4900PC0033 

            
	
               

            	
              SOW#
                4906FL0032

            


       

      hiring,
        discipline, performance evaluations, termination, counseling and
        scheduling. Supplier’s supervisors responsible for each work location will be
        responsible to know that work location’s planned holiday (and other closing)
        schedules and the impacts all such schedules have on Supplier’s Personnel.
        Supplier will conduct orientation sessions with its Personnel before placement
        on an assignment with Buyer, during which orientation such Personnel will
        be
        told who their supervisor is and how that supervisor can be contacted. Supplier
        will, from time to time, ensure that all of its Personnel working under this
        Agreement continue to be aware of this information. Supplier shall also be
        responsible for training its Personnel that any employment related issues
        should
        be brought forward in the first instance to Supplier and not Buyer. Where
        such
        issues relate to actions which are alleged to have been taken by Buyer or
        Buyer’s Personnel, Supplier will notify Buyer immediately in order that
        appropriate investigative action can be taken. Notwithstanding any other
        language or agreement to the contrary, Buyer will not, and Supplier agrees
        that
        Buyer has no responsibility to approve any Supplier Personnel’s time sheets. If
        Buyer should review, sign and/or submit Supplier Personnel’s timesheets, whether
        manually or electronically, as part of Buyer’s billing verification processes,
        the parties acknowledge and agree that such review, signature and/or submittal
        shall in no way constitute concurrence or approval of such timesheets, nor
        create any other commitment or obligation on the part of Buyer to Supplier
        or
        Supplier Personnel. 

       

      9.0 Additional
        Provisions


      The
        following are additional provisions that modify the referenced
        Sections of the Base Agreement as follows: 

       

      Section
        1.0 – Definitions– Add the following
        definitions: 

      “Electronic
        Self-Help” means a process where Supplier
        electronically disables, removes, or otherwise prevents the use of its software
        product without the Buyer’s or Buyer’s Customer’s cooperation or consent.
        Electronic Self-Help could be done through electronic or other means (for
        example: remotely through “back doors” or hidden entrances in the software or
        through hidden shut-down commands in the software that can be activated by
        phone
        or in other ways). 

       

      “Taxes”
        means any and all applicable taxes, charges,
        fees, levies or other assessments imposed or collected by any governmental
        entity worldwide or any political subdivision thereof and however designated
        or
        levied on sales of Deliverables or Services, or sales, use, transfer, goods
        and
        services or value added tax or any other duties or fees related to any payment
        made by Buyer to Supplier for Deliverables and/or Services provided by Supplier
        to Buyer under or pursuant to this Agreement; exclusive, however, of any
        taxes
        imposed upon the net income or capital of Supplier, any taxes in lieu of
        such
        net income taxes and any other taxes which are to be borne by Supplier under
        law. 

       

      Section
        7.0 – Ongoing Warranties– Add the following
        ongoing representations and warranties:
Supplier makes the following ongoing
        representations and warranties: 

      	
               

            	
               

            	
               

            
	
               

            	
              •

            	
              Supplier
                will
                not engage in Electronic Self-Help; 

            
	
               

            	
              •

            	
              Deliverables
                and
                Services which interact in any capacity with monetary data are euro
                ready
                such that when used in accordance with their associated documentation
                they
                are capable of correctly processing monetary data in the euro denomination
                and respecting the euro currency formatting conventions (including
                the
                euro sign); 

            
	
               

            	
              •

            	
              Supplier
                is
                knowledgeable with, and is and will remain in full compliance with
                all
                applicable export and import laws, regulations, orders, and policies
                (including, but not limited to, securing all necessary clearance
                requirements, export and import licenses and exemptions from, and
                making
                all proper filings with appropriate governmental bodies and/or disclosures
                relating to the release or transfer of technology and software to
                non U.S.
                nationals in the U.S., or outside the U.S., release or transfer of
                technology and software having U.S. content or derived from U.S.-origin
                software or technology); it is knowledgeable with applicable supply
                chain
                security recommendations issued by applicable governments and industry
                standards organizations and will make best efforts to comply with
                such
                recommendations; 

            
	
               

            	
              •

            	
              Unless
                authorized by applicable government license or regulation, including
                but
                not limited to any U.S. authorization, Supplier will not directly
                or
                indirectly export or reexport, at any time, any technical information,
                technology, software, or other commodity furnished or developed under
                this, or any other, agreement between the parties, or any other product
                that is developed or produced from or using Buyer’s technical information,
                technology, software, or other commodity provided under this Agreement
                to
                any 

            


      
 

      
        	
                 

              	
                 

              
	
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              Licensed
&
Developed
                Works
                Agreement

            
	
              Statement
                of Work

            
	
               

            	
               

            
	
               

            	
              Base
                Agreement #4900PC0033 

            
	
               

            	
              SOW#
                4906FL0032

            



      	
               

            	
               

            	
               

            
	
               

            	
               

            	
              prohibited
                country (including release of such technical information, technology,
                software, or other commodity to nationals, wherever they may be located,
                of any prohibited country) as specified in applicable export, embargo,
                and
                sanctions regulations; 

            
	
               

            	
              •

            	
              Supplier
                will
                not use, disclose, or transfer across borders any information that
                is
                processed for Buyer that may identify an individual (Personal Data),
                except to the extent necessary to perform under this Agreement; and
                

            
	
               

            	
              •

            	
              Supplier
                will
                comply with all applicable data privacy laws and regulations, will
                implement and maintain appropriate technical and other protections
                for the
                Personal Data, will report any breaches of protection of Personal
                Data,
                and will cooperate fully with Buyer’s requests for access to, correction
                of, and destruction of Personal Data in Supplier’s possession.
                

            


       

      Section
        11.0 – Limitation of Liability – Add the
        following: 

      In
        no event will either party be liable for the respective actions or
        omissions of its Affiliates under this Agreement. 

       

      Supplier
        acknowledges and agrees that all WA’s or PA’s issued by Buyer’s
        Affiliate(s) are independent agreements between Supplier or Supplier Affiliate
        and the Buyer Affiliate. Buyer shall not be liable to Supplier or Supplier
        Affiliate(s) for any actions or inactions of any Buyer Affiliate(s) under
        a WA
        or PA, nor shall any actions or inactions by Buyer’s Affiliate(s) constitute a
        breach of the Agreement between Buyer and Supplier. 

       

      Section
        14.0 – General – Add the following:


      Supplier
        will be familiar and will strictly comply with all laws and
        regulations on bribery, corruption, and prohibited business practices. Supplier
        and its Affiliates have not and will not offer, promise or make or agree
        to make
        any payments or gifts (of money or anything of value) directly or indirectly
        to
        anyone for the purpose of influencing, or inducing anyone to influence decisions
        in favor of, Buyer or any of its Affiliates. 

       

      	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              ACCEPTED
                AND AGREED TO:

            	
               

            	
              ACCEPTED
                AND AGREED TO:

            
	
              International
                Business Machines Corp.

            	
               

            	
              Pacific
                Decision Sciences Corporation

            
	
              By:

               

              /s/ Howard
                Nicholas                                             
                5/10/06

            	
               

            	
              By:

               

              /s/ David
                Englund                                               
                5/9/06

            
	
              Buyer
                Signature                               Date

            	
               

            	
              Supplier
                Signature                              Date

            
	
               

            	
               

            	
               

            
	
              Howard
                Nicholas

            	
               

            	
              David
                Englund

            
	
              Printed
                Name

            	
               

            	
              Printed
                Name

            
	
              Enterprise
                Software Procurement Relationship Manager
–
IBM
                Global Procurement

            	
               

            	
              Executive
                Vice President

              Pacific
                Decision Sciences (Corporation)

            
	
              Title
&
                Organization

               

            	
               

            	
              Title
&
                Organization

               

            
	
              Buyer
                Address:

            	
               

            	
              Supplier
                Address:

            
	
              11400
                Burnet
                Road

            	
               

            	
              180
                South
                Prospect Avenue

            
	
              Austin,
                TX
                78758

            	
               

            	
              Suite
                250

            
	
               

            	
               

            	
              Tustin,
                CA
                92780

            
	
               

            	
               

            	
               

            


       

      
 

      
        	
                 

              	
                 

              
	
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