SOFTWARE LICENSE AND MAINTENANCE AGREEMENT

This
Software License and Maintenance Agreement ("Agreement") is made and entered into as of the 16th day of May, 2001 by and between Gentle Dental Service Corporation, a Washington corporation, with
offices at 222 North Sepulveda Blvd., Suite 740, El Segundo, CA 90245 ("GDSC") and MON Acquisition Corp., a Florida corporation, with offices at One South School Avenue, Suite 1000, Sarasota, FL 34337
("MON").

1.License Grant, Restrictions and Payment.

1.1  Subject to the provisions of this Agreement, GDSC grants to MON a worldwide, nonexclusive, nonsublicensable (except as expressly permitted by this
Agreement), nontransferable (except as expressly permitted by this Agreement) right and license to use GDSC's proprietary computer software programs described on Exhibit Aattached hereto
(collectively the "Software"), media containing the Software, and the Documentation (as such term is defined below) on
one computer server owned, controlled or operated by or for the benefit of MON at one location specified onExhibit A(the "Installation Site"),
provided that such Installation Site meets the computer hardware and software requirements specified onExhibit A(the "Computer Hardware and
Software Requirements") and the telecommunications requirements specified onExhibit A(the "Telecommunications Requirements"), for an unlimited
number of users at the MON facilities specified onExhibit A(each a "User Site"), commencing upon the consummation of the Closing pursuant to
that certain Purchase Agreement, dated April 17, 2001, among InterDent, Inc., GDSC, DentalCo Management Services of Maryland, Inc. and MON (the "Purchase Agreement") (the date of
such Closing is referred to herein as the "Effective Date") and continuing thereafter for a period of five (5) years ("Initial License Term") unless terminated earlier in accordance with this
Agreement.



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1.2  Except
as expressly authorized in this Agreement, MON will not, directly or indirectly (including causing or permitting any of the following to occur) (a) copy or modify the
Software or Documentation; (b) reverse engineer, reprogram, decompile, translate or disassemble or otherwise attempt to derive the source code of the Software; or (c) distribute,
disclose, rent, lease or transfer the Software to any third party.

1.3  All
rights and licenses granted under or pursuant to this Agreement by GDSC to MON are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United
States Bankruptcy Code (the "Code"), licenses to rights to "intellectual property" as defined under the Code. The parties agree that MON, as licensee of such rights under this Agreement, shall retain
and may fully exercise all of its rights and elections under the Code. The parties further agree that, in the event of the commencement of bankruptcy proceedings by or against GDSC under the Code, MON
shall be entitled to retain all of its rights under this Agreement.

1.4  In
consideration for the rights and licenses granted hereunder during the Initial License Term, MON shall pay GDSC a one-time license fee of two million dollars
($2,000,000.00) (the "License Fee") in accordance with the following payment schedule: (a) five hundred thousand dollars ($500,000.00) due upon the Effective Date; (b) seven hundred and
fifty thousand dollars ($750,000.00) due on or before September 15, 2001; and (c) seven hundred and fifty thousand dollars ($750,000.00) due on or before March 15, 2002.

1.5  MON
shall have the option to continue the license of the Software for an additional term of ten (10) years (the "Renewal License Term") (the Initial License Term and the
Renewal License Term shall be collectively referred to herein as the "License Term"). MON shall notify GDSC in writing at least sixty (60) days prior to the expiration of the Initial License
Term if it opts to continue to license the Software during the Renewal License Term. The license fee applicable to continuation of the Software license during the Renewal License Term shall be
mutually agreed upon in good faith by the parties at least thirty (30) days prior to the expiration of the Initial License Term (such date thirty (30) days prior to the expiration of the
Initial License Term shall be referred to herein as the "Deadline"), using as a benchmark the average price for the dental practice management software and systems then existing in the commercial
marketplace, which are substantially comparable in utility and capacity to the Software hereunder, with the three (3) highest subscriber bases at that time. In the event the parties are unable
to mutually agree on renewal license fees for the Renewal License Term prior to the Deadline, then the parties shall select a neutral third party knowledgeable in the industry related to the Software
("NTP"), which party shall be selected by mutual agreement of the parties within ten (10) days of the Deadline.

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In the event the parties are unable to agree upon an NTP, each party shall select one NTP, the two NTPs so selected shall select a third NTP, and the three NTPs shall, by at least a majority vote,
determine and communicate their decision in writing to both parties hereto as to an appropriate renewal license fee applicable to the Renewal License Term involved using the benchmark specified
herein. The costs and expenses of the aforementioned process shall be borne equally by the parties. The communication of the NTPs' decision shall be binding upon both parties for purposes of
establishing such renewal license fee applicable to the Renewal License Term, but shall not be construed as obligating MON to agree to the Renewal License Term if MON determines it is not in its best
interests to do so; provided, however, that should MON determine not to agree to the Renewal License Term, MON shall reimburse GDSC for those costs and expenses it incurred in connection with the
process to determine the renewal license fee.

2.Delivery, Installation and Acceptance.

2.1  GDSC shall deliver the Software to MON at the Installation Site on or before the scheduled delivery date specified on Exhibit A(the "Scheduled Delivery Date"). GDSC
agrees to pay reasonable and customary shipping, handling and in-transit insurance
charges (limited to the amount of the replacement cost of the media) from GDSC's facilities to the Installation Site; provided, however, that delivery shall not be deemed complete until the Software
is actually delivered to such Installation Site.

2.2  MON
shall ensure, by its own efforts and at its own expense, that the Installation Site meets the Computer Hardware and Software Requirements and the Telecommunications
Requirements. GDSC shall, thereafter, at no additional charge to MON, install and configure the Software at the Installation Site within thirty (30) days of the later of the date the Software
is delivered or the date the Installation Site meets the Computer Hardware and Software Requirements and the Telecommunications Requirements. When the Software has been installed and configured at the
Installation Site and has been made ready for use, the parties will promptly commence on-site acceptance testing of the Software. The on-site acceptance test will be conducted
for the purpose of demonstrating the Software performs in accordance with the Documentation and any other acceptance test or other criteria and procedures mutually agreed upon by the parties in
writing. The on-site acceptance test will be conducted by GDSC, with such assistance and support from MON as is reasonably requested by GDSC. Sample MON input, representative of MON
production input, will be provided by MON and utilized by GDSC for the on-site acceptance test.

2.3  On
the date that the Software successfully passes the on-site acceptance test ("Acceptance Date"), MON shall notify GDSC in writing of acceptance of the Software. If
the Software does not successfully pass the on-site acceptance test, MON shall notify GDSC in writing specifying in reasonable detail in what respects the Software has failed to perform.
GDSC shall correct any deficiencies disclosed by the on-site acceptance test and shall repeat the on-site acceptance test until the Software has successfully passed such test.

3.Documentation and Training.

3.1  Upon delivery of the Software, GDSC agrees to deliver to MON a complete set of Documentation for the Software. For purposes of this Agreement,
"Documentation" shall mean the specifications, any user, operator, training and supervisory reference manuals and guides and other documentation and operating instructions available and/or prepared by
GDSC hereunder, in physical or electronic form, and sufficient to enable MON to use and operate and understand the use, operation and functionality of the Software.

3.2  GDSC
agrees to provide to MON, at no additional charge, a one-time training session in the use, operation and support of the Software, sufficient for ten
(10) MON personnel, who are sufficiently trained in the use and maintenance of the standard Microsoft programs that the Software utilizes, to
use and operate the Software. As more fully described inExhibit A, training in routine diagnostics and troubleshooting, as well as routine
preventive maintenance techniques and standards for error reporting will be included in such training. The training session shall take place at a time and location mutually agreed upon by the parties.

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4.Source Code Escrow.

4.1  Within ninety (90) days of the Effective Date, GDSC shall deliver to an independent, commercially recognized third party escrow agent, selected and
designated by GDSC and reasonably acceptable to MON ("Escrow Agent"), in physical or electronic form: a current and complete copy of the Software, including source code in machine readable form; a
copy of associated control statements required for operation, development, maintenance and use of the source code (including control statements for assembly, linkage and other utilities) in machine
readable form; flow charts, data file and element descriptions, program specifications, data flows and any other documentation used to describe such programming. Software program listings will be
fully self-documented with all appropriate comments on source code line entries and with subroutine headings and functional information, as appropriate. A current and complete copy of all
of the foregoing and any other materials required by the terms of this Section 4 to be deposited in escrow is hereinafter referred to as the "Escrow Materials."

4.2  The
Escrow Materials shall be deposited by GDSC in accordance with the provisions of this Section 4 and with the escrow deposit agreement signed by both parties hereto and
the Escrow Agent, and substantially in the form attached asExhibit Bor in the form as it may be modified by the Escrow Agent ("Escrow Deposit
Agreement").



4.3  In
the event (i) GDSC is unwilling to maintain and/or support the Software in accordance with the provisions of Section 6 of this Agreement and such failure is not
fully remedied within thirty (30) days of MON's notice to GDSC and is not the result of MON's failure to pay Maintenance Fees to GDSC which are due and owing in accordance with the terms and
conditions of this Agreement; (ii) Maintenance and Technical Support Services are terminated pursuant to Section 6.4 because GDSC has not, through the exercise of commercially reasonable
efforts, corrected a failure, malfunction, defect or nonconformity which prevents the Software from performing substantially in accordance with the Documentation and which results in a major or
primary function or component of the Software
being unusable or unavailable to MON, within seventy-five (75) days from the date MON notifies GDSC of the same; (iii) GDSC files a petition for reorganization or bankruptcy
under the Code (provided such petition is not dismissed within sixty (60) days of filing); or (iv) a third party(ies) files a petition for involuntary bankruptcy against GDSC under the
Code (provided such petition is not dismissed within sixty (60) days of filing); then notwithstanding any other rights and remedies to which MON may be entitled, MON shall immediately have the
right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Deposit Agreement. In the event that the release conditions referred to in
subparagraphs (i), (ii), (iii) or (iv) hereof occur prior to GDSC's delivery of the Escrow Materials to the Escrow Agent as required hereunder and the parties' execution and delivery of
the Escrow Deposit Agreement, it is the intent of the parties that the Escrow Materials will be eligible for release by the Escrow Agent to MON as if the Escrow Deposit Agreement had been in full
force and effect at such time, following the delivery of the Escrow Materials to the Escrow Agent and the parties execution and delivery of the Escrow Deposit Agreement.

4.4  Any
release of Escrow Materials to MON shall remain subject to the confidentiality obligations in this Agreement. Upon release of the Escrow Materials to MON, MON shall have a
perpetual right and license to use the Escrow Materials solely for its own internal maintenance and support requirements for the Software.

4.5  GDSC
shall have the right, at any time on at least thirty (30) days' written notice to MON and the Escrow Agent, to select and designate a new commercially recognized escrow
agent which is reasonably acceptable to MON to replace the Escrow Agent hereunder. Upon such notice, the Escrow

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Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" for all purposes hereunder) at GDSC's sole cost and expense
and the Escrow Agent shall confirm such transfer in writing to MON and GDSC.

5.Ownership.

MON acknowledges and agrees that, as between GDSC and MON, GDSC retains all right, title and interest (including all Intellectual Property Rights (as such term is defined
below)) in and to the Software provided hereunder and does not convey any proprietary rights or other interest therein to MON, other than the licenses granted pursuant to the terms and conditions of
this Agreement. For purposes of this Agreement, "Intellectual Property Rights" means all current and future worldwide copyrights, trade secrets, patents and other patent rights, utility models, mask
work rights, moral rights, trademarks, trade names, service marks, and all other intellectual property rights, including all applications and registrations with respect thereto.

6.Maintenance and Technical Support Services.

6.1  From the Acceptance Date and continuing thereafter in consideration of MON's payment of the applicable maintenance fee specified in Exhibit A("Maintenance Fee"),
GDSC agrees to provide MON with the maintenance and technical support services for the Software specified in this
Section 6 ("Maintenance and Technical Support Services"). During the License Term and for a period of one (1) year thereafter, GDSC shall retain complete and accurate books, records and
supporting documentation regarding the Maintenance and Technical Support Services provided to and the Maintenance Fees paid by MON. During the License Term and for a period of one (1) year
thereafter upon reasonable advance notice to GDSC, GDSC shall provide MON or its external auditors with access to the aforementioned books, records and supporting documentation, for the purpose of
conducting an audit. Any such audit will be conducted at MON's expense (except as otherwise provided below), only once annually, and during GDSC's normal business hours at the GDSC location where the
relevant books, records and supporting documentation are kept in the normal course of business, and shall be conducted to minimize any disruption to GDSC's business activities. In the event that any
such audit reveals that the Maintenance Fees paid by MON exceed the actual costs incurred by GDSC in providing the Maintenance and Technical Support Services by more than four percent (4%), GDSC will
immediately pay the difference (i.e., GDSC's actual cost of providing Maintenance and Technical Support Services minus Maintenance Fees paid by MON) and interest thereon at a rate of one and
one-half percent (1.5%) per month from the date the Maintenance Fees were paid by MON until the date of such audit, or the maximum amount allowable by law, whichever is less, together with
the reasonable costs of such audit.

6.2  GDSC
shall correct and repair the Software, following telephonic, electronic or other notice by MON to GDSC's maintenance and technical support staff ("GDSC Staff") of any failure,
malfunction, defect or nonconformity which prevents the Software from performing substantially in accordance with the Documentation.

6.3  GDSC
shall acknowledge by telephone (or in the same manner in which the request for service was received) a request for service and respond to such request for service at the same
performance level and on the same basis as it then currently undertakes for its own benefit.

6.4  When
requested by GDSC, MON shall provide GDSC with electronic access to the Software so that GDSC may provide support remotely. MON shall provide a remotely-accessible modem and
dedicated telephone line for the aforementioned access, and GDSC shall bear the cost of its telephone calls to such modem. GDSC shall comply with any commercially reasonable security and/or other
operational policies and procedures imposed by MON concerning remote access as provided to GDSC. If any failure, malfunction, defect or nonconformity cannot be satisfactorily corrected through
telephone, electronic or other remote means, MON may request on-site assistance from GDSC and GDSC shall respond by having maintenance personnel, trained in the Software to be serviced, at
the Installation Site where such Software is located within a time period after MON's initial request for service that is commensurate with the performance level it then currently undertakes for its
own

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benefit. GDSC shall use commercially reasonable efforts to correct the applicable failure, malfunction, defect or nonconformity which prevents the Software from performing substantially in accordance
with the Documentation, however GDSC cannot guarantee that every failure, malfunction, defect or nonconformity can be satisfactorily corrected. In the event that GDSC cannot, through the exercise of
commercially reasonable efforts, correct a failure, malfunction, defect or nonconformity which prevents the Software from performing substantially in accordance with the Documentation and which
results in a major or primary function or component of the Software being unusable or unavailable to MON, within seventy-five (75) days from the date MON notifies GDSC of the same,
MON's exclusive remedies shall be the right to terminate the Maintenance and Technical Support Services for the Software licensed hereunder and to exercise any of its rights under the Escrow Deposit
Agreement. Should MON not elect to terminate the Maintenance and Technical Support Services, GDSC shall continue using commercially reasonable efforts to correct such failure, malfunction, defect or
nonconformity for an additional period to be determined by GDSC, but in no event shall such additional period exceed thirty (30) days; if GDSC's efforts are unsuccessful at the conclusion of
such period, the Maintenance and Technical Support Services for the Software licensed hereunder shall terminate.

6.5  GDSC
shall provide MON with all revisions, updates, improvements, modifications and enhancements to the Software which are produced by GDSC ("Update"). GDSC shall install same and
provide such services as are required, if any, to enable MON to continue MON's use of the Software as permitted hereunder. If any such Update adversely affects MON's use of the Software, MON's
operations or other systems or processes, in MON's sole judgment, acting reasonably and in good faith, MON may refuse to accept same. If GDSC satisfactorily resolves the problems that gave rise to
MON's refusal, MON shall permit GDSC to install the Update. If MON wishes to accept a current Update that requires the installation of a prior Update that MON has refused, MON must accept and permit
the installation of the prior Update before receiving the current Update. For purposes of this Agreement, an Update once incorporated into the Software or Documentation shall be considered a part
thereof for all purposes hereunder.

6.6  At
MON's request and expense, GDSC may, in its reasonable discretion, produce and make available to MON any and all modifications to the Software to enable same to operate in
conjunction with any new releases of the operating system identified in the Computer Hardware and Software Requirements, and any other modifications to the Software requested by MON.

6.7  GDSC
shall provide revised and/or updated Documentation to correspond to any changes (including Updates) made to the Software, within thirty (30) days of such changes.

6.8  MON
may terminate Maintenance and Technical Support Services for the Software licensed hereunder, at any time in whole or in part, upon thirty (30) days' written notice to
GDSC. In the event that MON terminates Maintenance and Technical Support Services for the Software (except for a material breach by GDSC), it shall not be entitled to a pro-rata
reimbursement of any pre-paid Maintenance Fees.

6.9  Maintenance
and Technical Support Services will be provided for the version of the Software which is currently being offered by GDSC. Maintenance and Support Services will be
provided for each prior Update of the Software ("Supported Version") for a period of eighteen (18) months following the release of the next Supported Version of the Software.

6.10  GDSC
shall not be obligated to correct any failure, malfunction, defect or nonconformity which prevents the Software from performing substantially in accordance with the
Documentation that result from the following: (a) an Excusable Delay; (b) use of the Software on equipment or with any other software products other than the equipment and software
identified in the Computer Hardware and Software Requirements; (c) use of the Software by MON that deviates from the operating procedures specified in the applicable Documentation;
(d) modification, customization, alteration or addition or attempted modification, customization, alteration or addition of the Software undertaken by MON or its agents, assigns, contractors,
employees or others under MON's control without the prior written consent of GDSC, except for any Updates installed by MON under the direction or at the request of

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GDSC; (e) MON's failure to implement Updates of the Software provided to MON at no additional charge or pursuant to Section 6.6, except for those Updates which are rejected by MON
pursuant to the terms and conditions set forth in Section 6.5; and (f) failure by MON to reasonably respond to any reasonable action plan provided by GDSC pursuant to a Support Call by
MON.

7.Warranties.

7.1  GDSC represents and warrants to MON that: (a) it has the power and authority to enter into this Agreement and to perform its obligations hereunder
and that its obligations hereunder are not in conflict with any other GDSC obligations; (b) the Software is free of any liens that would interfere with MON's use of the Software and
Documentation as permitted hereunder; (c) all services performed by GDSC hereunder will be performed in a competent and professional manner by qualified personnel with the skill, training and
background necessary to accomplish their assigned tasks, and will conform to MON's requirements hereunder; (d) GDSC is the owner of and/or is authorized to license the Software and
Documentation furnished to MON hereunder; (e) the Software will perform substantially in accordance with its Documentation for a period of ninety (90) days following the Acceptance Date;
and (f) immediately prior to the Scheduled Delivery Date, GDSC will scan the Software with a commercially recognized anti-virus software program, and will deliver the Software to
MON free of any "virus", "worm", "trojan horse", "self destruction", "disabling", "lock out", or "metering" device (as such terms are understood in the computer industry) that may be found during such
scan and which could impair MON's use of the Software.

7.2  In
the event of any breach of clause (e) of Section 7.1, GDSC will, at its own expense and at no additional charge to MON, use its commercially reasonable efforts to
supply MON with a corrected version of the Software in accordance with the terms and conditions of Section 6 of this Agreement. In
the event of a breach of clause (c) of Section 7.1, GDSC will, at its own expense and at no additional charge to MON, use its commercially reasonable efforts to correct any material
nonconforming aspect of its performance as soon as possible after MON has notified GDSC of such breach, consistent with Section 6 of this Agreement. Except for the gross negligence and willful
misconduct of GDSC and/or as otherwise provided in Section 6, the foregoing states MON's sole and exclusive remedies and GDSC's sole liability in the event of a breach of clauses (e) or
(c) of Section 7.1.

7.3  MON
represents and warrants to GDSC that it has the power and authority to enter into this Agreement, and its obligations hereunder are not in conflict with any other MON
obligations.

7.4  EXCEPT
AS SPECIFICALLY PROVIDED IN SECTION 7 OF THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, AND THE WARRANTIES PROVIDED IN THIS SECTION 7 ARE IN
LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD
PARTY RIGHTS.

8.Intellectual Property Indemnity.

8.1  GDSC agrees to defend and/or handle at its own expense, any claim or action against MON, its affiliates and/or their respective officers, directors,
employees and agents for actual or alleged infringement of any Intellectual Property Right, based upon the Software or Documentation furnished hereunder by GDSC or based on MON's use thereof. GDSC
further agrees to indemnify and hold MON harmless from and against any and all liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees) associated with any such claim or
action. GDSC shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing.

8.2  If
any Software or Documentation furnished hereunder become, or in GDSC's opinion are likely to become, the subject of any such claim or action, then, GDSC, at its sole expense may
either: (a) procure for MON the right to continue using same as contemplated hereunder; (b) modify same to render same non-infringing (provided such modification does not
adversely affect MON's use as

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contemplated hereunder); or (c) replace same with equally suitable, functionally equivalent, compatible, non-infringing products, materials and/or services.

8.3  GDSC
will have no liability for any claim alleging infringement of any Intellectual Property Right that results from the (a) use of other than the then-latest
Update of the Software, solely to the extent such infringement could have been avoided by use of the then-latest Update of the Software, and such then-latest Update had been
made available to MON at no additional charge or pursuant to Section 6.6, but MON, after having been notified by GDSC of actual or possible infringement, chose to continue to use the prior
Update, (b) modification of the Software made by any party other than GDSC or GDSC's designee, (c) unauthorized use of a combination of the Software with other materials not provided by
GDSC that is inconsistent with the Documentation therefor, or (d) use of the Software outside the scope of the license granted under this Agreement without the prior written consent of an
officer of GDSC.

8.4  THE
FOREGOING PROVISIONS IN THIS SECTION 8 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF GDSC, AND THE EXCLUSIVE REMEDY OF MON, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT
OF ANY INTELLECTUAL PROPERTY RIGHT BY THE SOFTWARE OR DOCUMENTATION, AND (B) ANY BREACH OF THE WARRANTY IN SECTION 7.1(d).

9.Confidential Information.

9.1  GDSC agrees to regard and preserve as confidential all information related to the business and activities of MON, the MON Affiliates and their respective
customers, clients, suppliers and other entities with whom MON does business, that may be obtained by GDSC as a result of this Agreement (the "MON Confidential Information"). GDSC agrees to hold the
MON Confidential Information in trust and confidence for MON, take such precautions (but no less than reasonable precautions) to protect the confidentiality of the MON Confidential Information and not
to disclose the MON Confidential Information to any person, firm or enterprise, or use (directly or indirectly) the MON Confidential information for its own benefit or the benefit of any other party,
unless authorized by MON in writing; provided, however, that it may disclose the MON Confidential Information to MON's employees, agents, contractors and advisors who need to know the MON Confidential
Information to enable GDSC to perform its obligations and exercise its rights under this Agreement, who are advised of the confidential and proprietary nature of the MON Confidential Information and
who are either subject to written nondisclosure obligations no less restrictive than those contained in this Agreement or who are otherwise subject to a duty of loyalty and confidentiality to GDSC.

9.2  MON
agrees to regard and preserve as confidential all information related to the business and activities of GDSC and its customers, clients, suppliers and other entities with whom
GDSC does business, that may be obtained by MON as a result of this Agreement (including without limitation the Software) (the "GDSC Confidential Information"). MON agrees to hold the GDSC
Confidential Information in trust and confidence for GDSC, take such precautions (but no less than reasonable precautions) to protect the confidentiality of the GDSC Confidential Information and not
to disclose the GDSC Confidential Information to any person, firm or enterprise, or use (directly or indirectly) any GDSC Confidential Information for its own benefit or the benefit of any other
party, unless authorized by GDSC in writing; provided, however, that it may disclose the GDSC Confidential Information to MON's employees, agents, contractors and advisors who need to know the GDSC
Confidential Information to enable MON to perform its obligations and exercise its rights under this Agreement, who are advised of the confidential and proprietary nature of the GDSC Confidential
Information and
who are either subject to written nondisclosure obligations no less restrictive than those contained in this Agreement or who are otherwise subject to a duty of loyalty and confidentiality to MON.

9.3  Information
shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (a) already known to the receiving party free
of any restriction at the time it is obtained from the other party; (b) subsequently learned from an independent third party free of any restriction and without breach of this Agreement;
(c) is or becomes publicly available through no

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wrongful act of either party; or (d) is independently by one party without reference to any Confidential Information of the other.

9.4  If
either party is directed to disclose the Confidential Information of the other party by operation of law or in connection with a judicial or governmental proceeding or inquiry,
it will promptly notify the other party and will assist the other party in seeking a suitable protective order or assurance of confidential treatment and in taking any other steps deemed reasonably
necessary by the other party to preserve the confidentiality of any such Confidential Information.

9.5  Each
party acknowledges and agrees that, in the event of a breach or threatened breach of any of the foregoing provisions, the other will have no adequate remedy in money damages
and, accordingly, shall be entitled to seek injunctive relief against such breach or threatened breach; provided, however, that no specification of a particular legal or equitable remedy shall be
construed as a waiver, prohibition or limitation of any legal or equitable remedies in the event of a breach hereof.

10.General.

10.1Liability.

10.1.1  IN NO EVENT WILL EITHER PARTY BE LIABLE, TO THE OTHER OR TO ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE
OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, IN ANY MANNER IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT THE
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO DAMAGES RESULTING FROM (A) THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF SUCH PARTY; (B) A BREACH OF SUCH PARTY'S CONFIDENTIALITY OBLIGATIONS
HEREUNDER; AND/OR (C) IN THE CASE OF GDSC, GDSC'S INDEMNIFICATION OBLIGATIONS HEREUNDER.

10.1.2  IN
ADDITION, EACH PARTY'S LIABILITY IN THE AGGREGATE UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED THE AMOUNTS ACTUALLY PAID TO GDSC BY MON UNDER THIS
AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO DAMAGES RESULTING FROM
(A) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY; (B) A BREACH OF SUCH PARTY'S CONFIDENTIALITY OBLIGATIONS HEREUNDER; AND/OR (C) IN THE CASE OF GDSC, GDSC'S
INDEMNIFICATION OBLIGATIONS HEREUNDER.

10.2Excusable Delay.In no event shall either party be liable to the other for any delay or failure to perform due to causes beyond the
reasonable control and without the fault or negligence of the party claiming excusable delay (each, an "Excusable Delay").

10.3Termination; Effect of Termination.

10.3.1  In the event of a material breach of this Agreement by GDSC, MON may (reserving cumulatively all other remedies and rights under this
Agreement and in law and in equity) terminate this Agreement, in whole or in part, by giving GDSC thirty (30) days' written notice thereof; provided, however, that any such termination shall
not be effective if the breach has been cured prior to the expiration of said thirty (30) days.

10.3.2  In
the event of a material breach of this Agreement by MON, GDSC may (reserving cumulatively all other remedies and rights under this Agreement and in law and
in equity) terminate this Agreement, in whole or in part, by giving MON thirty (30) days' written notice thereof; provided, however, that any such termination shall not be effective if the
breach has been cured prior to the expiration of said thirty (30) days.

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10.3.3  Upon termination: (a) all provisions of this Agreement shall terminate (subject to Section 10.11 of this Agreement); (b) MON shall remain
obligated to pay GDSC any outstanding amounts due and payable to GDSC under this Agreement; (c) MON shall immediately discontinue use of the Software and Documentation (except as otherwise
specified in Section 10.3.4) and GDSC Confidential Information and within ten (10) days certify in writing to GDSC that all copies of the Software, Documentation and GDSC Confidential
Information have either been returned to GDSC or destroyed in accordance with GDSC's specific instructions; and (d) GDSC shall immediately discontinue use of
MON Confidential Information and within ten (10) days certify in writing to MON that the MON Confidential Information, together with all copies thereof, have either been returned to MON or
destroyed in accordance with MON's specific instructions.

10.3.4  In
the event of any termination of this Agreement by MON pursuant to Section 10.3.1, MON shall, effective as of the date of such termination, have the
continued right and license to use the Software and Documentation until such time as MON is able to replace the same with a substantially similar product and implement such product at the User Sites
(not to exceed six (6) months), without any additional charge, but otherwise subject to and in accordance with the provisions of this Agreement.

10.4Notices.Unless otherwise specified in this Agreement, all notices shall be in writing and delivered personally, mailed, first
class mail, postage prepaid, or delivered by confirmed electronic or digital means, to the addresses set forth at the beginning of this Agreement and to the attention of the undersigned. Either party
may change the addresses or addressees for notice by giving notice to the other. All notices shall be deemed given on the date personally delivered, when placed in the mail as specified or when
electronic or digital confirmation is received.

10.5Advertising or Publicity.Neither party shall use the name or marks, refer to or identify the other party in advertising or
publicity releases, promotional or marketing correspondence to others without first securing the written consent of such other party.

10.6Assignment.Neither party may assign this Agreement and/or any rights and/or obligations hereunder without the prior written
consent of the other party and any such attempted assignment shall be void; provided however, that MON may assign this Agreement and/or any of its rights hereunder, and/or delegate any of its
obligations hereunder to a MON Affiliate or a party acquiring all or substantially all of its assets upon written notice to GDSC, provided that such permitted assignee agrees in writing to be bound by
and comply with all the terms and conditions of this Agreement. GDSC may assign this Agreement and/or any of its rights hereunder, and or delegate any of its obligations hereunder to a GDSC Affiliate
or a party acquiring all or substantially all of its assets upon written notice to MON, provided that such permitted assignee agrees in writing to be bound by and comply with all of the terms and
conditions of this Agreement. This Agreement shall be binding upon the parties' permitted assigns and successors and references to each party shall include such assigns and successors.

10.7Governing Law, Jurisdiction and Attorneys' Fees.The provisions of this Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware (excluding any conflict of law rule or principle that would refer to the laws of another jurisdiction). Each party hereto irrevocably submits to the jurisdiction
of the state and federal courts located in Wilmington, Delaware, in any action or proceeding arising out of or relating to this Agreement, and each party hereby irrevocably agrees that all claims in
respect of any such action or proceeding must be brought and/or defended in any such court; provided, however, that matters which are under the exclusive jurisdiction of the federal courts shall be
brought in the Federal District Court for the District of Delaware. Each party hereto consents to service of process by any means authorized by the applicable law of the forum in any action
brought under or arising out of this Agreement, and each party irrevocably waives, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION
OR PROCEEDING ARISING

---

HEREUNDER. In the event any suit or other legal proceeding is brought for the enforcement of any of the provisions of this Agreement, the parties hereto agree that the prevailing party shall be
entitled to recover from the other party upon final judgment on the merits reasonable attorneys' fees (and sales taxes thereon, if any), including attorneys' fees for any appeal, and costs incurred in
bringing such suit or proceeding.

10.8Amendment and Waiver; Interpretation.No modification, course of conduct, amendment, supplement to or waiver of this Agreement or
any provisions hereof shall be binding upon the parties unless made in writing and duly signed by both parties. At no time shall any failure or delay by either party in enforcing any provisions,
exercising any option, or requiring performance of any provisions, be construed to be a waiver of same. If any of the provisions of this Agreement are held invalid, illegal or unenforceable, the
remaining provisions shall be unimpaired. Headings are for reference and shall not affect the meaning of any of the provisions of this Agreement.  For the purposes of this Agreement,
the term "including" means "including but not limited to" unless otherwise expressly indicated.

10.10Entire Agreement.The exhibits attached to this Agreement are incorporated by reference and constitute a part of this Agreement as
if fully set forth herein. This Agreement constitutes the entire agreement between the parties and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written
or oral, regarding the subject matter.

10.11Survival.Any provisions of this Agreement which must survive the expiration or termination of this Agreement in order to give
effect to their meaning will survive any such expiration or termination of this Agreement.

10.12Dispute Escalation Process.The parties will attempt in good faith to promptly resolve any controversy or claim arising out of or
relating to this Agreement by negotiations between executives of the parties. If a controversy or claim should arise, the Chief Information Officers, or their superiors, will meet in person or phone,
as they decide, at least once and will attempt to resolve the matter. Either Chief Information Officer may require the other to meet within five (5) days at a mutually agreed upon time. If the
matter has not been resolved within seven (7) days of their first meeting, or a request for such meeting if no meeting occurs, the Chief Information Officers shall refer the matter to senior
executives, who shall have authority to settle the dispute (the "Senior Executives"). The Senior Executive for GDSC shall be its chief executive officer or his designee and the Senior Executive of MON
shall be its chief executive officer, or his/her designee. Thereupon, the Chief Information Officers shall promptly prepare and exchange memoranda stating the issues in dispute, and their
positions, summarizing the negotiations which have taken place, and attaching relevant documents. The Senior Executives will meet in person or by telephone within five (5) days of the end of
the seven (7) day period referred to above, at a mutually agreed upon time and, if an in-person meeting is mutually agreed upon, a mutually agreed upon location. If the meeting is
in person, the first meeting shall be held at the offices of the Chief Information Officer receiving the request to meet. If more than one in-person meeting is held, the
in-person meetings shall be held in rotation at the offices of GDSC and MON. If the matter has not been resolved within ten (10) days of the first meeting of the Senior Executives
(which period may be extended by mutual agreement), the parties may thereafter resort to litigation. During the course of negotiations between the representatives, all reasonable requests made by one
party to the other for nonprivileged information will be honored in order that each of the parties may be fully informed of the circumstances relevant to the dispute.

10.13  Nothing
in this Agreement will be construed as creating a joint venture, partnership or employment relationship between GDSC and MON. GDSC and MON are independent contractors.
Neither party will have the right, power or implied authority to create any obligation or duty on behalf of the other party.

10.14  MON
acknowledges that the Software and MON's use of it is subject to the laws of the United States, including laws regulating exports and transactions with non-U.S.
persons and is subject to the laws of foreign countries, including laws regulating the import of products. MON covenants and agrees that it will not, itself or through any parent, subsidiary,
Affiliate, employee, agent or other party, export, import, transfer or use the Software in violation of U.S. laws, including the Export

---

Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the Office of Foreign Assets Control of the Department of the Treasury, or other similar
laws of any foreign country which pertain to the purchase, sale, license, transfer, importation or exportation of the subject goods, services and information. Upon written request, not more than once
annually, MON shall provide verification of its use of the Software which shall include: (a) a statement that one copy of the Software is installed at the Installation Site; (b) the
location of the Installation Site; and (c) the country(ies) in which MON and its sublicensees (if any) are actively using the Software.

10.15  This
Agreement may be executed in counterparts, by manual or facsimile signature, each of which will be deemed an original and all of which together will constitute one and the
same instrument.

10.16  In
the event that GDSC proposes to sell, assign or transfer the Software to a third party that is not an Affiliate, and receives a bona fide offer from such third party, it shall
deliver a written notice of the proposed transaction (the "Transaction Notice") to MON. The Transaction Notice shall contain a description of the proposed transaction and the terms thereof, the name
of the third party proposing to purchase the Software, and a description of the consideration to be received by GDSC upon the sale of the Software. The delivery of the Transaction Notice shall
constitute an irrevocable offer (the "Offer") by GDSC to sell the Software to MON on the terms identified as "material" by GDSC, acting
reasonably and in good faith, that are contained in the Transaction Notice. Within ten (10) business days after delivery of the Transaction Notice, MON shall give notice to GDSC of its
acceptance of the Offer (the "MON Notice"). If MON fails to deliver such notice within such ten (10) day period, it shall be deemed to have not exercised its right of first refusal under this
Section 10.16.

IN
WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representatives, as of the day, month and year first written above.

|       | MON Acquisition Corp. |  |        | Gentle Dental Service Corporation
|------ | --------------------- |  | ------ | ---------------------------------
|By:    | /s/ STEVEN R. MATZKIN |  | By:    | /s/ MICHAEL T. FIORE             
|       |                       |  |        |                                  
|Name:  | Steven R. Matzkin     |  | Name:  | Michael T. Fiore                 
|       |                       |  |        |                                  
|       | [Type or Print]       |  |        | [Type or Print]                  
|Title: | President             |  | Title: | President                        
|       |                       |  |        |                                  

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EXHIBIT A

Software

Compass Management System

The
Compass Management System provides various management reports. The Compass Management System receives data from the QSI System servers by various processes and programs and consolidates it into
central data warehouses. Reporting is created from this data and can be made available by using an intranet support system or e-mail system, or through printed reports.

Custom
QSI Processes:

|                                                                                                                                                                                                |                                                                                                                                                                          |                                                                                                                                                     
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------
|Comp.dr                                                                                                                                                                                         | Comp.clm                                                                                                                                                                 | ftpspl                                                                                                                                              
|                                                                                                                                                                                                |                                                                                                                                                                          |                                                                                                                                                     
|Batch Processes:                                                                                                                                                                                |                                                                                                                                                                          |                                                                                                                                                     
|ar.batauthos.batcampautorun.batcollect.batconfirmautorun.batdrillfill.batdrprodautorun.batfuturesautorun.batlostfnd.batmastersautorun.batortscampautorun.batpremiumcheckingautorun.batstats.bat | audit.batauthosautorun.batcards.batcollectautorun.batdrillfillautorun.batdrprodm.batgoals.batlostfndautorun.batplanact.batstatsi.batstatsim.batutil.batstatsiautorun.bat | auditautorun.batcamp.batcardsautorun.batconfirm.batdemo.batdrprod.batfutures.batgoalsautorun.batmasters.batortscamp.batpremiumchecking.batrecall.bat

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|Programs and Databases:                                                               |                                                                                                 |                                                                                        
|------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------
|                                                                                      |                                                                                                 |                                                                                        
|ar.mdbcollect.mdbdoctorproduction.mdbfutures.mdbpremiumchecking.mdbstatsi.mdbutil.mdb | audit.mdbcamp.mdbconfirm.mdbdoctorproductionme.mdbgoals.mdblost&fnd.mdbortscamp.mdbstatsime.mdb | authorizations.mdbcards.mdbdemographics.mdbdrillfill.mdbmasters.mdbplanact.mdbstats.mdb

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|Reports:                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                    
|ageatoffagecratoffageoffageoffsuppauditchgexpauditdelpayauthreturncampmgmtarcgrpcampmgmtexamcapcampmgmtexpcapcampnewnotxclaimsnoortdemoptagesgrpdemorevzipdoctorproductionbtmonthlyutilreportorstatusoutofbalnoortplanactallcyplanactcapcyrptpostingreviewschreviewgraphoffstatsittlstatsttlunbillednoort | ageatoffnoortagecratoffnoortageoffnoortar90daysnoortauditchgtxauthgrp2notsentcampinctxcampmgmtarcoffcampmgmtexamffscampmgmtexpffscampnongroupclaimsortdemoptzipdoctorproductiondoctorproductionrkorcandotcdoutofbalortplanactalllyplanactcaplyschreviewstatsioffstatsittlwsuppressedunbilledort | ageatoffortagecratoffortageoffortar90daysortauditdelauthopencampmgmtcampmgmtdpinccampmgmtexamffscapcampmgmtexpffscapcampnoplandemoptagesdemorevrefdoctorproductionatlostfoundorscampoutofbalplanactallplanactcapprodvsgoalsschreviewgraphstatsioffwstatsoffunbilled

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|Intranet Delivery Processes:        |                   |                   
|----------------------------------- | ----------------- | ------------------
|                                    |                   |                   
|OTCMain.aspQdrillfill.aspRaudit.asp | QOTC.aspRfill.asp | ROTC.aspQaudit.asp

Installation Site:Initially, the Software shall be located at the GDSC offices, at 222 North Sepulveda Blvd., Suite
740, El Segundo, CA 90245 (the "Initial Installation Site"). After a transitional period, MON may transfer the Software to a new Installation Site, pursuant to Section 1.1.2 of the Agreement.
Until such transfer from the Initial Installation Site, the date of which shall be mutually agreed upon by GDSC and MON, acting reasonably and in good faith ("Transfer Date"), MON's obligations with
respect to the Installation Site shall be suspended.

User Sites:All existing and future MON-managed dental office locations, not to exceed one hundred
(100) in the aggregate, that maintain an intranet connection with the Installation Site; provided, however, that MON may use the Software in accordance with the terms and conditions herein at
an additional number of MON dental office locations for an additional license fee to be mutually agreed upon by the parties.

Scheduled Delivery Date:Transfer Date

Training Services:

Adequate
training will be provided to allow installation site personnel to accomplish:

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Maintenance Fee:

|Monthly Fee:         | $3375 during the first year of the Initial License Term.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     | GDSC will review the monthly fee on the first anniversary of the Effective Date and thereafter on an annual basis, and will be entitled to adjust the monthly fee for the subsequent year to reflect: (i) GDSC's actual costs in providing the
Maintenance and Technical Support Services; plus (ii) a $500 help desk call fee (which includes 10 calls per month) adjusted pursuant to the Consumer Price Index for All Urban Consumers, All Items (base year 1982-84 = 100) for the United
States, published by the United States Department of Labor, Bureau of Labor Statistics (the "Index").                                                                                                                                                                                                                                                                                                                                                                                                              
|                     | The annual adjustment of the $500 help desk call fee shall be calculated in the following manner: The Index which is published most immediately preceding the first day of the next succeeding year of the License Term (the "Adjustment Index") shall be
compared with the Index which is published most immediately preceding the Effective Date (the "Beginning Index"). If the Adjustment Index has increased over the Beginning Index, the $500 help desk call fee during the next succeeding year of the
License Term shall be set by multiplying the $500 help desk call fee by a fraction, the numerator of which is the Adjustment Index and the denominator of which is the Beginning Index. If the Index is hereafter converted to a different standard
reference base or otherwise revised, the adjustment shall be made with the use of such conversion factor, formula or table for converting the Index as may be published by the United States Department of Labor, Bureau of Labor Statistics.
|                     | GDSC's actual costs consist of a pro-rated portion of shared costs (i.e., costs that are not directly attributable to either party but which are required to provide the Maintenance and Technical Support Services). The pro-rated portion shall be
calculated in the following manner: 30% of the aggregate total of i) 50% of the IT supervisor's budgeted salary; plus ii) 100% of the IT developer's budgeted salary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Additional call fee: | $50 per hour (minimum one hour for calls in excess of 10 calls per month); the additional call fee will be reviewed and adjusted on an annual basis in the same manner as the help desk call fee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Ten
(10) support calls per month are included in the monthly fee. Additional call fee applies for support calls in excess of ten (10) in a given month. Additional call fee also applies
for calls arising from the causes identified in Section 6.10 of the Agreement. On each anniversary of the Effective Date during the Term, GDSC shall calculate the number of support calls it
received from MON during the previous twelve (12) months (the "Annual Support Call Usage"). If the Annual Support Call usage exceeds one hundred twenty (120) calls, GDSC shall charge MON
an aggregate equal to the additional call fee for each support call in excess of one hundred twenty (120) calls, less any additional call fees paid by MON during the previous twelve
(12) months. If the Annual Support Call Usage is less than one hundred twenty (120) calls, GDSC shall issue a credit to MON in an aggregate amount equal to the additional
call fee for each support call between the Annual Support Call Usage and one hundred twenty (120) calls, plus any additional call fees paid by MON during the previous twelve (12) months.

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Computer Hardware and Software Requirements:The Installation Site shall have the following computer hardware and
software:

|Compass Server:                                                         | Compaq Proliant 1850R or equivalent                     
|----------------------------------------------------------------------- | --------------------------------------------------------
|Processor:                                                              | Dual Pentium II, 500 Mhz (Family 6, Mode 7, Stepping 2) 
|Memory:                                                                 | 512 Mb of RAM                                           
|Storage:                                                                | 1-4.3 Gb Hard Drive                                     
|                                                                        | 3-18.2 Gb Hard Drives                                   
|Software:                                                               | Windows NT Version 4.0                                  
|                                                                        | Microsoft Office 97 Professional                        
|                                                                        | Monarch                                                 
|                                                                        | Backup Exec Enterprise Edition                          
|Intranet Web Server:                                                    | Compaq Proliant 1850R or equivalent                     
|Processor:                                                              | Dual Pentium III, 550 Mhz (Family 6, Mode 7, Stepping 3)
|Memory:                                                                 | 256 Mb of RAM                                           
|Storage: 2-9.1 Gb Hard Drives                                           |                                                         
|                                                                        | 2-18.2 Gb Hard Drives                                   
|Software:                                                               | Windows NT Version 4.0                                  
|                                                                        | Windows NT Version 4.0 Option Pack                      
|The User Sites shall have the following computer hardware and software:
|Processor:                                                              | Sufficient to process the required software.            
|Memory:                                                                 | Sufficient to process the required software.            
|Storage:                                                                | Sufficient to process the required software.            
|Software:                                                               | Microsoft Internet Explorer Version 5.0 or higher.      
|                                                                        | Monarch Report Explorer.                                
|                                                                        | Microsoft Snap file viewer add-in.                      

Telecommunication Requirements:The Installation Site shall have the following telecommunication capabilities:

A
TCP/IP protocol local area network with the Compass Server and the Intranet Server as nodes.

A
TCP/IP protocol wide area network with each QSI Server, designated User Site and the Installation Site LAN as nodes.

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EXHIBIT B
Form of Escrow Deposit Agreement

[attached]

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PREFERRED ESCROW AGREEMENT

Account Number ______________________

This
agreement ("Agreement") is effective            , 20      among DSI Technology Escrow Services, Inc. ("DSI"),
            ("Depositor") and
            ("Preferred Beneficiary"), who collectively may be referred to in this Agreement as the parties ("Parties").

A.  Depositor
and Preferred Beneficiary have entered or will enter into a license agreement, development agreement, and/or other agreement regarding certain proprietary
technology of Depositor (referred to in this Agreement as "the License Agreement").

B.  Depositor
desires to avoid disclosure of its proprietary technology except under certain limited circumstances.

C.  The
availability of the proprietary technology of Depositor is critical to Preferred Beneficiary in the conduct of its business and, therefore, Preferred
Beneficiary needs access to the proprietary technology under certain limited circumstances.

D.  Depositor
and Preferred Beneficiary desire to establish an escrow with DSI to provide for the retention, administration and controlled access of the proprietary
technology materials of Depositor.

E.  The
parties desire this Agreement to be supplementary to the License Agreement pursuant to 11 United States [Bankruptcy] Code,
Section 365(n).

ARTICLE
1DEPOSITS

1.1Obligation to Make Deposit.Upon the signing of this Agreement by the parties, Depositor shall deliver to DSI the proprietary
technology and other materials ("Deposit Materials") required to be deposited by the License Agreement or, if the License Agreement does not identify the materials to be deposited with DSI, then such
materials will be identified on Exhibit A. If Exhibit A is applicable, it is to be prepared and signed by Depositor and Preferred Beneficiary. DSI shall have no obligation with respect
to the preparation, signing or delivery of Exhibit A.

1.2Identification of Tangible Media.Prior to the delivery of the Deposit Materials to DSI, Depositor shall conspicuously label for
identification each document, magnetic tape, disk, or other tangible media upon which the Deposit Materials are written or stored. Additionally, Depositor shall complete Exhibit B to this
Agreement by listing each such tangible media by the item label description, the type of media and the quantity. Exhibit B shall be signed by Depositor and delivered to DSI with the Deposit
Materials. Unless and until Depositor makes the initial deposit with DSI, DSI shall have no obligation with respect to this Agreement, except the obligation to notify the parties regarding the status
of the account as required in Section 2.2 below.

1.3Deposit Inspection.When DSI receives the Deposit Materials and Exhibit B, DSI will conduct a deposit inspection by visually
matching the labeling of the tangible media containing the Deposit Materials to the item descriptions and quantity listed on Exhibit B. In addition to the deposit inspection, Preferred
Beneficiary may elect to cause a verification of the Deposit Materials in accordance with Section 1.6 below.

1.4Acceptance of Deposit.At completion of the deposit inspection, if DSI determines that the labeling of the tangible media matches
the item descriptions and quantity on Exhibit B, DSI will date and sign Exhibit B and mail a copy thereof to Depositor and Preferred Beneficiary. If DSI determines that the labeling does
not match the item descriptions or quantity on Exhibit B, DSI will (a) note the discrepancies in writing on Exhibit B; (b) date and sign Exhibit B with the
exceptions noted; and (c) mail a copy of Exhibit B to Depositor and Preferred Beneficiary. DSI's acceptance of the deposit occurs upon the signing of Exhibit B by DSI. Delivery of
the signed Exhibit B to Preferred Beneficiary is Preferred Beneficiary's notice that the Deposit Materials have been received and accepted by DSI.

1.5Depositor's Representations.Depositor represents as follows:



---



and



1.6Verification.Preferred Beneficiary shall have the right, at Preferred Beneficiary's expense, to cause a verification of any Deposit
Materials. Preferred Beneficiary shall notify Depositor and DSI of Preferred Beneficiary's request for verification. Depositor shall have the right to be present at the verification. A verification
determines, in different levels of detail, the accuracy, completeness, sufficiency and quality of the Deposit Materials. If a verification is elected after the Deposit Materials have been delivered to
DSI, then only DSI, or at DSI's election an independent person or company selected and supervised by DSI, may perform the verification.

1.7Deposit Updates.Unless otherwise provided by the License Agreement, Depositor shall update the Deposit Materials within
60 days of each release of a new version of the product which is subject to the License Agreement. Such updates will be added to the existing deposit. All deposit updates shall be listed on a
new Exhibit B and Depositor shall sign the new Exhibit B. Each Exhibit B will be held and maintained separately within the escrow account. An independent record will be created
which will document the activity for each Exhibit B. The processing of all deposit updates shall be in accordance with Sections 1.2 through 1.6 above. All references in this Agreement to the
Deposit Materials shall include the initial Deposit Materials and any updates.

1.8Removal of Deposit Materials.The Deposit Materials may be removed and/or exchanged only on written instructions signed by Depositor
and Preferred Beneficiary, or as otherwise provided in this Agreement.

ARTICLE
2CONFIDENTIALITY AND RECORD KEEPING

2.1Confidentiality.DSI shall maintain the Deposit Materials in a secure, environmentally safe, locked facility which is accessible
only to authorized representatives of DSI. DSI shall have the obligation to reasonably protect the confidentiality of the Deposit Materials. Except as provided in this Agreement, DSI shall not
disclose, transfer, make available, or use the Deposit Materials. DSI shall not disclose the content of this Agreement to any third party. If DSI receives a subpoena or any other order from a court or
other judicial tribunal pertaining to the disclosure or release of the Deposit Materials, DSI will immediately notify the parties to this Agreement unless prohibited by law. It shall be the
responsibility of Depositor and/or Preferred Beneficiary to challenge any such order; provided, however, that DSI does not waive its rights to present its position with respect to any such order. DSI
will not be required to disobey any order from a court or other judicial tribunal. (See Section 7.5 below for notices of requested orders.)

2.2Status Reports.DSI will issue to Depositor and Preferred Beneficiary a report profiling the account history at least
semi-annually. DSI may provide copies of the account history pertaining to this Agreement upon the request of any party to this Agreement.

2.3Audit Rights.During the term of this Agreement, Depositor and Preferred Beneficiary shall each have the right to inspect the
written records of DSI pertaining to this Agreement. Any inspection shall be held during normal business hours and following reasonable prior notice.

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ARTICLE 3GRANT OF RIGHTS TO DSI

3.1Title to Media.Depositor hereby transfers to DSI the title to the media upon which the proprietary technology and materials are
written or stored. However, this transfer does not include the ownership of the proprietary technology and materials contained on the media such as any copyright, trade secret, patent or other
intellectual property rights.

3.2Right to Make Copies.DSI shall have the right to make copies of the Deposit Materials as reasonably necessary to perform this
Agreement. DSI shall copy all copyright, nondisclosure, and other proprietary notices and titles contained on the Deposit Materials onto any copies made by DSI. With all Deposit Materials submitted to
DSI, Depositor shall provide any and all instructions as may be necessary to duplicate the Deposit Materials including but not limited to the hardware and/or software needed.

3.3Right to Transfer Upon Release.Depositor hereby grants to DSI the right to transfer the Deposit Materials to Preferred Beneficiary
upon any release of the Deposit Materials for use by Preferred Beneficiary in accordance with Section 4.5. Except upon such a release or as otherwise provided in this Agreement, DSI shall not
transfer the Deposit Materials.

ARTICLE
4RELEASE OF DEPOSIT

4.1Release Conditions.As used in this Agreement, "Release Condition" shall mean the following:



4.2Filing For Release.If Preferred Beneficiary believes in good faith that a Release Condition has occurred, Preferred Beneficiary may
provide to DSI written notice of the occurrence of the Release Condition and a request for the release of the Deposit Materials. Upon receipt of such notice, DSI shall provide a copy of the notice to
Depositor by commercial express mail.

4.3Contrary Instructions.From the date DSI mails the notice requesting release of the Deposit Materials, Depositor shall have ten
business days to deliver to DSI contrary instructions ("Contrary
Instructions"). Contrary Instructions shall mean the written representation by Depositor that a Release Condition has not occurred or has been cured. Upon receipt of Contrary Instructions, DSI shall
send a copy to Preferred Beneficiary by commercial express mail. Additionally, DSI shall notify both Depositor and Preferred Beneficiary that there is a dispute to be resolved pursuant to
Section 7.3 of this Agreement. Subject to Section 5.2 of this Agreement, DSI will continue to store the Deposit Materials without release pending (a) joint instructions from
Depositor and Preferred Beneficiary; (b) dispute resolution pursuant to Section 7.3; or (c) order of a court.

---

4.4Release of Deposit.If DSI does not receive Contrary Instructions from the Depositor, DSI is authorized to release the Deposit
Materials to the Preferred Beneficiary or, if more than one beneficiary is registered to the deposit, to release a copy of the Deposit Materials to the Preferred Beneficiary. However, DSI is entitled
to receive any fees due DSI before making the release. Any copying expense in excess of $300 will be chargeable to Preferred Beneficiary. This Agreement will terminate upon the release of the Deposit
Materials held by DSI.

4.5Right to Use Following Release.Unless otherwise provided in the License Agreement, upon release of the Deposit Materials in
accordance with this Article 4, Preferred Beneficiary shall have the right to use the Deposit Materials for the sole purpose of continuing the benefits afforded to Preferred Beneficiary by the
License Agreement. Preferred Beneficiary shall be obligated to maintain the confidentiality of the released Deposit Materials.

ARTICLE
5TERM AND TERMINATION

5.1Term of Agreement.The initial term of this Agreement is for a period of one year. Thereafter, this Agreement shall automatically
renew from year-to-year unless (a) Depositor and Preferred Beneficiary jointly instruct DSI in writing that the Agreement is terminated; or (b) DSI instructs
Depositor and Preferred Beneficiary in writing that the Agreement is terminated for nonpayment in accordance with Section 5.2 or by resignation in accordance with Section 5.3. If the
Deposit Materials are subject to another escrow agreement with DSI, DSI reserves the right, after the initial one year term, to adjust the anniversary date of this Agreement to match the then
prevailing anniversary date of such other escrow arrangements.

5.2Termination for Nonpayment.In the event of the nonpayment of fees owed to DSI, DSI shall provide written notice of delinquency to
all parties to this Agreement. Any party to this Agreement shall have the right to make the payment to DSI to cure the default. If the past due payment is not received in full by DSI within one month
of the date of such notice, then DSI shall have the right to terminate this Agreement at any time thereafter by sending written notice of termination to all parties. DSI shall have no obligation to
take any action under this Agreement so long as any payment due to DSI remains unpaid.

5.3Termination by Resignation.DSI reserves the right to terminate this Agreement, for any reason, by providing Depositor and Preferred
Beneficiary with 60-days' written notice of its intent to terminate this Agreement. Within the 60-day period, the Depositor and Preferred Beneficiary may provide DSI with joint
written instructions authorizing DSI to forward the Deposit Materials to another escrow company and/or agent or other designated recipient. If DSI does not receive said joint written instructions
within 60 days of the date of DSI's written termination notice, then DSI shall destroy, return or otherwise deliver the Deposit Materials in accordance with Section 5.4.

5.4Disposition of Deposit Materials Upon Termination.Subject to the foregoing termination provisions, and upon termination of this
Agreement, DSI shall destroy, return, or otherwise deliver the Deposit Materials in accordance with Depositor's instructions. If there are no instructions, DSI may, at its sole discretion, destroy the
Deposit Materials or return them to Depositor. DSI shall have no obligation to destroy or return the Deposit Materials if the Deposit Materials are subject to another escrow agreement with DSI or have
been released to the Preferred Beneficiary in accordance with Section 4.4.

5.5Survival of Terms Following Termination.Upon termination of this Agreement, the following provisions of this Agreement shall
survive:



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ARTICLE
6DSI'S FEES

6.1Fee Schedule.DSI is entitled to be paid its standard fees and expenses applicable to the services provided. DSI shall notify the
party responsible for payment of DSI's fees at least 60 days prior to any increase in fees. For any service not listed on DSI's standard fee schedule, DSI will provide a quote prior to
rendering the service, if requested.

6.2Payment Terms.DSI shall not be required to perform any service unless the payment for such service and any outstanding balances
owed to DSI are paid in full. Fees are due upon receipt of a signed contract or receipt of the Deposit Materials whichever is earliest. If invoiced fees are not paid, DSI may terminate this Agreement
in accordance with Section 5.2.

ARTICLE
7LIABILITY AND DISPUTES

7.1Right to Rely on Instructions.DSI may act in reliance upon any instruction, instrument, or signature reasonably believed by DSI to
be genuine. DSI may assume that any employee of a party to this Agreement who gives any written notice, request, or instruction has the authority to do so. DSI will not be required to inquire into the
truth or evaluate the merit of any statement or representation contained in any notice or document. DSI shall not be responsible for failure to act as a result of causes beyond the reasonable control
of DSI.

7.2Indemnification.Depositor and Preferred Beneficiary each agree to indemnify, defend and hold harmless DSI from any and all claims,
actions, damages, arbitration fees and expenses, costs, attorney's fees and other liabilities ("Liabilities") incurred by DSI relating in any way to this escrow arrangement unless such Liabilities
were caused solely by the negligence or willful misconduct of DSI.

7.3Dispute Resolution.Any dispute relating to or arising from this Agreement shall be resolved by arbitration under the Commercial
Rules of the American Arbitration Association. Three arbitrators shall be selected. The Depositor and Preferred Beneficiary shall each select one arbitrator and the two chosen arbitrators shall select
the third arbitrator, or failing agreement on the selection of the third arbitrator, the American Arbitration Association shall select the third arbitrator. However, if DSI is a party to the
arbitration, DSI shall select the third arbitrator. Unless otherwise agreed by Depositor and Preferred Beneficiary, arbitration will take place in San Diego, California, U.S.A. Any court having
jurisdiction over the matter may enter judgment on the award of the arbitrator(s). Service of a petition to confirm the arbitration award may be made by First Class mail or by commercial express mail,
to the attorney for the party or, if unrepresented, to the party at the last known business address.

7.4Controlling Law.This Agreement is to be governed and construed in accordance with the laws of the State of California, without
regard to its conflict of law provisions.

7.5Notice of Requested Order.If any party intends to obtain an order from the arbitrator or any court of competent jurisdiction which
may direct DSI to take, or refrain from taking any action, that party shall:



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ARTICLE
8GENERAL PROVISIONS

8.1Entire Agreement.This Agreement, which includes Exhibits described herein, embodies the entire understanding among the parties with
respect to its subject matter and supersedes all previous communications, representations or understandings, either oral or written. DSI is not a party to the License Agreement between Depositor and
Preferred Beneficiary and has no knowledge of any of the terms or provisions of any such License Agreement. DSI's only obligations to Depositor or Preferred Beneficiary are as set forth in this
Agreement. No amendment or modification of this Agreement shall be valid or binding unless signed by all the parties hereto, except that Exhibit A need not be signed by DSI, Exhibit B
need not be signed by Preferred Beneficiary and Exhibit C need not be signed.

8.2Notices.All notices, invoices, payments, deposits and other documents and communications shall be given to the parties at the
addresses specified in the attached Exhibit C. It shall be the responsibility of the parties to notify each other as provided in this Section in the event of a change of address. The parties
shall have the right to rely on the last known address of the other parties. Unless otherwise provided in this Agreement, all documents and communications may be delivered by First Class mail.

8.3Severability.In the event any provision of this Agreement is found to be invalid, voidable or unenforceable, the parties agree that
unless it materially affects the entire intent and purpose of this Agreement, such invalidity, voidability or unenforceability shall affect neither the validity of this Agreement nor the remaining
provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision.

8.4Successors.This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties.
However, DSI shall have no obligation in performing this Agreement to recognize any successor or assign of Depositor or Preferred Beneficiary unless DSI receives clear, authoritative and conclusive
written evidence of the change of parties.

8.5Regulations.Depositor and Preferred Beneficiary are responsible for and warrant compliance with all applicable laws, rules and
regulations, including but not limited to customs laws, import, export, and re-export laws and government regulations of any country from or to which the Deposit Materials may be delivered
in accordance with the provisions of this Agreement.

|       | Depositor                            |  |        | Preferred Beneficiary
|------ | ------------------------------------ |  | ------ | ---------------------
|By:    |                                      |  | By:    |                      
|Name:  |                                      |  | Name:  |                      
|Title: |                                      |  | Title: |                      
|Date:  |                                      |  | Date:  |                      
|       | DSI Technology Escrow Services, Inc. |  |        |                      
|By:    |                                      |  |        |                      
|Name:  |                                      |  |        |                      
|Title: |                                      |  |        |                      
|Date:  |                                      |  |        |                      

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EXHIBIT A

MATERIALS TO BE DEPOSITED

Account Number ______________________

Depositor
represents to Preferred Beneficiary that Deposit Materials delivered to DSI shall consist of the following:

|       | Depositor |  |        | Preferred Beneficiary
|------ | --------- |  | ------ | ---------------------
|By:    |           |  | By:    |                      
|Name:  |           |  | Name:  |                      
|Title: |           |  | Title: |                      
|Date:  |           |  | Date:  |                      

EXHIBIT B

DESCRIPTION OF DEPOSIT MATERIALS

Depositor Company Name

Account
Number

Product Name Version

(Product Name will appear as the Exhibit B Name on Account History report)

DEPOSIT MATERIAL DESCRIPTION:

|Quantity |  | Media Type & Size        | Label Description of Each Separate Item
|-------- |  | ------------------------ | ---------------------------------------
|         |  | Disk 3.5" or ____        |                                        
|         |  |                          |                                        
|         |  | DAT tape ____ mm         |                                        
|         |  |                          |                                        
|         |  | CD-ROM                   |                                        
|         |  |                          |                                        
|         |  | Data cartridge tape ____ |                                        
|         |  |                          |                                        
|         |  | TK 70 or ____ tape       |                                        
|         |  |                          |                                        
|         |  | Magnetic tape ____       |                                        
|         |  |                          |                                        
|         |  | Documentation            |                                        
|         |  |                          |                                        
|         |  | Other _________________  |                                        
|         |  |                          |                                        

PRODUCT DESCRIPTION:

Environment

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DEPOSIT MATERIAL INFORMATION:

Is
the media or are any of the files encrypted? Yes / No If yes, please include any passwords and the decryption tools.

Encryption
tool name __________________________ Version ___________________

Hardware
required _______________________________________________________

Software
required ________________________________________________________

Other
required information _______________________________________________________

|I certify forDepositorthat the above described Deposit Materials have been transmitted to DSI: |  | DSIhas inspected and accepted the above materials(any exceptions are noted above):
|---------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------
|Signature                                                                                      |  |                                                                                   
|                                                                                               |  |                                                                                   
|Print Name                                                                                     |  |                                                                                   
|                                                                                               |  |                                                                                   
|Date                                                                                           |  |                                                                                   
|                                                                                               |  |                                                                                   
|                                                                                               |  |                                                                                   
|                                                                                               |  |                                                                                   

Send
materials to: DSI, 9265 Sky Park Ct., Suite 202, San Diego, CA 92123      (858) 499-1600

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EXHIBIT C

DESIGNATED CONTACT

Account Number ______________________

|Notices, deposit material returns and communications to Depositor should be addressed to:                                                                                                               |  | Invoices to Depositor should be addressed to:                                                               
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------
|Company Name:                                                                                                                                                                                           |  |                                                                                                             
|                                                                                                                                                                                                        |  |                                                                                                             
|Address:                                                                                                                                                                                                |  |                                                                                                             
|                                                                                                                                                                                                        |  |                                                                                                             
|Designated Contact:                                                                                                                                                                                     |  |                                                                                                             
|                                                                                                                                                                                                        |  |                                                                                                             
|Telephone:                                                                                                                                                                                              |  |                                                                                                             
|                                                                                                                                                                                                        |  |                                                                                                             
|Facsimile:                                                                                                                                                                                              |  |                                                                                                             
|                                                                                                                                                                                                        |  |                                                                                                             
|E-mail:                                                                                                                                                                                                 |  |                                                                                                             
|                                                                                                                                                                                                        |  |                                                                                                             
|Verification Contact:                                                                                                                                                                                   |  |                                                                                                             
|                                                                                                                                                                                                        |  |                                                                                                             
|                                                                                                                                                                                                        |  |                                                                                                             
|Notices and communications to Preferred Beneficiary should be addressed to:                                                                                                                             |  | Invoices to Preferred Beneficiary should be addressed to:                                                   
|Company Name:                                                                                                                                                                                           |  |                                                                                                             
|                                                                                                                                                                                                        |  |                                                                                                             
|Address:                                                                                                                                                                                                |  |                                                                                                             
|                                                                                                                                                                                                        |  |                                                                                                             
|Designated Contact:                                                                                                                                                                                     |  |                                                                                                             
|                                                                                                                                                                                                        |  |                                                                                                             
|Telephone:                                                                                                                                                                                              |  |                                                                                                             
|                                                                                                                                                                                                        |  |                                                                                                             
|Facsimile:                                                                                                                                                                                              |  |                                                                                                             
|                                                                                                                                                                                                        |  |                                                                                                             
|E-mail:                                                                                                                                                                                                 |  |                                                                                                             
|                                                                                                                                                                                                        |  |                                                                                                             
|Requests from Depositor or Preferred Beneficiary to change the designated contact should be given in writing by the designated contact or an authorized employee of Depositor or Preferred
Beneficiary.
|                                                                                                                                                                                                        |  |                                                                                                             
|Contracts, Deposit Materials and notices to DSI should be addressed to:                                                                                                                                 |  | Invoice inquiries and fee remittances to DSI should be addressed to:                                        
|                                                                                                                                                                                                        |  |                                                                                                             
|DSI Technology Escrow Services, Inc.
Contract Administration
9265 Sky Park Court, Suite 202
San Diego, CA 92123
Telephone: (858) 499-1600
Facsimile: (858) 694-1919
E-mail: ca@dsiescrow.com            |  | DSI Technology Escrow Services, Inc.
PO Box 45156
San Francisco, CA 94145-0156
(858) 499-1636
(858) 499-1637
|Date:______________________                                                                                                                                                                            

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