ISV and Reseller Licence Agreement

This  Agreement  is  effective  May  13th,  2004,  by  and between Communication
Intelligence  Corporation,  275  Shoreline  Drive,  Suite  500,  Redwood Shores,
California  94065  a  Delaware  corporation  ("CIC"),  and  SiVault  Analytics,
Incorporated,  2033  Gateway  Place,  Suite  500, San Jose, CA, 95110 a Delaware
corporation  ('Licensee').

1. License Grant. Pursuant to the terms hereof and the attached Appendices, that
are  hereby  incorporated  by  reference,  Licensee  is granted a non-exclusive,
license  to  use  incorporate  and  utilize CIC's Products listed in Appendix A,
attached  hereto, to distribute such Products embedded with Licensee's _software
or  as  part  of  Licensee's  hosted  services,  and  to License's customers for
independent installation provided that such distribution shall be accompanied by
end  user  licenses  agreements  with  tarts  substantially  similar  to  those
delineated  in  Appendix D. Such licen5e is granted for the territory delineated
in  Appendix  B attached hereto. CIC reserves all rights not otherwise expressly
granted  to  Licensee  in this Agreement. No rights are granted to Licensee with
respect  to  any  source  code,  trade  secrets, trademarks, copyrights or other
intellectual property that is incorporated into or related to the Product except
as  otherwise  expressly  provided  for  herein.  Any  modifications made to the
Product,  whether  made  by  CIC  or  Licensee,  shall be the sole and exclusive
property  of  CIC.

2.  License  Fees,  Reporting and Payment Terms, Porting Services, Porting Fees,
and  Payment  Terms,  Territory  and  Other  Obligations  and  Commitments

2.1  License  Fees,  Reporting  and  Payment  Terms,  See Appendix B, Section A.

2.2  Porting  Services, Porting Fees, and Payment Tents, See Appendix B, Section
B.

2.3  Territory.  See  Appendix  B,  Section  C.

2.4  Other  Obligations  and  Commitments.  See  Appendix  F.

3.  End-User  Support and Support to Licensee, Maintenance and support terms are
delineated  in  Appendix  C.

4.  Disclaimer of Warranty. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, CIC
MAKES  NO  WARRANTIES  OR  REPRESENTATIONS  REGARDING  ANY  PRODUCT,  SOFTWARE,
DOCUMENTATION,  OR ANY PORTION, COPY OR COMPONENT THEREOF, TO LICENSEE OR TO ANY
OTHER  PERSON;  ALL  ARE  PROVIDED  "AS  IS."

5.  Limited  Liability.  TO  THE EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WAIUANTIES OF MERCHANTABILITY
AND  FITNESS FOR. A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED AND THE LIABILITY OF
CXC,  IF  ANY,  FOR DAMAGES RELAT[NG TO ANY PRODUCT, SOFTWARE, DOCUMENTATION, OR
ANY  PORTION,  COPY OR COMPONENT THEREOF, FOR ANY REASON, WILL BE LIMITED TO THE
ACTUAL  LICENSE FEE PAID BY LICENSEE WITH RESPECT TO SUCH ITEM OR, AT CIC'S SOLE
DISCRETION,  REPLACEMENT  OF  THE  ITEM  AT  CIC'S EXPENSE, AND WILL IN NO EVENT
]NCLUDE  INCIDENTAL  OR  CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF CIC HAS BEEN
ADVISED  OF  THE  POSSIBILITY  OF  SUCH  DAMAGES.

6.  Exclusion  of  Warranties  on,  Account  of  Licensee  Modifications. If any
modifications  are  made to the Products by Licensee or any person, any warranty
shall  be  immediately  terminated.  Correction  for  difficulties  or  defects



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traceable to Licensee's errors or systems changes may be difficulties or defects
traceable  to  Licensee's  errors  or  systems  changes  may  be  made  at CIC's
discretion  and  shall  be  billed  at CIC's standard time and material charges.

7.  Proprietary  Rights. Licensee acknowledges that CIC owns and will retain all
copyright,  trademark,  patent, trade secret and other proprietary rights in the
Pro4  any component thereof, and the marks, names, logos and designations of CIC
used  therewith  worldwide  (collectively,  the  "CIC  Marks") Licensee will use
reasonable  efforts  to  protect CIC's proprietary rights. Licensee agrees to---
use  the  appropriate trademark symbol (either "" or "") as designated by CXC in
superscript  and  clearly  indicate  (CIC's ownership of the CIC Marks in any of
Licensee's  advertisements or brochures distributed in connection with a service
or product. Licensee shall use the CIC Marks in accordance with CIC's reasonable
instructions  as communicated in writing to Licensee from time to time. Licensee
shall, upon request, provide CXC samples of all literature, packages, labels and
labeling  which use Product names Notwithstanding the foregoing, CXC agrees that
Licensee may also include its trademarks and/or service marks ft connection with
the  Product  as reasonably designated by Licensee from time to time ("License's
Marks")  Licensee agrees to maintain the high level of 4unlity accorded products
associated with and marketed by CXC under CIC's trademarks. Licensee shall cause
copyright  and  patent  notices provided by CIC from time to time to appear with
services  utilizing  the  Product  as offered by Licensee. Furthermore, Licensee
shall  cause  copyright  and patent notices provided by CIC from time to time to
appear  in  the  following  places  on  all units of the Product distributed for
independent  installation:  (a)  a  notice which is embodied in machine readable
form  in  such  a manner that on visually perceptible printouts it appears at or
near  the title or at the end of the work or is displayed at the user's terminal
at  sign on, or is continuously on terminal display; (b) a legible notice placed
n diskettes or other physical storage media on which the Product is distributed;
and  (c)  in the documentation distributed in connection with the Product on the
title  page  or  the  page  immediately  following  the  title  page.

8. Confidentiality. Licensee acknowledges that in connection with this Agreement
it will receive information confidential and proprietary to CIC, Licensee agrees
not  to use such information except in performance of this Agreement, and not to
disclose  such information to any other party. CXC agrees not to use information
received  from  Licensee  marked  as  confidential except in performance of this
Agreement,  and  not  to  disclose  such  information to any other party. To the
extent  that Licensee and CXC have executed a separate confidentiality agreement
related  to the subject matter of this Agreement, and the terms of such separate
agreement  provide  a higher level of protection or delineate obligations and/or
responsibilities  with  a  higher  degree of specificity than this Agreement the
terms  of  such  separate  agreement  shall control the parities confidentiality
obligations  and  responsibilities and such terms are hereby incorporated herein
by  reference.

9.  Infringement  and Indemnity. If notified promptly in writing, and given sole
control  of  the  defense  and  all  related  settlement  negotiations, CIC will
indemnify, hold harmless and defend Licensee, its officers, directors, employees
and  agents  from  and against claims, losses, liabilities, demands, damages and
costs  and expenses in connection with a claim by a third party that the Product
infringes  a  U.S.  copyright,  or  patent.  CIC will pay any costs, damages and
attorney fees finally awarded by a court with regard to such third-party claims,
up  to  the amount of license fees received by CIC hereunder, to the extent such
claims  are grounded on such copyright or patent infringement. (CIC will have no
liability  for,  and  Licensee  will  defend and indemnify (including reasonable
attorney  fees  and  costs of litigation) CIC against, any claim arising from or
based  upon  (a)  any  combination,  operation  or  use  of any Product with any
equipment,  data  or  programming  not  approved  by  CIC; (b) any alteration or
modification  of the Product License; makes without the prior written consent of
an  officer  of  CIC  and  (c)  any  act, omission, representation or product of
Licensee,  including  without limitation Licensee's marketing or distribution of
the  Product other than in conformance with this Agreement. For any Product that
becomes  Or  in  CIC's  opinion  is likely to become the subject of a copyright,
patent  infringement  or  other  intellectual  property action,  CXC may, at its


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sole  option  and  expense, procure the right for Licensee to continue marketing
and  distributing  such  Product  or  replace  or  modig  the  Product to become
non-infringing.

10.  Term  and  Termination.

10.1  This  Agreement  is  for an initial term expiring three (3) years from the
effective date hereof and shall be automatically renewed for successive one year
terms  unless either party notifies the other in writing, one month prior to the
expiration of the original term, or any renewal term, of its intent not to renew
or  unless  this  Agreement  is  otherwise terminated pursuant to the provisions
hereof,

10.2  Upon  written  notice  to  the other party either party may terminate this
Agreement at any time in the event that the other party materially breaches this
Agreement and fails to cure such breach within 15 days after receiving notice of
such  breach.

10.3  Upon  written  notice  to Licensee CXC may in its sole discretion, with or
without  any other cause or reason, terminate this Agreement if Licensee has not
established  CIC-related  revenue  generating  business  within  180 days of the
effective  date  hereof  or  if Licensee does not, in CC's reasonable judgement,
make continual reasonable commercial use of the Agreement and the license rights
granted  herein.

11.  Survival.  Upon  expiration or termination of this Agreement, Licensee will
remain  liable  for  all  amounts due hereunder as of the effective date of such
expiration  or  termination. The provisions of Sections 4, 5, 6, 7, 8, 9, ii and
13  will  survive  expiration and termination of this Agreement as will end user
license  agreements  ranted  to  Licens&s  customers  pursuant  hereto.

12. Marketing. Within thirty days of the Effective Date hereof, CXC and Licensee
shall each issue a press release announcing the parties' relationship under this
Agreement.  Each party Shall grant the other party the courtesy of providing the
other  party  with a copy of its proposed release at least 24 hours prior to the
planned  release  date.  In  connection  with  License's  use,  marketing  and
distribution  of  the  Product, Licensee shall include appropriate CXC logos and
trademarks  in  its  marketing  materials  and  manuals  in  accordance with the
provisions  of  Section  7  hereof  and  shall  in  all  instances of adverting,
marketing  and sales indicate that CIC's products are included within Licensee's
services  and products when distributed for independent installation. Each party
shall  include  the  name,  address,  telephone  number  and  web  site  address
(hyperlink)  of  the  other  party  on its own web site. Licensee shall have the
right  to  distribute  to its customers any marketing material received from CXC
CXC  shall  have  the  right  to  use  Licensee's  name  in  advertising, public
relations,  marketing,  white  papers,  case studies, promotional events and any
other  reasonable  commercial activity. Each party shall provide the other party
with  a  list  of product and service names, trade names, trademarks, registered
trademarks  and  logos  (Marks)  related to this Agreement. Each party is hereby
granted the right to use such Marks for the purposes hereof. Neither party shall
claim  any  ownership  rights  in  the  other  party's  Marks.

13.  Governing  Law  and  Severability.  This  Agreement will be governed by and
construed  in  accordance with the local laws of the State of California without
regard to those provisions related to choice of law - This Agreement will not be
governed  by  the United Nations Convention for the international sale of goods,
if  applicable.  Any disputes shall be heard by the state or federal courts with
jurisdiction  to  hear such disputes in San Mateo County, California. If for any
reason a court of competent jurisdiction finds any provision of this License, or
portion  thereof  to  be  unenforceable,  that provision of the License shall be
enforced  to  the  maximum  extent permissible so as to effect the intent of the
parties,  and  the  remainder  of  this License shall continue in full force and
effect.


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14.  Entire  Agreement.  This  Agreement  and  the  Appendixes hereto, which are
incorporated  by  reference, constitute the entire agreement between the parties
pertaining  to the subject matter hereof, and all written or oral statements and
representations  previously  made  or existing between the parties pertaining to
such  subject  matter  are expressly superseded Any amendments to this Agreement
must  be  in  writing  signed  by  the  parties.

15.  No  Waiver. No waiver of any provision of or any right or remedy under this
Agreement shall be effective uniess in writing and executed by the party waiving
the  right.  Failure  to  properly  demand  compliance  or performance shall not
constitute  a  waiver  of'  a  party's  rights  hereunder.

16.  Assignment.  Neither  party  may  assign  this  Agreement without the prior
written  consent  of  the  other  party, which consent shall not be unreasonably
withheld.  This  Agreement shall be binding upon and inure to the benefit of the
parties  hereto  and  their  respective  allowed  successors  and  assigns

In Witness whereof, the parties hereto have executed this Agreement effective as
of  the  date  first  written  above,

Communication  Intelligence  Corporation       Licensee

By:  /s/ Russell L. Davis                      By: /s/ Emilian Elefteratos
/s/ Russell L. Davis                           Emilian Elefteratos
VP Product Development                         Chief Executive Officer


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                                   APPENDIX A

                          PRODUCT(S) AND SPECIFICATIONS

CIC's  iSign  SDK according to specifications as published on CIC's most current
website.


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                                   APPENDIX B

                  A. LICENSE FEES, REPORTING AND PAYMENT TERMS

              B. PORTING SERVICES, PORTING FEES AND PAYMENT TERMS

                                  C. TERRITORY

A.  LICENSE  FEES,  REPORTING  AND  PAYMENT  TERMS

1.  License  fees.

a.  Licensee  shall  pay  CIC  33.333%  of  all  CIC-based  transaction  fees

b.  For  each unit of Product Licensee ships in a reseller capacity it shall pay
CIC  75%  of  CIC's  then  published  list  price  for  such  Product

2.  Reporting.  Ten  days  after  each month end, Licensee shall submit to CIC a
report  showing  all  license  fees  due  for the preceding month, including the
products  and  services  and quantity thereof to which such license fee pertains
and  the  name  of  each  customer.

3.  Payment  terms.

a.  License  fees  shall  be  due  and  payable  on  the tenth day of the month
following  any  quarter  in  which  license  fees, above minimum fees, are due.

b.  Late  payments shall accrue interest at 1. .5% per month or the maximum rate
allowable  by  law,  whichever  is  lower.

B.  PORTING  SERVICES,  PORTING  FEES  AND  PAYMENT  TERMS

1.  Porting  Services.  N/A

2.  Porting  Fees.  N/A

3.  Payment  terms,

a.  Porting  fees  shall  be  due  and  payable

b.  Late  payments  shall  accrue interest at 1.5% per month or the maximum rate
allowable by  law,  whichever  is  lower.

C.  TERRITORY  Worldwide


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                                   APPENDIX C

                                MAINTENANCE TERMS

Except  as  specifically  provided  herein,  Licensee  shall  be responsible for
technical support to the end- users, CIC shall provide the following maintenance
and  support  for  the  Product;

A.  Definitions.  For  purposes of this Appendix, the following terms shall have
the  following  meanings.  Any terms not defined in this Appendix shall have the
meaning  set  forth  in  the  Agreement.

1  Error(s):  means  any  verifiable  and reproducible failure of the Product to
materially conform to the specification for such Product. The term "Error" shall
not  include  any  failure  of  the Product that; (a) results from the misuse or
improper  use  of  the Product; (b) does not materially affect the operation and
use of the Product; (c) results from any modification to the Product not made by
or  on  behalf of die; or (d) results from the failure to incorporate or use any
Updates  or  bug  fixes  after  such  are  made  available  to  Licensee by CIC.

2.  Error  Correction(s): shall mean either (a) a modification or addition to or
deletion  from  the Product that, when made to such Product, materially conforms
the  Product  to  the  specifications  fox  such  Product, or (b) a procedure or
routine  that, when observed in the regular operation of the Product, eliminates
the  material  adverse  effect  of  such  Error  on  Licensee  or its customers.

3.  Major  Error:  means- any demonstrable Error in the Product that: (a) causes
the  Product to have a significant loss of intended function as set forth in the
specifications for the Product; (b) causes or is likely to cause data to be lost
or  destroyed;  or  (c) prevents the Product from being installed or executed on
the  properly  configured  environment

4.  Moderate  Error;  shall mean any demonstrable Error in the Product that: (a)
causes  the  Product  to  operate improperly; or (b) produces results materially
different  from  those described in the specifications, but which error does not
rise  to  the  level  of  a  Major  Error.

5. Minor Error: shall mean any demonstrable Error that: (a) causes a function to
not  execute  as  set  forth  in  the  specifications for the Product, without 4
significant  loss  of  intended  functionality;  or  (b)  disables  one  or more
nonessential  functions,

6.  First  Level  Technical  Support:  shall  mean Licensee's or it's authorized
technical  support  agents  attempts to identify and resolve Errors remotely, by
telephone,  e-mail  and  fax  communication.

7.  Second  Level  Support:  shall  mean support of Licensee's or its authorized
technical  support  agent's  First Level Technical Support personnel to identify
and  resolve  Errors  remotely,  by  telephone,  e-mail  or fax communication. S
Workaround:  shall mean that CIC has diagnosed the Error and has implemented, or
enabled  Licensee  to implement, a temporary solution that allows the Product to
regain  functionality  and  provide  all  major functions in accordance with the
specifications  for  the  Product.


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<PAGE>

9. Update: shall mean a version of the Product containing changes, including but
not  limited  to,  bug  fixes,  correction  of  errors  and  minor  optimization
improvements  not  rising  to  the level of an Upgrade, An Update shall mean for
example  the  change  from  version  x.l  to  x.2 and/or version x.x.l to x,x.2.

10.  Upgrade:  shall mean a version of the Product containing changes, including
but  not  limited  to  enhancements,  major  optimization  improvements  and new
functionality  for  which  CIC  charges  similarly situated Licensees An Upgrade
shall  mean  for  example  the  chance  from  version  2,x.x  to  3.x.x

B.  Services

1.  Licensee  Responsibilities.  Licensee  will  provide  all  on site technical
support  with  respect  to the Product. Licensee agrees to notify CXC in writing
promptly  following  the discovery of any Error. CIC agrees to make available to
Licensee  a  list  of  known  Errors  and to notify Licensee in writing promptly
following  the  discovery  of  any  Error,  Further, upon discovery of an Error,
Licensee  agrees, if requested by CIC, to submit to CXC a list of output and any
other  data  that  CXC  may  reasonably  require  to reproduce the Error and the
operating  conditions  under  which  the  Error  occurred or was discovered, All
information,  oral  or  written, communicated between the parties concerning any
Errors,  is  deemed  to  be  Confidential  information  and shall be governed by
Section  8  of  the  Agreement.

2.  CIC  Telephone  and Online Support. Technical support communications between
Licensee  and CIC will, include electronic mail, facsimile, and telephone. CIC's
support  e-mail  address  is:  techupport@cic.com.  CIC's support fax number is:
650-802-7777, and faxes should be addressed to Technical Support Department. The
technical  support telephone is: 800-888-8242, and will be adequately staffed by
a  customer  technical support representative during CIC's normal business hours
of  8  aim  to 5 p.m. Pacific time ("Support Hours"). Voicemail is provided when
the  line  is  busy  and  during  non-business  hours,

3.  CIC Response to Errors. CIC will provide Second Level Support to Licensee to
ensure  a  consistent  and  high level of operation of the Product, Tn the event
Licensee notifies CIC of an Error iii the Product, CIC will provide Second Level
Support  to  Licensee  or  Licensee's  authorized  technical  support  agent  to
facilitate  the  implementation of an Error Correction to the Product. CIC shall
use  commercially  reasonable  efforts  to correct Errors in accordance with the
below  response  times,  with  as  little  disruption  to  Licensee's service as
commercially  practicable.

(a)  Major  Errors. etc shall, within four hours of the receipt of notice of any
Major  Error, contact Licensee to verify such Major Error and begin a resolution
process.  Upon  CIC's  verification  of  such  Major  Error,  CXC  will  use its
commercially  reasonable  efforts  to provide a Workaround for such Major Error,
and  will use its commercially reasonable efforts to provide an Error Correction
for  such  Major  Error  until  such  Error  Correction  is  provided.

(b)  Moderate Errors. CIC shall, within 24 hours of the receipt of notice of any
Moderate  Error,  contact  Licensee  to  verify  such Moderate Error. Upon CIC's
verification  of  such  Moderate Error, CIC will use its commercially reasonable


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efforts  to  provide  a  Workaround for such Moderate Error, CXC will provide an
Error  Correction  for  such  Moderate  Error  in the next scheduled maintenance
release  of  the  Product.

(c)  Minor  Errors. Upon CIC's receipt of notice of a Minor Error and upon CIC's
verification  of  such  Minor  Error,  CXC  will  initiate work to provide Error
Correction  for  such  Minor  Error  in the next regular release of the Product.

C.  Exclusions  from  Support  Services.  Support Services under this Appendix C
include  Second  Level  Support for the Product. Support Services do not include
support for any failure or defect in the Product caused by any of the following:

1. the improper use, alteration, or damage of the Product by Licensee or parsons
other  than  CIC  employees  or  consultants;  or

2.  modifications  to  the  Products  not made or authorized by CXC, unless such
modifications  were made by a CIC employee, subcontractor, agent, or other third
party  acting  on  behalf  of  CXC,

D.  Updates  and Upgrades. CXC will make Updates and Upgrades (as defined above)
available  to Licensee from tine to time upon the completion of such Updates and
Upgrades.

E.  Maintenance  and  Support  Fees:

1.  For maintenance and support anticipated by the provisions of this Appendix C
as  delineated  above,  Licensee shall pay CXC an annual fee equal to 10% of the
license  fees  paid or due to CIC hereunder, due and payable with each quarterly
license  payment.  Additionally,  Licensee  shall  reimburse  CC  for actual and
pre-approved  travel,  meals  and lodging expenses incurred in providing on-site
maintenance  and support hereunder. Such fees shall be paid within 15 days after
the date of receipt, by Licensee, of CIC's invoice together with . documentation
substantiating  the hours worked and expenses incurred pursuant to this Section.

2.  For  maintenance  and  support  outside  of  the  scope  of  the  Product's
specifications  and  not  otherwise  provided for herein, Licensee shall pay CXC
$200  per hour, plus actual and pre-approved travel, meals and lodging expenses.
Such  fees  shall be paid within 15 days after the date of receipt, by Licensee,
of  CICs invoice together with documentation substantiating the hours worked and
expenses  incurred  pursuant  to  this  Section,


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                                   APPENDIX D

                END-USER LICENSE AGREEMENT AND LIMITED WARRANTY

PLEASE  READ  THIS  DOCUMENT CAREFULLY. THIS LICENSE GRANT TO YOU IS CONDITIONED
UPON  YOUR  ACCEPTANCE  OF  ITS  TERMS.  IF YOU DO NOT AGREE WITH ITS TERMS, YOU
SHOULD  RETURN  THE  SOFTWARE  AND  ANY  DOCUMENTATION.

1.  License.  The  software,  however  delivered  (the  "Software"), and related
documentation  ("Documents")  are  licensed to you by CIC. This License is not a
sale  and except for the license granted below. CIC retains all right, title and
interest  in  and  to  the  Software  and Documents and any copies thereof. This
License allows you to use the Software and Documents on a single computer system
and  make  one copy of the Software hi machine-readable form for backup purposes
only.  You  must  reproduce  on such copy the C1C copyright notice and any other
proprietary  legends  that  were  on  the  original  copy  of  the  Software.

2.  Restrictions. The Software contains copyrighted material, trade secrets, and
other  proprietary information, and in order to protect them you may not reverse
engineer,  disassemble,  or otherwise reduce the Software to a human-perceivable
form  except  to  the  extent that it is unallowable to prohibit such acts under
applicable  law.  You  may  not  modify,  network,  rent,  lease,  loan.,  sell,
distribute,  or  create derivative works based upon the Software or Documents in
whole  or  in  part.  You  may not electronically transfer the Software from one
computer to another over a network, In addition, you may not remove, obscure, or
alter  any proprietary rights or notices affixed or contained in the Software or
Documents.  All  tights  not  expressly  granted  are  reserved  by  CIC  or its
suppliers.

3.  Termination.  This  License is effective until terminated. You may terminate
this  License  at any time by destroying the Software and all copies thereof. If
you  fail  to  comply  with  any  provision  of  this License, this License will
terminate  immediately  without  notice  from  CIC and other legal remedies will
become  available to CIC. Upon termination you must destroy the Software and all
copies  thereof.

4.  Export  Law  Assurances. You agree and certify that neither the Software nor
any other technical data received from CIC, nor the direct product thereof, will
be  exported  outside  the  United  States  except  as pentitted by the laws and
regulations  of  the  United  States.

5.  U.S.  Government  Restricted Rights. The Software and Documents are provided
with  RESTRICTED  RIGHTS. Use, duplication, or disclosure by the U.S. Government
and  its  agencies  is  subject  to  restrictions  as  set forth in subparagraph
(c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS
252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software
-  Restricted  Rights at 48 CFR 52.227-19 and successors thereof, as applicable.
Contractor/manufacturer is Communication Intelligence Corporation, 275 Shoreline
Drive,  Suite  500,  Redwood  Shores,  CA  94065-1413.

6. Disclaimer of Warranty on Software. You expressly acknowledge and agree that
Use  of  the  Software  is  at  your  sole  risk. The Software and Documents are
provided  "AS  IS" and without warranty or condition of any kind and CIC AND ITS
SUPPLIERS  EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING,  BUT  NOT  LIMITED  TO,  THE  IMPLIED  WARRANTIES  AND  CONDITIONS OF
MERCHANTABILITY  AND  FITNESS  FORA  A  PARTICULAR  PURPOSE.  NEITHER CIC OR ITS
SUPPLIERS  WARRANT  THAT  THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR
REQUIREMENTS,  OR  THAT  THE  OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR
ERROR-FREE,  OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE,


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NEITHER  CIC  OR ITS SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE
USE  OR.  THE  RESULTS  OP  THE USE OF THE SOFTWARE OR DOCUMENTS N TERMS OF THER
CORRECTNESS,  ACCURACY,  RELIABUSY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION
OR  ADVICE  GWEN  BY CIC, ITS SUPPLIERS OR A CIC AUTHORIZED REPRESENTATIVE SHALL
CREATE  A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE
SOFTWARE  PROVE  DEFECTIVE,  YOU (AND NOT CIC, ITS SUPPLIERS OR A GIG AUTHORIZED
REPRESENTATIVE)  ASSUME  THE  ENTIRE COST OF ALL NECESSARY SERVICINGI REPAIR, OR
CORRECTION. SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES,  SO  THE  ABOVE  EXCLUSION  MAY  NOT  APPLY  TO  YOU.

7  Limitation  of Liability. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL
GIG  OR  ITS  SUPPLIERS  BE  LIABLE  FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAJ.
DAMAGES  OR RELIANCE THAT RESULT FROM THE USE OF OR INAUY TO USE THE SOFTWARE OR
RELATED DOCUMENTATION, EVEN IF CIC OP. A GIG AUTHORIZED REPRESENTATIVE HAVE BEEN
ADVISED  OF  TUE  POSSIBILITY  OF  SUCH  DAMAGES.  THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING  THE  FAILURE  OF  ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME
STATES  AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY
FOR  INCIDENTAL  OR  CONSEQUENTIAL DAMAGES, SO THE ABOVE LUVUTATION OR EXCLUSION
MAY  NOT  APPLY  TO  YOU.

In  no  event  shall  CIC's  or  its  suppliers'  total liability to you for all
damages,  losses,  and  causes  of  action (whether in contract, tort (including
negligence),  or  otherwise)  exceed  the  amount  paid by you for the Software,

8.  Controlling  Law  and  Severability.  This  License shall be governed by and
construed  in  accordance  wtih the laws of the State of California, except that
body of California law concerning conflicts of law. If for any reason a court of
competent  jurisdiction finds any provision oP this License, or portion thereof,
to  be  unenforceable,  that  provision  of the License shall be enforced to the
maximum  extent  permissible  so as to effect the intent of the parties, and the
remainder  of  this  License  shall  continue  in  full  force  and  effect.

9. Complete Agreement. This License constitutes the entire agreement between the
parties with respect to the use of the Software and Documents and supersedes all
prior  or  contemporaneous  understandings  or  agreements,  written  or  oral,
regarding  such  subject  matter.  This  License  may  not  be  modified nor any
provision  waived unless such modification or waiver is in writing and signed by
an  authorized  CC  representative


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                                   APPENDIX E

              OTHER OBLIGATIONS AND COMMITMENTS OF LICENSEE AND CC

A.  OTHER  OBLIGATIONS  AND  COMMITMENTS  OF  LICENSEE

1.  Licensee  shall  submit  quarterly  minimal  performance forecasts within 10
business  days of the effective date hereof and within 10 business days from the
beginning  of  each  quarter,  so  bag  as  the  Agreement  is  effective.

B.  OTHER  OBLIGATIONS  AND  COMMITMENTS  OF  CIC

2.  In  the  event  that Licensee's per transaction fee to its customer(s) drops
below  $0.05,  CIC  will  negotiate  in good faith to receive a royalty for each
transaction  so  affected.


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