**Exhibit10.10**

**AMENDEDAND RESTATED RESELLER AGREEMENT**

**THISAMENDED AND RESTATED RESELLER AGREEMENT** (this “Agreement”) iseffective as of 23 November 2004 (“Effective Date”) by and between StreamServe,Inc., (“StreamServe”) a Delaware corporation based in the USA, having anaddress at One Van De Graaf Drive, Suite 200, Burlington, MA USA 01803 andIntentia International AB (publ)  (“Reseller”),having an address at Vendevägen 89, Box 596, 18215 Danderyd, Sweden.

This Agreement replacesany reseller or similar agreement previously entered into by StreamServe andReseller.

**Section 1 - INTRODUCTION**

**1.1****                                            **StreamServe is the owner of certain U.S. and foreigncopyrights and other proprietary rights in certain computer programs andrelated documentation that are the subject of this Agreement; and

**1.2****                                            **StreamServe has agreed to grant, and Resellerhas agreed to accept, a license to market and distribute copies of the Software(as defined herein) for use only in conjunction with Reseller’s MOVEX softwareand to perform certain services in connection with the Software to users ofReseller’s MOVEX software.

**1.3****                                            **The parties hereto have agreed to amend andrestate an earlier Reseller Agreement dated 1 July 2003 and to terminate byconsent said earlier agreement upon the entering into of this Amended andRestated Reseller Agreement.

**Section 2 - DEFINITIONS**

For the purposes of this Agreement, thedefinitions set forth in this Section 2 shall apply to the respectivecapitalized terms:

**2.1****                                            ****“Affiliates”** means entities that control, are controlledby, or are under common control with a party to this Agreement; and “Reseller”and “StreamServe” shall, where the context requires, include their Affiliates.

**2.2****                                            ****“Base Package for Movex”** means the StreamServe software (basic print,fax, email, PDF and StreamOut functionality) as further described in Exhibit A,Section 2, including all related Documentation and Updates thereto.

**2.3****                                            ****“Business Plan”** means the plan described in Section 4.5.

**2.4****                                            ****“Development Software”** means the development version of theSoftware identified in Exhibit A.

**2.5****                                            ****“Documentation”** means the user manuals and all documentationnormally included in the delivery of the Software.

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**2.6****                                ****“Minimum License”** means the written software license settingout the terms upon which a Reseller Customer is granted the right to use theSoftware in conjunction with Reseller’s Movex software as further described inSection 5.4.

**2.7****                                ****“Optional Modules andPackaged Solutions” (or “OMPS”)**means software that StreamServe makes generally available to its customers, acurrent list of which is set out at Exhibit A, Section 3, including all relatedDocumentation and Updates thereto.

**2.8****                                ****“Participation Agreement”** or **“PA”**means an agreement signed by one or more Affiliates which incorporates byreference all of the terms and conditions of this Agreement.

**2.9****                                ****“Per Named User”** refers to a licensable quantity where theSoftware is licensed to a Reseller Customer whose use is restricted to aspecified number of Named Users.**  Named User**means the named orspecified (by password or other user identification) individuals who areemployees of Reseller Customer or of third parties and who are formallyassigned by Reseller Customer to use the Reseller’s MOVEX Business Engine JAVAor RPG applications within the scope of their employment or engagement.

**2.10****                         ****“Reseller Customer”**means a party that has or will become alicensed user of Reseller’s MOVEX software and that has entered into a MinimumLicense.

**2.11****                         ****“Software”**means the StreamServe software component,module or package (as the context shall require), as listed in Exhibit A, and related Documentation, butexcluding the Development Software.  AllUpdates purchased or developed by or for StreamServe which are provided byStreamServe to Reseller and Reseller Customer pursuant to this Agreement shallbe part of the “Software” for all purposes under this Agreement.

**2.12        “Support”** means the technicalsupport and maintenance services as set forth in Exhibit D.

**2.13****                         ****“Updates”** means (a) subsequent releases of the Software thatStreamServe makes generally available to its customers who are current on theirmaintenance and support fees, and that add enhancements, and/or improvedperformance; (b) bug or error fixes, patches, workarounds, and maintenancereleases; (c) new point releases; and (d) new major version releases,regardless of the version name or number; provided however that Updates shallnot include new or separate products which StreamServe offers only for anadditional fee to its customers generally, including those customers purchasingits standard maintenance and support services.

**Section 3 - STREAMSERVE OBLIGATIONS**

**3.1****                                ****Delivery of Software.** Uponacceptance of a valid order as set forth in Section 6.1, StreamServe shall shipa copy of the Software specified in the order to Reseller Customer promptly,together with such access keys as are necessary to ensure its operation.  All Software deliveries to Reseller Customers(i) outside the USA are made ex works StreamServe’s Gothenburg facility, (ii)within the USA are made ex works StreamServe’s Boston facility, and shall bedeemed accepted on shipment.  StreamServeshall also deliver a master version of the Documentation in the Englishlanguage.

**3.2****                                ****Support and Maintenance. **StreamServe shall provide Reseller with technical support and maintenance servicesas specified on Exhibit D attached hereto.

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**3.3****                                ****Performance of Services toReseller Customers.**  Where StreamServe agrees to perform theservices described in section 4.2 c. below such performance shall be on termsand conditions substantially similar to those set out in Exhibit F.

**3.4****                                ****Software Escrow.** StreamServe has placed the Software (including source code therein), andincluding Updates and Documentation thereto, in a source code account with DSITechnology Escrow Services, Inc. pursuant to a Master Preferred EscrowAgreement.  Reseller acknowledges andaccepts that it is enrolled as a beneficiary to such escrow account.

**3.5****                                ****Training.**Upon Reseller’s written request, StreamServeis obliged to run no less than three (3) training courses per year at itsStreamServe University in Sweden (maximum class size 20), at no charge to theReseller, for I-Support and IRD staff. Travel and accommodation for attendees will be at Reseller’s expense.

**Section 4 - RESELLER OBLIGATIONS**

**4.1****                                ****Marketing, Distribution, andSupport of Software.**  Reseller shall use its commerciallyreasonable efforts to promote, recommend, market and distribute the Software toReseller Customers.  Reseller andStreamServe shall provide Support in accordance with the obligations as setforth on Exhibit D. When selling a license to the Software to aReseller Customer, Reseller must ensure that its sale agreement contains termswhich make enforceable with regard to Reseller Customer (i) the Minimum Licenseas set out in Section 5.4; (ii) a restriction to use the Software only inconjunction with Reseller’s Movex software; and (iii) a restriction on thenumber of Named Users of the Software. Under no circumstances shall Reseller sell a license to the Softwarethat is without limits.  At the time of the initial sale of a Softwarelicense to Reseller Customers, Reseller shall be entitled to enter into supportagreements with Reseller Customers as regards Support of Software on the termsand conditions as set out in the Reseller’s support agreement, Exhibit J. *  *Resellerreserves the right to add to, subtract from or otherwise modify the terms andconditions in the Support agreement by giving StreamServe ninety (90) daysprior written notice of such changes. StreamServe reserves the right to object to any changes proposed byReseller to its Support agreement in which case Software shall not bedistributed hereunder to any Subdistributor or Reseller Customer until any suchobjections have been resolved to the satisfaction of both parties.

**4.2          Responsibilities.**  Reseller hereby assumes allresponsibility for the following:

**a.**                                         Ensuring that all licenses of Software thatReseller grants to Reseller Customers shall be under the terms of a MinimumLicense (or equivalent as provided by Section 5.4).;

**b.**             [notused];

**c.****                                        **Subject to Section4.3 below, providing services in connection with the installing and configuring of the Base Packagefor Movex, so that it is compatible in Reseller Customer’s environment,building all necessary interfaces between the Base Package for Movex and anyother software or hardware used by Reseller Customer, testing the Base Packagefor Movex after installation to determine that it is operating properly andthat the Reseller Customer’s integrated system of which the Base Package forMovex is a part is operating properly. Reseller will provide these services onits own terms and conditions;

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**d.**                                         Certifying without charge any interfacesbetween the Base Package for Movex and Reseller’s MOVEX software according tothe terms set forth in Exhibit H; and

**e.****                                        **Monitoring and reporting to StreamServe theReseller Customer’s usage of the Software to ensure compliance with the scopeof, and restrictions upon, any and all licenses granted.

**4.3****                                ****Preferred Provider of Services.** Reseller shall appoint StreamServe itspreferred provider of the services in section 4.2 c. above and shall use itsbest efforts to recommend and promote StreamServe’s professional servicesorganisation to Reseller Customers in preference to its own or any similarcompetitive offering.  In those caseswhere Reseller performs the foregoing services Reseller shall not useindependent contractors, redistributors or dealers to perform such servicesprovided that Reseller may engage individuals on an independent contractorbasis to work within its organization (i) who sign a confidentiality agreementthat accords Reseller and StreamServe substantially the same protection asSection 9 of this Agreement accords StreamServe and expressly names StreamServeas a third party beneficiary of such agreement and (ii) who areStreamServe-certified.  StreamServe shallprovide Reseller with an approved form of confidentiality agreement upon itswritten request.

**4****.4****                                ****Import Permits.** Reseller shall be responsible for obtaining, at its own expense, ifapplicable, necessary export and import permits and certificates.

**4.5****                                ****Business Plan.** Within sixty (60) days of the Effective Date, Reseller agrees to provideStreamServe with a Business Plan which shall be attached hereto as Exhibit G.  Such Business Plan will comprise: (i) aforecast of sales of Software by quarter; (ii) a market attack plan for thecoming year covering the following activities: telemarketing, participation atMovex User Group, DR-marketing and holding of seminars, and StreamServe’sparticipation in each assuming a division of 65% StreamServe: 35% Resellerresources and (iii) a forecast of Software-related professional servicesactivity by quarter.  Thereafter Resellershall update said Business Plan on an annual basis.  Failure to agree such a Business Plan mayresult in termination of this Agreement.

**4.6****                                ****Interim Marketing Plan.**  Nolater than 15 days after signature of this Agreement the parties shall havediscussed, agreed and documented a market attack plan for the following 3months.

**Section 5 - APPOINTMENT OFRESELLER AND GRANT OF LICENSES**

**5.1****                                ****Appointment.** StreamServe hereby appoints Reseller and Reseller hereby accepts itsappointment, as a reseller of the Software during the Term specified in Section12.1, subject to the terms and conditions of this Agreement.

**5.2****                                ****License Grants to Reseller.** Subject to the terms and conditions containedherein, StreamServe hereby grants to Reseller (a) a non-exclusive, worldwide,non-transferable right and license to market and distribute copies of the BasePackage for Movex and OMPS, (including without limitation Updates in connectionwith Reseller’s Support obligations) in object code form only, solely toReseller Customers for use in accordance with the terms of a Minimum License;and (b) a non-exclusive, worldwide, royalty-free, non-transferable right andlicense to internally use one copy of the Development Software and relateddocumentation to create and maintain the interfaces between the Software andits MOVEX product provided that only one developer uses the DevelopmentSoftware at a time.

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**5.3****                                ****Distribution toSubdistributors.**  Reseller may distribute the Software throughsubdistributors, resellers and other third party distributors (“Subdistributors”)and sublicence the rights at Section 5.2 a. and b. granted above toSubdistributors so long as (i) Reseller notifies StreamServe in writingof the identity of each Subdistributorand (ii) such distributions are made pursuant to written agreements (each a “Subdistributoragreement”), which agreement shall contain terms at least as protective ofStreamServe’s interests as those contained in Sections 5.4, 5.5, 5.6, 5.7, 9,10, 11 12.2 and 13.2 herein.  Any and allcopies of the Software distributed by Subdistributors remain the property ofStreamServe.  Each copy of the Softwaresubdistributed to Reseller Customers shall be sublicensed pursuant to writtenterms in accordance with Section 5.4 below. Reseller shall notify StreamServe of a Subdistributor’s breach of itssublicence and shall use commercially reasonable terms to terminate aSubdistributor’s sublicense to the Software in such situations.  For the avoidance of doubt Subdistributorsare not permitted to provide services or Support that relates to the Softwarewithout StreamServe’s prior written agreement.

**5.4****                                ****Minimum License.**  Subjectto the terms of this Agreement, Reseller will sell licenses to the Softwareunder contractual terms and conditions freely determined by Reseller, PROVIDEDthat the license terms accepted by a Reseller Customer are no less protectiveof StreamServe’s rights than the terms and conditions set forth in Exhibit E(the “**Minimum License**”).  Reseller is not entitled to grant ResellerCustomers any rights or remedies larger, different or otherwise more extendedthan the rights and remedies provided for in the Minimum License.  Any such grant of rights or remedies larger,different or more extended shall be a material breach of this Agreement, andReseller will defend and hold StreamServe harmless against any and all damagessuffered by StreamServe as a consequence of failure by Reseller to makeenforceable with regard to Reseller Customers terms at least as protective ofStreamServe’s rights as the terms and conditions set out in Exhibit E.    Reseller may also, at its option, in certainsituations, provide the Software under its own end user license agreement (“ResellerCustomer Agreement”) provided that such agreement contains terms which are noless protective of StreamServe’s rights as provided for by Exhibit E.  Each Reseller Customer Agreement or MinimumLicense (as the case may be) granted hereunder shall be in writing, and signedby the Reseller Customer.  Reseller isnot a party to StreamServe’s end user license and does not assume any obligationsfor violations of it.  StreamServe is nota party to the Reseller Customer Agreement and does not assume any obligationsfor violations of it.

StreamServe reserves the right to add to,subtract from or otherwise modify the terms and conditions of the MinimumLicense by giving Reseller ninety (90) days prior written notice of suchchanges.  Agreements entered into withReseller Customers prior to the effective date of the new changes do not haveto be amended to include them, except that if Reseller has the right toterminate to defeat an extension or automatic renewal, the changes must becomepart of any extension or renewal. Reseller reserves the right to object to any changes proposed byStreamServe to the Minimum License in which case Software shall not bedistributed hereunder to any Subdistributor or Reseller Customer until any suchobjections have been resolved to the satisfaction of both parties.

**5.5****                                ****Referrals to Non-ResellerCustomers.**  The parties acknowledge that there may becertain circumstances where Reseller introduces StreamServe to a non-ResellerCustomer in which case the parties agree to observe the rights and obligationsset forth in Exhibit C.

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**5.6          Restrictions.**

**a.****                                        ****Copies.** Reseller shall not have the right toreproduce copies of the Software or Development Software at any time for anyreason, without the prior, written consent of StreamServe.

**b.****                                        ****No Reverse Engineering; NoUnauthorized Use.** Resellershall not (i) reverse engineer, decompile, disassemble, re-engineer orotherwise create or attempt to create or permit, allow, or assist others tocreate the source code of the Software or Development Software, or itsstructural framework; or (ii) use the Software or Development Software in wholeor in part for any purpose except as expressly provided under this Agreement.

**c.****                                        ****Third Parties.** Reseller agrees that it is fully responsible for the actions of each ofits employees and independent contractors permitted under Section 4.3 withrespect to the proper use and protection of the Software, whether or not suchindividual is or was acting within the scope of his or her employment orauthority.  The rights granted toReseller herein expressly exclude Reseller’s right to subdistribute orsublicense the rights granted herein to other resellers or third parties.

**d.****                                        ****Modifications of****Software.** Reseller shall not modify, enhance, create derivative works or otherwisechange the Software without the express prior written consent of StreamServe.

**5.7          Ownership.**

**a.**                                         All proprietary rights, title and ownershiprights to the Development Software and Software, including any modifications,enhancements and derivative works, whether developed by StreamServe, Reselleror any third party, shall at all times remain vested in StreamServe and itslicensors, except as otherwise provided herein. At no time shall Reseller acquire or retain any title or ownershiprights in and to, or appropriate for its own use, the Development Software andSoftware except as specifically granted to Reseller pursuant to this Agreement.

**b.**                                         Reseller agrees to assign, and hereby assignsto StreamServe, its successors, and assigns, ownership of all intellectualproperty associated with any modifications, enhancements, and derivative workscreated by or on behalf of Reseller, if Reseller should fail to comply with theprovisions of Section 5.6(d).

**c.****                                        **From time to time upon StreamServe’s request,Reseller shall confirm such assignment by execution and delivery of suchassignments, confirmations of assignment, or other written instruments as StreamServemay request.

**5.8**                                 **Co-operation and reviews.** Authorised representatives of each party shall meet from time to time todiscuss, review and plan each party’s activities and performance under thisAgreement and such meetings shall follow as closely as reasonably possible themethodology more fully described in Exhibit I.

**Section 6 - SOFTWAREORDERING PROCEDURE**

**6.1****                                ****Submission of Orders.** Reseller (including its Subdistributors) shallsubmit to StreamServe an order for each copy of the Software to be distributedto a Reseller Customer.  The submissionof an order constitutes a representation by Reseller that the specifiedReseller Customer has executed a Minimum License or its equivalent as providedfor by Section 5.4.  Reseller willprovide StreamServe with a copy of the Minimum License or its equivalentpromptly in each 

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case.  Each such order shall, as a minimum, containthe following information: name and address of Reseller Customer, delivery dateand address for the Software, number of Named Users of the Software, licensefee for the Software and type and fee for Support of Software and shall bedelivered prior to or at the time Reseller Customer intends to commence usingthe Software.

**6.2*****                                *****Acceptance of Orders.** Provided Reseller has complied with all of its obligations hereunder,StreamServe shall not unreasonably reject any orders.  StreamServe shall promptly notify Reseller ofits rejection of any order submitted to StreamServe.

**Section 7 - FEES ANDPAYMENT TERMS**

**7.1****                                ****Fee Schedule.** Inconsideration of the rights and licenses granted pursuant to this Agreement andthe services to be provided to Reseller under this Agreement, Reseller agreesto pay StreamServe the fees set forth in Exhibit B for each copy of theSoftware sold to a Reseller Customer under a Minimum License (or its equivalentas provided for by Section 5.4) and for the Support to be provided byStreamServe.  The fees shall be paid netthirty (30) days following StreamServe’s invoice to Reseller.  Reseller is free to determine unilaterallyits own fees to charge to Reseller Customers. All license and service fees set forth in this Agreement and theExhibits attached hereto are specified in Euros (€) (unless otherwise stated).

**7.2****                                ****Interest.**  Pastdue balances on the amounts due to StreamServe pursuant to this Agreement shallbe subject to an interest charge of one and one-half percent (1.5%) per monthcomputed from the due date of each payment, or the maximum rate not prohibitedby law.

**7.3****                                ****Taxes.** Thepayment obligations set forth in this Agreement are exclusive of all sales,use, value-added, privilege, excise or similar taxes or duties levied uponReseller, StreamServe, the Software, or any other charge or assessmentsestablished by any government agency, now in force or enacted in the future andthat arise out of the transactions contemplated by the Agreement, all of whichshall be paid when due by Reseller, except for any income tax imposed on StreamServeby any federal, state or local governmental entity in the United States whichshall be paid by StreamServe.  Allamounts payable under Exhibit B shall represent the actual proceeds to bereceived by StreamServe after taking into account all of the foregoing thirdparty payment obligations.  StreamServemay invoice Reseller for any taxes payable by Reseller and remit payments madeon any such invoice directly to the appropriate taxing authorities. Reseller shallpay such invoices within thirty (30) days or by any earlier date designated insuch invoice that is ten (10) days prior to a payment deadline for such taxesin that jurisdiction.  Reseller isresponsible for obtaining and providing to StreamServe any certificate ofexemption or similar document required to exempt any license from sales, use orsimilar tax liability.

**7.4****                                ****Records;****Audit.** Reseller shall provide StreamServe with awritten or electronic report, in a mutually agreed upon format, withinforty-five (45) days after the end of each fiscal quarter of Reseller of (i)all sales, licenses or transfers of the Software; and (ii) all sales of Supportby Reseller during such preceding fiscal quarter, together with Software usageinformation for each Reseller Customer during the previous quarter.  Reseller shall maintain records during theterm of this Agreement and for a period of three (3) years thereafter thatwould permit StreamServe to verify the sale, license and transfer of theSoftware, any Support obligations thereon, Reseller Customer Software usageinformation and the amount of license fees and any other fees due under thisAgreement.  Upon StreamServe’s request,at mutually agreeable times, but in no event later than fifteen (15) daysfollowing StreamServe’s request, StreamServe or an agent or accounting firmchosen by StreamServe shall be provided reasonable access during normalbusiness hours to the records of Reseller for purposes of audit of fees, ifany, due and may make 

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copies of such records.  StreamServe shall be provided a reasonableopportunity to interview Reseller’s Customers and any employees who haveengaged in the development, marketing or other assistance related to theSoftware in order to corroborate the information contained in suchrecords.  If any such audit reveals anunderpayment of more than 5% with respect to amounts due in any fiscal quarterof Reseller, Reseller shall pay the reasonable costs of StreamServe’s audit,not to exceed two times the actual value of the underpayment.

**Section 8 - OBLIGATION FOR EXPENSES**

Each party shall have noobligation or requirement whatsoever to reimburse the other party for anyexpenses or costs incurred by the other party in the performance of,**or otherwise by reason of, this Agreement unless agreed inwriting. Each party’s incursion of costs or expenses under this Agreement is atits sole risk and upon its independent business judgment that such costs andexpenses are appropriate.

**Section 9 - CONFIDENTIALITY**

In the performance of thisAgreement or in contemplation thereof, the parties and their respectiveemployees and agents may have access to private or confidential information anddata controlled or owned by the other party including, but not limited to, theSoftware and the terms of this Agreement. Each party shall keep, and have its employees or agents keep, any andall such information and data confidential, and, except as set forth in thisAgreement, shall not copy or publish or disclose it to others, or authorize itsemployees, agents or anyone else to copy, publish, or disclose it to others,without the prior written approval of the other party.  The parties shall use such information onlyas provided for in this Agreement and shall return such information and data tothe disclosing party at its request. Nothing contained in this Section shallrestrict either party with respect to confidential or proprietary informationwhich it can demonstrate has become publicly available to it through no faultof such party, was lawfully received from a third party who rightfully acquiredit and did not obtain it in violation of any obligations of confidentiality, orwas required to be disclosed by a court or other governmental authority andreasonable notice was given to the other party.

**Section 10 – PERFORMANCE WARRANTY; DISCLAIMER OF OTHER WARRANTIES;LIMITATION OF LIABILITY**

**10.1****                         ****Performance Warranty.**  For aperiod of thirty (90) days following the date of installation of  Software at a Reseller Customer site,StreamServe warrants to Reseller that the Software shall perform in accordancewith the Documentation.  If the Softwaredoes not function as warranted during the warranty period, and StreamServe isunable to resolve the problem in accordance with Exhibit D, Reseller may returnthe Software to StreamServe and receive a refund of the fees that Reseller haspaid for the Software license. This is the full and exclusive extent ofReseller’s remedy and StreamServe’s liability under this limited softwareperformance warranty.  Any misuse orunauthorized modification of the Software will void this limited warranty.

**10.2****                         ****Disclaimer of Warranties. **EXCEPT AS EXPRESSLY SET FORTH IN THISSECTION,****STREAMSERVE MAKES NO WARRANTY TO RESELLERREGARDING THE SOFTWARE.  RESELLERCONFIRMS THAT IT HAS EVALUATED THE SOFTWARE AND DETERMINED THAT IT IS ACCEPTABLEAND SUITABLE FOR RESALE TO ITS RESELLER CUSTOMERS.  RESELLER ACKNOWLEDGES THAT STREAMSERVE MAKESNO WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTERWHATSOEVER, AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULARPURPOSE ARE EXPRESSLY DISCLAIMED AND 

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EXCLUDED.  STREAMSERVE MAKES NO REPRESENTATION ORWARRANTY THAT THE SOFTWARE WILL OPERATE WITH OTHER PRODUCTS AND STREAMSERVESHALL NOT IN ANY EVENT BE RESPONSIBLE FOR LOSSES OF ANY KIND RESULTING FROM THEDISTRIBUTION OR USE OF THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANYLIABILITY FOR BUSINESS EXPENSE, MACHINE DOWNTIME, OR DAMAGES CAUSED TORESELLER, RESELLER’S CUSTOMERS OR OTHER THIRD PARTIES BY ANY DEFICIENCY,DEFECT, ERROR, OR MALFUNCTION.

**10.3****                         ****Limitation of Liability.** STREAMSERVE’S LIABILITY TO RESELLER ANDRESELLER’S OFFICERS AND EMPLOYEES FOR ANY CLAIM ARISING UNDER THIS AGREEMENT OROTHERWISE ARISING FROM THE TRANSACTIONS CONTEMPLATED HEREIN REGARDLESS OF THEFORM OF ACTION (INCLUDING, BUT NOT LIMITED TO, ACTIONS FOR BREACH OF CONTRACT,NEGLIGENCE, STRICT LIABILITY, RESCISSION AND BREACH OF WARRANTY) SHALL NOTEXCEED FIVE HUNDRED THOUSAND EUROS (€500,000). IN NO EVENT SHALL STREAMSERVE BE LIABLE FOR ANY INDIRECT, SPECIAL,INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSTPROFITS OR OTHER MONETARY LOSS, LOSS OR INTERRUPTION OF DATA OR COMPUTER TIME,ALTERATION OR ERRONEOUS TRANSMISSION OF DATA, PROGRAM ERRORS, EVEN IFSTREAMSERVE IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

**Section11 - LIMITATION OF REPRESENTATIONS AND USE OF NAME**

**11.1****                         ****Limitation on Representations.** Reseller shall make no representations, warranties or assertionsconcerning StreamServe or the Software which deviate in substance from thoseset forth in informational materials provided by StreamServe to Resellerwithout StreamServe’s prior written consent. Reseller shall indemnify and hold StreamServe harmless against any andall liabilities, losses, damages and claims and pay all expenses, includingreasonable attorney’s fees, arising out of or relating to any representation,promise, guarantee or warranty made or implied by Reseller to the extent itexceeds or differs from those expressly set forth in materials provided toReseller by StreamServe or those authorized in writing by StreamServe.  Upon request, each party shall provide theother party with copies of its advertising, promotional literature or any othermaterial, whether in written, electronic or other form, distributed to anythird party.

**11.2****                         ****Use of Name.** Reseller shall identify StreamServe as the supplier of the Software inits advertising, promotional and sales materials and shall cease referring tothe Base Package for Movex (or any prior version) as “Movex Output Management”or “MOM”.  Such materials may not containany statement which could be interpreted as a direct or indirect endorsement ofReseller’s products or services by StreamServe or any of its affiliates or anyendorsement of its products or services.

**11.3****                         ****Trademarks and Trade Names.** Eachparty shall conduct its business solely under its own name. Each party agreesto refrain from using the other party’s trade name or trademarks as part of itsname or mark or in any other manner that would cause a reasonable person toinfer that it has an affiliation with the other party other than the rightsgiven under this Agreement. Neither party shall reproduce, reference, distribute,or use any trade name or trademark of the other party, without the priorwritten approval of the other party, except in connection with materials whichcomply with the requirements of Section 11.1. Reseller shall not apply to register any trade names, logo, trademark orother identifying work or image pertaining to the Software or to StreamServe orany word or image similar thereto and agrees to take all actions to transfer toStreamServe any such application or registration upon the request of StreamServe.Reseller 

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agrees not to oppose or seek to cancel in anycourt or administrative agency any registration or application of StreamServe.

**Section 12 - TERM; TERMINATION;EFFECT OF TERMINATION**

**12.1        Term.**

Subject to the provisions of Section 12.2below, the initial term (“Term”) of this Agreement shall be one (1) year.  This Agreement shall automatically be renewedand extended for successive one (1) year periods, unless either party hasprovided the other party with written notice of its intention not to renew theAgreement at least ninety (90) days prior to the expiration date of the initialterm or, if the initial term has automatically renewed, any applicable renewalterm.  A notice not to renew does notrequire cause or any other justification.

**12.2        Termination withCause.** This Agreement may be terminated as follows:

**a.**                                         Either party may, at its option, terminatethis Agreement if (i) the other party materially breaches a material provisionof this Agreement, (ii) such party gives the other party written notice of suchmaterial breach (the “default notice”) stating such party’s intention toterminate this Agreement, (iii) the other party fails to correct such breachwithin thirty (30) days following its receipt of the default notice, and (iv)such party gives the other party written notice of termination of thisAgreement, which termination will be effective upon its receipt.

**b.**                                         StreamServe may, at its option, terminatethis Agreement by written notice to Reseller in the event a) that an outsidecompany acquires a majority stake in the Reseller, or b) that Reseller fails topay the fees due pursuant to this Agreement within ten (10) days after writtennotice of the default is given to Reseller. In the event of such termination caused by change in ownership or bynonpayment, all rights of Reseller, excluding all Reseller Customer Supportresponsibilities, that otherwise would survive expiration or termination shallimmediately terminate, and StreamServe shall be entitled to pursue allavailable remedies under contract, copyright, tort, and other applicable law.

**12.3****                         ****Effect of Termination orExpiration.** Upon termination of this Agreement, alllicense rights granted hereunder (including all sublicenses) shall immediatelyterminate, except as expressly specified otherwise.  All (sub)licenses to Reseller Customersvalidly granted prior to termination shall survive.  Further, unless this Agreement is beingterminated due to Reseller’s breach, Reseller and its Subdistributors shalldistribute Software pursuant to any valid orders received by StreamServe butnot then invoiced.  Within thirty (30)days following termination Reseller shall return or destroy all DevelopmentSoftware and Software copies and any other StreamServe confidential informationin Reseller’s possession or control, and StreamServe shall return or destroyall Reseller’s confidential information then in its possession or control.  At that time, StreamServe shall have theright but not the obligation, to enter into an agreement with Reseller Customersregarding renewal of support and maintenance services for the Software.  Reseller shall also continue to certify anyinterfaces between the Software and Reseller’s MOVEX software according to theterms set forth in Exhibit H for a period of two (2) years.  In addition all amounts outstanding fromReseller shall become immediately due and payable.

**Section 13 *-*MISCELLANEOUS**

**13.1****                         ****Assignment.** Reseller shall not assign this Agreement, by operation of law orotherwise, without the prior written consent of StreamServe, whether in thecontext of a sale of assets, merger or 

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similartransaction.  Similarly, StreamServe mayterminate this Agreement in the event of a sale of stock by Reseller thatresults in a change of control of Reseller (meaning, the ability to elect theBoard of Directors or similar management group).

**13.2****                         ****Compliance with Laws.**  Attheir own expense, each party shall comply with all applicable laws regardingtheir activities related to this Agreement. Without limiting the foregoing, Reseller shall not export or re-exportthe Software or any associated information to any country for which a US orother OECD government agency requires an export license or other governmentalapproval without first obtaining such license or approval.  As at the date of this Agreement, thecountries to which such restrictions apply are shown in Exhibit K which isprovided by StreamServe for information purposes only and Reseller remainsobligated to satisfy itself at all times that it is in compliance with this Section13.2.

**13.3****                   ****Relationship of Parties.**  Therelationship of the parties shall be that of independent contractors. Nothingherein shall be create or be deemed to create a relationship of agency,partnership, joint venture, employment or franchise between the parties in anyway. Neither party will represent that it has any authority to assume or createany obligation, express or implied, on behalf of the other party, or torepresent the other party as agent, employee, or in any other capacity, exceptas specifically provided herein.

**13.4****                   ****Notices.**  Allnotices or other communications which are required or permitted to be givenhereunder shall be in writing and shall be sent to the address of the recipientset forth below or such other address as the recipient may designate by noticegiven in with the provisions of this Section with copies to:

**In thecase of StreamServe:**

StreamServe

One Van de Graaf Drive

Suite 200, Burlington, MA01803 USA

Telephone: +1 781 8631510

Fax: +1 781 229 6622

Attention: General Counsel

**In thecase of Reseller:**

Asper page 1

Attention: Legal Counsel

Any such notice shall bedelivered by (a) first class registered or certified mail, postage prepaid, andshall deemed to have been served forty-eight (48) hours after posting; (b)  by legible telefax with a hard copy to followimmediately via airmail or express courier service, and shall be deemed to havebeen served upon the usual telefax electronic acknowledgment of receipt by therecipient’s telefax machine; or (c) by overnight delivery service, service feeprepaid, for delivery on the next business day and shall be deemed to have beenserved on the next business day in the jurisdiction of the recipient.  Notwithstanding the foregoing, a confirmed emailcommunication shall constitute notice in all cases except for notices regardingbreach, termination or non-renewal.

**13.5****                         ****Governing Laws.**  It isthe express intent and agreement of the parties that the United NationsConvention for the International Sale of Goods shall not apply to this Agreement.This Agreement shall be governed by andconstrued in accordance with the laws of Sweden, without giving effect to anyconflicts of laws principles thereof which would result in the application ofthe laws of another jurisdiction.  Theparties should make reasonable efforts to settle any disputes 

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amicably between themselves. In case noamicable resolution can be achieved, all disputes arising out of or inconnection with the present contract shall be finally settled by arbitration inaccordance with the Rules for Expedited Arbitrations of the Stockholm Chamberof Commerce. The place of arbitration shall be Stockholm. The language ofarbitration shall be English.

**13.6****                         ****No Waiver.** Neither party shall by mere lapse of time, without giving notice or takingother action hereunder, be deemed to have waived any breach by the other partyof any of the provisions of this Agreement. Further, the waiver by either partyof a particular breach of this Agreement by the other shall not be construed orconstitute a continuing waiver of such breach or of other breaches of the sameor other provisions of this Agreement.

**13.7****                         ****Obligations of Affiliates.** Affiliates will acknowledge acceptance of the terms of this Agreementthrough the signing of a PA before conducting any transaction under thisAgreement.

**13.8****                         ****Scope of Agreement;Amendment. **The parties hereto acknowledge that each hasread this Agreement, understands it, and agrees to be bound by its terms.  The parties intend that this Agreement beexecuted as a sealed instrument.  Theparties further agree that this Agreement, including all Exhibits andattachments thereto, is the complete and exclusive statement of agreement andsupersedes all proposals (oral or written), understandings, representations,conditions, warranties, covenants, and other communications between the partiesrelating hereto.  In the event of anyconflict between the main body of the Agreement and an Exhibit, the terms ofthe Exhibit shall prevail.   ThisAgreement may be amended only by a subsequent writing that specifically refersto this Agreement and is signed by both parties, and no other act, document,usage, or custom shall be deemed to amend this Agreement.

**13.9****                         ****Survival.**  Theparties agree that where the context of any provision indicates an intent thatit shall survive the Term or termination of this Agreement, then it shallsurvive the same.  This includes, but isnot limited to, the provisions of Sections 2, 5.6, 5.7, 7, 8, 9, 10, 11, 12 and13.

**13.10**                   **Severability.**  Ifany provision of this Agreement shall be invalid, inoperative or unenforceable,it shall be as if such invalid, inoperative or unenforceable provision hadnever been contained herein and such provision was reformed so that it would bevalid operative and enforceable to the maximum extent permitted.

**13.11****                  ****Section Headings and Language.**  Thesection headings contained in this Agreement are for reference purposes onlyand shall not affect in any way the meaning or interpretation of thisAgreement. This Agreement has been drafted and executed in the Englishlanguage. In the event of any ambiguity between the English language versionand any translation into any other language, the meaning and intent containedin the English language version shall prevail.

**13.12****                  ****Force Majeure.**  Inthe event that either party is unable to perform any of its obligations underthis Agreement because of a natural disaster, actions or decrees ofgovernmental bodies, communication line failure, or other similar externalevents such party shall immediately give notice to the other and shall makecommercially reasonable efforts to resume performance. A party’s obligationsunder this Agreement shall be suspended during the duration of any such event,but in no event for more than thirty (30) days.

**13.13****                  ****Non-Solicitation.** During the Term of this Agreement and for a period of eighteen (18)months thereafter:

(a)           Reseller shall not either itself, or on behalf of orthrough any third party, directly or indirectly, solicit, entice, or persuade,or attempt to solicit, entice or persuade any employee of 

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StreamServe to leave theservice of StreamServe, or to directly provide to Reseller any services withinthe scope of services offered by Reseller; and

(b)          StreamServe shall not either itself, or on behalf of or throughany third party, directly or indirectly solicit, entice, or persuade or attemptto solicit, entice or persuade any employee of Reseller to leave the service ofReseller, or to directly provide to StreamServe ant services within the scopeof services offered to StreamServe.

If any part of this Section13.13 should be determined by a court of competent jurisdiction to beunreasonable in duration, or scope, then this Section 13.13 is intended to andshall extend only for such period of time and with respect to such activity asis determined to be reasonable.

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**INWITNESS WHEREOF,** the parties have caused this Agreement to beexecuted under seal by their respective duly authorized representatives, as setforth below.
| **STREAMSERVE, INC** | **RESELLER**       |   |                |
|----------------------|--------------------|--------|---------------------|
| ** **           | ** **         |   |                |
| ** **           | ** **         |   |                |
| By:                  | /s/ Hans Otterling |   | By:                 | /s/ Johan Berg |   |
| Name:                | Hans Otterling     |   |                | Name: | Johan Berg |
| Title:               | CEO                |   |                | Title: | CTO |
|                 |               |   |                |
|                 |               |   |                |
| By:                  |               |   |                | By: | /s/ Niklas Bjorkqvist |   |
| Name:                |               | Name:  | Niklas Bjorkqvist   |   |
| Title:               |               | Title: | Chief Legal Counsel |   |
|                      |                    |        |                     |  |  |  |  |  |  |  |  |  |  |  |  |

 

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