Exhibit 10.22  RESELLER AGREEMENT  This Reseller Agreement
(Agreement), dated 6 November2008 and effective as of 1st November
2008, is made by and between StreamServe, Inc. having an address at 3 Van de
Graaff Drive, Burlington, MA 01803, USA (StreamServe) and Lawson Software
Americas, Inc. having an address at 380 Saint Peter Street, Saint Paul, MN.55102(Reseller).  WHEREAS  A.StreamServe is engaged in the design,
development, production, sales and distribution of certain computer software
programs, documentation and certain services in relation thereto.  B.Reseller has requested the rights to market,
distribute and sublicense such software programs in conjunction with certain
specified software programs of Reseller as defined in this Agreement.  C.StreamServe desires to grant Reseller such
rights as identified in Recital B above.  D.The parties have previously entered into a
substantive agreement dated 23 November 2004 (as subsequently amended) covering
the marketing, distribution and sublicensing of StreamServe software programs
in conjunction with specified software programs of Reseller.  E.The parties have now agreed to enter into
this Agreement which shall set out the current relationship between the parties
with respect to the matters set out in the preceding Recitals B and C above and
which shall supersede and replace the agreement of 23 November 2004 (including
any and all amendments, variations and change control notes thereto) and any
other previous and prior agreements that may exist between the parties.  NOW IT IS AGREED:  1.DEFINITIONS AND INTERPRETATION  1.1For the purposes of this Agreement, the
following words and expressions shall have the meanings assigned to them below,
unless expressed to the contrary or the context otherwise requires:  Affiliate
  
  means entities that
  control, are controlled by, or under common control with a party to this
  Agreement; and Reseller and StreamServe shall where the context requires
  include their Affiliates. For purposes of this definition, control shall
  mean ownership of more than fifty percent (50%) of voting securities, or
  otherwise having the power to.cause the direction of the management and policies of the controlled
  entity;Confidential Information
  
  shall mean information
  received by one party from the other which is marked as Confidential and/or
  Proprietary, or information initially furnished orally which was identified
  by the disclosing party as confidential and/or proprietary at the time of
  disclosure that is confirmed by the disclosing party as Confidential
  Information in writing within thirty  1


(30) days of its initial
  disclosure. Confidential Information of a party includes its formulas,
  methods, processes, designs, software, user documentation, inventions,
  technical specifications, technical know-how, product development plans, new
  services, program flowcharts, file layouts, education materials, pricing,
  marketing plans, developmental work, marketing requirements, and current and
  prospective customer lists or leads;Distributors
  
  means partners,
  distributors, subdistributors and resellers of Reseller, which pursuant to
  the provisions of clause 4.3 below, may be appointed by Reseller to market,
  distribute and support the Licensed Software in conjunction with Reseller
  Software;Documentation
  
  means the user manuals and
  all documentation normally included with the Licensed Software;Effective Date
  
  means 1 November 2008;Existing Reseller
  Customer
  
  means existing customers
  of Reseller or a Distributor, which entered into sublicense agreements under
  the terms of the Previous Agreements;Fees
  
  means the royalties and
  other fees payable as between the parties, as detailed in Exhibit B;Initial Support Period
  
  means if Reseller delivers
  Licensed Software on or between January 1 and September 30, the Initial
  Support Period will commence upon delivery and end on the first December 31st that occurs after delivery. If
  the Reseller delivers Licensed Software on or between October 1 and December 31,
  the Initial Support Period for those Products will commence on delivery and
  end on the first December 31st that
  occurs more than 12 months after delivery.Intellectual Property
  
  means all patents,
  designs, copyrights, trademarks, trade secrets, and all other categories of
  industrial and intellectual property rights throughout the world;Licensed Software
  
  means the software
  licensed and/or provided by StreamServe to Reseller, as specified in Exhibit A
  in computer readable object code form only. Licensed Software shall
  also include Documentation and such Updates as may be made available from
  time to time;New Reseller Customer
  
  means a new customer of
  Reseller or its Distributors who purchases a license/s to use Reseller
  Software in conjunction with Licensed Software subsequent to signing of this
  agreement;  2


Previous Agreements
  
  means:(i) The agreement entitled
  Amended and Restated Reseller Agreement dated 23 November 2004 between the
  parties, together with all subsequent amendments, variations and change
  control notes made thereto subsequent to said date; and(ii) Any other previous
  agreements or arrangements prior to the date hereof that may exist between
  the parties (in whatever form) giving Reseller rights to market and
  sublicense Licensed Software;Reseller Software
  
  means the software of
  Reseller specified in Exhibit A with which the Licensed Software may be
  distributed and sublicensed;Software
  
  means Licensed Software
  and Reseller Software;Sublicense Agreement
  
  means the written form of
  software license setting out the terms on which a New Reseller Customer is
  granted a license by Reseller to use the Licensed Software in conjunction
  with Reseller Software. The approved form of such software license is
  attached hereto as Exhibit C with the understanding that Reseller may make
  minor modifications to this Sublicense Agreement without prior approval of
  StreamServe provided such minor modifications retain the same level of
  protection for StreamServe;Support
  
  means the support and
  maintenance services to be provided by StreamServe and Reseller with respect
  to the Licensed Software on the basis as set out in Exhibit F attached to
  this Agreement;Territory
  
  means the world, subject
  to any territorial restrictions that may apply in the context of Resellers
  obligations under clause 14.11;Training
  
  means:(i) training in the use of
  Licensed Software to be provided to Reseller personnel by StreamServe as
  outlined in Exhibit E attached to this Agreement; and(ii) training in the use
  of Licensed Software to be provided by Reseller to Existing Reseller
  Customers and New Reseller Customers personnel through Lawson Learning;(iii) training in the use
  of Reseller Software to be provided to StreamServe personnel in connection
  with the provision of  3


first line support by
  StreamServe as specified in Exhibit E attached hereto;Updates
  
  means subsequent releases
  of the Licensed Software that StreamServe makes generally available to its
  customers and that contain: (i) enhancements, and/or improved performance;
  (ii) bug or error fixes, patches, or workarounds; (iii) maintenance releases;
  (iv) new point releases; and (v) new major version releases, regardless of
  the version name or number; provided, however, that Updates shall not include
  new or separate products which StreamServe offers only for an additional fee
  to its customers generally.  1.2Words and expressions used in the singular
shall include the plural and vice-versa.  1.3Headings and sub-headings where used in this
Agreement (including its Exhibits) are inserted for convenience only and shall
not form part of this Agreement for the purposes of interpretation of this
Agreement.  1.4In the event of any conflict between any of
the parts of this Agreement (including Exhibits), the following order of precedence
shall apply:  (a)All clauses and sub-clauses contained within
clauses 1 to 14 of this Agreement; then  (b)the Exhibits in letter order, where Exhibit A
shall prevail over Exhibit B and so on.  2.CANCELLATION
OF PREVIOUS AGREEMENTS  2.1Upon execution hereof by both parties, this
Agreement shall terminate, replace and supersede all Previous Agreements in
their entirety, save only for any outstanding rights, obligations and
liabilities of either party under said Previous Agreements that survive or are
deemed to survive such termination.  2.2The parties agree that any Existing Reseller
Customers, to which sublicenses to use the Licensed Software in conjunction
with Reseller Software have been granted under the Previous Agreements, shall
continue to be able using the Licensed Software under such sublicenses and any
specific rights or obligations owed to such Existing Reseller Customers shall
remain in effect in accordance with such terms, provided always that such
Existing Reseller Customers are not in breach of their sublicenses. All such
existing sublicenses shall be managed under the terms and conditions set out in
this Agreement.  3.DURATION OF AGREEMENT  3.1Subject to the provisions of clause 13 below,
this Agreement shall be for an initial term of three (3) years (Initial
Term), commencing on the Effective Date.  3.2Following the Initial Term, this Agreement
shall automatically renew for successive periods of twelve (12) months.  4


4.APPOINTMENT OF RESELLER AND GRANT
OF LICENSES  4.1Subject to the terms and conditions of this
Agreement, StreamServe appoints and Reseller hereby accepts such appointment as
a reseller of the Licensed Software in conjunction with Reseller Software in
the Territory for the Initial Term and any subsequent extensions thereto.  4.2With respect to Resellers appointment
pursuant to clause 4.1 above, StreamServe hereby grants to Reseller:  (a)a non-exclusive, non-transferable, worldwide
license to market, distribute and sublicense the Licensed Software to Existing
Reseller Customers and New Reseller Customers in conjunction with Reseller
Software in the Territory;  (b)a non-exclusive, non-transferable, worldwide,
royalty-free license to use the Licensed Software for testing and demonstration
purposes as part of the marketing and sales activity referenced in sub-clause
4.2(a) above;  (c)a non-exclusive, non-transferable, worldwide,
royalty-free license to use the Licensed Software to assist with Existing
Reseller Customer and New Reseller Customer Training with respect to the
Licensed Software to be carried out by Reseller;  (d)the non-exclusive right to provide Support
with respect to the Licensed Software on the limited basis as more specifically
described in Exhibit F attached hereto.  4.3Reseller shall be permitted to make use of
its Affiliates and Distributors in relation only to the licenses granted to
Reseller under sub-clauses 4.2(a) and (b) above, provided that:  (a)Reseller shall enter into a written distribution
agreement (Distribution Agreement) with each Distributor, each Distribution
Agreement to contain substantially similar terms to the terms and conditions of
this Agreement;  (b)Reseller shall notify StreamServe of any
material breach by a Distributor of a Distribution Agreement or material breach
of this Agreement by an Affiliate and Reseller shall, if requested by
StreamServe, cease allowing the relevant Distributor to market and distribute
the Licensed Software or the relevant Affiliate to operate under the terms of
this Agreement.  4.4Where a New Reseller Customer wishes to use
the Licensed Software in conjunction with Reseller Software, Reseller shall
enter into a Sublicense Agreement with each such New Reseller Customer. The
Sublicense Agreement shall be substantially in the agreed form of the
Sublicense Agreement attached hereto as Exhibit C. Reseller shall not, and
warrants that it shall not, at any time enter into a form of sublicense that is
less protective of StreamServes rights, nor shall Reseller grant any rights,
warranties, undertakings or remedies or introduce any terms that are greater or
more extensive than those set out in the form of Sublicense Agreement for the
Licensed Software. Any such grant of less protective rights or greater or
extended rights, warranties, undertakings, remedies or terms related to the
Licensed Software shall be deemed a material breach of this Agreement and
Reseller shall indemnify, defend and hold StreamServe harmless against any and
all damages suffered by StreamServe as a consequence thereof. Reseller shall be
permitted to allow its Affiliates and Distributors to use the form of
Sublicense Agreement attached hereto when sublicensing New  5


Reseller
Customers, provided that such Affiliates and Distributors do so strictly in
accordance with the provisions of this clause 4.4. Reseller may provide the
Licensed Software under its own end user license agreement provided that such
agreement contains terms no less protective than the terms set forth in the
Sublicense Agreement in Exhibit C.  In
any instance where a Reseller Customer receives StreamServes end user license
agreement with respect to the Licensed Software, Reseller shall not be
responsible for any violations of such license agreement.  Restrictions  4.5Reseller shall not, and shall ensure that its
Affiliates, Distributors and Existing or New Reseller Customers will not,
reverse engineer, decompile, disassemble, or otherwise create or attempt to
create the Licensed Software or its source code, or use the Licensed Software
in whole or in part for any purpose other than those specified herein. Further,
Reseller, its Affiliates and Distributors shall acquire no rights to undertake
any development of or modifications to the Licensed Software.  4.6Reseller shall not rent the Licensed
Software, or provide third parties with access to the Licensed Software through
a service bureau, outsourcing or commercial timesharing arrangement. Reseller,
Existing or New Reseller Customers, however, may elect to host the Licensed
Software at a commercial hosting facility.  4.7Reseller acknowledges and accepts that all
Intellectual Property associated with the Licensed Software, any related
derivative works, enhancements, or modifications thereto, is retained by and
vested in StreamServe and its third party licensors. Similarly, all
Intellectual Property in Reseller Software, any derivative works, enhancements,
or modifications thereto is retained by and vested in Reseller and its third
party licensors.  5.OBLIGATIONS OF RESELLER  5.1During the Initial Term and subsequent
renewals thereof, Reseller shall use commercially reasonable efforts to
promote, market, distribute and sublicense the Licensed Software to New
Reseller Customers.  5.2No later than sixty (60) days following the
end of each Reseller quarter, the parties will meet either in person or via
teleconference at a mutually agreed upon time/location to discuss activities
related to the Licensed Software including but not limited to: i) Resellers
nonbinding forecast of potential sales and review of pipeline, ii) marketing
activities of Reseller and iii) training and/or professional services planned
by Reseller as well as product development plans and promotional activities of
StreamServe related to the Licensed Software. The parties agree that the first
such meeting or teleconference shall be held no later than March 31, 2009.  5.3Upon execution of a Sublicense Agreement by a
New Reseller Customer and in addition to its obligations under clause 7.4
below, Reseller shall submit an order to StreamServe for a copy of the Licensed
Software to be provided to each such New Reseller Customer. Reseller will only
submit individual orders for New Reseller Customers in the Asia Pacific region
as necessary for StreamServe to deliver the Licensed Software pursuant to
clause 5.4 (ii) below. New Reseller Customer orders delivered by reseller under
clauses 5.4 (i) and (iii) below will be reported twenty-five (25) days
post-Reseller quarter-end. Each such order (which shall be subject to
StreamServe approval under clause 6.1 below) shall include details as
referenced in clause 7.4 below.  6


5.4The fulfillment and shipment of Licensed Software
to New Reseller Customers shall be carried out as follows:  (i)by Reseller in North and South America,
Australia/New Zealand (ANZ) and in the EMEA (Europe, Middle East and Africa)
region;  (ii)by StreamServe in the Asia Pacific region;  (iii)for the purposes of any fulfillment that is
to be carried out by download, Reseller shall be permitted to have access to,
and to duplicate, StreamServes download website for such purpose.  Reseller
hereby agrees and undertakes to submit to StreamServe no later than 31 December
(or, if such date is a Saturday or Sunday, the immediate preceding working day)
a written report covering the period 1 December to 31 December with details of
fulfillment and shipment of Licensed Software to New Reseller Customers. Such report
will list the names of New Reseller Customers, the date of fulfillment or
shipment to each New Reseller Customer and the value of the license Fee for
each New Reseller Customer.  5.5Subject to the provisions of clause 6.2
below, Reseller undertakes to provide Training to Existing and New Reseller
Customers. Reseller shall be permitted to make use of StreamServe training
materials in developing and/or delivering such Training subject to payment of a
Fee to StreamServe for use of such materials as detailed in Exhibit B attached
hereto.  6.STREAMSERVE OBLIGATIONS  6.1Upon the receipt of an order Reseller or
StreamServe, as provided in 5.4, shall deliver the Licensed Software to New
Reseller Customers along with the access keys necessary to ensure proper
operation.  StreamServe
shall also deliver and make available copies of the Documentation to Reseller
and New Reseller Customers in accordance with section 5.4 with a master version
of the Documentation delivered to Reseller in the English language. Reseller
shall be provided sufficient inventory of the Licensed Software as reasonably
necessary to fulfill its delivery obligations pursuant to section 5.4. Reseller
may make copies of the Licensed Software as reasonably necessary to fulfill its
obligations under this Agreement and Reseller may access and download
sufficient copies of the Licensed Software including the Documentation and
distribute the same by electronic means as necessary to fulfill its obligations
under this Agreement, subject always to the restrictions in clause 4.5 above.  6.2StreamServe agrees to provide Training to
Reseller and Reseller personnel in relation to the use of Licensed Software.
The Training to be provided is outlined in Exhibit E attached hereto.  6.3StreamServe further agrees, pursuant to the
terms of this Agreement save as referenced in clause 4.2(d) above, to provide
all levels of Support to Reseller for the Initial Support Period for Existing
and New Reseller Customers and thereafter directly to Existing and New Reseller
Customers on behalf of Reseller on the basis as set out in Exhibit F attached
hereto for the first and subsequent annual renewals.  7


6.4StreamServe has established a master escrow
agreement and, upon Resellers request, Reseller and/or Existing and New
Reseller Customers have the option to become beneficiaries to such master
escrow agreement giving them rights to obtain the source code for the Licensed
Software pursuant to the terms and conditions set forth in the master escrow
agreement. The costs associated with establishing Resellers or Existing or New
Reseller Customers rights as beneficiaries under the master escrow agreement
and for obtaining access to the source code will be payable by Reseller or Existing
or New Reseller Customers.  7.FEES, PAYMENT AND REPORTING  7.1The Fees payable under this Agreement by
Reseller for the rights and licenses granted and for Training provided by
StreamServe hereunder shall be calculated in accordance with the rates set out
in Exhibit B attached hereto.  7.2All payments due from Reseller to StreamServe
shall be made quarterly and will be due within net forty-five (45) days of the
end of each Reseller quarter. All payments will be remitted in the local
currency of Existing or New Reseller Customer. Any overdue payments from
Reseller shall bear interest from the due date at the rate of the lower of one
and one-half percent (1.5%) per month or such lower rate as may be mandated by
applicable law.  7.3The fees specified under this Agreement do
not include taxes or duties. If StreamServe is required to pay or account for
any taxes, public fees, duties, deductions or withholdings then such taxes,
fees, duties, deductions and withholdings shall be borne by Reseller. This clause
shall not apply to taxes based on StreamServes profits.  7.4Within twenty-five (25) days of the end of
each Reseller quarter, commencing with the first Reseller quarter ending 28 February
2009, Reseller shall submit to StreamServe a written or electronic royalty
report (Report) detailing the number of licenses sold to New Reseller
Customers in the preceding quarter and for each New Reseller Customer the
following detailed information:  ·Name, Address and Country ·Contact(s) by name and title ·Contact(s) telephone number, as available ·Contact(s) e-mail address, as available ·Date of Signature of the Sublicense Agreement ·Details of Licensed Software delivered to New
Reseller Customers pursuant to clause 5.4 above or Existing Reseller Customers
(as may be applicable) ·Number of named users permitted under the
Sublicense Agreement ·Total license Fee for the Licensed Software
for both Existing and New Reseller Customers ·Total license Fee due to StreamServe ·Initial Support Period end date ·Length of Initial Support Period (in months)
from Delivery Date to ISP End Date ·Total pro-rated support Fees due to
StreamServe (including such Fees for Existing Reseller Customers)  Upon
receipt of each Report by StreamServe under this clause 7.4, StreamServe shall
issue an invoice for the aggregate amount of license Fees due to StreamServe
from Reseller, for payment in accordance with clause 7.2 above.  7.5With respect to any Fees due to StreamServe
for Training provided to Reseller pursuant to clauses 6.2 and 6.3 respectively,
StreamServe shall issue an invoice to Reseller on  8


completion
of Training. All such payments due shall be due within forty-five (45) days of
receipt of invoice.  7.6In return for StreamServe providing Support
with respect to the Licensed Software pursuant to clause 6.3 above:  (i)with respect to Existing Reseller Customers,
StreamServe shall invoice the Fees as set forth in report provided by Lawson
associated therewith directly to all Existing Reseller Customers. Such Fees
shall be invoiced annually, due on 1 January in each year and payable in
accordance with the payment terms specified in the Agreement with each such
Existing Reseller Customer Agreement. All Fees so collected shall be for the
sole account of StreamServe.  (ii)with respect to New Reseller Customers,
Reseller shall invoice New Reseller Customers for the Initial Support Period
with respect to the Licensed Software. Reseller shall remit to StreamServe the
Support Fee specified in Exhibit B attached hereto, payment to be made within
net forty-five (45) days of the end of Reseller quarter. Upon expiration of the
Initial Support Period, StreamServe shall assume Support billing for New
Reseller Customers.  7.7For the duration of this Agreement and for a
period of two (2) years after the date of expiration or termination of this
Agreement, Reseller shall keep complete and accurate records of all licenses
for the Licensed Software sold (Records). These Records shall include (but
not be limited to) all of the items detailed in the quarterly royalty reports
provided pursuant to clause 7.4 above, together with copies of all Sublicense
Agreements entered into with Reseller Customers. Reseller shall permit
examination and audit of such information and Records, at mutually agreeable
times and no more than once per calendar year, by authorized representatives of
StreamServe during normal Reseller business hours, during the period of this
Agreement and for such two (2) year period thereafter. If any such examination
and audit reveals an underpayment of more than five per cent (5%) with respect
to amounts due, Reseller shall pay the reasonable costs of StreamServes audit,
together with the amount of any such underpayment plus interest at the rate
specified in clause 7.2 above, with such payment not to exceed two times the
actual value of the underpayment.  8.REPRESENTATIONS, WARRANTIES
AND DISCLAIMERS  8.1StreamServe warrants to Reseller and Reseller
Customer for a period of ninety (90) days following delivery of the Licensed
Software to a Reseller Customer site that:  (a)it will perform in all material respects the
functions described in the Documentation when operated in accordance with the
Documentation; and  (b)if Reseller Customer has requested fixed
media delivery, the media upon which the Licensed Software is delivered will be
free of defects in materials and workmanship under normal use;  (c)If Licensed Software does not function as
warranted and StreamServe is unable to resolve the problem, Reseller or
Reseller Customer may return the Licensed Software to StreamServe and receive a
refund of the fees paid.  9


8.2StreamServe warrants to Reseller that:  (a)it shall use reasonable technical means to
detect computer viruses in the Licensed Software; and  (b)at the time of delivery, the Licensed
Software does not contain any virus or software code or device designed to
disable, damage, impair, erase, deactivate or electronically repossess the
Licensed Software. Reseller acknowledges that StreamServe has incorporated
software into the Licensed Software, which is designed to assist both parties
in monitoring New Reseller Customers compliance with the terms of each
Sublicense Agreement.  8.3EXCEPT AS EXPRESSLY SET FORTH ELSEWHERE IN
THIS AGREEMENT, STREAMSERVE MAKES NO WARRANTY TO RESELLER REGARDING THE
LICENSED SOFTWARE. RESELLER CONFIRMS THAT IT HAS EVALUATED THE
LICENSED SOFTWARE AND DETERMINED THAT IT IS ACCEPTABLE AND SUITABLE FOR RESALE
AND SUBLICENSE TO EXISTING AND NEW RESELLER CUSTOMERS. RESELLER ACKNOWLEDGES
THAT STREAMSERVE MAKES NO WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,
AS TO ANY MATTER WHATSOEVER, AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED AND EXCLUDED. STREAMSERVE
MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED SOFTWARE WILL OPERATE
WITH OTHER PRODUCTS AND STREAMSERVE SHALL NOT IN ANY EVENT BE RESPONSIBLE FOR
LOSSES OF ANY KIND RESULTING FROM THE DISTRIBUTION OR USE OF THE LICENSED
SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR BUSINESS EXPENSE,
MACHINE DOWNTIME, OR DAMAGES CAUSED TO RESELLER, EXISTING OR NEW RESELLER
CUSTOMERS OR OTHER THIRD PARTIES BY ANY DEFICIENCY, DEFECT, ERROR, OR
MALFUNCTION.  8.4Reseller warrants that it has the right to
license the Reseller Software to Existing and New Reseller Customers. Reseller
shall be solely responsible for any and all warranties that it gives with
respect to it own Reseller Software.  9.INDEMNITIES  9.1Subject to clause 10 below, StreamServe shall indemnify Reseller (including paying
all reasonable legal fees) against any and all third party claims that the
Licensed Software infringes a patent, trademark, trade secret or copyright of a
third party, provided that Reseller: (i) promptly notifies StreamServe in
writing of any such claim, (ii) allows StreamServe to have sole control of the
defence and all related settlement negotiations; and (iii) provides StreamServe
with reasonably available information and assistance (at StreamServes expense)
necessary to perform StreamServes obligations under this clause. Reseller may
retain independent counsel at its own expense.  In
the event Licensed Software is held or believed to infringe, StreamServe may,
at its sole option and at its sole expense: (i) immediately obtain for Reseller
a valid license to continue using the Licensed Software, or (ii) replace or
modify the Licensed Software so that it becomes non-infringing while retaining
substantially similar functionality.  If
StreamServe is unable to achieve either of the above options within a
reasonable period of time, or reasonably believes that an injunction will
ensue, then: neither party will sell or distribute the Licensed Software in accordance
with the terms of such injunction or StreamServes reasonable instructions, and
StreamServe shall refund or credit Reseller payment of monies previously paid
for such Licensed Software.  10


StreamServe shall not be
liable to Reseller to the extent that any claim arises from or is based upon
the combination, operation or use of Licensed Software with equipment, data or
programming not supplied by StreamServe or for other than an intended purpose
as set forth in the Documentation, or arising from any unauthorized alteration
or modification of the Licensed Software, if the claim would not have arisen
without such combination, operation, use, alteration or modification of the
Licensed Software. The provisions of this clause 9.1 set forth the entire
liability of StreamServe and Resellers sole remedy with respect to
infringement.  9.2Subject to clause 10 below, Reseller shall
indemnify StreamServe (including paying all reasonable legal fees) against any
and all third party claims by any other party resulting solely from Resellers
gross negligence, wilful misconduct, or fraudulent misrepresentations relating
to the marketing, sublicensing, distribution, demonstration, or use of the
Licensed Software or Reseller Software provided that StreamServe: (i) promptly
notifies Reseller in writing of any such claim; (ii) allows Reseller to
have sole control of the defence and all related settlement negotiations
(however, StreamServe may retain independent counsel and at its own expense);
and (iii) provides Reseller with the information, authority and assistance
necessary to perform Resellers obligations under this clause (at Resellers
expense). Reseller shall not be liable under this indemnity to StreamServe to
the extent that any such claim arises from or is based upon any acts or
omissions of StreamServe.  10.LIMITATION OF LIABILITY  10.1EXCEPT FOR LIABILITY FOR DEATH OR PERSONAL
INJURY OR FRAUDULENT MISREPRESENTATION, EACH PARTYS LIABILITY TO RESELLER THE
OTHER FOR ANY CLAIM FOR DIRECT LOSS OR DAMAGE ARISING UNDER THIS AGREEMENT OR
OTHERWISE ARISING FROM THE TRANSACTIONS CONTEMPLATED HEREIN REGARDLESS OF THE FORM OF
ACTION (INCLUDING, BUT NOT LIMITED TO, ACTIONS FOR BREACH OF CONTRACT,
NEGLIGENCE, STRICT LIABILITY, RESCISSION AND BREACH OF WARRANTY) SHALL NOT
EXCEED IN EACH YEAR OF THIS AGREEMENT THE ANNUAL AMOUNT OF ROYALTIES DUE TO
STREAMSERVE IN EACH SUCH YEAR AS CALCULATED IN ACCORDANCE WITH PARAGRAPH 1 OF
EXHIBIT B, PROVIDED ALWAYS THAT THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY
TO THE OTHER UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED TWO MILLION, FIVE
HUNDRED THOUSAND UNITED STATES DOLLARS (US$2,500,000).  10.2IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
LOST PROFITS OR OTHER MONETARY LOSS, LOSS OF BUSINESS, WASTED EXPENDITURE, LOSS
OF GOODWILL, LOSS OR INTERRUPTION OF DATA OR COMPUTER TIME, ALTERATION OR
ERRONEOUS TRANSMISSION OF DATA, PROGRAM ERRORS, EVEN IF A PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.  11.USEOF NAME AND TRADEMARKS  11.1Upon request, each party shall provide the
other party with copies of its advertising, promotional literature or any other
similar materials whether in written or electronic form, distributed to any
third party.  11


11.2Reseller agrees to identify StreamServe as
the supplier of the Licensed Software in its advertising, promotional and sales
materials (Sales Materials), provided that such Sales Materials do not contain
any statement which could be interpreted as a direct or indirect endorsement of
Reseller Software or other products or services of Reseller by StreamServe or
any of its Affiliates, provided however that Reseller may use Reseller
trademarks and other information in the Sales Materials as reasonably necessary
to promote the sale of Reseller products including the Licensed Software.  11.3In connection with Resellers promotion of
Licensed Software, StreamServe hereby grants to Reseller and its Distributors a
non-exclusive, non-transferable, royalty-free, revocable license to use the
StreamServe trademarks (Marks) associated with the Licensed Software solely
in connection with the activities of Reseller that are contemplated and
permitted by this Agreement. Reseller agrees to comply with all requirements
relating to use of the Marks and associated Intellectual Property rights and
approval of Sales Materials as set out in Exhibit H attached hereto. Reseller
further agrees that it will not assert or claim any interest in any of the
Marks or associated Intellectual Property rights and further that any and all
goodwill arising from Resellers use of the Marks and associated Intellectual
Property rights will inure for the sole benefit of StreamServe.  12.CONFIDENTIALITY  12.1The parties agree to hold each others
Confidential Information in confidence for the duration of this Agreement and
for a period of five (5) years following termination or expiration. All
Confidential Information shall be protected with the same degree of care as the
receiving party normally uses in the protection of its Confidential
Information, but in no case with any less degree than reasonable care. Each
party further agrees not to use any Confidential Information received from the
other party except for the purposes set forth herein, including implementation
of this Agreement. The parties agree that, unless required by law, they will
not make each others Confidential Information available in any form to any
third party save for those of its directors, officers, employees and agents who
need access to the Confidential Information on a need to know basis and save
for their respective legal and financial advisers.  12.2The obligations of the parties not to
disclose Confidential Information shall not apply to any information that:  (a)is or becomes part of the public domain
through no act or omission of the other party;  (b)was in the others lawful possession prior to
the disclosure as evidenced by existing written documentation and had not been
obtained by the other party either directly or indirectly from the disclosing
party;  (c)is lawfully disclosed to the other party by a
third party without restriction on disclosure;  (d)is independently developed by the other party
as evidenced by existing written documentation.  12.3In the event that either party becomes aware
of an unauthorized use or disclosure of the other partys Confidential
Information, such party shall promptly inform the other party and provide
reasonable assistance to the other party, at the other partys expense, in the
investigation and prosecution of any such unauthorized use or disclosure.  12


13.TERMINATION AND CONSEQUENCES OF
TERMINATION  13.1Either party may terminate this Agreement
upon written notice to the other party at any time prior to the expiration of
its stated duration under clause 3 above if:  (a)a receiver is appointed for either party or
any of its property as a result of insolvency;  (b)either party makes an assignment for the
benefit of creditors;  (c)any proceedings are commenced by, for or
against either party under any bankruptcy, insolvency or debtors relief law;  (d)either party is liquidated or dissolved or
ceases doing business; or  (e)either party is in material breach with
respect to any of its obligations or undertakings under this Agreement and the
party in breach fails to remedy or cure such breach within a period of sixty (60)
days of receiving written notice from the other party specifying the breach.  13.2Either party shall be entitled to terminate
this Agreement without cause, provided that the party so wishing to terminate
shall give a minimum of two years notice in writing to the other party.  13.3Upon termination or expiration of this
Agreement:  (a)Provided that this Agreement is not being
terminated for Resellers breach, Reseller and its Distributors shall be
entitled to fulfil all valid orders that have been received by Reseller or its
Distributors prior to termination or expiration;  (b)Reseller shall promptly pay to StreamServe
all outstanding Fees due and payable to StreamServe;  (c)Each party shall return or destroy within
thirty (30) days of such termination or expiration all of the other partys
Confidential Information, as specified by the other party;  (d)Reseller shall return or destroy, within
thirty (30) days of such termination or expiration and as specified by
StreamServe, all copies of Licensed Software and any StreamServe marketing
materials then in Resellers possession or control;  (e)Each Existing and New Reseller Customer shall
have the right, following termination or expiration of this Agreement, to
continue using the Licensed Software for so long as the sublicense granted to
each such Existing and New Reseller Customer remains in force.  13.4The parties agree that where the content or
nature of any provision indicates or implies an intent that it will survive
expiration of the Initial Term or of any renewal period, or termination of this
Agreement, then such provision shall so survive. Without limiting the
generality of the foregoing sentence, clauses and other parts of this Agreement
surviving expiration or termination shall include, but not be limited to, 1,
4.5, 4.7, 8, 9, 10, 12, 13, 14.1, 14.4, 14.5, 14.6, 14.9, 14.10, 14.11, 14.12
and Exhibit B.  13


14.GENERAL PROVISIONS  14.1Reservation of Rights. StreamServe reserves all rights nor expressly
granted under this Agreement. Use of terms such as purchase or price or any
similar terminology shall not connote transfer of title or ownership to any
Intellectual Property.  14.2Independent Contractors. StreamServe and Reseller agree that they are
acting as independent contractors. Nothing in this Agreement shall be construed
as creating a partnership, joint venture or agency relationship between the
parties. Neither party will represent that it has authority to assume or create
any obligation, express or implied, on behalf of the other party, or to
represent the other party as agent, employee, or in any other capacity, except
as specifically provided herein.  14.3Assignment. Either party may assign, novate, or otherwise transfer this Agreement
to a third party, provided that the party effecting such assignment, novation
or other transfer shall have given the other party thirty (30) days advance
written notice of same and the assignee assumes all of the rights and
obligations of the assignor. Notwithstanding the foregoing, in the event of a
possible assignment, novation or other form of transfer of this Agreement by
Reseller to a competitor of StreamServe, or competitor of another partner of
StreamServe as may be listed in Exhibit I attached hereto, Reseller shall
be required to obtain the prior written consent of StreamServe to such
assignment, novation or other transfer. Likewise, prior to any possible
assignment, novation, or other form of transfer by StreamServe to another
party, StreamServe shall be required to obtain the prior written consent of
Reseller, such consent not to be unreasonably withheld.  14.3A.Assignment of Support Services. Reseller and StreamServe acknowledge that
Streamserve will assume from Reseller certain obligations to support the
Licensed Software as provided in sections 4.2 (d), 6.3, 7.6, and Exhibit F
of this Agreement, Reseller hereby assigns to StreamServe and StreamServe
accepts such assignment of the obligations to provide Support services in
accordance with the terms and conditions of this Agreement, including without
limitation the performance of the Support services (as set forth herein) and
associated billing (as set forth in the report provided by Reseller to
Streamserve) beginning with the first annual renewal of support for each such
Reseller Customer. Reseller will on an annual basis provide StreamServe with
the list of customers that will be covered by such assignments of support,
based upon the support renewals.  Upon the occurrence of any
of the following events, StreamServes rights to provide Support services, and
bill/collect revenue for such Support services shall automatically revert back
to Reseller:  i)Termination of this Agreement for any reason
by either Party, ii)Expiration of this Agreement, iii)A breach of this Agreement by StreamServe, iv)StreamServes acquisition by a Reseller
competitor, and/or v)Any failure of StreamServe to perform its
support obligations to New Reseller Customers or Existing Reseller Customers.  14.4Non-Solicitation. For the duration of this Agreement and for
a period of one (1) year following its termination or expiration, neither
party shall, either for itself or on behalf of or through any third party,
directly or indirectly, solicit, entice, persuade or attempt to solicit, entice
or persuade any employee of the other party to leave the service of the other
party. The provisions of this clause 14.4 shall not apply to any situation
where  14


any employee of either party
has, of their volition and free will, responded to a national or local
recruitment campaign or to an advertisement for a specific vacancy either
directly or through a recruitment agency.  14.5Force Majeure. Neither party shall be responsible for failure
(other than for an undisputed obligation to pay money) of performance due to
causes beyond its control, including (but not limited to) acts of God or
nature; labour disputes; sovereign acts of any federal, state or foreign
governments; major failure of transportation systems and networks or utilities;
severe inclement weather; or any other similar or dissimilar act or event that
materially prevents either party from performing its obligations under this
Agreement.  14.12Notices. All notices or other communications that are required to be given
under this Agreement shall be in writing and shall be sent by first-class post
return receipt requested to the address of the recipient set forth below or
by fax:  In the
case of StreamServe:  StreamServe
Inc
3 Van de Graaff Drive
Burlington, MA 01803
Fax: +1 781 229 6622
Attention: General Counsel  In the
case of Reseller:  Lawson
Software Inc.
380 St. Peter Street
St Paul, MN 55102
Fax: +1 651 767 4940
Attention: General Counsel  14.7Waiver. Neither party shall by mere lapse of time, without giving notice or
taking other action hereunder, be deemed to have waived any breach by the other
party of any of the provisions of this Agreement. Further, the waiver by either
party of a particular breach of this Agreement by the other shall not be
construed or constitute a continuing waiver of such breach or of other breaches
of the same or other provisions of this Agreement.  14.8Severability. If any provision of this Agreement is held
to be invalid or unenforceable, the remaining provisions of this Agreement
shall remain in full force and effect.  14.9Entire Agreement. This Agreement, including all Exhibits
attached hereto, constitutes the entire agreement between the parties and
supersedes all previous agreements and representations, written or oral,
express or implied, concerning the subject mater of this Agreement. This
Agreement may not be modified or amended except in writing and signed by an
authorized representative of both parties. No other act, document, usage or
custom shall be deemed to amend or modify this Agreement.  14.10Compliance with Laws. Each party shall comply with all applicable
laws, directives and regulations in performing its duties hereunder.  15


14.11Export Control. Without limiting its obligations under
clause 14.10 above, Reseller undertakes to comply fully with all relevant
export laws and regulations, including but not limited to the US Export
Administration Regulations. This undertaking shall include responsibility on
the part of Reseller to obtain, at its cost, any necessary export licenses or
certificates as may be required.  14.12Governing Law. This Agreement shall, in all respects,
including all matters of construction, validity and performance, be governed by
the laws of the State of Minnesota, United States, without regard to any
conflicts of law principles, which may result in the application of the law of
another jurisdiction. The parties expressly waive any right to a jury trial
regarding disputes related to this Agreement.  14.13Review and Negotiation. The parties acknowledge that they have each
reviewed and participated in drafting the terms and provisions of this
Agreement and that this Agreement was and shall be deemed for all purposes to
have been drafted by both parties. Furthermore the parties agree that any rule of
construction to the effect that ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation or construction of
this Agreement.  14.14Authority to Execute. The parties executing this Agreement
represent and warrant that they have been given the necessary authority by each
respective corporate entity and applicable law to do so.  IN WITNESS WHEREOF, THE PARTIES HAVE HEREBY
ENTERED INTO AND EXECUTED THIS AGREEMENT ON THE DATE FIRST ENTERED ABOVE  Signed for and on behalf
  of
  STREAMSERVE, INC.
  
  Signed for and on behalf
  of
  LAWSON SOFTWARE AMERICAS, INC.Signature:
  /s/ D. Ladd
  
  Signature:
  /s/ H. DebesName:
  D. Ladd
  
  Name:
  H. DebesPosition:
  CEO
  
  Position:
  CEODate:
  Nov. 7 2008
  
  Date:
  Nov 6 2008  16