proginet10q103108ex10-26.htm


    
      

      

    

    Exhibit
10.26

     

     

    REDACTED
COPY

     

    


     

    


     

    


    


     

    


     

    


     

    


     

    


     

    Proginet
Corporation & Beta Systems Software AG

    


     

    Master
Distributor Agreement

    


    


    


     

    


     

    


     

    Effective
Date: October 1, 2008

     

    


    


    


     

    


     

    


     

    [***]
Confidential Treatment Requested

    Confidential
portion omitted and filed separately with the Commission

     

    DAL02:526304.3

    Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              

            	
              Distributor
      Agreement

            	
              

            	
              Page
      2 of 17

            	 
      
	 
      	 
      	
              REDACTED
      COPY

            


    

     

     

     

    
      	
              Table
      of Contents

            
	
              1.

            	
              Recitals

            	
              3

            
	
              2.

            	
              Ownership

            	
              3

            
	
              3.

            	
              Grant
      of Rights

            	
              3

            
	
              4.

            	
              Term

            	
              5

            
	
              5.

            	
              Invoicing,
      Fees, and Payment Terms

            	
              5

            
	
              6.

            	
              Client(s)
      Software License Agreements

            	
              7

            
	
              7.

            	
              Marketing
      Responsibilities and Other Duties of Distributor

            	
              8

            
	
              8.

            	
              Product
      Supply, Staffing and Education

            	
              9

            
	
              9.

            	
              Technical
      Support

            	
              9

            
	
              10.

            	
              Reports
      and Audit Rights

            	
              9

            
	
              11.

            	
              Non-Compete

            	
              10

            
	
              12.

            	
              Warranty
      and Indemnity

            	
              10

            
	
              13.

            	
              Termination

            	
              12

            
	
              14.

            	
              Confidentiality

            	
              12

            
	
              15.

            	
              Miscellaneous

            	
              13

            
	
              16.

            	
              Signatures

            	
              15

            
	
              Attachment
      A:  Master Distributor Agreement Criteria 

            	
              16

            
	
              Attachment
      B: Distributor Operating Manual

            	
              (under
      separate cover)

            


    

     

    


     

     

    
      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

       

      DAL02:526304.3

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                

              	
                Distributor
      Agreement

              	
                

              	
                Page 3
      of 17

              	 
      
	 
      	 
      	
                REDACTED
      COPY

              


      



     

    
      	
              1.

            	
              Recitals

            


    

     

    This
Master Distributor Agreement (this “Agreement”) is entered into between Proginet
Corporation, a Delaware corporation, having a principal place of business at 200
Garden City Plaza, Garden City, NY 11530 USA (“PROGINET”) and the designated
distributor as follows:

     

    
      	 	
              Distributor
      Name:

            	
              Beta
      Systems Software AG (“BETA”)

            
	 	
              Effective
      Date:

            	
              October
      1, 2008

            


    

    


     

    WHEREAS, PROGINET is the owner
and/or lawful licensor of certain PRODUCTS, including computer software
programs, as such term is hereinafter defined; and

     

    NOW, THEREFORE, in
consideration of the mutual promises and covenants as herein contained, it is
agreed between BETA and PROGINET as follows:

     

     

    
      	
              2.

            	
              Ownership

            


    

     

    BETA
agrees that the PRODUCTS, and TRADEMARKS, as listed in ATTACHMENT B, and all ideas,
discoveries inventions, programs, routines, sequences and works of authorship
embodied therein, and all copyright, trade secret, and other right, title and
interest therein, are the sole property of PROGINET, and that by this Agreement,
BETA shall gain no right, title or interest in the PRODUCTS.  BETA
shall at all times represent that the PRODUCTS are the property of PROGINET and
that BETA is acting as an authorized agent and distributor for
PROGINET.

     

     

    
      	
              3.

            	
              Grant
      of Rights

            


    

     

    
      	 	A.	
              The
      specific criteria for establishing this agreement and fulfillment of the
      terms of this agreement are as specified onATTACHMENT A of this
      Agreement as incorporated by reference herein.  Such ATTACHMENT A is an
      integral and required part of this Agreement and must be signed by both
      parties for this Agreement to be effective.

            
	 	 	 
	
            	
              B.

            	
              PROGINET
      hereby grants to BETA and its Affiliates the following exclusive (even as
      to PROGINET), non-transferable rights in the geographic areas specified in
      ATTACHMENT A
      (each, a “TERRITORY”) during the Term:

            


    

     

    
      	
               
      

            	
              1.

            	
              The
      right to market, offer for sale, and sell licenses to those software and
      service products listed on ATTACHMENT A (the “PRODUCTS”) to (i) any
      person, firm or entity located within a TERRITORY (including existing
      customers of BETA) and (ii) any Affiliate of a person, firm or entity
      whose headquarters or principal place of operations is located within the
      TERRITORIES (each, an “ELIGIBLE CUSTOMER”).  In the case of
      subpart (i), any license sold by BETA shall be solely for use by such
      ELIGIBLE CUSTOMER within the
TERRITORIES.

            


    

     

    
      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

       

      DAL02:526304.3

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              

            	
              Distributor
      Agreement

            	
              

            	
              Page 4
      of 17

            	 
      
	 
      	 
      	
              REDACTED
      COPY

            




     

    
      	
               
      

            	
              2.

            	
              The
      right to market and offer for sale maintenance and support services in the
      TERRITORIES to be provided by PROGINET or BETA, as applicable, in respect
      of the PRODUCTS (“MAINTENANCE”).

            


    

     

    
      	
               
      

            	
              3.
      The right and license to use the PRODUCTS in the TERRITORIES for
      demonstration purposes with respect to prospective ELIGIBLE
      CUSTOMERS.

            


    

     

    
      	
               
      

            	
              4.  The
      right to use the following PROGINET U.S. trademarks in connection with the
      foregoing:

            


    

     

    
      	
               
      

            	
              i.

            	
              CyberFusion

            


    

    
      	
               
      

            	
              ii.

            	
              CyberFusion
      Integration Suite

            


    

    
      	
               
      

            	
              iii.

            	
              CFI

            


    

    
      	
               
      

            	
              iv.

            	
              CFI
      Edge

            


    

    
      	
               
      

            	
              v.

            	
              CFI
      Platform Server

            


    

    
      	
               
      

            	
              vi.

            	
              CFI
      Internet Server

            


    

    
      	
               
      

            	
              vii.

            	
              CFI
      Commerce Server

            


    

    
      	
               
      

            	
              viii.

            	
              CFI
      Command Center

            


    

    
      	
               
      

            	
              ix.

            	
              CFI
      Slingshot

            


    

    
      	
               
      

            	
              x.

            	
              CFI
      Slingshot Vault

            


    

    


    
      	
               
      

            	
              For
      purposes of this Agreement, the term “Affiliate” will mean any person,
      firm or entity controlling, controlled by or under common control with a
      Party.

            


    

     

    
      	
               
      

            	
              Notwithstanding
      the foregoing, the exclusivity provided in this Section 3.B shall not
      apply to PROGINET with respect to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Original
      equipment manufacturing (OEM)
transactions;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Any
      person, firm or entity whose headquarters or principal place of operations
      is located outside of the TERRITORIES (or whose ultimate parent is located
      outside the TERRITORIES) and Affiliates of such persons, firms or
      entities; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Persons
      or entities located within the TERRITORIES that are customers of PROGINET
      customers; provided,
      however, that this subsection (iii) shall only apply in respect
      of  two copies of the applicable PRODUCT (one for production
      purposes and one for backup purposes), and the exclusivity provided in
      this Section 3.B shall apply in respect of all additional copies of the
      applicable PRODUCT.

            


    

     

     

    
      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

       

      DAL02:526304.3

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              

            	
              Distributor
      Agreement

            	
              

            	
              Page 5
      of 17

            	 
      
	 
      	 
      	
              REDACTED
      COPY

            




     

    
      	
            	
              C.

            	
              Any
      dispute, controversy or claim arising out of or in connection with this
      Agreement between BETA and PROGINET, or any breach thereof, shall be
      settled exclusively and finally by arbitration in accordance with the
      commercial arbitration rules of the American Arbitration Association, or
      by an action at law.  The right of forum selection for disputed
      resolution shall rest solely with PROGINET, and judgment upon such an
      award rendered by the arbitrator or court may be entered in any court
      having jurisdiction thereof.  In the event a dispute arises
      between BETA and PROGINET, and BETA wishes to commence the dispute
      resolution process BETA shall give PROGINENT thirty (30) days written
      notice that it intends to enter the dispute resolution
      process.  PROGINENT shall then be entitled to select either
      arbitration as provided in this Section 3.C or an action at law in a court
      of appropriate jurisdiction as the forum for resolutions of the
      dispute.  If PROGINENT fails to make such selection within
      thirty (30) days of being given such written notice then BETA shall have
      the right to commence arbitration in accordance with the commercial
      arbitration rules of the American Arbitration Association. A decision of
      the arbitrator shall be binding and conclusive on the parties hereto and
      shall not be subject to any appeal.  All limitations of
      liability set forth in this Agreement, shall be binding and given full
      force and effect in any such arbitration.  BETA agrees to pay
      all costs and expenses incurred by PROGINENT (including but limited to
      reasonable attorney’s fees and expenses, and payment of taxes or other
      charges) in any way relating to PROGINET’S enforcement of the obligations
      of BETA under this Agreement or for the protection of PROGINET’S rights in
      connection with this Agreement whether or not an action at law or
      arbitration is commenced.

            


    

     

     

    
      	
              4.

            	
              Term

            


    

     

    
      	
            	
              A.

            	
              The
      term of this Agreement (the “Term”) shall be valid until the date
      specified on ATTACHMENT
      A.  The EFFECTIVE DATE of this Agreement will be the date
      specified in Section 1 above.  During the Term, this Agreement
      may only be terminated by either party for cause pursuant to Section
      13.

            


    

     

     

    
      	
              5.

            	
              Invoicing,
      Fees, and Payment Terms

            


    

     

    
      	
            	
              A.

            	
              PROGINET’s
      recommended prices prevailing as of the Effective Date are set out in U.S.
      dollars in ATTACHMENT
      B on the “Recommended Retail Price List” and shall be binding upon
      BETA.  PROGINET shall provide BETA from time to time with an
      updated Recommended Retail Price List which shall supersede the prior list
      and become binding on BETA.  BETA shall have the right to
      establish a different selling price pursuant to written approval from
      PROGINET.

            


    

     

    
      	
            	
              B.

            	
              Within
      10 calendar days of receipt by BETA,  BETA shall remit to
      PROGINET all revenues received from ELIGIBLE CUSTOMERS in respect of the
      PRODUCTS and MAINTENANCE (collectively, the
      “Revenue”).  PROGINET will remit to BETA a percentage of the
      Revenue as further detailed in ATTACHMENT
      A.

            


    

     

    
      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

       

      DAL02:526304.3

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              

            	
              Distributor
      Agreement

            	
              

            	
              Page 6
      of 17

            	 
      
	 
      	 
      	
              REDACTED
      COPY

            




     

    
      	
            	
              C.

            	
              Unless
      otherwise specified in ATTACHMENT A, BETA will
      handle all invoicing to ELIGIBLE CUSTOMERS, with an electronic copy of the
      invoice being sent simultaneously to the ELIGIBLE CUSTOMER and to the
      following address:

            


    

     

    
      	
               
      

            	
              Proginet
      Corporation

            


    

     

    
      	
               
      

            	
              200
      Garden City Plaza

            


    

     

    
      	
               
      

            	
              Garden
      City, New York 11530

            


    

     

    
      	
               
      

            	
              United
      States of America

            


    

     

    
      	
               
      

            	
              Attention:
      Accounts Receivable

            
	 	 
	 	or
      via FAX to +1.516.248.3360
	 	 
	 	
              The
      invoice will specify that payment is to be made directly to
      BETA.  PROGINET will invoice BETA the full license amount in
      U.S. dollars and provide BETA with the applicable commission credit as
      specified in ATTACHMENT
      A.  Once payment is received, BETA will wire PROGINET’s
      portion in U.S. dollars to the following bank account: [***]

            


    

     

    
      	
              Bank
      Name:

            	 
      
	
              Bank
      Address:

            	 
      
	 
      	 
      
	 
      	 
      
	
              ABA
      Number:

            	 
      
	
              Account
      Number:

            	 
      
	
              Company
      Name:

            	
               
      

               

            


    

    
      	
            	
              D.

            	
              BETA
      shall promptly notify PROGINET of all wire transfers by e-mail specifying
      the U.S. dollars wired and PROGINET’s designated bank
    account.

            


    

     

    
      	
            	
              E.

            	
              In
      addition to any other rights belonging to PROGINET, a late fee of 9% per
      annum shall be due from BETA to PROGINET for every month or fraction
      thereof for which payment of fees is late after the first thirty (30) days.  If
      PROGINET brings any proceeding for collection of any sums due or to
      enforce any provisions of the Agreement, BETA shall pay to PROGINET all
      expenses incurred by PROGINET in such collection or enforcement including
      consul fees, and all monies that shall be deemed and awarded in such
      proceedings.

            


    

     

    
      	
            	
              F.

            	
              If
      BETA should fail to remit payment(s) due PROGINET within the time period
      specified, PROGINET may, at its sole discretion, provide BETA with written
      notice of PROGINET’s intent to terminate this Agreement in accordance with
      Section 13
      hereof.  As provided in Section 13, BETA shall have 30 days
      after receipt of such written notice to cure such non-payment default to
      avoid termination.  Termination by PROGINET for failure to remit
      payments(s) shall not excuse BETA from its obligations to pay PROGINET the
      amounts due to PROGINET.

            


    

     

    
      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

       

      DAL02:526304.3

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com


    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              

            	
              Distributor
      Agreement

            	
              

            	
              Page 7
      of 17

            	 
      
	 
      	 
      	
              REDACTED
      COPY

            


    

    


     

    
      	
            	
              G.

            	
              Revenue
      applicable to MAINTENANCE paid by ELIGIBLE CUSTOMERS shall be recognized
      and earned according to the United States version of General Accepted
      Accounting Practices (GAAP)  (in
      case of relevant changes of IAS 18 the parties shall mutually adapt the
      foregoing provision), and can not be recognized by either party until they
      are earned.  In the event of termination of this Agreement, the
      unearned portion of BETA’S portion of the Revenue applicable to
      MAINTENANCE for each ELIGIBLE CUSTOMER must be returned to
      PROGINET.

            


    

     

    
      	
            	
              H.

            	
              According
      to the applicable tax law, each party shall bear those taxes owed by
      itself, including but not limited to franchise sales, use, reason,
      property, ad valorem, value added, stamp or other taxies levies, customs,
      duties or other imposts or fees (hereinafter collectively called “tax”)
      levied by the government of the market areas  and each party
      shall pay any such tax directly.  BETA shall reimburse PROGINET
      for any additional local tax paid by PROGINET.  This tax clause
      will apply during and after termination of this agreement whenever
      PROGINET must pay and/or collect a tax from BETA according to applicable
      law as interpreted by the revenue authorities of the taxing
      unit.  BETA shall hold PROGINET harmless for any taxes collected
      and not remitted to appropriate taxing
  authorities.

            


    

     

    
      	
               
      

            	
              I.

            	
              In
      the event that the Software License Agreement is denominated in a currency
      other than U.S. dollars, the Foreign Exchange Policy defined in ATTACHMENT B will
      govern.

            


    

    


     

    
      	
              6.

            	
              Client(s)
      Software License Agreements

            


    

     

    
      	
            	
              A.

            	
              All
      licenses of PRODUCTS and sales of MAINTENANCE by BETA to ELIGIBLE
      CUSTOMERS shall be pursuant to a Software License Agreement between BETA
      and such ELIGIBLE CUSTOMER. 

            


    

     

    
      	
            	
              B.

            	
              PROGINET
      recommends that BETA use PROGINET’S existing form of standard Software
      License Agreement (“SLA”) attached hereto in ATTACHMENT B for use in
      transactions with ELIGIBLE CUSTOMERS.  If BETA does not use
      PROGINET’S Standard Software License Agreement, then BETA must affirm that
      (i) the contract is consistent with PROGINET’s Standard Software License
      Agreement in all material aspects and (ii) contains terms consistent with
      the termination process set forth in Exhibit G to ATTACHMENT
      B.  PROGINET shall promptly notify BETA in writing
      regarding any changes the form of Software License Agreement and provide
      BETA with a reasonable time to incorporate such changes into its own
      agreements.  The Parties acknowledge and agree that BETA may use
      its form of license agreement existing as of the Effective Date for
      existing customers of the Harbor Products in the TERRITORIES, but to the
      extent any new or existing customers seek to acquire PRODUCTS other than
      or in addition to the Harbor Products, BETA shall amend its agreements as
      provided in the first part of this paragraph
B.

            


    

     

    
      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

       

      DAL02:526304.3

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              

            	
              Distributor
      Agreement

            	
              

            	
              Page 8
      of 17

            	 
      
	 
      	 
      	
              REDACTED
      COPY

            




     

    
      	
            	
              C.

            	
              As
      provided in Section 5.A, the pricing at which BETA offers the PRODUCTS and
      MAINTENANCE are set forth in the Recommended Retail Price List, which may be changed
      from time to time by PROGINET upon notice to BETA.  Any
      outstanding price commitments to potential ELIGIBLE CUSTOMERS will be
      honored for ninety (90)
      days after any price changes instituted by
  PROGINET.

            


    

     

    
      	
            	
              D.

            	
              PROGINET
      shall use its best efforts to communicate changes in its prices, terms,
      conditions and/or agreement forms to BETA at least thirty (30) calendar
      days in advance of their becoming effective.  In promoting
      licenses of PRODUCTS in the TERRITORY, BETA shall quote to ELIGIBLE
      CUSTOMERS only the most recent terms, conditions and agreement forms, and
      shall quote PROGINET’S SOFTWARE LICENSE FEES and MAINTENANCE FEES (as
      defined in ATTACHMENT
      A) for the PRODUCTS separately from each other and from BETA’S
      quotes for any services as may be offered by BETA to the
      CLIENT(S).  Any offers made by BETA on the basis of then current
      pricing shall be binding on Proginet for a period of ninety (90) days.  Any
      prices which have been approved by Proginet and that are included in the
      customer contract for future upgrades will prevail over Proginet standard
      pricing.

            


    

     

    
      	
            	
              E.

            	
              BETA
      shall be considered to have licensed a  PRODUCT
      upon:

            


    

     

    
      	
               
      

            	
              1.

            	
              the
      acceptance and signature by BETA of an approved Software License Agreement
      signed by the ELIGIBLE CUSTOMER;
and

            


    

     

    
      	
               
      

            	
              2.

            	
              PROGINET’S
      timely receipt of a copy of the executed Software License Agreement and
      Contract Summary, Affirmation Form (see ATTACHMENT B), and proof
      of software shipment (e.g. copy of airbill);
and

            


    

     

    
      	
               
      

            	
              3.

            	
              either
      (a) PROGINET’S receipt of payment in full of the SOFTWARE LICENSE FEES and
      first year’s MAINTENANCE FEES or (b) PROGINET’S written approval of a
      schedule of payments of such fees specifically applicable to a particular
      ELIGIBLE CUSTOMER.

            


    

     

    
      	
            	
              F.

            	
              If,
      at the time a Designated CPU is replaced or upgraded, a license on the new
      Designated CPU would be at a greater cost than would a license on the
      original Designated CPU, the ELIGIBLE CUSTOMER will be invoiced for the
      difference between the license fee for the original Designated CPU and the
      new Designated CPU.

            


    

     

     

    
      	
              7.

            	
              Marketing
      Responsibilities and Other Duties of
Distributor

            


    

     

    
      	
            	
              A.

            	
              BETA
      shall use its best efforts to promote and support licenses of PRODUCTS in
      the TERRITORY.

            


    

     

    
      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

       

      DAL02:526304.3

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              

            	
              Distributor
      Agreement

            	
              

            	
              Page 9
      of 17

            	 
      
	 
      	 
      	
              REDACTED
      COPY

            




     

    
      	
            	
              B.

            	
              BETA
      SHALL PROVIDE ALL OF THE SERVICES SPECIFIED FOR THE LEVEL OF MEMBERSHIP
      SPECIFIED AND AGREED TO BY THE BETA AND PROGINET IN ATTACHMENT
      B.  If BETA selects to provide services to an ELIGIBLE
      CUSTOMER and fails to do so in accordance with ATTACHMENT B, such
      failure shall be deemed a material breach and subject BETA to forfeiture
      of all or part of the Revenue collected by BETA for such
      support.

            


    

     

     

    
      	
              8.

            	
              Product
      Supply, Staffing and Education

            


    

     

    
      	
            	
              A.

            	
              PROGINET
      will supply BETA with the PRODUCTS, documentation, and technical
      information by electronic media, which may include compact discs,
      diskettes, tapes or other binary
form.

            


    

     

    
      	
            	
              B.

            	
              PROGINET
      will maintain the PRODUCTS and supply BETA with one copy of the revised
      PRODUCTS, documentation or such materials as may be reasonably requested
      by BETA to enable BETA to provide LEVEL ONE (1) SUPPORT, as defined in
      Section 9A to customers of the PRODUCTS in the
  TERRITORY.

            


    

     

     

    
      	
              9.

            	
              Technical
      Support

            


    

     

    
      	
            	
              A.

            	
              BETA
      will be responsible for providing LEVEL ONE (1) SUPPORT to all ELIGIBLE
      CUSTOMERS.  LEVEL ONE (1) SUPPORT is the first layer of customer
      support with customers, performed by support engineers with a fundamental
      knowledge of the installation, operation and features of the
      PRODUCT.  Level one engineers are responsible for communicating
      directly with customers and prospective customers, including phone calls,
      faxes, and electronic mail that include questions relating to PRODUCT
      functionality, computing environment, and prerequisite
      software.  Level one engineers assist customers in solving
      problems related to installation, configuration, and general operations of
      the product.  If not able to solve problem, Level one engineers
      will reproduce problems before escalating to Level
  two.

            


    

     

    
      	
            	
              B.

            	
              For
      greater levels of support which require PROGINET’S assistance, BETA will
      collect diagnostic information from ELIGIBLE CLIENTS and prospective
      customers and forward such information electronically (machine-readable
      format) to PROGINET.

            


    

     

    
      	
            	
              C.

            	
              BETA
      shall be responsible for all Level two and Level three support to all
      ELIGIBLE CUSTOMERS in respect of the Harbor Products (as defined in Attachment
      A).  PROGINET shall be responsible for Level two and
      Level three support for all other
PRODUCTS.

            


    

     

     

    
      	
              10.

            	
              Reports
      and Audit Rights

            


    

     

    
      	
               
      

            	
              BETA
      shall render written reports to PROGINET as
  follows:

            


    

     

    
      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

       

      DAL02:526304.3

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              

            	
              Distributor
      Agreement

            	
              

            	
              Page 10
      of 17

            	 
      
	 
      	 
      	
              REDACTED
      COPY

            




     

    
      	
            	
              A.

            	
              Commencing
      on the first full month after the effective date of this Agreement, during
      the remainder of the term of this Agreement, BETA will provide, on or
      before the fifth (5th)
      day of each month, a written Monthly Sales Report with information on all
      sales activity, including leads, prospects and trials.  A
      section of this report will be dedicated to recommended PRODUCT
      enhancements with time parameters based on customer usage and
      feedback.

            


    

     

    
      	
            	
              B.

            	
              On
      an annual basis, BETA will provide on or before the renewal date of this
      Agreement, a business plan that updates PROGINET on the current state of
      the local marketplace, describes product positioning strategy and
      marketing campaigns that BETA plans to deploy during the next twelve
      months, and provides detailed information on the current
      opportunities.  The business plan should be reflective of the
      planned activities that will enable BETA to meet or exceed their annual
      quota for the upcoming Quota Year. The first business plan is to be
      submitted six (6) months following the EFFECTIVE DATE of this
      agreement.  Subsequent business plans should be submitted one
      (1) month before the start date of the next Quota
  Year.

            


    

     

     

    
      	
              11.

            	
              Non-Compete

            


    

     

    
      	
            	
              A.

            	
              During
      the term of this Agreement and any extensions or renewals hereof, BETA,
      its principals, agents, and employees, will not directly or indirectly
      engage anywhere in the TERRITORY in the promotion, marketing,
      distribution, sale or licensing of, or act as sales agent, representative
      or distributor of, any computer software program or other product which
      competes with the PRODUCTS, or related PRODUCTS, or authorize any other
      person to engage in any of such
acts.

            


    

     

    
      	
            	
              B.

            	
              BETA
      shall not, without PROGINET’S prior written approval, directly or
      indirectly, engage in or have a financial interest in the production,
      reproduction, sale, licensing, distribution or servicing of any software,
      program or product which competes directly with the
    PRODUCTS.

            


    

     

     

    
      	
              12.

            	
              Warranty
      and Indemnity

            


    

     

    
      	
            	
              A.

            	
              PROGINET
      REPRESENTS THAT THE PRODUCTS WILL SUBSTANTIALLY CONFORM TO THEIR
      SPECIFICATIONS AS DESCRIBED IN THE USER MANUAL, BUT PROGINET DOES NOT
      WARRANT THAT THE PRODUCTS WILL BE
ERROR-FREE.

            


    

     

    
      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

       

      DAL02:526304.3

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              

            	
              Distributor
      Agreement

            	
              

            	
              Page 11
      of 17

            	 
      
	 
      	 
      	
              REDACTED
      COPY

            




     

    
      	
            	
              B.

            	
              BETA
      AGREES AND ACKNOWLEDGES THAT THIS IS NEITHER A CUSTOM SOFTWARE AGREEMENT
      NOR A CONTRACT TO DEVELOP SOFTWARE.  PROGINET MAKES NO OTHER
      WARRANTY AS TO THE DESIGN, CAPABILITY, CAPACITY OR SUITABILITY OF ITS
      PRODUCTS.  ANY STATEMENTS MADE BY PROGINET OR ITS EMPLOYEES,
      INCLUDING BUT NOT LIMITED TO, STATEMENTS REGARDING CAPACITY, SUITABILITY
      FOR USE, OR PERFORMANCE OF ITS PRODUCTS SHALL NOT BE DEEMED A WARRANTY OR
      REPRESENTATION BY PROGINET FOR ANY PURPOSE, NOR GIVE RISE TO ANY LIABILITY
      OR OBLIGATION OF PROGINET.  PROGINET DOES NOT WARRANT THAT THE
      FUNCTIONS CONTAINED IN THE PRODUCTS WILL MEET ANY LICENSEE’S REQUIREMENTS
      OR THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR
      FREE.

            


    

     

    
      	
            	
              C.

            	
              THE
      ONLY WARRANTIES (AND REMEDIES FOR BREACH THEREOF) MADE BY PROGINET WITH
      RESPECT TO THE PRODUCTS SHALL BE THOSE MADE TO BETA IN THIS AGREEMENT AND
      TO ELIGIBLE CUSTOMERS IN THE AUTHORIZED FORM OF A SOFTWARE LICENSE
      AGREEMENT. BETA SHALL INDEMNIFY, DEFEND AND HOLD PROGINET HARMLESS AGAINST
      ANY LOSS, LIABILITY OR EXPENSE (INCLUDING COSTS AND PROGINET’S REASONABLE
      ATTORNEYS’ FEES) ARISING OUT OF OR IN CONNECTION WITH ANY REPRESENTATION,
      WARRANTY, PROMISE OR ASSURANCE MADE BY BETA WITH RESPECT TO THE
      PRODUCTS.

            


    

     

    
      	
            	
              D.

            	
              IN
      NO EVENT SHALL PROGINET BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT,
      PUNITIVE, OR INCIDENTAL DAMAGES.

            


    

     

    
      	
            	
              E.

            	
              PROGINET
      AGREES TO INDEMNIFY, DEFEND AND HOLD BETA, ITS OFFICERS, AGENTS AND
      EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL LOSS, COST, DAMAGE OR
      LIABILITY, INCLUDING COUNSEL FEES AND COSTS, AS A RESULT OF ANY CLAIM OR
      CAUSE OF ACTION FOR PATENT AND/OR COPYRIGHT INFRINGEMENT, UNLAWFUL
      DISCLOSURE OR USE OR MISAPPROPRIATION OF A TRADE SECRET OR OTHER
      INTELLECTUAL PROPERTY RIGHT (“INFRINGEMENT CLAIM”) ASSERTED AGAINST BETA
      OR ONE OF THE INDEMNIFIED PARTIES BY VIRTUE OF BETA’S SALE OR USE OF
      PRODUCT AND DOCUMENTATION.  BETA MAY PARTICIPATE IN THE DEFENSE
      OF THE CLAIMS BY COUNSEL OF ITS OWN CHOOSING, AT ITS COST AND
      EXPENSE.

            


    

     

     

    
      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

       

      DAL02:526304.3

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              

            	
              Distributor
      Agreement

            	
              

            	
              Page 12
      of 17

            	 
      
	 
      	 
      	
              REDACTED
      COPY

            




    
       

      
        	
                 
      

              	
                EACH
      PARTY SHALL GIVE PROMPT NOTICE OF ANY SUCH CLAIM TO THE
      OTHER.  PROGINET SHALL HAVE THE RIGHT TO CONTROL AND DIRECT THE
      INVESTIGATION, DEFENSE AND SETTLEMENT OF EACH SUCH CLAIM.  BETA
      SHALL REASONABLY COOPERATE WITH PROGINET IN CONNECTION WITH THE
      FOREGOING.

              


      

    

     

     

    
      	
              13.

            	
              Termination

            


    

     

    Either
party may terminate this Agreement for cause, by giving the other party written
notice to such effect, in which case this Agreement shall terminate thirty (30)
days from and after the date of such notice, if the offending party fails to
cure the cause. Cause includes, but is not limited to, either party failing to
perform or observe any material covenant, condition or agreement to be performed
or hereunder, including, but not limited to,  any obligation of
payment, or breaches any representation or warranty contained herein, and such
failure or breach continues unremedied for a period of 30 (30) days after
written notice.  Upon receipt of the Termination Letter and it taking
effect, the parties shall cooperate in good faith to implement the termination
process as described in ATTACHMENT B, including
through the execution of any additional documents as may be necessary to effect
the intent of such termination process.

     

     

    
      	
              14.

            	
              Confidentiality

            


    

     

    
      	
            	
              A.

            	
              BETA
      acknowledges that the PRODUCTS are proprietary, embody trade secrets and
      are not in the public domain and that PROGINET does not, by this
      Agreement, convey or otherwise give up any rights or ownership of the
      PRODUCTS to BETA or to anyone else.

            


    

     

    
      	
            	
              B.

            	
              BETA
      acknowledges that the placement of a copyright, patent pending, patented
      or other similar notice within or on any media containing CONFIDENTIAL
      INFORMATION does not constitute publication or otherwise impair the
      confidential nature thereof.

            


    

     

    
      	
            	
              C.

            	
              BETA
      acknowledges that unauthorized use or disclosure of any of the
      CONFIDENTIAL INFORMATION will cause irreparable harm to
      PROGINET.  Therefore, during the term of this Agreement and
      thereafter for so long as the CONFIDENTIAL INFORMATION is not in the
      public domain, through no act or failure to act on the part of BETA, BETA
      shall: (a) use or disclose the CONFIDENTIAL INFORMATION only as authorized
      under this Agreement and only to the extent necessary to perform its
      obligations hereunder; (b) use reasonable care to prevent other parties
      from gaining access to the CONFIDENTIAL INFORMATION; (c) take all
      reasonable steps to prevent duplication of or unauthorized access to the
      CONFIDENTIAL INFORMATION by any employee of BETA or other party; (d) under
      PROGINET authorization, allow its employees and/or agents access to the
      CONFIDENTIAL INFORMATION only for the fulfillment of BETA’S obligations
      under this Agreement and, prior to allowing such access, notify each
      employee and any BETA agent in writing of BETA’S confidentiality
      obligations arising hereunder, and (e) ensure that all copyright, patent,
      trade or service confidentiality and nondisclosure labels or notices are
      applied in accordance with this Agreement and are not
    removed.

            


    

     

    
      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

       

      DAL02:526304.3

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              

            	
              Distributor
      Agreement

            	
              

            	
              Page 13
      of 17

            	 
      
	 
      	 
      	
              REDACTED
      COPY

            




     

    
      	
            	
              D.

            	
              BETA
      agrees that it will hold in trust and strict confidence all such
      Confidential Information and will not use said information to the
      detriment of PROGINET in any manner; including, but not limited to,
      modifying, translating, disassembling, reverse engineering or reverse
      compiling the PRODUCTS.

            


    

     

     

    
      	
              15.

            	
              Miscellaneous

            


    

     

    
      	
            	
              A.

            	
              Neither
      PROGINET nor BETA shall, without the other party’s written consent,
      knowingly employ, solicit or offer employment to any employee, agent or
      contractor of the other party while BETA is providing services to such
      other party.

            


    

     

    
      	
            	
              B.

            	
              The
      Parties acknowledge that this Agreement, or portions thereof, and
      schedules thereto, and descriptions of any of the foregoing, may be
      required under applicable law to be disclosed in required public
      disclosure documents, or exhibits thereto, of PROGINET filed with the
      United States Securities and Exchange Commission (the “SEC”) or any
      securities exchange on which its securities are listed for
      trading.  Prior to such disclosure, and subject to the next
      sentence, PROGINET will inform BETA and will use commercially reasonable
      efforts to seek approval from the SEC or other applicable regulatory
      authority for the confidential treatment of certain confidential
      information identified by the Parties.  Prior to such
      disclosure, PROGINET shall request redaction of such portions of the
      Agreement or disclosure that BETA reasonably requests to be redacted,
      unless, in PROGINET’s judgment based on the advice of counsel, PROGINET
      concludes that such redaction request is inconsistent with PROGINET’s
      obligations under applicable law.

            


    

     

    
      	
            	
              C.

            	
              It
      is expressly agreed that in the event of any breach of this Agreement by
      either party hereto, the non-breaching party may not have an adequate
      remedy at law and therefore, the parties agree that, in addition to the
      other remedies, such aggrieved party shall be entitled to injunctive or
      other equitable relief to enforce the performance
  hereof.

            


    

     

    
      	
            	
              D.

            	
              Neither
      this Agreement nor any of BETA’S rights or duties hereunder shall be
      assigned or otherwise delegated or transferred by BETA without PROGINET’S
      prior written consent.

            


    

     

    
      	
            	
              E.

            	
              This
      Agreement creates no relationship of joint ventures, partners, associates
      or parties hereto acting as principals.  BETA is an agent for
      Proginet.

            


    

     

    
      	
            	
              F.

            	
              If
      any provision of this Agreement is found to be illegal, invalid or
      unenforceable, such finding shall not affect the legality, validity or
      enforceability of the other provisions of this
  Agreement.

            


    

     

    
      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

       

      DAL02:526304.3

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              

            	
              Distributor
      Agreement

            	
              

            	
              Page 14
      of 17

            	 
      
	 
      	 
      	
              REDACTED
      COPY

            




     

    
      	
            	
              G.

            	
              This
      Agreement and its exhibits shall constitute the entire agreement between
      the parties with respect to the subject matter hereof and supersedes all
      other agreements and understandings between the parties with respect to
      such subject matter.

            


    

     

    
      	
            	
              H.

            	
              This
      Agreement shall be governed by the laws of the State of New York, United
      States of America, without giving effect to principles of conflicts of
      laws, and any actions at law or arbitrations shall be venued in the State
      of New York.

            


    

     

    
      	
               
      

            	
              I.

            	
              Any
      provisions of this agreement that require either party to provide notice
      to the other shall only be met if the notice is in writing and delivered
      by a recognized international over night delivery service such as Federal
      Express or its competitors.

            


    

     

     

     

    
      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

       

      DAL02:526304.3

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              

            	
              Distributor
      Agreement

            	
              

            	
              Page 15
      of 17

            	 
      
	 
      	 
      	
              REDACTED
      COPY

            


    

     

     

    
      	
              16.

            	
              Signatures

            


    

     

    IN WITNESS WHEREOF, PROGINET
and BETA each has caused this Agreement to be executed on its behalf by its duly
authorized officer.

     

    
      	 
      
	
              Beta
      Systems Software AG

            	 
      	
              Proginet
      Corporation

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Signature:        ________________________

            	 
      	
              Signature:        ________________________

            
	
              Printed
      Name: Kamyar Niroumand

            	 
      	
              Printed
      Name: Sandy Weil

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Title:     CEO

            	 
      	
              Title:          President
      & CEO

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Signature:        ________________________

            	 
      	 
      	 
      	 
      
	
              Printed
      Name: Harald Podzuweit

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Title:     General
      Manager

            	 
      	 
      	 
      	 
      
	
              Business Line DCI /
      IDM

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Date:    October
      31, 2008

            	 
      	
              Date:         October
      31, 2008

            


    

    


     

    
      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

       

      DAL02:526304.3

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
             

          

        

      

    

     

    
      	
              

            	
              Distributor
      Agreement

            	
              

            	
              Page 16
      of 17

            	 
      
	 
      	 
      	
              REDACTED
      COPY

            




    
      	
              Attachment
      A:  Master Distributor Agreement
Terms

            


    

    Effective
Date:   October 1, 2008

    
      	
               Distributor
      Name

            	
              :

            	
               Beta
      Systems Software AG

            
	
               Distributor
      Organized Under Laws of

            	
              :

            	
               Germany

            
	
               Principal
      Place of Business

            	
              :

            	
               Berlin

            
	 
      	 
      
	
               Distributor
      Contact Information

            	
              :

            	
               Norbert
      Boenner

            
	 
      	 
      


    

    


    


    
      	
              (1)

            	
              Grant of
      Rights:

            	
               o
      Non-Exclusive

            	
               x
      Exclusive

            


    

     

    
      	 
      
	
              (2)

            	
              Products
      to be Distributed:

            


    

     

    
      	
               
      

            	
              x CyberFusion
      Integration Suite (“CFI”)

              x Harbor NSM and
      Harbor HFT (the “Harbor Products”)

            


    

     

    
      	 
      	 
      
	
              (3)

            	
              Term
      (From/To):

            	
              October
      1, 2008 to July 31, 2011

            	 
      
	 
      	 
      


    

     

    
      	
              (4)

            	
              BETA
      TERRITORIES: [***]

               

               

            	 
      
	
              (5)

            	
              Distributor
      Program Level Designation [***]

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
              (6)

            	
              License
      Revenue (LICENSE FEES) Split [***]

               

               

               

            	 
      
	 
      	 
      
	
               

              (7)

            	
               

              Maintenance
      Support Revenue (MAINTENANCE FEES) Split [***]

               

               

               

               

            	 
      


    

     

    
      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

       

      DAL02:526304.3

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

       

    

    
      
        
           


        

        
           


          
            

          

        

        
           


          
             

          

        

      

    

     

    
      	
              

            	
              Distributor
      Agreement

            	
              

            	
              Page 17
      of 17

            	 
      
	 
      	 
      	
              REDACTED
      COPY

            




    
      	 
      
	
              Beta
      Systems Software AG

            	 
      	
              Proginet
      Corporation

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Signature:        ________________________

            	 
      	
              Signature:        ________________________

            
	
              Printed
      Name: Kamyar Niroumand

            	 
      	
              Printed
      Name: Sandy Weil

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Title:     CEO

            	 
      	
              Title:     President
      & CEO

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Signature:        ________________________

            	 
      	 
      	 
      	 
      
	
              Printed
      Name: Harald Podzuweit

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Title:     General
      Manager

            	 
      	 
      	 
      	  
      
	
               Business Line DCI /
      IDM

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Date:    October
      31, 2008

            	 
      	
              Date:    October
      31, 2008

            


    

    

      [***]
Confidential Treatment Requested

      Confidential
portion omitted and filed separately with the Commission

       

      DAL02:526304.3

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    REDACTED
COPY

     

     

    


     

     

    


     

     

     

     

    


     

     

    Proginet
Corporation

     

     

    Distributor
Operating Manual

     

    


     

    


    


    Effective
Date:  October 1, 2008

     

     

    


    


    
      	 
      
	
              Beta
      Systems Software AG

            	 
      	
              Proginet
      Corporation

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Signature:        ________________________

            	 
      	
              Signature:        ________________________

            
	
              Printed
      Name: Kamyar Niroumand

            	 
      	
              Printed
      Name: Sandy Weil

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Title:     CEO

            	 
      	
              Title:    President
      & CEO

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Signature:        ________________________

            	 
      	 
      	 
      	 
      
	
              Printed
      Name: Harald Podzuweit

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Title:     General
      Manager

            	 
      	 
      	 
      	 
      
	
              Business Line DCI /
      IDM

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Date:    October
      31, 2008

            	 
      	
              Date:   October
      31, 2008

            


    

     

     

    
 

    [***]
Confidential Treatment Requested 

      
        

      

    

    
      Confidential
portion omitted and filed separately with the Commission

       

      Distributor
Operating Manual_V6_7172008

      


    

    Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                

              	
                Distributor
      Operating Manual

                Attachment
      B to Distributor Agreement

              	
                

              	
                Page 2
      of 25

              	 
      
	 
      	 
      	
                REDACTED
      COPY

              


      

    

     

     

    Table
of Contents

    


     

    
      	
              Introduction

            	 
      	
              3

            
	
              Preface

            	 
      	
              3

            
	
              Purpose

            	 
      	
              3

            
	
              Exhibit
      A

            	
              Distributor
      Forecast Report

            	
              4

            
	
              Exhibit
      B

            	
              Proginet
      Foreign Exchange Policy

            	
              5

            
	
              Exhibit
      C

            	
              Distributor
      Program Levels

            	
              6

            
	
              Exhibit
      D

            	
              Call
      Handling Process  .

            	
              7

            
	
              Exhibit
      E

            	
              Technical
      Support Severities and Escalations

            	
              8

            
	
              Exhibit
      F

            	
              Proginet
      Software License Agreement

            	
              9

            
	
              Exhibit
      G

            	
              Retail
      Price List

            	
              22

            
	
              Exhibit
      H

            	
              Contract
      Summary, Affirmation Form

            	
              23

            
	
              Exhibit
      I

            	
              Products
      and Trademarks

            	
              24

            
	
              Exhibit
      J

            	
              Termination
      Process

            	
              25

            


    

     

    


     

     

    


     

     

    

      [***]
Confidential Treatment Requested 

        
          

        

      

      
        Confidential
portion omitted and filed separately with the Commission

         

        Distributor
Operating Manual_V6_7172008

        


      

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 3
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                




      

    

     

    Introduction

     

    The
purpose of this manual is to provide you with the information and processes you
need to successfully drive sales campaigns and effectively conduct business with
Proginet.  Welcome to the Proginet Family!

     

     

    Preface

     

    This
manual has been issued by Proginet Corporation for the exclusive and
confidential use of Proginet’s authorized Distributors.

    


    This
manual has been issued as follows:

    


    
      	 	
              To:

            	 
      
	 	
              Date
      Issued:

            	 
      


    

    


     

    Purpose

     

    The
purpose of this manual is to provide the relevant data for the Distributor to
execute and perform – consistent with the terms of the Distributor Agreement
entered into by both parties.  This document also outlines the set of
procedures and operational guidelines that establish and define the
responsibilities of both the Distributor and Proginet.  Additionally
this manual explains what needs to be accomplished by both parties in regards to
programs, implementation and execution plans to obtain and achieve set
goals

     

     

    
 

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      
        Confidential
portion omitted and filed separately with the Commission

         

        20081028_Beta_DistributorOperatingManual_V5_Redacted

        


      

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 4
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                


        

         

         

      

    

    Exhibit
A    Distributor Forecast Report

     

     

    Following
is the Distributor Forecast Report that must be submitted by each distributor at
least once each calendar month no later than the tenth of each
month.  Kindly follow the guidelines listed at the bottom while
completing the report.

     

    Sales
Leads

     

    A sales
lead is a person who has expressed interest in a Proginet product and is in the
early stages of evaluation (research gathering, etc). Proginet tracks sales
leads through SalesForce.com.  As a member of the Proginet partner
family you will be provided with a SalesForce.com Partner Portal ID and
password. Any leads received in your territory will be passed to you through the
SalesForce.com Partner Portal.  Here you will be able to track any and
all information relating to the lead and sales follow-up. In accordance with the
Distributor Agreement SalesForce.com leads must be updated at least once each
month.

     

    Once this
lead shows true interest in the Proginet solution it will be converted to an
opportunity.  When a lead is converted to an opportunity, please
follow the process below to update your account executive.

     

     

    Sales
Opportunities

     

     Proginet considers a
sales opportunity as any account with a need that is likely to
purchase.  This stage is reached when one of the following three
actions occurs. Please denote all open opportunities on the form listed below,
or a similar version, and provide this information to your account executive on
a monthly basis

     

    
      	
               
      

            	
              1)

            	
              The
      client and sales representative engage in a conference call with technical
      resources

            


    

    
      	
               
      

            	
              2)

            	
              The
      client requests a web based presentation and
  demonstration

            


    

    
      	
               
      

            	
              3)

            	
              The
      client requests an in-person
meeting

            


    

    


    
      	
              Distributor
      Name:

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Forecast
      Date:

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Customer
      / Prospect

            	
              Product

            	
              Probability
      (%)

            	
              Expected

              Close

              Date

            	
              Lead
      Source

            	
              #
      Of

              Licenses

            	
              POC

              Start

              Date

            	
              Reason

              Won
      or

              Lost

            	
              Total

              Amount

              of
      Sale

            	
              Comments

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Total

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Legend:

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Reason Lost: LP = Lost
      On Pricing / TS = Technical Shortcomings / NB = No Budget /C = Lost To
      Competition / PPI = Project Postponed Indefinitely / OC = Organizational
      Change

            
	
              Reason Won: WP = Won On
      Price / TF = Technical Features / BC = Better Than Competition / S =
      Support / EC = Enhancement Committed / BN = Met Business
    Need

            
	
              Source: CC = Cold Call /
      CI = Call In / DM = Direct Mail / EC = Existing Customer / MA = Magazine
      Add / MS= Microsoft / PR = Personal Relationship / TS = Trade Show / W =
      Web

            


    

    


     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      
        Confidential
portion omitted and filed separately with the Commission

         

        20081028_Beta_DistributorOperatingManual_V5_Redacted

        


      

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 5
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                




      

    

     

    Exhibit
B                                Proginet
Foreign Exchange Policy 

     

    The
Need

    In a
growing number of instances, Proginet Distributors need to price and negotiate
contracts in a foreign currency (local currency), not US
Dollars.  Since local currencies constantly fluctuate in relationship
to US Dollars, a policy is needed to specifically define the rules of dealing
with local currencies from the time that an initial price is proposed to a
prospect thru the actual collection and remittance of funds for new license fees
and maintenance fees.

    


     

    When
this Policy Applies

     

    This
policy applies when a Software License Agreement (SLA) is denominated in any
currency other than US Dollars.  In these instances, the distributor
must submit the SLA to Proginet in conjunction with a Distributor Affirmation
Form.  The customer will make all license and maintenance payments to
the Distributor or Proginet’s designated payment agent in this
currency.   If an SLA is denominated in US Dollars, all of the
standard procedures outlined in the Distributor Agreement apply and this Policy
does not apply.

    


     

    Summary

     

    This
policy sets standards for local currency pricing decisions at four checkpoints
during the sales cycle:

    


    
      	
               
      

            	
              (1)

            	
              The
      Quote Date: the day upon which a price quote is given to a
      customer

            


    

    
      	
               
      

            	
              (2)

            	
              The
      Contract Date: the day that the SLA is
signed

            


    

    
      	
               
      

            	
              (3)

            	
              The
      Payment Date: the day that the license and first maintenance payment is
      made to the Distributor

            


    

    
      	
               
      

            	
              (4)

            	
              The
      Anniversary Date:  the anniversary date of the SLA which is the
      date upon which annual software maintenance payments are
    due

            


    

    


     

    Policy
Details

     

    
      	
               
      

            	
              1.

            	
              The Quote
      Date – This is the date that the distributor issues a price quote
      to a prospect.  This price quote will be in local currency and
      all price negotiations will be in local currency.  There are two
      ways that the distributor can obtain the
price:

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      first is via the official Proginet list price converted into the local
      currency.

            


    

    
      	
               
      

            	
              b.

            	
              The
      second way is to request a price quote from Proginet.  This is
      used when a distributor wants to offer a discount to a potential customer
      for a specific opportunity.  The distributor will request a
      quote and Proginet will fax or email the quote to the distributor
      containing all of the terms upon which Proginet will approve the price for
      this opportunity.  This quote will be valid for 90 days unless
      otherwise specified.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      Contract Date – This is the actual date that the contract is signed
      by the customer.  Proginet will apply the currency conversion
      rate as of this date for internal booking purposes.  When the
      exchange rate is applied to the local currency quote, it will yield the
      license fees and maintenance fees in US
Dollars

            


    

    


    
      	
               
      

            	
              3.

            	
              The Payment
      Date – This is the date that the distributor actually receives
      payment from the customer.  This date may be 30 to 60 days from
      the Contract Date.  The distributor is obligated to remit to
      Proginet its share of the revenues in the local currency within a
      timeframe in the distribution agreement.  The revenue sharing
      percentages as detailed in the distribution agreement will be used to
      calculate the license and maintenance fees to be remitted to Proginet for
      this contract.  The amount to be booked in US Dollars will be
      the amounts calculated on the Contract Date.   By the time
      the distributor receives the payment in local currency, the exchange rate
      may have gone up or down in terms of US dollars.  Proginet will
      apply this difference internally according to US GAAP, whether the amount
      increases or decreases.

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      Anniversary Date – This is the annual date as measured from the
      Contract Date and applies to maintenance renewal.  It is
      customary that the distributor will invoice the customer for annual
      maintenance prior to this date.  The amount to be invoiced will
      be the maintenance fees as stipulated in the SLA plus any applicable
      annual increases.  The SLA must stipulate that annual
      maintenance will be due in local currency as long as the fluctuation in
      the exchange rates from the contract date to the anniversary date is not
      greater than 15%.  If the exchange rate is greater than 15%,
      Proginet will work with the Distributor to develop a maintenance amount
      fair to all parties.

            


    

    


    The
annual maintenance fee will be billed in local currency.  The
distributor is obligated to remit to Proginet its share of the revenues in the
local currency within a timeframe in the distribution agreement.  The
revenue sharing percentages as detailed in the distribution agreement will be
used to calculate the license and maintenance fees to be remitted to Proginet
for this contract.  The amount to be booked in US Dollars will be the
amounts calculated on the Contract Date.   By the time the
distributor receives the payment in local currency, the exchange rate may have
gone up or down in terms of US dollars.  Proginet will apply this
difference internally according to US GAAP, whether the amount increases or
decreases.

     

     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      
        Confidential
portion omitted and filed separately with the Commission

         

        20081028_Beta_DistributorOperatingManual_V5_Redacted

        


      

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 6
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                


        

      

    

    


     

    Exhibit
C                                Distributor
Program Levels

     

    


    Proginet
has two distributor program levels.  All partners are responsible for
the following tasks, regardless of program level, if any:

     

    
      	
               
      

            	
              1)
      Lead generation, getting potential customers that will use the
      software

            


    

     

    
      	
               
      

            	
              2)
      RFI/RFP Response

            


    

     

    
      	
               
      

            	
              3)
      Trial support

            


    

     

    
      	
               
      

            	
              4)
      Contract negotiations, getting the customer to sign the contract for the
      sale.

            


    

     

     

    The
program levels are defined in order to best serve and support distributors as
well as customers of Proginet Products. The Program levels are as follows: [***]

     

     

     

     

     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      
        Confidential
portion omitted and filed separately with the Commission

         

        20081028_Beta_DistributorOperatingManual_V5_Redacted

        


      

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 7
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                




      

    

    


     

    Exhibit
D                                Call
Handling Process [***- omitted 4
pages]

     

     

     

     

     

    
 

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      
        Confidential
portion omitted and filed separately with the Commission

         

        20081028_Beta_DistributorOperatingManual_V5_Redacted

        


      

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 8
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                


        

         

        


      

    

    Exhibit
E                                Technical
Support Severities and Escalations

     

     

    
      Proginet
Technical Support Severities and Escalations

    

    
      


      The
purpose of this document is to give an understanding to Customers and
Distributors of Proginet how the Technical Support process at Proginet
works.  In this document you will find the priorities given to a
support issue, the expected response times for each Severity, the levels of
support and the escalation process.

    

    
      


      
        
          
Definition
of support Severity - [***-omitted 2 pages]

      

    

     

     

     

     

     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      
        Confidential
portion omitted and filed separately with the Commission

         

        20081028_Beta_DistributorOperatingManual_V5_Redacted

        


      

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 9
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                




      

    

     

     Exhibit
F                                Proginet
Software License Agreement

     

    


    THIS
SOFTWARE LICENSE AGREEMENT (“SLA”), including any “Schedules” or “Addenda”
referred to and incorporated herein, by and between Proginet Corporation (“Licensor”),
having a principal place of business at 200 Garden City Plaza, Garden City, New
York 11530 (USA), and _________________________________, (together with its
subsidiaries and affiliates, “Licensee”), having a principal place of business
at ______________________________________________ , sets forth the terms and
conditions under which Licensor agrees to license certain computer software and
online or electronic documentation (“Licensed Product(s)”) to Licensee,
effective as of ________________(“Effective Date”).

     

    


     

     

    1.           SOFTWARE
LICENSE GRANT

     

    A.           Licensor
grants to Licensee and Licensee hereby accepts from Licensor, upon terms and
conditions hereinafter set forth, non-exclusive, perpetual right and license,
without the right to grant sublicenses, to use the Licensed Product(s)
identified on Schedule “A”, Licensed Product(s) and Fees Schedule.

     

    B.           Licensee
may not assign or otherwise transfer the Licensed Product(s) or otherwise convey
any rights or obligations under this SLA.  In the event of
acquisition, divestiture, merger or such other corporate event, whereby,
Licensee is not the surviving entity with more than 50% ownership, the License
granted herein is terminated and any continued use of the Licensed Product(s)
requires a new SLA.

     

    C.           The
Licensed Product(s) may only be used by and for the
Licensee.  Licensee will not use, or permit the Licensed Product(s) to
be used, in any manner, directly or indirectly, which would permit any person or
entity other than the Licensee to have use of the Licensed Product(s) provided,
however, that Licensee may permit its consultants and contractors (including
outsourcing agents) to access and use the Licensed Product(s) in accordance with
this SLA.  Such consultants and contractors must have agreed in
writing to confidentiality restrictions with respect to the Licensed Product(s)
that are consistent with those in the SLA, and Licensee shall ensure their
compliance.

     

    D.           Each
license granted under this SLA for the Licensed Product(s) as denoted on
Schedule “A”, Licensed Product(s) and Fees Schedule, authorizes the Licensee to
use the Licensed Product(s) in machine-readable form as set forth on Schedule
“A”.

     

    E.           Licensee
may install Licensed Product(s) on a "disaster recovery" machine, as necessary
and appropriate, to support Licensee's use of Licensed Product(s) in case of an
emergency.  Licensor will assign Licensee an additional security key,
as necessary, to enable Licensee to use such Licensed Product(s) on the
"disaster recovery" system.  Such use of Licensed Product(s) is
limited to disaster circumstances and/or during testing and preparation for
"disaster recovery" circumstances only.  The emergency use of the
Licensed Product(s) can be on Licensee or non-Licensee CPU's.  Such
use of Licensed Product(s) during a disaster does not authorize simultaneous
uses of Licensed Product(s) in primary and backup situations. Licensee must
provide timely written notice to Licensor on all such usage.

     

     

     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      
        Confidential
portion omitted and filed separately with the Commission

         

        20081028_Beta_DistributorOperatingManual_V5_Redacted

        


      

      Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com


    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 10
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                




      

    

    F.           Licensee
may move, replace or upgrade the CPUs upon timely written notice to
Licensor.  At the time a CPU is moved, replaced or upgraded, subject
to any upgrade fee, such upgrade or new CPU is automatically granted to Licensee
per the conditions set forth in the SLA, if such use of the License Product on
the former machine is terminated prior to its use on the new CPU.

     

    G.           Licensee
may, from time to time, order additional licenses to permit a previously
Licensed Product(s) to be expanded.  Such additional orders will be
subject to acceptance by the Licensor in accordance with the terms contained
herein, and such acceptance will not be unreasonably withheld, delayed or
conditioned.  Licensor will grant additional licenses by supplements
to this SLA.

     

    H.           Licensee
is not granted right to install Licensed Product(s) on any CPU's except those
specifically provided for herein, and as specified on Schedule
A.  Testing systems are specifically excluded from use of Licensed
Product(s), unless specifically licensed and included on Schedule
A.

     

     

    2.           OWNERSHIP

     

    A.           Licensee
acknowledges that the Licensed Product(s), including all patents, copyrights,
trade secrets, trade/service marks, and any other rights, titles and interests
therein are the sole property of Licensor and that Licensee shall gain no right,
title or interest therein by virtue of this SLA other than that expressly
granted in Article ‘1’, hereof.

     

    B.           The
Licensed Product(s) may include SSH security protocol software, from 3SP Ltd
(http://3sp.com)
Copyright © 2002-2006 3SP Ltd.  If the 3SP Software is included in the
shipped product, Proginet shall provide such designation in the Licensed
Product(s), as required by the vendor.

     

    C.           Licensee
acknowledges that Licensed Product(s) may contain "open source" code and that
Licensor disclaims ownership and/rights related to such code.  In
instances where such open code is included in Licensed Product(s), Proginet
warrants that such disclosures are provided in the Licensed
Product(s).

     

     

    3.           LICENSE
FEES

     

    Licensee
shall pay directly to Licensor, or Licensor’s designee (if so designated by
Licensor on Schedule “A”), all license fees due hereunder as specified in
Schedule “A” ("Total Fee"), within thirty (30) days of invoice
receipt.  Late undisputed payments will be subject to a service
charge, subject to applicable law, not exceeding one percent (1%) per
month.  Licensee agrees to be responsible for and to pay any
applicable sales, personal property, use, VAT, excise tax, withholding or any
other usual and customary taxes that may be imposed, based on its use of the
Licensed Product(s).  Licensee agrees to make direct payments of such
taxes or, where applicable, reimburse Licensor for payments it makes on behalf
of Licensee, provided that such taxes are separately invoiced to
Licensee.  The provisions of this Article shall survive termination of
this SLA.

     

     

    [***]
Confidential Treatment Requested 

      
        

      

    

    Confidential
portion omitted and filed separately with the Commission

    
       

      Distributor
Operating Manual_V6_7172008

       

    

     Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 11
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                




      

    

     

    4.           MAINTENANCE
AND SUPPORT SERVICES

     

    Maintenance
and Support Services ordered on Schedule “A” or on
subsequent  supplements to this SLA, shall be provided under the terms
and conditions set forth in Schedule “B”, Maintenance and Support
Services.

     

     

    5.           LIMITED
WARRANTY

     

    A.           Licensor
warrants to Licensee that the Licensed Product(s) will materially conform to
Licensor’s then current documentation from the Effective Date of this SLA and
thereafter so long as Licensee continues to subscribe to and pay for Maintenance
and Support Services as specified in Schedule “B” of this SLA.

     

    B.           Licensor
warrants the Licensed Product(s) is free from computer viruses, bugs, Trojan
horses or worms introduced as a result of the gross negligence or intentional
acts of Licensor, its agents or employees and that Licensor, its agents or
employees will not embed any device in the Licensed Product(s) or, except as set
forth in this SLA, take any action to disrupt or terminate its operation of such
Licensed Product(s).

     

    C.           Licensor
represents and warrants that (i) Licensor has all the necessary rights and
authority to enter into this SLA; (ii) Licensor has full title to and ownership
of the Licensed Product(s) and is entitled to grant the licenses set forth in
this SLA; (iii) this SLA does not violate any previous agreement between
Licensor and any third party; and (iv) the Licensed Product(s) supplied in this
SLA shall not infringe or misappropriate any intellectual property rights or
laws.

     

    D.           Licensor’s
sole obligation in respect of a breach of any warranty set forth in Section 5A
shall be, at Licensor’s option and sole expense, to: (i) modify or replace the
Licensed Product(s) so as to avoid such breach, (ii) correct any defective
performance or (iii) refund a pro-rata portion of the initial License Fees
paid.  Licensee shall give Licensor prompt, timely and reasonably
detailed written notice and particulars of any claims as may be alleged or arise
under the foregoing warranties.  Licensor shall have sole control over
the defense and settlement of any infringement claim and any negotiations for
the settlement, disposition, or compromise thereof.

     

    E.           Both
parties agree that, except as provided in this Article, both parties’ liability
for direct damages, if any, shall not exceed the initial License Fees paid to
Licensor by Licensee for use of the Licensed Product(s) under this
SLA.  No action, regardless of form, arising out of this SLA may be
brought by either party more than two (2) years after reasonable date of
discovery.

     

    F.           THE FOREGOING CONDITIONS AND WARRANTIES
ARE IN LIEU OF ALL OTHER CONDITIONS AND WARRANTIES, EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

     

     

    6.           LIMITATION
OF REMEDIES AND DAMAGES

     

    IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT,
PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES, WHETHER FORESEEABLE OR
UNFORESEEABLE.  BOTH PARTIES’ LIABILITY FOR DAMAGES, REGARDLESS OF THE
FORM OF ACTION, SHALL IN ANY EVENT BE LIMITED TO NOT MORE THAN THE AGGREGATE
LICENSE FEES ACTUALLY DUE AND/OR RECEIVED BY LICENSOR FROM LICENSEE UNDER THIS
SLA.

     

     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      Confidential
portion omitted and filed separately with the Commission

      
         

        Distributor
Operating Manual_V6_7172008

         

      

       Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 12
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                




      

    

     

    7.           ESCROW
OF SOURCE CODE

     

    A.           Licensor
shall deposit with an independent escrow agent in the United States ("Escrow
Agent") a current version and one previous version of the source code for the
Licensed Product(s) ("Source Code") pursuant to a customary form of escrow
agreement as used in the industry, if Licensee pays the annual escrow fee,
specified on Schedule A.  Licensor's current Escrow Agent is Iron
Mountain Intellectual Property Mgmt, 2100 Norcross Parkway, Norcross,
GA  30071.

     

    B.           Licensor
shall update the copy of the Source Code of the Licensed Product(s), including a
copy of the documentation associated therewith, as new versions of the Licensed
Product(s) are released, and no less frequently than once per
year.  Provided that Licensee is in compliance with the terms of this
SLA and has paid the escrow fees specified in Schedule “A” hereto, Licensor
shall promptly cause Licensee's name and business address to be listed with the
Escrow Agent as a party entitled to certain rights of access pursuant to the
terms set forth herein.  Escrow Agent shall provide Licensee with
notice that Licensee has been listed with Escrow Agent.

     

    C.           If
Licensor, whether directly or through a successor or affiliate, shall cease to
be in the software business,  or if Licensor should be declared
bankrupt or insolvent by a court of competent jurisdiction, Licensee shall have
the right of access to the Source Code on deposit with the Escrow Agent and the
Escrow Agent shall have the right and obligation to release, on written demand,
the Source Code of the Licensed Product(s) to Licensee, provided, however, that
Licensee does not infringe on Licensor’s rights and that Licensee shall take all
reasonable and necessary steps to safeguard the confidentiality of the Source
Code.

     

    D.           It
is understood that ownership of and title to the Source Code with respect to the
Licensed Product(s), and all copyright, trademarks, and trade secrets relating
thereto shall at all times belong to and remain with Licensor, and that any
release to Licensee of the Source Code is only made as an accommodation to
Licensee and nothing thereby shall be deemed to vest any ownership or title
thereof to Licensee.

     

    E.           If
any default which would entitle Licensee to access to the Source Code as
provided herein is cured, Licensee shall return the Source Code and all copies
thereof to the Escrow Agent.  Under no circumstances is Licensee
permitted to give access of any kind to the Source Code to any other
party.

     

     

    8.           GENERAL
CONDITIONS

     

    A.           Licensee
agrees not to reproduce, copy, or duplicate all or any part of the Licensed
Product(s), except for backup, disaster recovery or archival purposes, as
provided for solely in this SLA.

     

    B.           Licensee
shall provide reasonable commercial assistance to Licensor in the prosecution of
any third parties who are or may be in violation of this
SLA.  Licensor shall bear any associated costs and expenses provided
the disclosure was not committed by Licensee, or an authorized sub-contractor of
Licensee.

     

     

     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      Confidential
portion omitted and filed separately with the Commission

      
         

        Distributor
Operating Manual_V6_7172008

         

      

       Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 13
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                




      

    

     

    C.           Any
notice or other communication required or permitted hereunder shall be given to
the other party at such address as shall be given by either party to the other
in writing.  Such notice shall be deemed to have been given when
delivered personally, sent via certified mail (return receipt requested), or by
a recognized air courier service.

     

    D.           If
the license to use the Licensed Product(s) is terminated or canceled for cause,
Licensee's right and license to use the Licensed Product(s) immediately
ceases.  Licensee agrees that it will not use the Licensed Product(s)
in any manner after the termination/cancellation date, and Licensee further
agrees that the Licensed Product(s) will be erased by the Licensee from the
Site.  Licensee will either destroy all copies of the Licensed
Product(s) or return them to Licensor, at its own expense, and will not retain
any copies of the Licensed Product(s), except pursuant to subsection A of this
Article.  Licensee shall certify in writing to Licensor within thirty
(30) days after termination/cancellation that Licensee has fully complied with
this paragraph.

     

    E.           This
SLA may not be modified, except by a written modification to this SLA signed by
duly authorized representatives of both parties.

     

    F.           In
the event that any one or more of the provisions contained herein shall for any
reason be held to be unenforceable in any respect under the laws of the State of
New York, such enforceability shall not affect any other provision of this SLA,
but this SLA shall then be construed as if such unenforceable provision or
provisions had never been contained herein.

     

    G.           Licensee
agrees that Licensor may use Licensee’s name and logo to identify Licensee as a
customer of Licensor on Licensor’s website, and as a part of a general list of
Licensor’s customers.  The content of any press release identifying
Licensee as a customer of Licensor will be subject to Licensee’s prior written
approval.

     

     

    9.           NONDISCLOSURE

     

    Each
party agrees that all Confidential Information relating to the other party
disclosed either before or after execution of this SLA, including but not
limited to any source code of the Licensed Product(s), is confidential and/or
proprietary and constitutes a valuable work product and/or property right of the
disclosing party or its affiliates.  Each party agrees not to remove
or destroy any proprietary markings or legends on or contained within the
Confidential Information and/or any related materials.  Each party
agrees that it will hold in strict confidence all such Confidential Information
and will not use said information to the detriment of the disclosing party in
any manner; including, but not limited to, modifying, translating,
disassembling, reverse engineering or reverse compiling the Licensed
Product(s).  Each party also agrees that Confidential Information
and/or any other proprietary information pertaining to the other party will not
be disclosed to anyone other than those employees, agents, consultants, third
parties, and representatives who require it in order to carry out their
responsibilities.  Obligations of nondisclosure shall not extend to
information or data relating to the Confidential Information which (a) are now
available to the general public; or (b) is hereafter furnished to either party
by a third party as a matter of right and without restriction on
disclosure.  In addition, both parties agree to employ any additional
procedures necessary for preserving the confidentiality of the other party's
Confidential Information as they employ in the protection of their own similar
confidential and proprietary information.  The obligations of this
Article shall survive the termination of this SLA.

     

     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      Confidential
portion omitted and filed separately with the Commission

      
         

        Distributor
Operating Manual_V6_7172008

         

      

       Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 14
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                




      

    

     

    10.           AUDIT

     

    Licensor
reserves the right to periodically, up to one year after termination, audit
Licensee to ensure that Licensee is not using the Licensed Product(s)
inconsistent with the terms of this SLA.  The records will be made
available for inspection by Licensor during the term of this SLA or any renewal
thereof, not more frequently than once per year, during Licensee's reasonable
business hours and upon reasonable written notice by Licensor or its
nominees.  Licensor’s cost of any requested audit will be solely borne
by Licensor unless Licensee is shown to have materially failed to honor payment,
use or other obligations undertaken pursuant to this SLA in which event the cost
and expenses of such audit shall be borne by Licensee.

    


     

    11.           PATENT
AND COPYRIGHT INFRINGEMENT

     

    Licensor
shall defend, indemnify, and hold Licensee and its officers, directors, agents
and employees harmless for,  from, and against any and all claims
arising out of or relating to infringement by Licensed Product(s) of any United
States or European patent, copyright, trademark, trade secret or other
intellectual property right, provided Licensor is promptly notified of any and
all threats, claims and proceedings related to thereto and give reasonable
assistance and the opportunity to assume sole control over the defense and all
negotiations for a settlement or compromise; provided, however, that Licensor
may not without Licensees prior written consent, agree to any settlement or
compromise which would have the effect of imposing obligations on Licensee.
Licensor will not be responsible for any settlement it does not approve in
writing.  THE FOREGOING IS IN LIEU OF ANY WARRANTIES OF INFRINGEMENT,
WHICH ARE HEREBY DISCLAIMED.  The forgoing obligation of Licensor does
not apply with the respect to the LICENSED PRODUCT(s) or portions or components
thereof (i) not supplied by Licensor, (ii) made in whole or in part in
accordance to Licensee specifications, (iii) which are modified by Licensee
after shipment by Licensor, if the alleged infringement relates to such
modifications, (iv) combined by Licensee with other products, processes or
materials where the alleged infringement relates to such combination, (v) where
Licensee continues allegedly infringing activity after being notified thereof or
after being informed of modifications that would have avoided the alleged
infringement, or (vi) where the Licensee’s use of the LICENSED PRODUCT(s) is
incident to an infringement not resulting from the LICENSED PRODUCT(s) or is not
in accordance with the SLA.

    


     

    12.           GOVERNING
LAW

     

    This SLA
shall be governed by and interpreted in accordance with the laws of the State of
New York, county of Nassau, United States of America, except for that body of
laws of the State of New York commonly referred to as the Conflicts of Laws
rules.

     

     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      Confidential
portion omitted and filed separately with the Commission

      
         

        Distributor
Operating Manual_V6_7172008

         

      

       Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 15
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                


        

      

    

    


     

    13.           COMPLIANCE
WITH LAWS

     

    Licensee
shall maintain compliance with all applicable laws and regulations applicable to
its use of the Licensed Product(s) in the countries in which the Licensed
Product(s) are used (”Sites”).  Licensee shall cooperate fully and
promptly with Licensor to enable Licensor to fully comply with all United States
laws and laws of any country in which the Sites are located, including but not
limited to, all United States laws and regulations relating to the control of
exports of the transfer of technology to, into, within or out of such
countries.  Licensee hereby acknowledges that this SLA and the
performance thereof is subject to compliance with any and all applicable United
States laws, regulations or orders relating to the export or re-export of
computers, computer software or know-how relating hereto.

    


     

    14.           TERMINATION
OF LICENSE

     

    This SLA
is effective until terminated.  The SLA will terminate if Licensee
fails to cure any material breach of this SLA or any other portion of the SLA of
which it is a part within thirty (30) days of receiving notice of such breach
from Licensor.  Upon termination, Licensee shall immediately cease all
use of the Licensed Product(s) as specified in Section 8D.  Except for
the SLA and except as otherwise expressly provided herein, the terms of Articles
6, 9 and 11 of the SLA shall survive termination.  Termination is not
an exclusive remedy and all other remedies will be available whether or not the
SLA is terminated.

    


     

    15.           ASSIGNMENT
BY LICENSOR

     

    This SLA,
and all rights and obligations of Licensor hereunder, may be assigned, pledged,
transferred, or otherwise disposed of, either in whole or in part, upon thirty
(30) days prior written notice to Licensee.  Such assignee must agree
in writing to abide by all terms and conditions of this SLA.  However,
no such assignment will impair any of the rights of Licensee's use of the
Licensed Product(s) hereunder.

    


     

    16.           SECURITY
KEY

     

    Licensee
acknowledges that a Security Key may be required to render the Licensed
Product(s) operational (the "Security Key").  The Security key may
also prevent the Licensed Product(s) from operation on any computer with a
serial number or model number different from those of the CPU's shown in
Schedule “A”.  Licensor may deliver a Security Key upon the Effective
Date of this SLA to Licensee. Any attempt, with Licensee’s knowledge,
facilitation, or consent, by any person other than an authorized representative
of Licensor to alter, remove, or deactivate the Security Key will be deemed a
fraud by such person upon Licensor and a material breach by Licensee of this
SLA.

     

     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      Confidential
portion omitted and filed separately with the Commission

      
         

        Distributor
Operating Manual_V6_7172008

         

      

       Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 16
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                




      

    

     

    17.           ENTIRE
AGREEMENT

     

    This SLA,
together with the Schedules annexed hereto and incorporated herein, constitute
the entire agreement between the parties for a license to use the Licensed
Product(s), and will become binding upon both parties  when signed by
authorized representatives of both Licensee and Licensor.  No
representation or statement not expressly contained in this SLA or any Schedules
incorporated herein will be binding upon either party
hereto.  Licensor shall not be bound by any additional provisions that
may appear in Licensee's purchase order, acknowledgment of the purchase order,
or any other communication or literature between Licensee and Licensor not
agreed to in writing by both parties.

    


    IN
WITNESS WHEREOF, Licensor and Licensee have caused this SLA to be executed by
their duly authorized representatives.  By signing hereon, each party
confirms that the representations made in this SLA are true and correct and
agrees to be bound by the terms and conditions of the SLA.  Each
individual signing this on behalf on an identified party below represents that
he or she has the requisite authority and power to execute this SLA on behalf of
the party so identified.

    


    
      	
              Licensee:

            	 
      	
              Licensor:
      Proginet Corporation

            
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	 
      	 
      	
              By:

            	 
      
	 
      	
              (Authorized
      Signature)

            	 
      	 
      	 
      	 
      	
              (Authorized
      Signature)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
              (Print
      Name of Person signing)

            	 	 	 	 	
              (Print
      Name of Person signing)

            
	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
              (Title)

            	 	 	 	 	
              (Title)

            
	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
              (Date)

            	 	 	 	 	
              (Date)

            


    

    


     

     

     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      Confidential
portion omitted and filed separately with the Commission

      
         

        Distributor
Operating Manual_V6_7172008

         

      

       Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com


    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 17
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                




      

    

     

    SCHEDULE
“A” - LICENSED PRODUCT(S) AND FEES SCHEDULE

     

    LICENSED
PRODUCT(S) & FEES

     

    
      	
              Qty/

              Seats

            	
              Product

              Number

            	
              Product
      (Description)

            	
              Unit
      Price

            	
              Software
      Price

            	
              Maintenance
      Price

              (___%)

            	
              Total
      Price

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Software
      Escrow Fee

            	 
      	 
      	 
      	 
      
	 
      	 
      	
              TOTAL
      FEE

            	 
      	 
      	 
      	
              US
      [***]

            


    

    


     

    
      	
               
      

            	
              LICENSED
      CPU’S (If applicable)

            


    

     

    
      	
              Product

            	
              CPU
      Name

            	
              Model
      No.

            	
              Serial
      Number

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    3.           Contact
Information:

     

    
      	
              Company
      Name:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Company
      Address:

            	 
      	 
      	 
      	
              Billing
      Address:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    
      	 
      	
              Business
      Manager

            	
              Technical
      Contact

            	
              Installment/Site
      Contact

            	
              Billing
      Contact

            
	
              Name:

            	 
      	 
      	 
      	 
      
	
              Title:

            	 
      	 
      	 
      	 
      
	
              Email:

            	 
      	 
      	 
      	 
      
	
              Phone
      Number:

            	 
      	 
      	 
      	 
      


    

    


    
      	
              Licensee:

            	 
      	
              Licensor:
      Proginet Corporation

            
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	 
      	 
      	
              By:

            	 
      
	 
      	
              (Authorized
      Signature)

            	 
      	 
      	 
      	 
      	
              (Authorized
      Signature)

            
	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              (Print
      Name of Person signing)

            	 
      	 
      	 
      	 
      	
              (Print
      Name of Person signing)

            
	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
              (Title)

            	 	 	 	 	
              (Title)

            
	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
              (Date)

            	 	 	 	 	
              (Date)

            


    

     

     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      Confidential
portion omitted and filed separately with the Commission

      
         

        Distributor
Operating Manual_V6_7172008

         

      

       Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com


    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 18
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                




      

    

     

    SCHEDULE
“B” - MAINTENANCE AND SUPPORT SERVICE

     

     

    1.           COVERAGE

     

    Licensor
or Designee of Licensor, as assigned on Schedule “A”, if applicable, will
provide Maintenance and Support Services (MSS) to Licensee for the Licensed
Product(s) as indicated on Schedule
"A".  Licensee will receive 7X24 support, excluding
Thanksgiving and Christmas.

    


     

    2.           MAINTENANCE
AND SUPPORT SERVICES

     

    MSS
consists of (a) Error Correction and Telephone Support to the Licensee
concerning software defects of the then current release of the Licensed
Product(s) and/or the Previous Sequential Release of Licensed Product(s)
and  (b) Product updates, consisting of one electronic copy of all
published revisions to the software documentation and one electronic copy of
revisions to the machine readable Licensed Product(s), which are not designated
by Licensor as new products for which it charges a separate fee.  All
product updates or new releases provided to Licensee shall be governed by the
terms of the SLA.

    


     

    3.           TERM
AND TERMINATION

     

    MSS shall
be provided for one year from the Effective Date on the SLA provided that
Licensee pays the Annual MSS fees specified on Schedule
"A".   MSS shall be automatically renewed and
extended  an additional year, effective on the anniversary of the
Effective Date of the SLA.  The occurrence of such automatic renewal
obligates Licensee to pay the additional MSS fee for the next MSS year unless
terminated by Licensee by written notice at least thirty (30) days prior to the
expiration of the then current term.

    


     

    4.           FEES
AND PAYMENT

     

    MSS is
the percentage stated on Schedule A of the software price and upon renewal, of
the then current software price .  For each component of the Licensed
Product(s) for which Licensee elects MSS, Licensee shall pay Licensor the
applicable MSS fee.  MSS fees will be billed on an annual basis,
payable in advance of the renewal anniversary date.  Licensee shall be
responsible for all taxes associated with MSS other than taxes based on
Licensor’s income.  Licensee’s payment is due within thirty (30) days
of receipt of the Licensor invoice or by the first day of the MSS
period.  In the event Licensee fails to pay Licensor within 60 days of
the due date, then to reinstate or renew MSS, Licensee must first pay Licensor
the annual MSS fee and a reinstatement charge of 25% of the annual MSS
fee.  If payment is not made within 90 days of the due date, MSS will
be renewed or reinstated only if Licensee relicenses the Software and pays all
applicable licensing and MSS fees.  Additionally, the annual MSS fee
will be adjusted on a pro-rata basis for any additions, or changes during the
previous twelve month period, to the Licensed Product(s).

     

     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      Confidential
portion omitted and filed separately with the Commission

      
         

        Distributor
Operating Manual_V6_7172008

         

      

       Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 19
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                


        

         

      

    

     

    5.           ERROR
SEVERITY LEVELS OF SERVICE

     

    Licensor
shall exercise commercially reasonable efforts to correct any software defects
reported by Licensee in the current or previously released and unmodified
release of the Licensed Product(s) in accordance with the priority level
reasonably assigned to such software defect.  The service levels are
established as Severity 1, Severity 2, and Severity 3.  The
definitions, levels of required response and resource commitments are as
specified on Schedule B - Exhibit 1.

     

     

    6.           EXCLUSIONS

     

    Licensor
shall have no obligation to support:

              

    
      	 	(a) 	Altered,
      damaged or modified Licensed Product(s):
	 	(b) 	
              Licensed
      Product(s) that is not a currently supported release;

            
	
            	
              (c)

            	
              Licensed
      Product(s) problems caused by Licensee’s negligence, abuse or
      misapplication, or other causes beyond the control of Licensor;
      or

            
	 	(d)  	
              Licensed
      Product(s) installed on any platform that is not supported by
      Licensor.

            


    

     

     

    7.           LIMITATION
OF LIABILITY

     

    Licensor’s
liability for damages from any cause of action whatsoever relating to Licensor’s
SLA to provide MSS shall be limited to the amount paid by Licensee for the
MSS.  In no event shall Licensor be liable for lost profits or other
special, incidental, consequential or exemplary damages, even if Licensor has
been notified of the possibility of such damages.

     

     

    8.           GENERAL

     

    Licensor
shall not be liable for any failure or delay in performance under this SLA due
to causes beyond its reasonable control.  Any illegal or unenforceable
provisions shall be severed from this SLA.  This SLA states the entire
agreement for Licensor’s provision of MSS to Licensee and may be amended only by
a written amendment executed by authorized representatives of both
parties.

     

    If
Licensor believes that a problem reported by Licensee may not be due to an error
in the Licensed Product(s), Licensor will so notify Licensee.  At that
time, Licensee may (1) instruct Licensor to proceed with problem determination
at its possible expense as set forth below or (2) instruct Licensor that
Licensee does not wish the problem pursued at its possible
expense.  If Licensee requests that Licensor proceed with problem
determination at its possible expense and Licensor determines that the error was
not due to an error in the Licensed Product(s), Licensee shall pay Licensor, at
Licensor’s then current and standard consulting rates, for all work performed in
connection with such determination or repair to the extent problems are not due
to errors in the Licensed Product(s).  Licensee will not be liable for
work performed under this paragraph in excess of its instructions nor shall
Licensee be liable for work performed after Licensee has notified Licensor that
it no longer wishes work on the problem determination to be continued at its
possible expense (such notice shall be deemed given when actually received by
Licensor).  If Licensee instructs Licensor that it does not wish the
problem pursued at its possible expense or if such determination requires effort
in excess of Licensee’s instructions, Licensor may, at its sole discretion,
elect not to investigate the error with no liability therefore.

     

     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      Confidential
portion omitted and filed separately with the Commission

      
         

        Distributor
Operating Manual_V6_7172008

         

      

       Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 20
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                




      

    

     

    THESE
TERMS AND CONDITIONS CONSTITUTE A SERVICE CONTRACT AND NOT A PRODUCT
WARRANTY.  ALL MATERIALS RELATED TO THE LICENSED PRODUCT(s) ARE
SUBJECT EXCLUSIVELY TO THE WARRANTIES SET FORTH IN THE SLA.

    


     

    9.           DEFINITIONS

     

    “Previous
Sequential Release” means the release of the Licensed Product(s), which has been
replaced, by a subsequent release of the same Licensed Product(s).

     

    “Telephone
Support” means technical support telephone assistance provided by Licensor to
the Technical Support Contact during normal business hours concerning the use of
the then current release of the Licensed Product(s) or the Previous Sequential
Release.

     

    


    
      	
              Licensee:

            	 
      	
              Licensor:
      Proginet Corporation

            
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	 
      	 
      	
              By:

            	 
      
	 
      	
              (Authorized
      Signature)

            	 
      	 
      	 
      	 
      	
              (Authorized
      Signature)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
               (Print
      Name of Person signing)

            	 	 	 	 	
              (Print
      Name of Person signing)

            
	
                                       

            	 
      	 
      	 
      	
                   

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
              (Title)

            	 	 	 	 	
              (Title)

            
	
                          

            	 
      	 
      	 
      	
            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
              (Date)

            	 	 	 	 	
              (Date)

            
	
                          

            	 
      	 
      	 
      	
               

            


    

     

    
 

     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      Confidential
portion omitted and filed separately with the Commission

      
         

        Distributor
Operating Manual_V6_7172008

         

      

       Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com


    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 21
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                




      

    

     

    Schedule
B - Exhibit I - Technical Support Severities and Escalations

     

     

    Definition
of support Severity [*** - omitted 2 pages]

     

     

     

     

     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      Confidential
portion omitted and filed separately with the Commission

      
         

        Distributor
Operating Manual_V6_7172008

         

      

       Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 22
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                




      

    

     

    Schedule
G – Retail Price List [*** - omitted 8 pages]

     

     

     

     

     

     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      Confidential
portion omitted and filed separately with the Commission

      
         

        Distributor
Operating Manual_V6_7172008

         

      

       Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 23
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                


        

         

        


      

    

    Exhibit
H                                Contract
Summary, Affirmation Form

    


     (Signed
Contract must be attached to this form)

    


    
      	
              Distributor
      Name:

            	 
      	
              Today’s
      Date:

            	 
      
	
              Customer
      Name:

            	 
      	
              Contract
      Date:

            	 
      
	
              Customer
      Address:

            	 
      	
              Contract
      Currency:

            	 
      
	 
      	 
      	 
      
	 
      
	
              Qty

            	
              CyberFusion

              Component
      / Platform

            	
              Unit
      Price

            	
              Total
      Price in Contract Currency

            	
              Exchange
      rate to $US

              (as
      agreed)

            	
              Total
      Price in $US

            	
              Amount
      due Proginet in $US

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Total
      Software Price:

            	 
      	 
      	 
      	 
      	 
      
	
              Maintenance:

            	 
      	 
      	 
      	 
      	 
      
	
              Software
      Escrow Fee:

            	 
      	 
      	 
      	 
      	 
      
	
              Total
      Fee:

            	 
      	 
      	 
      	 
      	 
      


    

    


    
      Customer
Contact Information:

    

    


    
      	
              Senior
      Management

            	 
      	 
      
	
              Name

            	 
      	
              Phone 
      

            	 
      
	
              Title

            	 
      	
              Email 
      

            	 
        
	
               

              Technical
      Contact

            	 
      	 
      
	
              Name

            	 
      	
              Phone 
      

            	 
      
	
              Title

            	 
      	
              Email 
      

            	 
      
	
               

              Administrative/
      Billing Contact

            	 
      	 
      
	
              Name

            	 
      	
              Phone 
      

            	 
      
	
              Title

            	 
      	
              Email 
      

            	 
      


    

    


     

    
      Distributor’s
Affirmation:

    

    


    This
affirms that the attached contract between the Distributor and Customer is in
compliance with all legal and business requirements of the Distributor Agreement
in effect between Proginet and the Distributor on the Contract Date stated
above.  Furthermore, the attached contract is consistent with
Proginet’s Standard License Agreement in all material aspects.

    


    


    
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Signature

            	 
      	
                  Printed
      Name, Title

            	 
      	
                  Date

            	 
      


    

    


     

    FAX
this form and the signed contract to  à  516
535-3601   Attention: Indirect Channels

     

     

     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      Confidential
portion omitted and filed separately with the Commission

      
         

        Distributor
Operating Manual_V6_7172008

         

      

       Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 24
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                




      

    

     

    Exhibit
I                                Products
and Trademarks

     

     

    Products

     

    


    
      	
               
      

            	
              ·

            	
              CyberFusion
      Integration Suite (CFI)

            


    

    
      	
               
      

            	
              o

            	
              CFI
      Platform Server

            


    

    
      	
               
      

            	
              o

            	
              CFI
      Internet Server

            


    

    
      	
               
      

            	
              o

            	
              CFI
      Command Center

            


    

    
      	
               
      

            	
              ·

            	
              CFI
      Slingshot

            


    

    


    


     

     

    Trademarks

     

    


    Proginet
has the following USPTO trademarks related to the CFI products:

    


    
      	
               
      

            	
              ·

            	
              CyberFusion

            


    

    
      	
               
      

            	
              ·

            	
              CyberFusion
      Integration Suite

            


    

    
      	
               
      

            	
              ·

            	
              CFI*

            


    

    


    *We claim
trademarks for certain descriptive names used along with the “CFI” trademark –
CFI Platform Server, CFI Internet Server, CFI Command Center

    


    We also
have permission to use the word “Slingshot” from the software company that holds
this trademark, and we define our product as CFI Slingshot.

     

     

     

     

    
 

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      Confidential
portion omitted and filed separately with the Commission

      
         

        Distributor
Operating Manual_V6_7172008

         

      

       Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        
          	
                  

                	
                  Distributor
      Operating Manual

                  Attachment
      B to Distributor Agreement

                	
                  

                	
                  Page 25
      of 25

                	 
      
	 
      	 
      	
                  REDACTED
      COPY

                




      

    

     

    Exhibit
J                                Termination
Process

     

    


    The
following section will be enacted upon Termination of this Agreement by PROGINET
or DISTRIBUTOR.

     

    
      	
              1.

            	
              All
      rights granted to DISTRIBUTOR under or pursuant to this Agreement shall
      immediately cease, except as otherwise specifically provided in this
      Section and DISTRIBUTOR will cease holding itself out as a DISTRIBUTOR of
      the PRODUCTS.  Upon the termination of this Agreement, the
      parties agree to continue their cooperation and to effect an orderly
      termination of their relationship.  This will include
      DISTRIBUTOR being allowed to pursue and conclude all business, which was
      duly forecasted before termination and is likely to be closed within
      thirty (30) days of termination
notification.

            


    

     

    
      	
              2.

            	
              All
      existing software license agreements and maintenance agreements shall be
      fully vested in PROGINET upon occasion of renewal, and DISTRIBUTOR shall
      have no further rights therein.  DISTRIBUTOR shall provide a
      complete list of all customers using Proginet products, including what
      products and platforms are in use.  Upon PROGINET’s specific
      request, notify all existing CLIENT (S) and/or users of the PRODUCTS in
      the TERRITORY that such CLIENT (S) and/or users agreements run directly
      with PROGINET, and that all further payments and communications should be
      directed to PROGINET.  In addition, PROGINET shall have the
      right to directly communicate such termination to all CLIENT (S) and
      assume full contact with such CLIENT (S) AND PROGINET shall have the right
      to contact CLIENT (S) and instruct that all SOFTWARE LICENSE FEES and
      MAINTENANCE FEES should be paid directly to PROGINET, DISTRIBUTOR shall
      immediately pay to PROGINET any amounts then owing from DISTRIBUTOR to
      PROGINET, including any pro rata maintenance monies that have not been
      earned by DISTRIBUTOR.

            


    

     

    
      	
              3.

            	
              Unless
      otherwise agreed to in writing, or as specified above by PROGINET,
      DISTRIBUTOR shall immediately, as customer servicing is completed, return
      to PROGINET all of the following which, on the date of expiration or
      termination, are in DISTRIBUTOR’S possession or under its control: (i) all
      originals and copies of all PRODUCTS literature, price lists, customer
      lists, customer license and maintenance agreements, technical data
      PRODUCTS samples, drawings, designs and all documents and electronic media
      containing CONFIDENTIAL INFORMATION except those, if any, which
      DISTRIBUTOR is entitled to retain under DISTRIBUTOR’S LICENSE AGREEMENT;
      and (ii) a complete list of the names and addresses of all CLIENT(S) for
      whom DISTRIBUTOR is then supporting any of the PRODUCTS, additionally, The
      maintenance payments made by customers during the period of the
      distributor agreement, must be properly apportioned for the time of
      support provided by each of the parties.  Under the Generally
      Accepted Accounting Principles (GAAP) guidelines, maintenance is
      categorized as Unearned monies that are earned for each month of covered
      support.  Therefore the monies recognized each month from the
      payment are one twelfth of the total amount paid.  By the end of
      the year for which maintenance is purchased, all monies are thereby
      recognized.

            


    

     

    All
customer maintenance covered by the terminating agreement will be broken out to
show the amount of monies earned by each party.  This chart will then
show what payments are required by the Partner to Proginet, or by Proginet to
the Partner.

     

    Any
maintenance that is not current and is late will be due and payable to the other
party upon the signing of the letter of termination.

     

    Payment
will be made by the appropriate party within thirty days of signing the Letter
of Termination.

     

    
      	
              4.

            	
              Together
      with the materials described above, DISTRIBUTOR shall deliver to PROGINET
      a document duly executed on behalf of DISTRIBUTOR certifying that no such
      materials are in DISTRIBUTOR’S possession or under its control DISTRIBUTOR
      shall also deliver to PROGINET as soon as possible any of the foregoing
      materials that come into DISTRIBUTOR’S possession or under its control
      after the expiration or termination of this
  Agreement.

            


    

     

    
      	
              5.

            	
              DISTRIBUTOR
      shall immediately cease holding itself out as a representative of
      PROGINET, shall destroy all advertising and promotional literature,
      stationery and other materials within its possession or control bearing
      any TRADEMARKS, and shall destroy any and all signs or notices bearing
      TRADEMARKS or otherwise identifying DISTRIBUTOR as a representative of
      PROGINET, the PRODUCTS or the TELEPHONE
SUPPORT.

            


    

     

    
      	
              6.

            	
              Neither
      DISTRIBUTOR nor PROGINET is responsible for promises or lost opportunities
      made to other parties that are not fulfilled as a result of the
      termination of this agreement.

            


    

     

     

     

    
      [***]
Confidential Treatment Requested 

        
          

        

      

      Confidential
portion omitted and filed separately with the Commission

      
         

        Distributor
Operating Manual_V6_7172008

         

      

       Proginet
Corporation ● 200 Garden City Plaza, Garden City, NY 11530 ● Tel:1-516-535-3600,
Fax:1-516-535-3601 ● www.proginet.com