EXHIBIT
        10.1

       

      “CONFIDENTIAL
        TREATMENT IS BEING REQUESTED FOR THE PORTIONS OF THIS DOCUMENT SET FORTH
        IN BOLD
        TYPE AND MARKED AS FOLLOWS: [*].”

    

    
 


      This
        Software License and Services Agreement (“Agreement”) 


    dated
      the
      2nd
      day of
      November, 2006,
      is
      between

     

     

    Expert
      System S.p.A. (“Expert”) 

    Via
      Virgilio 56/ Q - Staircase 5

    41100
      Modena Italy

     

    and
      

     

    InfoByPhone,
      Inc. 

    a
      Delaware corporation that is a wholly owned 

    subsidiary
      of Ocean West Holding Corporation, 

    d/b/a
      AskMeNow (“AskMeNow”). 

    26
      Executive Park, Suite 250

    Irvine,
      California 92614 USA.

     


      The
        terms
        of this Agreement shall apply to the
        Program
        license granted and to all services provided by Expert under this Agreement,
        including future Licenses and Services, which shall be governed by this
        Agreement, unless otherwise stated therein. 

       


    
      	
              I.

            	
              DEFINITIONS

            


    

     

    In
      this
      Agreement the following words and expressions have the following
      meanings:

     

    
      	
              1.1

            	
              “Program”
                means the Cogito® Contact Mobile Product for structured and unstructured
                databases and natural language query and answer capability, as more
                specifically described on Schedule 1 annexed hereto, and the Documentation
                therefor and Updates thereof .

            


      	 	 


    


      
        	
                1.2

              	
                “Documentation”
                  means the user guides and manuals for installation and use of the
                  Program
                  software. The
                  Documentation
                  shall
                  be
                  provided in CD-ROM or written
                  form, whichever is generally available
                  at
                  the time of the execution of this Agreement.

              


      


    


    
      	
              1.3

            	
              “Start-Up
                Phase” means the installation, customization and integration of the
                Programming software in the existing application environment in order
                to
                provide automatic reply with data extracted from its content databases
                to
                natural language queries sent via SMS messages. The Start-Up Phase
                is
                expected to last approximately 5 months, however, in any event, will
                end
                on or before March 1, 2007. The content databases to be integrated
                in the
                Start-Up Phase are:

            


    

     

    411
      

    


    Sports
      

    Includes
      Sports Network + 4 Sports-Reference

    Ring
      Tones/Wallpaper/Games 

    Includes
      lyrics (which may be added later)

    Travel
      

    Includes
      Hotels, Flights & Rental Cars

    Shopping
      

    Stocks
      

    Weather
      

    Astrology
      

    Wikipedia
      - 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      “CONFIDENTIAL
        TREATMENT IS BEING REQUESTED FOR THE PORTIONS OF THIS DOCUMENT SET FORTH
        IN BOLD
        TYPE AND MARKED AS FOLLOWS: [*].”

    

     


      
        	
                1.4

              	
                “On-Going
                  Technical Support” means Program support provided by Expert under the
                  policies set forth on Schedule 2 annexed hereto. It starts at the
                  end of
                  the Start-Up Phase and includes on-going technical support, maintenance
                  (rules refinements and fine-tuning), software updates of the integrated
                  databases and the integration of new databases. The On-Going Technical
                  Support phase continues
                  for a period of 7 years
                  from the end of the Startup Phase.

              


        	 	 


      



      
        	
                1.5

              	
                “Update”
                  means a subsequent release of the Program which Expert generally
                  makes
                  available for Program licenses at no additional license fee other
                  than
                  media and handling
                  charges,
                  provided AskMeNow is not
                  in default
                  under the terms of this agreement for the
                  Program
                  for the relevant time period. 

              


        	 	 


      


    
      	
              1.6

            	
              “Designated
                System” means the single processor computer hardware and operating system
                designated where the Program will be installed.


            


      	 	 


    


      
        	
                1.7

              	
                “Commencement
                  Date” means the date on which the Program
                  are delivered by Expert to AskMeNow.

              


        	 	 


      



      
        	
                1.8

              	
                “Term”
                  means the period of validity of the Agreement as set forth
                  in
                  section 4.1.

              


        	 	 


      



      
        	
                1.9

              	
                “AskMeNow’s
                  Co-Marketing Partners” means those customers of
                  AskMeNow that
                  have entered into a distribution
                  agreement to distribute their content through AskMeNow and receive
                  a share of the revenue generated as a result of the distribution
                  of their
                  content.

              


        	 	 


      


    
      	
              II.

            	
              PROGRAM
                LICENSE

            


      	 	 


    

    
      	
              2.1

            	
              Rights
                Granted

            


      	 	 


    


      
        	 	
                (a)

              	
                Subject
                  to the terms and conditions set forth in this Agreement, in consideration
                  of the payments from AskMeNow as set forth below, Expert grants
                  to
                  AskMeNow an exclusive worldwide (exclusive of Italy) perpetual
                  license
                  (the “License”) for the mobile communications industry to use the Cogito®
                  Contact Mobile Product and the Expert System Technology of Text
                  Mining for
                  structured and unstructured databases and natural language query
                  and
                  answer capability,
                  as
                  described in Schedule 1 as
                  follows:

              


      


     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
       

      “CONFIDENTIAL
        TREATMENT IS BEING REQUESTED FOR THE PORTIONS OF THIS DOCUMENT SET FORTH
        IN BOLD
        TYPE AND MARKED AS FOLLOWS: [*].”

    

     


      
        	 	
                (i)

              	
                to
                  use the Program
                  solely for AskMeNow’s operations on the Designated System or on a backup
                  system if the Designated System is inoperative consistent with
                  the use
                  limitations specified or referenced in this Agreement, or in the
                  Documentation. AskMeNow may not relicense, rent or lease the Program
                  for third-party training, commercial time-sharing or service bureau
                  use;

              


      

       


    
      	 	
              (ii)

            	
              to
                use the Documentation provided with the Program in support of AskMeNow’s
                authorized use of the Program;

            


      	 	 	 


    


      
        	 	
                (iii)

              	
                to
                  copy the Program
                  for archival or backup purposes, and to make a sufficient number
                  of copies
                  for the use specified in this Agreement. All titles, trademarks,
                  and
                  copyright and restricted rights notices shall be reproduced in
                  such
                  copies; and

              


        	 	 	 


      


    
      	 	
              (iv)

            	
              To
                integrate the program with other software
                products.

            


      	 	 	 


    


      
        	 	
                (b)

              	
                AskMeNow
                  shall not copy or use the Program
                  (including the Documentation),
                  except as specified in this Agreement. 

              


        	 	 	 


      



      
        	 	
                (c)

              	
                AskMeNow
                  agrees
                  not to cause or permit the reverse engineering, disassembly or
                  decompilation of the Program,
                  except to the extent required to obtain interoperability with other
                  independently created software or as specified by
                  law.

              


        	 	 	 


      



      
        	 	
                (d)

              	
                Expert
                  shall retain all title, copyright and other proprietary rights
                  in the
                  Program.
                  AskMeNow does not acquire any rights, express or implied, in the
                  Program,
                  other than those specified in this
                  Agreement.

              


        	 	 	 


      


    
      	
              2.2

            	
              Exclusivity

            


      	 	 


    


      
        	 	
                (a)

              	
                Subject
                  to section 6.1(f)(iv)
                  hereof, for the Term of the Agreement Expert shall not provide
                  technology
                  and services competitive with the
                  Program,
                  technology and services provided to AskMeNow (i.e. enterprise and
                  Internet
                  search, natural language based search and queries) to any, direct
                  or
                  indirect, competitor of AskMeNow, including, but not limited to,
                  Content
                  Aggregators, MVNO’s, Cellular Carriers, Search Engine Providers,
                  Television Networks, Newspaper Groups, MultiMedia Providers, and
                  Cellular
                  Handset Manufacturers.

              


        	 	 	 


      


    
      	 	
              (b)

            	
              Any
                Expert technology and services that do not compete with AskMeNow’s
                business (including, but not limited to, open sources intelligence,
                eCRM
                solutions, e-translation, automatic document categorization) will
                be
                exempted from this exclusivity provision.


            


      	 	 	 


    


      
        	 	
                (c)

              	
                Any
                  enterprise which is not included in the list set out in paragraph
                  (a)
                  of this section 2.2. is exempted from this non-compete provision,
                  provided
                  that
                  it
                  offers its content in the form of a single content category and
                  not as a
                  content aggregator.

              


        	
              	 	 


      

       


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      “CONFIDENTIAL
        TREATMENT IS BEING REQUESTED FOR THE PORTIONS OF THIS DOCUMENT SET FORTH
        IN BOLD
        TYPE AND MARKED AS FOLLOWS: [*].”

    

     

    
      	
              2.3

            	
              Transfer
                and Assignment

            


      	 	 


    


      AskMeNow
        may not transfer a Program license to any affiliate (any company it controls,
        is
        a subsidiary of its parent or is otherwise under common control with), without
        obtaining the prior written consent of Expert. Expert shall not unreasonably
        withhold or delay such consent, provided that the new licensee shall execute
        a
        license agreement with Expert that reproduces, mutatis mutandis, the same
        terms
        and conditions of this Agreement in respect of the transferred licensed Program
        and provided further that AskMeNow shall remain jointly and severally liable
        with the new licensee for the fulfillment
        of the
        obligations assumed by the new licensee under such new license
        agreement.

       


    
      	
              2.4

            	
              Audit
                rights

            


      	 	 


    

    
      	 	
              (a)

            	
              At
                Expert’s written request, not more frequently than once each year during
                the Term, AskMeNow shall furnish Expert with a signed certification
                verifying that the Program is being used pursuant to the provisions
                of
                this Agreement.

            


      	 	 	 


    


      
        	 	
                (b)

              	
                Expert
                  or its designee shall have the right to inspect AskMeNow’s books and
                  records
                  relating to the use of the Program
                  for the purpose of verifying that it has complied with this Agreement
                  regarding the use of the Program and the payment of the fees provided
                  in
                  article 6 below. Such inspections will be made no more frequently
                  than
                  once each year during the Term on not less than ten (10) days written
                  notice, during regular business hours. Any such audit shall be
                  conducted
                  at AskMeNow’s facilities and shall not unreasonably interfere with
                  AskMeNow’s business activities. If an audit reveals that AskMeNow has
                  underpaid fees to Expert, AskMeNow shall be invoiced for such underpaid
                  fees. Expert shall bear the expense of such inspection unless the
                  inspection reveals license fee(s) that vary more than five percent
                  (5%)
                  from the license fee(s) paid to Expert, in which case AskMeNow
                  shall bear
                  the reasonable costs associated with the audit.
                  

              


        	 	 	 


      


    
      	
              III.

            	
              TECHNICAL
                SUPPORT SERVICES

            


      	 	 


    

    Expert
      undertakes to provide the following support services.

     

    
      	
              3.1

            	
              Start-Up
                and On-Going Technical Support Services

            


      	 	 


    


      Expert
        will provide Technical
        Support Services for
        the
        Program in accordance with
        Expert’s
        Technical Support policies as set forth in Schedule 2
        (“Technical Support Services”).

       


    
      	
              3.2

            	
              Consulting
                and Training Services

            


      	 	 


    

    Expert
      will provide consulting and training services agreed to by the parties as
      specified in Schedule 3 annexed hereto (“Services”). All Services
      billed
      on a time and materials basis unless the parties expressly agree otherwise
      in
      writing.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      “CONFIDENTIAL
        TREATMENT IS BEING REQUESTED FOR THE PORTIONS OF THIS DOCUMENT SET FORTH
        IN BOLD
        TYPE AND MARKED AS FOLLOWS: [*].”

    

     

    
      	
              3.3

            	
              Incidental
                Expenses

            


      	 	 


    


      For
        any
        on-site Services
        requested by AskMeNow, AskMeNow shall reimburse Expert for actual, reasonable
        travel and out-of-pocket expenses incurred that have been requested or approved
        in writing in advance of the incurrence of the expenses.

       


    
      	
              3.4

            	
              No
                subcontracting

            


      	 	 


    

    Expert
      may not subcontract any of the Services without the prior written consent of
      AskMeNow in each instance.

     

    
      	
              3.5

            	
              Acceptance
                Testing.

            


      	 	 


    


      Within
        a
        reasonable period of time after the completion of the installation of the
        Program
        and the
        completion of the each integration with AskMeNow content Database
        rendered
        during the Start-Up Phase, AskMeNow shall commence performance of acceptance
        testing and shall complete such tests as promptly as is practicable under
        the
        circumstances. Such acceptance tests shall be conducted at AskMeNow’s site and
        on its equipment in order to determine whether the Program
        meets
        the
        acceptance criteria set forth in Schedule 4 and to ensure that the Program
        can be
        effectively utilized in AskMeNow’s operating environment, are capable of running
        on a variety of data without failure, as applicable, and meets the AskMeNow’s
        runtime performance requirements. If and when AskMeNow reasonably determines
        that the acceptance tests establish that the Program
        are
        performing satisfactorily, AskMeNow shall so advise Expert within five
        (5)
        days.
        In the
        event AskMeNow does not notify Expert of its acceptance or rejection of the
        Program
        within
        ten (10) days after the satisfactory completion of acceptance testing, the
        Program
        shall be
        deemed accepted.

       



      If
        AskMeNow determines that the Program
        have not
        successfully completed acceptance testing, AskMeNow shall promptly notify
        Expert
        in writing (hereinafter referred to as the ‘First Notice of Failure’) and shall
        specify with as much detail as possible in which respects the Program
        failed
        to pass acceptance testing. Expert shall then make such necessary corrections
        and modifications to the Program
        as will
        permit the same to be ready for re-testing by AskMeNow no later than ten
        (10)
        business days from the date of receipt of the First Notice of Failure. Expert
        shall notify AskMeNow when such corrections and modifications have been made,
        and AskMeNow shall commence re-testing the Program
        as
        promptly as possible. If AskMeNow reasonably determines that the Program
        still
        have not successfully completed the acceptance test by meeting all applicable
        criteria, then AskMeNow shall promptly notify Expert in writing, specifying
        in
        as much detail as possible in which respects the Program
        failed
        to pass acceptance testing (a “Subsequent Notice of Failure”). Expert shall then
        make such necessary connections in the Program
        as will
        permit the Program
        to be
        ready for retesting by AskMeNow no later than ten (10) business days from
        the
        date of receipt of the Subsequent Notice of Failure. AskMeNow shall then
        retest
        the Program
        and
        advise Expert of the results. If the Program
        again
        fail acceptance testing, AskMeNow shall again issue a Subsequent Notice of
        Failure and the same process shall continue until either the Program
        passes
        acceptance testing or the Start-up Phase has expired. If the Program
        have not
        passed acceptance testing by the end of the Start-up Phase, then AskMeNow
        shall
        have that right to terminate this Agreement, in which case each of the
parties
        will
        have no right to request indemnification or compensation from the
        other,
        AskMeNow
        shall promptly return the Program software and all Documentation to Expert
        at
        the expense of Expert.


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      “CONFIDENTIAL
        TREATMENT IS BEING REQUESTED FOR THE PORTIONS OF THIS DOCUMENT SET FORTH
        IN BOLD
        TYPE AND MARKED AS FOLLOWS: [*].”

    

     


      If
        the
        failure of the acceptance testing concerns a specific integration or application
        of the Program which would not affect the license
        and/or
        customization of any
        other
integration
        or application of the Program,
        this
        Agreement shall remain in full force and effect and AskMeNow shall have the
        right not to pay the fees
        attributable to
        the
        specific integration that did
        not
        pass the
        acceptance test.

       


    
      	
              IV.

            	
              TERM
                AND TERMINATION

            


      	 	 


    

    
      	
              4.1

            	
              Term

            


      	 	 


    


      Unless
        earlier terminated in accordance with this Agreement, the term of this Agreement
        shall commence on the Commencement Date and continue until the seventh
        anniversary of the date of conclusion of the Start-Up Phase.

       


    
      	
              4.2

            	
              Termination
                by AskMeNow

            


      	 	 


    

    AskMeNow
      shall have the right at any time after the completion of the On-Going Support
      Phase to terminate the License and this Agreement on ninety (90) days’ prior
      written notice to Expert.

     

    
      	
              4.3

            	
              Termination
                by Expert

            


      	 	 


    


      
        	 	
                (a)

              	
                Expert
                  may terminate this Agreement and
                  the
                  License upon written notice if AskMeNow fails to pay to Expert
                  any
                  amounts due under this Agreement within fifteen
                  (15)
                  days of the date such amount is due and such failure continues
                  for a
                  period of fifteen (15) days following receipt of notice of such
                  failure.

              


        	 	 	 


      



      
        	 	
                (b)

              	
                Expert
                  may terminate this Agreement and
                  the
                  License upon written notice if AskMeNow materially breaches any
                  provisions of this
                  Agreement
                  other than an obligation to pay amounts due
                  and fails to correct the breach within sixty
                  (60)
                  days following written notice specifying the
                  breach.

              


        	 	 	 


      



      
        	 	
                (c)

              	
                Expert
                  may terminate this Agreement and
                  the
                  License upon written notice in the event that AskMeNow (i) suffers
                  any
                  insolvency proceeding, either voluntary or involuntary, or is adjudicated
                  bankrupt, (ii) is the subject of any proceeding, not dismissed
                  within
                  sixty (60) days, related to its liquidation, insolvency or the
                  appointment
                  of a receiver or similar officer for the administration or liquidation
                  of
                  its business, (iii) makes an assignment for the benefit of all
                  or
                  substantially all of its creditors, (iv) takes any corporate action
                  for
                  its winding-up, dissolution or administration, or
                  (v)
                  ceases
                  to carry on its business.

              


        	 	 	 


      


    
      	 	
              (d)

            	
              Expert
                may terminate this Agreement and
                the
                License upon written notice in the event of i)any
                failure
                by
                AskMeNow
                to
                notify Expert of any Change of Control (as such term is defined below)
                of
                AskMeNow within fifteen
                (15)
                days from its
                occurrence,
                or ii) any change in control or disposal of 80% or more of the assets
                notified by AskMeNow in accordance with the requirements of section
                4.3d
                (i), however, Expert will not unreasonably terminate this Agreement
                due to
                such change of control or disposal of assets.
                For the purposes set out herein, there is a Change in Control of
                AskMeNow
                if a transaction is made which results in AskMeNow being controlled
                by, or
                being under common control by any other entity. In this clause the
                term
                “Control” shall mean the possession by any person(s) or nominee(s)
                directly or indirectly of the power to direct or cause the direction
                of
                another person and “Change of Control” is to be construed in accordance
                with Italian law.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      “CONFIDENTIAL
        TREATMENT IS BEING REQUESTED FOR THE PORTIONS OF THIS DOCUMENT SET FORTH
        IN BOLD
        TYPE AND MARKED AS FOLLOWS: [*].”

    

     


      
        	 	
                (e)

              	
                Expert
                  may terminate this Agreement and
                  the
                  License upon written notice if AskMeNow does not comply with the
                  minimum
                  payment obligations set out in Sections
                  6.1(f)(ii), (iii)
                  and (iv)
                  of
                  this Agreement.

              


        	 	 	 


      



      
        	 	
                (f)

              	
                Expert
                  may terminate this Agreement or any License in years 4-7 upon written
                  notice if the revenue generated by AskMeNow is no more than 50%
                  of the
                  revenue necessary to meet the minimum required payments to Expert
                  from the
                  revenue sharing plan set
                  forth in Section 6.1(f)(iv)(B)
                  of
                  this Agreement.

              


        	 	 	 


      


    
      	
              4.4

            	
              Effect
                of Termination

            


      	 	 


    

    
      	 	
              (a)

            	
              Upon
                the expiration or termination of this Agreement for any
                reason:

            


      	 	 	 


    


      
        	 	
                (i)

              	
                all
                  rights and licenses
                  granted by Expert shall cease immediately;
                  and

              


        	 	 	 


      



      
        	 	
                (ii)

              	
                AskMeNow
                  shall cease using the Program,
                  shall thereafter immediately delete from its systems the Program
                  and shall promptly return to Expert, or destroy and certify the
                  destruction of, all copies of the applicable Program
                  and the Documentation.

              


        	 	 	 


      



      
        	 	
                (b)

              	
                Termination
                  of this Agreement or the
                  License shall not limit either party from pursuing other remedies
                  available to it, including injunctive relief, nor shall such termination
                  relieve obligation to pay all fees that have accrued or are otherwise
                  owed
                  by AskMeNow under this Agreement.

              


        	 	 	 


      



      
        	 	
                (c)

              	
                The
                  parties’ rights and obligations under Sections 2.1,2.3,and
                  2.4 (for a period of one year), and
                  Articles V
                  and VII shall survive termination of this Agreement.
                  

              


        	 	 	 


      


    
      	
              V.

            	
              INDEMNITY,
                WARRANTIES, REMEDIES

            


      	 	 


    

    
      	
              5.1

            	
              Representations,
                Warranties and Related Covenants;
                Disclaimers

            


      	 	 


    


      Expert
        hereby represents, warrants and covenants that 


    



      
        	 	
                (a)

              	
                it
                  has the right to enter into this License Agreement
                  and
                  it
                  is the sole owner of all intellectual property rights in and to
                  the
                  Program
                  and Documentation,

              


      


     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      “CONFIDENTIAL
        TREATMENT IS BEING REQUESTED FOR THE PORTIONS OF THIS DOCUMENT SET FORTH
        IN BOLD
        TYPE AND MARKED AS FOLLOWS: [*].”

    

     


      
        	 	
                (b)

              	
                the
                  use of the Program
                  or
                  the exercise of the License granted hereunder, will not violate
                  or
                  interfere with the intellectual property or contractual rights
                  of any
                  third party, including without limitation, those rights arising
                  under
                  copyright, trademark, trade secret or patent law.
                  

              


        	 	 	 


      


    
      	 	
              (c)

            	
              For
                a period of one year from the Commencement Date that each Program
                will
                perform the functions described in the Documentation unless modified
                by
                AskMeNow without the authorization of
                Expert.

            


      	 	 	 


    


      
        	 	
                (d)

              	
                Expert’s
                  Technical Support
                  Services
                  and Services
                  will be performed on a timely basis consistent with best industry
                  standards and will not infringe upon or otherwise violate the intellectual
                  property rights of any third parties. This warranty shall be valid
                  for 180
                  days from the completion of the performance of the relevant
                  service.

              


        	 	 	 


      



      
        	 	
                (e)

              	
                There
                  is no outstanding civil or criminal litigation, arbitrated matter
                  or other
                  dispute to which it or any of its affiliates or any of their respective
                  directors, officers, employees or contractors is party which, (i)
                  if
                  decided unfavorably against any of them, would reasonably be expected
                  to
                  have a material adverse effect on the ability of Expert to perform
                  its
                  obligations under this Agreement or (ii) involves the Program
                  or
                  the furnishing of
                  the Technical Consulting Services or
                  the Services being furnished toAskMeNow hereunder. Expert shall
                  notify
                  AskMeNow in writing (and include a copy of any service of process
                  and
                  related documents served on Expert), within ten (10) days of its
                  actual
                  knowledge of any such pending or anticipated civil or criminal
                  litigation,
                  arbitration or other dispute or the occurrence of any act or omission
                  reasonably expected to give rise to the same.


              


        	 	 	 


      


    
      	 	
              (f)

            	
              The
                Program, Technical Support Services
                and Services being provided by Expert hereunder do not and shall
                not
                contain any virus, time bomb, Trojan horse, worm or other harmful
                or
                disabling code or device which will have an adverse effect upon the
                operability, functionality or performance of AskMeNow’s computers,
                networks or systems.

            


      	 	 	 


    


      
        	 	
                (g)

              	
                Expert
                  has and will employ best industry standards and the Program
                  include best industry standard means for providing for the security
                  of
                  data and systems.

              


        	 	 	 


      



      
        	 	
                (h)

              	
                Expert
                  shall provide the necessary skilled personnel to perform the Technical
                  Support Services and the Services
                  and shall ensure the continuity of all personnel involved in the
                  providing
                  of the
                  same
                  to
                  AskMeNow.

              


        	 	 	 


      


    
      	
              5.2

            	
              Disclaimers

            


      	 	 


    

    THE
      WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER
      EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
      FITNESS FOR A PARTICULAR PURPOSE.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      “CONFIDENTIAL
        TREATMENT IS BEING REQUESTED FOR THE PORTIONS OF THIS DOCUMENT SET FORTH
        IN BOLD
        TYPE AND MARKED AS FOLLOWS: [*].”

    

     


      Expert
        does not warrant that the Program
        will
        operate in combinations other than as specified in the Documentation or that
        the
        operation of the Program
        will be
        uninterrupted or error-free. Pre-production releases of Program
        and
        computer-based training products (versions
        delivered during the Start-Up Phase) are
        distributed “AS IS.”

       



      Expert
        shall have no obligation or other liability with regard to any error or non
        compliance with the warranties set forth above that is caused, in whole or
        in
        part by; (a) modifications or alterations to the Licensed Program
        made
        other than by Expert or a third party under contract with Expert; (b) use
        of the
        Licensed Program
        by
        AskMeNow other than as contemplated herein, or in an amendment hereto signed
        by
        the parties
        other
        than the Designated System;
        (c)
        hardware, software or other products not provided by Expert; (d) the negligence
        or willful misconduct of AskMeNow; (e) AskMeNow’s implementation and
        installation of the Program
        other
        than in accordance with instructions furnished by Expert; or (f) electrical
        malfunction.

       


    
      	
              5.3

            	
              Infringement
                Indemnity

            


      	 	 


    


      Expert
        hereby agrees to defend and hereby indemnifies AskMeNow and holds it harmless
        from and against all claims, losses, causes of action, costs and expenses
        (including reasonable attorneys’ fees) which AskMeNow may incur by reason
        of
        any
        claim that the Program
        infringe
        the copyright, patent or other intellectual property right
        of third
        parties,
        provided that: (a) AskMeNow notifies Expert in writing within 30 days of
        the
        claim; (b) Expert has sole control of the defense and all related settlement
        negotiations
        (provided that a settlement does not provide for the taking of any action
        by
        AskMeNow other than the cessation of the use of the Program and/or
        Services);
        and (c)
        AskMeNow provides Expert with reasonable assistance, information and authority
        to assist Expert to perform Expert’s obligations under this Section. Expert will
        reimburse AskMeNow’s reasonable out-of-pocket expenses incurred in providing
        such assistance. Expert shall have no liability for any claim or infringement
        based on use of a superseded or altered release of Program
        if the
        infringement would have been avoided by the use of a current unaltered release
        of the Program
        which
        Expert provides to AskMeNow.



       

      If
        the
Program
        is
        held or
is
        believed
        by Expert to infringe, Expert shall have the option, at its expense, to (a)
        modify the Program
        to be
        noninfringing; or (b) obtain for AskMeNow a license to continue using the
        Program.
        If it
        is not commercially reasonable to perform either of the above options, then
        Expert may terminate the license for the infringing Program
        and
        refund the license and any other fees paid for the
        Program and pay any balance of any damages due to a third party intellectual
        property holder that has asserted its rights against AskMeNow as a result
        of the
        use of the Program, Technical Support Services or Services.
        This
        Section 5.3 states Expert’s entire liability and AskMeNow’s exclusive remedy for
        infringement.

       


    
      	
              5.4

            	
              Exclusive
                Remedies for malfunctioning

            


      	 	 


    

    Expert
      hereby agrees to defend and hereby indemnifies AskMeNow and holds it harmless
      from and against all claims, losses, causes of action, costs and expenses
      (including reasonable attorneys’ fees) which AskMeNow may incur by reason of:
      (i) any breach or alleged breach by the Expert of any of Expert’s warranties,
      covenants or representations contained in section 5.1
      above,
      or (ii) the negligence or willful misconduct of Expert’s employees or
      contractors during the course of its performance of this Agreement.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      “CONFIDENTIAL
        TREATMENT IS BEING REQUESTED FOR THE PORTIONS OF THIS DOCUMENT SET FORTH
        IN BOLD
        TYPE AND MARKED AS FOLLOWS: [*].”

    

     

    AskMeNow
      may elect to participate in any such action with an attorney of its own choice
      at its own expense. 

     


      If
        the
        malfunctioning of the Program or any part of the Program
        has
        resulted from accident, abuse, or misapplication of the Licensed Program
        attributable to AskMeNow’s negligence, then Expert shall
        have no
        obligation to remedy the malfunctioning under this limited
        warranty.

       



      For
        any
        breach of the warranties contained in Sections 5.1 (c)
        and
(d),
        AskMeNow’s exclusive remedy, and Expert’s entire liability, shall
        be:

       



      
        	 	
                (a)

              	
                For
                  the
                  Program

              


        	 	 	 


      



      The
        correction within 2 business days of Program errors that cause breach of
        the
        warranty, or if Expert is unable to make the Program operate as warranted,
        AskMeNow shall be entitled to terminate the Program license and recover all
        of
        the fees paid to Expert for the Program
        license.

       



      
        	 	
                (b)

              	
                For
                  Technical Support Services and
                  Services

              


        	 	 	 


      



      The
        prompt reperformance of the Technical
        Support Services or Services,
        or if Expert is unable to perform them
        as
        warranted, AskMeNow shall be entitled to recover the fees paid to Expert
        for all
        Services provided hereunder.

       


    (INSERT
      PARAGRAPH OUTLINING YOUR INSURANCE PROTECTION)

     

    
      	
              VI.

            	
              PAYMENT
                PROVISIONS

            


      	 	 


    

    
      	
              6.1

            	
              Invoicing
                and Payment [*]

            


      	 	 


    

    
      	
              6.2

            	
              Taxes

            


      	 	 


    


      The
        fees
        listed in this Agreement do not include taxes; if Expert is required to pay
        sales, use, property, value-added or other taxes based on the License
        granted
        or
        the
        Services
rendered
        in accordance with the terms of
        this
        Agreement,
        or on
        AskMeNow’s use of the
        Program
        or
        Services, then such taxes shall be billed to and paid by AskMeNow. This Section
        shall not apply to taxes based on Expert’s income.


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      “CONFIDENTIAL
        TREATMENT IS BEING REQUESTED FOR THE PORTIONS OF THIS DOCUMENT SET FORTH
        IN BOLD
        TYPE AND MARKED AS FOLLOWS: [*].”

    

     

    
      	
              VII.

            	
              GENERAL
                TERMS

            


      	 	 


    

    
      	
              7.1

            	
              Confidentiality.

            


      	 	 


    


      Each
        party (the “Receiving Party”) understands that the other party (the “Disclosing
        Party”) has disclosed or may disclose information that has commercial and other
        value in the Disclosing Party’s business and is confidential or proprietary in
        nature, hereinafter referred to as “Proprietary Information” of the Disclosing
        Party. The Receiving Party agrees (a) to hold the Disclosing Party’s Proprietary
        Information in confidence and to take all precautions to protect such
        Proprietary Information as the Receiving Party employs with respect to its
        most
        confidential materials, but in no case shall the Receiving Party employ less
        than reasonable precautions, (b) not to disclose any such Proprietary
        Information or any information derived therefrom
        to any
        third person and (c) not to make any use whatsoever at any time of such
        Proprietary Information except for the purposes required for its performance
        of
        its obligations under this Agreement. Although each party may review the
        other
        party’s intellectual property information, it shall not make or take copies
        thereof or use them, or the names and data contained therein, should this
        transaction terminate for any reason whatsoever. Proprietary Information
        shall
        not include information that the Receiving Party can document (i) is or becomes
        (through no improper action or inaction by the Receiving Party or any affiliate,
        agent, consultant or employee) generally available to the public, or (ii)
        was in
        its possession or known by it prior to receipt from the Disclosing
        Party,
        or (iii)
        was rightfully disclosed to it by a third party without restriction. Upon
        the
        expiration or termination of this Agreement, each party shall return to the
        other party all hard copies containing Proprietary Information and destroy
        all
        Proprietary Information on electronic media and confirm to the other party
        that
        it is done so. The obligations contained in this paragraph shall survive
        the
        termination of this Agreement.

       


    
      	
              7.2

            	
              Governing
                Law

            


      	 	 


    

    This
      Agreement, and all matters arising out of or relating to this Agreement, shall
      be governed by the laws of Italy.

     

    
      	
              7.3

            	
              Resolution
                of Disputes

            


      	 	 


    


      Any
        controversy or claim arising out of this agreement which is not settled between
        the parties themselves,
        shall be
finally
        settled
        under
        the Rules of Arbitration
        of the International Chamber of Commerce by one or more arbitrators appointed
        in
        accordance with such Rules. The hearings shall take place in Zurich,
        Switzerland.

       


    The
      language of the arbitration shall be English. 

     

    
      	
              7.4

            	
              Notices

            


      	 	 


    

    All
      notices, including notices of address change, required to be sent hereunder
      shall be in writing and shall be deemed to have been given when received if
      sent
      by registered mail, facsimile confirmed by registered mail within 48 hours
      or
      Federal Express or other recognized courier service providing overnight
      delivery, to the addresses of the parties first listed above. The fax numbers
      of
      the parties for the purposes of giving notices are:

     

    If
      to
      Expert :+39.059894099.

     

    If
      to
      AskMeNow: 949-861-2591.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      “CONFIDENTIAL
        TREATMENT IS BEING REQUESTED FOR THE PORTIONS OF THIS DOCUMENT SET FORTH
        IN BOLD
        TYPE AND MARKED AS FOLLOWS: [*].”

    

     

    To
      expedite order processing, AskMeNow agrees that Expert may treat documents
      faxed
      by AskMeNow to Expert as original documents; nevertheless, either party may
      require the other to exchange original signed documents.

     

    
      	
              7.5

            	
              Limitation
                of Liability

            


      	 	 


    

    IN
      NO
      EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
      CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE,
      INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT
      OR
      TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
      DAMAGES. 

     

    Except
      as
      provided in Section 5.3 of this Agreement, Expert’s
      liability for damages hereunder shall in no event exceed the amount of fees
      paid
      by AskMeNow under this Agreement, and if such damages result from Customer’s use
      of the Program or services, such liability shall be limited to fees paid for
      the
      relevant Program or Services giving rise to the liability.

     

    The
      provisions of this Agreement allocate the risks between Expert and Customer.
      Expert’s pricing reflects this allocation of risk and the limitation of
      liability specified herein.

     

    
      	
              7.6

            	
              Severability

            


      	 	 


    

    If
      any
      provision of this Agreement is held to be invalid or unenforceable, the
      remaining provisions of this Agreement will remain in full force.

     

    
      	
              7.7

            	
              Waiver

            


      	 	 


    

    The
      waiver by either party of any default or breach of this Agreement shall not
      constitute a waiver of any other or subsequent default or breach. 

     

    
      	
              7.8

            	
              Entire
                Agreement

            


      	 	 


    

    This
      Agreement constitutes the complete agreement between the parties and supersedes
      all prior or contemporaneous agreements or representations, written or oral,
      concerning the subject matter of this Agreement, including the letter of intent
      between the parties signed August 22, 2006. This Agreement may not be modified
      or amended except in a writing signed by a duly authorized representative of
      each party; no other act, document, usage or custom shall be deemed to amend
      or
      modify this Agreement.

     

    It
      is
      expressly agreed that the terms of this Agreement and any Order Form shall
      supersede the terms in any AskMeNow purchase order or other ordering document.
      This Agreement shall also supersede all terms of any unsigned or “shrinkwrap”
license included in any package, media, or electronic version of
      Expert-furnished software and any such software shall be licensed under the
      terms of this Agreement, provided that the use limitations contained in an
      unsigned ordering document shall be effective for the specified
      licenses.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      “CONFIDENTIAL
        TREATMENT IS BEING REQUESTED FOR THE PORTIONS OF THIS DOCUMENT SET FORTH
        IN BOLD
        TYPE AND MARKED AS FOLLOWS: [*].”

    

     

    
      	
              7.9

            	
              Publicity

            


      	 	 


    

    Expert
      may not use AskMeNow’s name, trademarks, tradenames or other intellectual
      property for any purposes, including, without limitation, AskMeNow lists or
      press statements, without AskMeNow’s prior written consent, which consent may be
      withheld or revoked at any time by AskMeNow in its sole discretion. Neither
      party may issue press releases regarding the existence, or general
      non-confidential business terms of this Agreement and subsequent task orders
      hereunder, subject to prior written approval of the other party, which approval
      may be withheld in such other party’s sole and absolute discretion.

     

    
      	
              7.10

            	
              Escrow
                of Source Code

            


      	 	 


    


      Within
        thirty (30) days of the date of execution of this Agreement, Expert will
        enter
        into a software escrow agreement (“Escrow Agreement”) and deposit a copy of the
        source code of the Application with Dott. Fabrizio Figurelli Studio Notarile
        (Notary) (“Escrow Agent”) located in Piazza Tre Martiri 1, 41032 Cavezzo (MO)
        Italy. Such source code will be updated with each new release or Upgrade
        of the
Program,
        which
        will also be deposited with the Escrow Agent. Such copies of the source code
        will be held in escrow and in the event that Expert (i) files for bankruptcy,
        (ii) is the subject of any proceeding, not dismissed within thirty (30) days,
        related to its liquidation, insolvency or the appointment of a receiver or
        similar officer for the administration or liquidation of its business, (iii)
        makes an assignment for the benefit of all or substantially all of its
        creditors, (iv) takes any corporate action for its winding-up, dissolution
        or
        administration, (v) enters into an agreement for the extension or readjustment
        of substantially all of its obligations, (vi) recklessly or intentionally
        makes
        any material misstatement as to financial condition, (vii) ceases to carry
        on
        its business, or (viii) is in material breach of its support obligations
        hereunder and fails to cure such breach within thirty (30) days of notice
        thereof (“Release Events”), then AskMeNow, subject to the terms and conditions
        herein and in accordance with the Escrow Agreement, will be entitled to obtain
        a
        copy of such source code from the Escrow Agent. AskMeNow shall only use such
        copy of the source code internally to support the Program
        and
        within the terms and conditions set out in this Agreement. 

       


    AskMeNow
      shall be added to the Escrow Agreement as a beneficiary to such agreement within
      forty-five (45) days from the date of execution of this Agreement. Expert shall
      cause the Escrow Agent to acknowledge to AskMeNow that it is a beneficiary
      of
      the Escrow Agreement. AskMeNow shall be responsible of any initial and annual
      escrow fees, update deposit fees and any other fees and charges associated
      with
      the Escrow Agent’s services, as well as for the payment of any beneficiary
      release request and deposit release fees and costs in accordance with the
      published fee schedule of the Escrow Agent then in effect. The Escrow Agent’s
      only responsibility will be to use its good faith efforts to cause a copy of
      the
      source code, in the form as delivered by Expert, to be delivered to AskMeNow
      upon the occurrence of one of the Release Events set forth above.

     


      The
        Effective Date of this Agreement shall be November
        2,
        2006.


     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      “CONFIDENTIAL
        TREATMENT IS BEING REQUESTED FOR THE PORTIONS OF THIS DOCUMENT SET FORTH
        IN BOLD
        TYPE AND MARKED AS FOLLOWS: [*].”

    

     

     

    OCEAN
      WEST HOLDING CORPORATION

     

    By:
      /s/
      Darryl Cohen   

     

    Darryl
      Cohen, President and CEO

     

    EXPERT
      SYSTEM S.p.A.

     

    By:
      /s/
      Stefano Spaggiari  

    .

    Name:
      Stefano Spaggiari

    


    
      
        
        

      

      
        14