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Exhibit 10.5
 MASTER LICENSE AGREEMENT
 Licensor:
    
    Allstate Dataworks, LLC
    
    Agreement No.: AEFA-10/4/99-KF-1DBA US Dataworks5301 Hollister, Suite 250
    
    Effective Date: October 15, 1999Houston, Texas 77040-6132Contact: Terry Stepanik
  ARTICLE 1: PROVISION OF PROGRAMS
  
   Confidential and proprietary information of the American Express Company
    
    1




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ARTICLE
2: DELIVERY; INSTALLATION
   ARTICLE 3: ACCEPTANCE
   Confidential and proprietary information of the American Express Company
    
    2




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ARTICLE
4: DOCUMENTATION AND TRAINING
    ARTICLE 5: SCOPE OF LICENSE AND PROPRIETARY RIGHTS
       Confidential and proprietary information of the American Express Company
    
    3




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Confidential and proprietary information of the American Express Company
    
    4




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ARTICLE 6: ESCROW MATERIALS
    Confidential and proprietary information of the American Express Company
    
    5




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ARTICLE
7: MAINTENANCE
     Confidential and proprietary information of the American Express Company
    
    6




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ARTICLE
8 INVOICING; PAYMENT; DISCOUNTS
    Confidential and proprietary information of the American Express Company
    
    7




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ARTICLE 9: WARRANTIES
   Confidential and proprietary information of the American Express Company
    
    8




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th st st th st th st
    Confidential and proprietary information of the American Express Company
    
    9




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ARTICLE 10: INTELLECTUAL PROPERTY INFRINGEMENT
   ARTICLE 11: CONFIDENTIAL INFORMATION
  Confidential and proprietary information of the American Express Company
    
    10




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ARTICLE 12: GENERAL
 TERM AND TERMINATION:
 DUTIES UPON TERMINATION:
 TAXES:
 LIABILITY:
 EXCUSABLE DELAYS:
 Confidential and proprietary information of the American Express Company
    
    11




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MATERIAL BREACH:
 CONTINUATION OF LICENSE:
 DISCONTINUATION OF LICENSE:
 NOTICES:
 ADVERTISING OR PUBLICITY:
 ASSIGNMENT:
 Confidential and proprietary information of the American Express Company
    
    12




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GOVERNING LAW:
 MODIFICATION, AMENDMENT, SUPPLEMENT AND WAIVER:
 HEADINGS:
 SEVERABILITY.
 MODIFICATION, AMENDMENT, SUPPLEMENT AND WAIVER.
 DISPUTE RESOLUTION.
  Confidential and proprietary information of the American Express Company
    
    13




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ENTIRE AGREEMENT:
  USD
    
    
    
    AMERICAN EXPRESS TRAVEL RELATED(Licensor)
    
    
    
    SERVICES COMPANY, INC.(Licensee)By:
    
    /s/ Terry E. Stepanik
    
    
    
    By:
    
    /s/ Maryann RayName:
    
    Terry E. Stepanik
    
    
    
    Name:
    
    Maryann Ray(Print, Stamp or Type)
    
    
    
    
    
    (Print, Stamp or Type)Title:
    
    General Manager
    
    
    
    Title:
    
    Vice PresidentDate:
    
    10/6/99
    
    
    
    Date:
    
    12/2/99
 Confidential and proprietary information of the American Express Company
    
    14




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EXHIBIT A
 
  Installation Site
 Scheduled Delivery Date
 Products
 Scope
 License Fee
 License Term
 Maintenance Fee
 Appendix A
 Appendix B
  Annex 1




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Annex 2
  Licensor
    
    
    
    [AMEXCO Entity signing the Schedule.]By:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    By:(Type or Print)
    
    
    
    
    
    (Type or Print)Title:
    
    
    
    
    
    Title:Date:
    
    
    
    
    
    Date:
 Confidential
and proprietary information of the American Express Travel Related Services Company. Inc.
 16




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EXHIBIT B
 SOFTWARE PRODUCTS SCHEDULE
   Installation Site;
 Scheduled Delivery Date;
 Products;
 Scope:
 License Fee
  Returnworks Client Software
 Description / Per Client
    
    Qty
    
    Unit Price
    
    
    TotalWindows NT Workstation 4.0 (already purchased by AMEXCO)
    
    
    7
    
    
    $
    0.00
    
    
    $
    0.00Crystal Report Professional version 7.0 (Optional for Ad hoc reporting)
    
    
    1
    
    
    $
    321.00
    
    
    $
    321.00$
    321.50
 Returnworks Server Software
 Description
    
    Qty
    
    Unit Price
    
    
    TotalSQL Server 7.0 (already purchased by AMEXCO)
    
    
    1
    
    
    $
    0.00
    
    
    $
    0.00SQL Server 7.0 Media
    
    
    1
    
    
    
    13.00
    
    
    
    13.00SQL Server 7.0 Documentation
    
    
    1
    
    
    
    89.00
    
    
    
    89.00Veritas Backup v7.3 for SQL Server 7.0
    
    
    1
    
    
    
    445.00
    
    
    
    445.00Veritas Backup v7.3 for Windows NT 4.0
    
    
    1
    
    
    
    511.00
    
    
    
    511.00Microsoft Windows NT Server 4.0 with Windows NT Option and Service Pack
    
    
    1
    
    
    $
    809.00
    
    
    $
    809.00$
    1,867.00
 License Term
  17




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Maintenance Fee 17%
 þ o o o
 Service Attachment:
 þ o
   To be included in the Statement of Work
  TBD
 USD
    
    
    
    AMEXCOBy:
    
    /s/ Terry E. Stepanik
    
    
    
    By:
    
    /s/ Maryann RayName:
    
    Terry E. Stepanik
    
    
    
    Name:
    
    Maryann Ray(Print, Stamp or Type)
    
    
    
    
    
    (Print, Stamp or Type)Title:
    
    General Manager
    
    
    
    Title:
    
    Vice PresidentDate:
    
    10/6/99
    
    
    
    Date:
    
    12/2/99
 Confidential and
proprietary information of the American Express Travel Related
Services Company, Inc.
 18




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EXHIBIT C
 ESCROW AGREEMENT
      
   Confidential and
proprietary information of the American Express Company
    
    19




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ARTICLE 1: Deposit of Escrow Materials: Recordkeeping
 Exhibit A,
 Exhibit B.
  ARTICLE 2: Location of Escrow Materials
 Exhibit B
  ARTICLE 3: Verification of Escrow Materials
 Exhibit A Exhibit B.
  Confidential and proprietary
information of the American Express Company
    
    20




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Exhibit E,
  Exhibit D.
   ARTICLE 4: Release and Return of Escrow Materials
   a)
    
    If Depositor has availed itself of, or been subjected
to by any third party, a proceeding in bankruptcy in which Depositor is the
named debtor, an assignment by Depositor, or any other proceeding involving
insolvency or the protection of, or from creditors, and same has not been
discharged or terminated without any prejudice to Licensees rights or
interests under the License Agreement within thirty (30) days; or
 Confidential and proprietary information of the American Express Company
    
    21




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b)
    
    if Depositor has ceased its on-going business operations, or sale,
licensing, maintenance or other support of the Product; orc)
    
    if any other event or circumstance occurs which
demonstrates with reasonable certainty the inability or unwillingness of
Licensor to fulfill its obligations to Amex under the License Agreement,
this Escrow Agreement, or any software maintenance agreement between the
parties, including, without limitation, the correction of defects in the
Product.
   Exhibit C.
 ARTICLE
5: Confidentiality of Escrow Materials
   Confidential and proprietary information of the American Express Company
    
    22




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ARTICLE 6: General
 Payment:
 Liability:
 Termination.
 Material Breach:
 Notices:
 Bankruptcy:
 Confidential and proprietary information of the American Express Company
    
    23




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Assignment:
 Severability:
 Governing
Law:
 Modification/Amendments:
  AMERICAN EXPRESS FINANCIAL CORP.
    
    
    
    DEPOSITORBy:
    
    
    
    
    
    By:
    
    /s/ Terry E. StepanikName:
    
    
    
    
    
    Name:
    
    Terry E. Stepanik(Type or Print)
    
    
    
    (Type or Print)Title:
    
    
    
    
    
    Title:
    
    General ManagerDate:
    
    
    
    
    
    Date:
    
    10/6/99DATA SECURITIES INTERNATIONAL, INC.By:
    
    
    
    
    
    Date:Name:(Type or Print)Title:
 Confidential and proprietary
information of the American Express Company
    
    24