In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

Input: Consider Input: Exhibit 10(l)

LICENSE AND HOSTING AGREEMENT

THIS LICENSE AND HOSTING AGREEMENT (Agreement) is made effective as of the 17t h day of October, 2007 (Effective Date), by and between Transaction Applications Group, Inc., a Nebraska corporation (TAG), and Legacy Marketing Group, Inc., a California corporation (LMG).

BACKGROUND. This Agreement is the License and Hosting described in Section 1.5 of the Asset Purchase Agreement between the parties dated the date hereof (the Purchase Agreement). It describes the terms and conditions under which TAG will Use and access the LMG Tools, CSC Software and Other Third Party Software until the date that is six (6) months after transition of the TPA Services for the New Customers from LMG's software and systems to TAG's software and systems. (Conversion Date) or such other date as is specified in Exhibit A. Capitalized terms used but not defined in this Agreement shall have the meaning given them in the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual benefits to be derived and the representations and warranties, conditions and promises herein contained, and intending to be legally bound hereby, LMG and TAG agree as follows:

ARTICLE I AGREEMENT AND DEFINITIONS

Agreement. The parties agree that the terms and conditions of this Agreement apply to the provision of LMG Tools, CSC Software, Other Third Party Software and LMG Services to TAG by LMG.

Certain Definitions. The following definitions apply to this Agreement:

Applicable Specifications means the functional, performance, operational, compatibility, and other specifications or characteristics of the LMG Tools, CSC Software and Other Third Party Software described in the applicable Documentation or necessary for TAG to provide the TPA Services to the New Customers and perform its obligations under the New Customer Contracts.

CSC Software means the computer programs identified in Exhibit A licensed by LMG from Computer Sciences Corporation (CSC), including object code (including microcode) and/or where available to LMG source code, that are provided or to be provided by LMG pursuant to this Agreement. The definition of CSC Software also includes any enhancements, translations, modifications, updates, releases, or other changes to CSC Software.

Documentation means user guides, operating manuals, education materials, product descriptions and specifications, technical manuals, supporting materials, and other information relating to the LMG Tools, CSC Software and Other Third Party Software or used in conjunction with the TPA Services, whether distributed in print, magnetic, electronic, or video format.

LMG Tools means the LMG-developed computer programs identified in Exhibit A, including, where applicable object code (including microcode) and/or source code, that are provided or to be provided by LMG pursuant to this Agreement. The definition of LMG Tools also includes any enhancements, translations, modifications, updates, releases, or other changes to LMG Tools.

LMG Services means the support, hosting and other services, functions and responsibilities provided or to be provided by LMG pursuant to this Agreement.

Other Third Party Software means the computer programs identified in Exhibit A licensed by LMG from third parties other than CSC, including object code (including microcode) and/or where available to LMG source code, that are provided or to be provided by LMG pursuant to this Agreement. The definition of Other Third Party Software also includes any enhancements, translations, modifications, updates, releases, or other changes to Other Third Party Software.

ARTICLE II LICENSE OF LMG TOOLS

Grant of License. LMG grants TAG a worldwide, nonexclusive, irrevocable, perpetual license to load, execute, access, employ, use, store, or display (Use) the object code version of the LMG Tools and Documentation (the License) for the period specified in Exhibit A in accordance with the terms and conditions of this Agreement.

TAG may Use the LMG Tools and Documentation solely to provide TPA Services to or for the New Customers and Terminated Customers, and perform its obligations under the Administrative Services and Teaming Agreement, New Customer Contracts and Subcontracts including performing disaster recovery, disaster testing, and backup as TAG deems necessary.

The License grant includes a license under all current and future patents owned by or licensed to LMG that are applicable to the LMG Tools and Documentation or the provision or receipt of the LMG Services, to the extent necessary to exercise any of the foregoing rights.

LMG acknowledges and agrees that the New Customers may have access to and Use of the LMG Tools and Documentation under the terms of the New Customer Contracts.

The License also includes the right to Use the source code version of LMG Tools in accordance with the terms and conditions of Section 3.7.

Except as specified in this Agreement, the License does not permit TAG to sublicense, rent or allow third parties to Use the LMG Tools or Documentation.

Proprietary Markings and Duplication. TAG shall not remove or destroy any proprietary markings or proprietary legends placed upon or contained within the LMG Tools or Documentation. TAG may duplicate Documentation, at no additional charge, for TAG's Use or for Use by a TAG in connection with the provision of LMG Tools so long as all required proprietary markings are retained on all duplicated copies.

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Ownership of LMG Tools and Modifications. The LMG Tools and Documentation shall be and remain the property of LMG, and TAG shall have no right or interest therein except as set forth in this Agreement. TAG shall be entitled to modify the LMG Tools and Documentation and to develop software derivative of or interfacing with the LMG Tools. All modifications of and software derivative of the LMG Tools and Documentation developed by TAG shall be and remain the property of TAG, and LMG shall have no rights or interests therein.

Protection of LMG Tools. TAG will treat the LMG Tools and Documentation with the same degree of care and confidentiality that TAG provides for similar information belonging to TAG which TAG does not wish disclosed to the public, but not less than reasonable care. This provision shall not apply to LMG Tools or Documentation, or any portion thereof, which is (a) already known by TAG without an obligation of confidentiality, (b) publicly known or becomes publicly known through no unauthorized act of TAG, (c) rightfully received from a third party without obligation of confidentiality, (d) disclosed without similar restrictions by LMG to a third party, (e) approved by LMG for disclosure, or (f) required to be disclosed pursuant to a requirement of a governmental agency or law so long as TAG provides LMG with timely prior written notice of such requirement. It will not be a violation of this Section 2.4 if TAG provides access to and the Use of the LMG Tools or Documentation to any third party contractor so long as TAG secures execution by such third party contractor of a confidentiality agreement as would normally be required by TAG.

ARTICLE III SUPPORT AND HOSTING SERVICES

CSC Software. LMG will maintain, through the Conversion Date, its existing license for the CSC Software and provide TAG access to and an irrevocable look access only right and license to use the CSC Software and applicable Documentation. Contemporaneously with the execution of this Agreement, TAG, LMG and CSC shall execute a nondisclosure and non-use agreement granting TAG a license in the CSC Software sufficient for TAG to perform the TPA Services and otherwise satisfy its obligations under the New Customer Contracts, Subcontracts and Administrative Services and Teaming Agreement (the CSC Agreement). TAG's use of, and LMG's rights regarding, the CSC Software will be governed by the terms of the CSC Agreement and not the terms of this Agreement. At TAG's request, LMG shall exercise and make available to TAG all rights and benefits available to it under LMG's existing license with CSC including LMG's rights to receive error corrections, support, maintenance and upgrades to or for the CSC Software.

Other Third Party Software. LMG will maintain, through the Conversion Date or such other date as is specified in Exhibit A, its existing licenses for the Other Third Party Software and provide TAG access to and an irrevocable look access only right and license to use the Other Third Party Software and applicable Documentation. LMG, with the reasonable cooperation of TAG, will obtain from the applicable third party vendors all licenses, consents, authorizations and approvals that are necessary or appropriate for TAG to so Use the Other Third Party Software for purposes of performing the TPA Services and fulfilling its obligations under the New Customer Contracts, Subcontracts and Administrative Services and Teaming Agreement. At TAG's request, LMG shall exercise and make available to TAG all rights and benefits available to it under LMG's existing license with the applicable third party vendors including LMG's rights to receive error corrections, support, maintenance and upgrades to or for the Other Third Party Software.

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Support Services. LMG shall provide the following with respect to the LMG Tools, CSC Software, Other Third Party Software and Documentation for the period specified in Exhibit A:

LMG shall provide (or will cause the third party vendor to provide) to TAG all error corrections and all operational and support assistance necessary to cause the LMG Tools, CSC Software and Other Third Party Software to perform in accordance with their Applicable Specifications. LMG shall also provide remedial support designed to provide a by-pass or temporary fix to a defect until the defect can be permanently corrected.

LMG shall provide (or will cause the third party vendor to provide) to TAG all upgrades, modifications, improvements, enhancements, extensions, and other changes to LMG Tools developed by LMG.

LMG shall provide (or will cause the third party vendor to provide) to TAG any revisions to the existing Documentation developed for the LMG Tools, CSC Software and Other Third Party Software or necessary to reflect all corrections, updates, upgrades, modifications, improvements, enhancements, extensions or other changes thereto.

LMG shall provide training to TAG with respect to the use of the LMG Tools, Other Third Party Software and Documentation as reasonably requested by TAG.

Hosting Services. LMG shall host the LMG Tools, CSC Software and Other Third Party Software at its existing data center facility in Petaluma, California for the period specified in Exhibit A. Except for downtime for scheduled maintenance, LMG shall make the LMG Tools, CSC Software and Other Third Party Software available to users between 7:00 a.m. to 9:00 p.m. Eastern Time. Notice of scheduled maintenance shall be provided to TAG via email at least ten (10) days before the scheduled maintenance. LMG shall be financially and operationally responsible for the hosting environment including maintenance, repair, replacement and upgrade, and the performance, availability, reliability, compatibility and interoperability of the LMG Tools, CSC Software, Other Third Party Software and hosting environment. LMG shall provide the hosting services through a dedicated telecommunications connection to TAG. The equipment, connectivity and other items located at LMG's existing data center facility in Petaluma, California that is described in Exhibit C to the Administrative Services and Teaming Agreement are included within the hosting environment and access to be provided by LMG under this Section 3.4.

Retained LMG Personnel. LMG shall exercise commercially reasonable efforts to maintain the employment of the LMG employees identified in Exhibit B (Retained Employees) for the estimated retention period specified in Exhibit B or such other period as TAG may reasonably request (Retention Period). LMG shall cause them to devote the same amount of time and attention to the performance of the services under this Agreement as they presently devote to such services. In all events, LMG shall retain a sufficient number of qualified personnel to perform the LMG Services. The Retained Employees shall be employees of LMG for all purposes. LMG shall be solely responsible for funding and distributing benefits under the benefit plans in which the Retained Employees participate and for paying any compensation and remitting any income, disability, withholding and other employment taxes for such Retained Employees. For clarity, the foregoing shall not affect TAG's obligation to reimburse LMG for the costs specifically identified as reimbursable by TAG during the period, and under the terms and conditions, set forth in Sections 4.1 and 4.2 of this Agreement.

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Reports. LMG shall provide TAG with reports pertaining to the performance of the LMG Services and LMG's other obligations under this Agreement that permit TAG to perform the TPA Services and monitor and manage LMG's performance. Without limitation, TAG may identify reports to be generated by LMG and delivered to TAG on an ad hoc or periodic basis.

Source Code. Upon TAG's request, LMG will promptly provide to TAG one copy of the most current version of the source code for the LMG Tools. Thereafter, LMG will promptly and continuously update and supplement the source code as necessary with all revisions, corrections, enhancements, and other changes that LMG has developed for the LMG Tools. If LMG breaches this Agreement or no longer provides the LMG Services for the LMG Tools, then LMG or its authorized agent will promptly provide to TAG one copy of the most current version of the source code for the LMG Tools, the License shall include the right to Use the source code version of the LMG Tools received under this Section as necessary to modify, maintain, and update the LMG Tools in accordance with the terms and conditions of this Agreement.

Continued Performance. LMG understand that TAG requires Use of the LMG Tools, CSC Software, Other Third Party Software, Documentation and LMG Services in order to perform the TPA Services for the New Customers. Accordingly, LMG agrees that LMG will perform its obligations under this Article in a manner that does not degrade, diminish or otherwise interfere with the TPA Services or result in any default by, or liability of, TAG under the New Customer Contracts (including any default or liability with respect to service levels or quality of service). Without limitation, LMG shall not under any circumstance, even during a dispute, suspend, terminate, diminish or degrade the performance of the LMG Tools, CSC Software, Other Third Party Software or LMG Services, or attempt or threaten to do the same.

ARTICLE IV CHARGES

Reimbursement Generally. In consideration of the LMG Services and other obligations to be performed by LMG under this Agreement, TAG will reimburse LMG for the following items.

reasonable actual salary and direct benefits, consistent with past practice, paid to or on behalf of the Retained Employees during their Retention Period; provided that the total amount to be reimbursed under this Section 4.1(a) shall not exceed $783,367 per quarter, pro-rated for the number of days in any partial quarter of the Term,

any retention bonuses, salary increases (including for replacement personnel) or other change agreed to by the parties, and

during the period between the Effective Date and the date specified in Exhibit A, the designated percentage identified in Exhibit A of the reasonable actual out-of-pocket costs for the CSC Software and Other Third Party Software provided that the total amount to be reimbursed under this Sections 4.1(c) and Section 4.2 of the Administrative Services and Teaming Agreement shall not exceed the applicable amount identified in Section 4.2 of the Administrative Services and Teaming Agreement.

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The parties acknowledge that since not all of the Retained Employees will be dedicated solely to the performance of services under this Agreement, TAG will reimburse LMG only for a pro rata portion of the above-described salary and benefits based upon the documented and verifiable percentage of their working hours spent performing services for TAG.

4.2 Conditions of Reimbursement.

TAG shall have the right to approve any changes to the salary, benefits or other compensation of the Retained Employees and any new contracts, extensions or other changes to or for the items for which it is reimbursing LMG. Such approval shall not be unreasonably withheld. LMG will advise TAG of any significant (i.e., more than ten percent (10%)) increase in any reimbursable costs, and TAG shall have the opportunity to require replacement or substitution of new or different sources for the items intended to achieve an overall lower cost. LMG shall exercise commercially reasonable efforts to minimize such costs and, as a condition to TAG's reimbursement obligations, shall provide such detail and documentation as TAG may reasonably request.

LMG will invoice TAG monthly for its reasonable estimate of the amount due under Section 4.1 for that month. The first such invoice shall be delivered within five (5) days after the Effective Date and shall cover the period between the Effective Date and October 31, 2007. LMG shall reconcile the actual reimbursable costs incurred by TAG for the applicable month with such estimate in the invoice for the next month.

TAG shall make payment within twenty (20) days after receipt of LMG's invoice. Any amount not paid when due will thereafter bear interest at the rate of one percent (1%) per month.

TAG may contest, in good faith, any portion of an invoice and withhold payment of such contested amount, provided that TAG pays the portion of any invoice that it does not contest and attempts to try to resolve the dispute. Once the matter is resolved, TAG shall pay the agreed-upon amount within five (5) days thereafter.

Except as otherwise agreed by the parties in writing, there are no other or additional charges under this Agreement. LMG shall be responsible for all expenses that it may incur in connection with this Agreement. TAG agrees, however, to reimburse LMG for all reasonable and necessary travel and other out-of-pocket expenses that have been pre-approved by TAG in writing.

Extension of Conversion Date. TAG and LMG expect that the Conversion Date will occur on or before October 31, 2009. TAG may extend the Conversion Date to a date that is six (6) months after transition of the TPA Services for the New Customers from LMG's software and systems to TAG's software and systems; provided that the foregoing shall not be construed as requiring the extension of the license to the CSC Software, which the parties acknowledge expires twenty-seven (27) months after the Effective Date under the terms of the CSC Agreement. TAG shall seek to give LMG at least ninety (90) days (but in no event shall provide less than sixty (60) days) prior notice of any such extension. If the delay was caused by TAG, the parties shall negotiate and agree upon an equitable adjustment to the reimbursable items and limits thereon based upon LMG's increased costs of performing the LMG Services during the extension.

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ARTICLE V WARRANTIES, INDEMNITIES, AND LIABILITIES

Warranty. LMG represents and warrants that:

The LMG Tools, CSC Software, Other Third Party Software and Documentation are and shall be free and clear of all liens and encumbrances, and TAG shall be entitled to Use them without disturbance;

No portion of the LMG Tools, CSC Software and Other Third Party Software contains, at the time of delivery, any back door, time bomb, Trojan horse, worm, drop dead device, virus, or other computer software routines or hardware components designed to (i) permit access or Use of such software or TAG's computer systems by LMG or a third party not authorized by this Agreement, or (ii) disable, damage or erase the software or data;

The LMG Tools, CSC Software and Other Third Party Software and the design thereof shall not contain preprogrammed preventative routines or similar devices which prevent TAG from exercising the rights granted to TAG under this Agreement or from utilizing the software for the purpose for which they were designed; and

Each item of LMG Tools and, to LMG's knowledge, the CSC Software and Other Third Party Software (i) shall be free from defects and (ii) shall function properly under ordinary Use and operate in conformance with its Applicable Specifications and Documentation.

During the period specified in Exhibit A, LMG will provide warranty service to TAG at no additional charge and will include all LMG Services or replacement software necessary to enable LMG to comply with the warranties set forth in this Agreement.

5.2 LMG Infringement Indemnification

LMG represents and warrants that (i) no LMG Tools, CSC Software, Other Third Party Software or Documentation provided under this Agreement is the subject of any claim, dispute, demand or litigation (Claim), and (ii) LMG has all right, title, ownership interest, and/or rights necessary to provide such software and Documentation to TAG and that the License, the LMG Tools and Documentation and their license and Use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement (Infringement). LMG shall indemnify and hold TAG, its affiliates and their respective successors, officers, directors, employees, and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, costs, and expenses including legal fees (Losses) resulting from or arising out of any breach or claimed breach of the foregoing warranties, or which is based on a claim of an Infringement and LMG shall defend and settle, at its expense, all suits or proceedings arising therefrom. TAG shall inform LMG of any such Claim against TAG and shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing.

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LMG shall notify TAG of any Claims against LMG based on an alleged Infringement of any party's intellectual property rights in and to the LMG Tools, CSC Software, Other Third Party Software or Documentation. In the event an injunction is sought or obtained against Use thereof or in TAG's opinion is likely to be sought or obtained, LMG shall promptly, at its option and expense, either (i) procure for TAG the right to continue to Use the infringing software or Documentation as set forth in this Agreement, or (ii) replace or modify the infringing software or Documentation to make its Use non-infringing while being capable of performing the same function without degradation of performance.

LMG's indemnification obligations under this Section 5.2 will expire twelve (12) months after the Conversion Date.

Notwithstanding the foregoing, LMG shall have no liability or obligation to any of the TAG ndemnities under this Section 5.2 to the extent the claim of Infringement is caused by TAG's contributions to, misuse of or unauthorized modification of such item.

5.3 TAG Indemnification

TAG shall indemnify and hold LMG, its affiliates and their respective successors, officers, directors, employees, and agents harmless from and against any and all Losses resulting from or arising out of (i) any Infringement by software provided by TAG or PSC or (ii) TAG's contributions to, misuse of or unauthorized modification of LMG Tools, CSC Software, Other Third Party Software or Documentation provided by LMG under this Agreement; provided, however, that TAG shall have no obligation under this Section to the extent (A) the claim or Infringement was the result of LMG's failure to obtain the required consents or approvals for which it is responsible, (B) LMG failed to provide written notice of the duties, obligations or restrictions to which TAG is subject, or (C) TAG's contributions to, use of, modification or other activities is consistent in all material respects with LMG's activities in the twelve (12) months prior to the Effective Date. TAG shall defend and settle, at its expense, all suits or proceedings arising therefrom. LMG shall inform TAG of any such Claim against LMG and shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing.

TAG shall notify LMG of any Claims against TAG described in Section 5.3(a). In the event an injunction is sought or obtained against Use of software provided by TAG or PSC, or in LMG's opinion is likely to be sought or obtained, TAG shall promptly, at its option and expense, either (i) procure for LMG the right to continue to Use the infringing software, or (ii) replace or modify the infringing software to make its Use non-infringing while being capable of performing the same function without degradation of performance.

TAG's indemnification obligations under this Section 5.3 will expire twelve (12) months after the Conversion Date.

Notwithstanding the foregoing, TAG shall have no liability or obligation to any of the LMG ndemnities under this Section 5.3 to the extent the claim of Infringement is caused by LMG's contributions to, misuse of or unauthorized modification of such item.

Other Indemnification. LMG shall indemnify and hold TAG, its affiliates and their respective successors, officers, directors, employees, and agents harmless from and against any and all Losses resulting from or arising out of any Claim by New Customers arising from or relating to a breach of LMG's obligations under this Agreement. Notwithstanding the foregoing, LMG shall not be responsible for the claims based upon breach of new or additional obligations agreed to by TAG and the New Customers after the Effective Date without the prior approval of LMG; provided that

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the service levels in the New Customer Contracts, which are based upon, the service levels being achieved by LMG as of the effective date shall not be considered new or additional obligations. LMG shall defend and settle, at its expense, all suits or proceedings arising therefrom. TAG shall inform LMG of any such Claim against TAG and shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing.

Limitation of Liability. Neither party shall be liable to the other pursuant to this Agreement for any amounts representing loss of profit, loss of business or indirect, consequential, exemplary, or punitive damages of the other party. The foregoing shall not limit the indemnification, defense and hold harmless obligations set forth in this Agreement other than those set forth in Section 5.4 and shall not apply with respect to damages or losses arising from the wrongful termination of this Agreement by LMG, willful misconduct, gross negligence or breach of LMG's obligations under Section 3. 8.

5.6 Insurance

During the Term of the Agreement, LMG shall maintain and keep in force, at its own expense, the following minimum insurance coverages and minimum limits:

workers' compensation insurance, with statutory limits as required by the various laws and regulations applicable to the employees of LMG;

employer's liability insurance, for employee bodily injuries and deaths, with a limit of $500,000 each accident;

commercial general liability insurance, covering claims for bodily injury, death and property damage, including premises and operations, LMG's vicarious liability for acts of independent contractors, products, services and completed operations (as applicable to the Services), personal injury, contractual, and broad-form property damage liability coverages, with combined single limit of $1,000,000 per occurrence, and a general aggregate limit of $2,000,000, for bodily injury, death and property damage;

commercial automobile liability insurance, covering owned, non-owned and hired vehicles, with combined single limit of $1,000,000 per occurrence;

umbrella liability insurance, with a minimum limit of $5,000,000 per occurrence and $5,000,000 in the aggregate;

special form property insurance, on a replacement cost basis, covering the real and personal property of LMG which LMG is obligated to insure by the Agreement; such real and personal property may include equipment, furniture, fixtures and supply inventory; and

employee dishonesty insurance covering dishonest acts of employees; such insurance shall include a Joint Loss Endorsement in favor of TAG and be written for limits not less than $500,000.

All such policies of insurance of LMG shall provide that the insurer will give at least thirty (30) days prior written notice of cancellation to TAG. No such cancellation or material modification shall affect LMG's obligation to maintain the insurance coverages required by the Agreement. TAG shall be named as an additional insured on the commercial general liability insurance policies described above. All liability insurance policies shall be written on an occurrence policy form except for the policies described in (vii) and (viii) above

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which shall be on a claims made basis. TAG shall be named as loss payee as its interest may appear on the property insurance policies of LMG. LMG shall be responsible for payment of any and all deductibles from insured claims under its policies of insurance. All required policies of insurance will be placed with insurers with no less than an A.M. Best rating of A- VII. The coverage afforded under any insurance policy obtained by LMG pursuant to the Agreement shall be primary coverage regardless of whether or not TAG has similar coverage. LMG shall not perform under the Agreement without the prerequisite insurance. Upon TAG's request, LMG shall provide TAG with certificates of such insurance including renewals thereof.

The parties do not intend to shift all risk of loss to insurance. The naming of TAG as additional insured is not intended to be a limitation of LMG's liability and shall in no event be deemed to, or serve to, limit LMG's liability to TAG to available insurance coverages or to the policy limits specified in this Section 5.6 nor to limit TAG's rights to exercise any and all remedies available to TAG under contract, at law or in equity.

Survival of Article V. The provisions of this Article V shall survive the term or termination of this Agreement for any reason.

ARTICLE VI TERMINATION

Term. This Agreement shall become effective as of the Effective Date and, unless terminated under this Article, shall continue in effect until the Conversion Date (the Term); provided that, with respect to any LMG Tools identified in Exhibit A as having a license term beyond the Conversion Date, TAG's License to, and LMG's obligation to provide LMG Services for, such LMG Tools shall survive for the period specified in Exhibit A.

Termination for Cause. In the event that either party materially defaults in the performance of its duties or obligations set forth in this Agreement, and such default is not cured within thirty (30) days after written notice is given to the defaulting party specifying the default, then the party not in default may, by giving written notice thereof to the defaulting party, terminate the Agreement as of a date specified in such notice of termination.

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Termination for Insolvency or Bankruptcy. Either party may immediately terminate this Agreement by giving written notice to the other party in the event of (a) the liquidation or insolvency of the other party, (b) the appointment of a receiver or similar officer for the other party, (c) an assignment by the other party for the benefit of all or substantially all of its creditors, (d) entry by the other party into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, or (e) the filing of a meritorious petition in bankruptcy by or against the other party under any bankruptcy or debtors' law for its relief or reorganization.

Termination Assistance. Commencing upon a notice of termination under Section 6.2 or 6.3 (including notice based upon default by TAG) and continuing for a period, designated by TAG, of up to twelve (12) months thereafter, LMG shall provide to TAG the reasonable termination assistance requested by TAG to allow the LMG Services to continue without interruption or adverse effect and to facilitate the orderly transfer of the LMG Services to TAG or its designee (Termination Assistance). Termination Assistance shall include the following:

LMG shall provide all such information and assistance as may be necessary for TAG to transition off using the LMG Tools, CSC Software and Other Third Party Software or to install and implement the same.

LMG shall provide TAG with an extract of the Customer Data, including, without limitation, all policyholder and New Customer data.

TAG shall be permitted to undertake, without interference from LMG, to hire any Retained Employees. LMG shall waive its rights, if any, under contracts with such personnel restricting the ability of such personnel to be recruited or hired by TAG; provided that counter-offers and making available positions posted through LMG's placement system and generally available to other LMG employees shall not be prohibited under this Section. TAG shall have reasonable access to such personnel for interviews and recruitment.

TAG's License to the LMG Tools and subject to the terms of the applicable third party license, CSC Software and Other Third Party Software and Documentation shall survive the termination for the period specified in Exhibit A, and LMG shall provide copies of all Documentation relevant to such license which is in LMG' possession.

At TAG's request, LMG shall exercise commercially reasonable efforts to assign to TAG its license for the CSC Software and any third party licenses for Other Third Party Software, and TAG shall assume the obligations under such licenses that relate to periods after such date. LMG shall also provide all Documentation relevant to such licenses which is in LMG's possession.

At TAG's request (i) assign to TAG leases and other contracts for some or all of the leased equipment included in the hosting environment or otherwise used to provide the LMG Services, and TAG shall assume the obligations under such leases that relate to periods after such date; and (ii) sell to TAG, at LMG's then current book value, some or all of such items owned by LMG. LMG shall also provide all Documentation relevant to such item which is in LMG's possession.

LMG shall obtain any necessary rights and thereafter make available to TAG, pursuant to reasonable terms and conditions, any third party services then being utilized by LMG in the performance of the LMG Services.

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The Parties contemplate that the activities described in this Section 6.4 shall be completed before the Conversion Date as contemplated in the Administrative Services and Teaming Agreement (i.e., in the ordinary course of the transition projects described therein). If, however, any activities are not completed before the Conversion Date, then notwithstanding anything to the contrary and regardless of whether there has been notice of termination under Section 6.2 or 6.3, LMG shall complete any such activities that are reasonably requested by TAG before the Conversion Date. LMG's obligations under the foregoing sentence shall survive the expiration of the Term.

Reimbursement for Termination Assistance.

Except as provided in this Section 6.5, LMG shall perform or provide the Termination Assistance at no additional cost to TAG; provided that for clarity, the foregoing shall not affect TAG's obligation to reimburse LMG for the applicable costs specifically identified as reimbursable by TAG during the period, and under the terms and conditions, set forth in Sections 4.1 and 4.2 of this Agreement and Section 4.2 of the Administrative Services and Teaming Agreement. The Parties anticipate that, to the extent possible, the Termination Assistance requested by TAG will be provided by LMG using LMG personnel already performing the LMG Services. If Termination Assistance requested by TAG cannot be provided by LMG using such personnel (or incur costs that LMG would not otherwise incur in the performance of the LMG Services under this Agreement), LMG shall promptly notify TAG of such fact and advise TAG of the required personnel or costs. TAG, in its sole discretion, may forego or delay any work activities or temporarily or permanently adjust the work to be performed by LMG or the schedules associated therewith to permit the performance of such Termination Assistance using such personnel and without additional cost. To the extent TAG authorizes LMG to use additional LMG personnel or incur additional cost to perform material Termination Assistance activities requested by TAG, TAG shall reimburse LMG for its reasonable actual out-of-pocket costs; provided LMG notifies TAG of such costs in advance and TAG's reimbursement shall be subject to the reporting and other conditions set forth in Sections 4.1 and 4.2 of this Agreement and Section 4.2 of the Administrative Services and Teaming Agreement.

LMG will provide Termination Assistance regardless of the reason for the termination; provided that if the LMG terminates this Agreement under Section 6.2 as a result of TAG's failure to pay amounts due LMG under this Agreement or under Section 6.3 as a result of TAG insolvency, LMG may require TAG to pay monthly, in advance, for any costs specifically identified in this Agreement as reimbursable by TAG during the period of Termination Assistance. To the extent TAG is obligated to pay in advance, LMG shall, prior to each month, provide TAG with a reasonable written estimate of the reimbursable costs for such month and LMG shall reconcile the actual reimbursable costs incurred by TAG with such estimate in the invoice for the next month.

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ARTICLE VII CONFIDENTIALITY

General. Each party (a Receiving Party) agrees that all Confidential Information provided or otherwise made available under this Agreement by the other party (a Disclosing Party) will be treated as confidential, regardless of whether marked or described as Confidential Information, and all confidentiality notices on that Confidential Information will be retained. In avoiding unauthorized disclosure or use of the Disclosing Party's Confidential Information, the Receiving Party will use at least the same degree of care, but no less than a reasonable degree of care, as it employs concerning its own Confidential Information of similar importance.

Definition. Confidential Information shall mean, with respect to a party, all non-public written, electronic, and oral proprietary information communicated to the other party (or obtained by such other party while at the party's premises) during the Term in connection with this Agreement including information relating to a party's products, services, designs, methodologies, business plans, finances, marketing plans, customers or prospects and the terms of this Agreement. Confidential Information will not include information that (a) was known by the Receiving Party without an obligation of confidentiality before its receipt from the Disclosing Party, (b) is independently developed by the Receiving Party, (c) is or becomes publicly available without a breach by the Receiving Party of this Agreement, or (d) is disclosed to the Receiving Party by a third person who is not required to maintain its confidentiality.

Disclosure. The Receiving Party may disclose Confidential Information only to its own officers, directors, and employees and to its consultants, subcontractors, and advisors who reasonably need to know it for the purposes contemplated by this Agreement. The Receiving Party will be responsible to the Disclosing Party for any violation of the provisions of this Article VII by its officers, directors, employees, consultants, subcontractors or advisors.

Use. The Receiving Party may not use the Disclosing Party's Confidential Information for any purpose not in furtherance of this Agreement, unless it obtains the Disclosing Party's prior written authorization.

Reproduction. Except as otherwise provided in writing between the Parties, the Receiving Party may not print, copy or reproduce in any way, in whole or in part, any documents or other media containing the Disclosing Party's Confidential Information, other than copies for its officers, directors, employees, consultants or advisors who reasonably need to know it for the purposes contemplated by this Agreement, without the prior written consent of the Disclosing Party.

Required Disclosure. If the Receiving Party is requested to disclose any of the Disclosing Party's Confidential Information as part of an administrative or judicial proceeding or pursuant to any government or securities exchange rule or regulation, the Receiving Party will, promptly notify the Disclosing Party of that request and cooperate with the Disclosing Party, at the Disclosing Party's expense, in seeking a protective order or similar confidential treatment for the Confidential Information. If no protective order or other confidential treatment is obtained, the Receiving Party will (a) disclose only that portion of the Confidential Information that is legally required to be disclosed based on the opinion of its counsel and (b) use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

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ARTICLE VIII DATA

Definition. Customer Data shall mean any data or information of any New Customer or of TAG created under a New Customer Contract that is provided to or obtained by LMG in connection with the performance of its obligations under this Agreement, including data and information with respect to the businesses, policyholders, customers, operations, products, rates, regulatory compliance and finances of any New Customer. Customer Data shall also include any data or information pertaining to any New Customer created, generated, collected or processed by LMG in the performance of its obligations under this Agreement.

TAG Ownership of Customer Data. Customer Data is and shall remain the property of TAG and/or the applicable New Customers. LMG shall promptly deliver Customer Data (or the portion of such Customer Data specified by TAG) to TAG in the format and on the media in which it exists as of the date of the request or in such other format or media as TAG reasonably requests. Upon TAG's request, LMG shall return, destroy or securely erase, as directed by TAG, all copies of the Customer Data in LMG's possession or under LMG's control within thirty (30) business days. LMG shall not withhold Customer Data under any circumstance including as a means of resolving a dispute. Customer Data shall not be utilized by LMG for any purpose other than the performance of the LMG Services and shall not be sold, assigned, leased, commercially exploited or otherwise provided to third parties by or on behalf of LMG or any LMG Personnel. LMG shall not possess or assert any lien or other right against or to Customer Data.

8.3 Safeguarding Customer Data.

LMG shall establish and maintain procedures and other safeguards against the destruction, loss, unauthorized access or alteration of Customer Data in the possession of LMG which are (i) no less rigorous than those maintained by LMG as of the Effective Date, and (ii) adequate to meet the requirements of the New Customer Contracts and applicable laws. In the event LMG discovers or is notified of a breach or attempted breach of security relating to Customer Data, LMG shall (A) expeditiously notify TAG of such breach or attempted breach, (B) investigate such breach or attempted breach, (C) remediate the effects of such breach or attempted breach of security, and (D) provide TAG with such assurances as TAG shall request that such breach or attempted breach will not recur.

At TAG's request, LMG shall restore all destroyed, lost or altered Customer Data. Unless TAG has caused the destruction, loss or alteration, LMG shall be responsible for the cost of restoring such data.

File Access. TAG shall have unrestricted access to, and the right to review and retain the entirety of, all computer or other files containing Customer Data, as well as all systems and network logs, system parameters and documentation. At no time shall any of such files or other materials or information be stored or held in a form or manner not immediately accessible to TAG.

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ARTICLE IX DISASTER RECOVERY

LMG shall maintain a disaster recovery plan and a business continuity plan, and the necessary resources and capabilities covering the data center facilities used by LMG to operate all of the LMG Tools, CSC Software and Other Third Party Software, to fully perform the LMG Services under this Agreement in accordance with its terms and the terms of the New Customer Contracts. The plans will be made available to TAG for review upon TAG's request. LMG agrees that it will (a) test the plans at least once every calendar year during the Term hereof, and certify to TAG that such plans are fully operational, and (b) consult with TAG regarding the priority to be given to the LMG Services during any such disaster. When implemented by LMG, the plans shall enable LMG to provide all of the LMG Services within the recovery time objectives required under the New Customer Contracts. The occurrence of a Force Majeure event shall not relieve LMG of its obligation to implement its disaster recovery and business continuity plans and provide disaster recovery and business continuity services.

ARTICLE X MISCELLANEOUS

Binding Nature, Assignment, and Subcontracting. This Agreement shall be binding on the parties and their respective successors in interest and assigns, but neither party shall have the power to assign this Agreement without the prior written consent of the other party. LMG may not subcontract or delegate any of its duties or obligations of performance in this Agreement to any third party without the prior written consent of TAG. If TAG grants such consent, LMG shall remain fully responsible for complete performance of all of LMG's obligations set forth in this Agreement and for any such third party's compliance with the confidentiality and other provisions set forth in this Agreement.

Media Releases. Except for any announcement intended solely for internal distribution by a party or any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of the party, all media releases, public announcements, or public disclosures (including, but not limited to, promotional or marketing material) by a party, its affiliates, employees or agents relating to this Agreement or its subject matter, or including the name, trade name, trade mark, or symbol of a party or any affiliate of a party, shall be coordinated with and approved in writing by that party prior to the release thereof.

Notices. All notices which are required to be given pursuant to this Agreement shall be in writing and shall be delivered by first class mail postage prepaid, sent by overnight express or similarly recognized overnight delivery with receipt acknowledged or by facsimile, with a copy thereof sent by one of the other means. Notices shall be deemed to have been given at the time delivered and shall be addressed as follows or to such other address as a party may designate by proper notice hereunder:

if to TAG: with copies to: Transaction Applications Group, Inc. 421 South 9th Street, Suite 222 Lincoln, Nebraska 68508 Attention: President

Perot Systems Corporation 2300 West Plano Parkway Plano, Texas 75075 Attn: Thomas D. Williams if to LMG: Legacy Marketing Group, Inc. 2090 Marina Avenue Petaluma, CA 94954 Attention: President

with copies to: Stokes Lazarus & Carmichael LLP 80 Peachtree Park Drive N.E. Atlanta, GA 30309 Attention: Michael Ernst, Esquire

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Force Majeure. The term Force Majeure shall mean fires or other casualties or accidents, acts of God, severe weather conditions, strikes or labor disputes, war or other violence, or any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency. A party whose performance is prevented, restricted, or interfered with by reason of a Force Majeure condition shall be excused from such performance to the extent of such Force Majeure condition so long as such party provides the other party with prompt written notice describing the Force Majeure condition and takes all reasonable steps to avoid or remove such causes of nonperformance and immediately continues performance whenever and to the extent such causes are removed.

Severability. If, but only to the extent that, any provision of this Agreement is declared or found to be illegal, unenforceable, or void, then both parties shall be relieved of all obligations arising under such provision, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent. If that is not possible, another provision that is legal and enforceable and achieves the same objective shall be substituted. If the remainder of this Agreement is not affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.

Dispute Resolution. In the event of any disagreement regarding performance under or interpretation of this Agreement and prior to the commencement of any formal proceedings, the parties shall continue performance as set forth in this Agreement and shall attempt in good faith to reach a negotiated resolution by designating a representative of appropriate authority to resolve the dispute.

Waiver. Any waiver of this Agreement or of any covenant, condition, or agreement to be performed by a party under this Agreement shall (a) only be valid if the waiver is in writing and signed by an authorized representative of the party against which such waiver is sought to be enforced, and (b) apply only to the specific covenant, condition or agreement to be performed, the specific instance or specific breach thereof and not to any other instance or breach thereof or subsequent instance or breach.

Remedies. All remedies set forth in this Agreement, or available by law or equity shall be cumulative and not alternative, and may be enforced concurrently or from time to time. If LMG breaches its obligations under Section 3.8, TAG will be irreparably harmed. In such a circumstance, TAG may proceed directly to court and, without any additional findings of irreparable injury or other conditions to injunctive relief, LMG shall not oppose the entry of an order compelling performance by LMG and restraining it from any further breaches. In addition to any other remedies available under this Agreement, with respect to any amounts to be paid or reimbursed by TAG or PSC hereunder or under the LMG Documents that are not paid or reimbursed when due, TAG and/ or PSC may, upon ten (10) days prior notice, set off against such amount any amount that LMG is obligated to pay or credit to TAG or PSC hereunder or under the LMG Documents. For clarity, the foregoing shall not apply to, and TAG and PSC shall not seek to set-off against, commission payments to be paid to LMG producers and agents and other amounts held by TAG in its administrative capacity under the New Customer Contracts and Subcontracts.

Compliance with Laws. In the performance of LMG Services or the provision of LMG Tools and Documentation pursuant to this Agreement, LMG shall comply with the requirements of all applicable laws, ordinances, and regulations of the United States or any state, country, or other governmental entity. LMG shall indemnify, defend, and hold TAG harmless from and against any and all claims, actions, or damages arising from or caused by LMG's failure to comply with the foregoing.

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Survival of Terms. Termination or expiration of this Agreement for any reason shall not release either party from any liabilities or obligations set forth in this Agreement which (a) the parties have expressly agreed shall survive any such termination or expiration, or (b) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration.

GOVERNING LAW. THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL NOT BE GOVERNED BY THE PROVISIONS OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. RATHER THESE RIGHTS AND OBLIGATIONS SHALL BE GOVERNED BY THE LAWS, OTHER THAN CHOICE OF LAW RULES, OF THE STATE OF GEORGIA.

Unauthorized Representations and Relationship of the Parties. Neither party shall (a) represent that this Agreement or the relationship created by this Agreement covers more than is specifically agreed to by the parties or (b) without the other party's prior written consent, make any representations or create any warranties, express or implied, concerning such other party or its products or services. This Agreement shall not constitute or create a joint venture, partnership or formal business organization of any kind. The parties shall be independent contractors, and the employees of one shall not be employees or agents of the other.

No Third Party Beneficiaries. The parties do not intend this Agreement to create any rights enforceable by a third party.

Construction. Unless herein otherwise provided, or unless the context shall otherwise require, references to Articles, Sections, and other subdivisions refer to the Articles, Sections, and other subdivisions of this Agreement. The term or will not be interpreted as excluding any of the items described. The term include or any derivative of such term does not mean that the items following such term are the only types of such items. Neither this Agreement nor any provision contained in this Agreement will be interpreted in favor of or against any party hereto because such party or its legal counsel drafted this Agreement or such provision.

Entire Agreement. This Agreement constitutes the entire and exclusive statement of the agreement between the parties with respect to its subject matter and there are no oral or written representations, understandings or agreements relating to this Agreement which are not fully expressed in the Agreement. This Agreement shall not be amended except by a written agreement signed by both parties. All exhibits referenced in this Agreement or attached to this Agreement, are an integral part of this Agreement. In the event of any conflict between the terms and conditions of this Agreement and any such exhibit, the terms of this Agreement shall be controlling unless otherwise stated or agreed.

SPACE BELOW INTENTIONALLY BLANK - SIGNATURE PAGE FOLLOWS

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IN WITNESS WHEREOF, LMG and TAG have executed this Agreement as of the Effective Date.

LEGACY MARKETING GROUP, INC. TRANSACTION APPLICATIONS GROUP, INC.

By: /s/ R. Preston Pitts By: /s/ John Vonesh

Printed Name: R. Preston Pitts Printed Name: John Vonesh

Title: President Title: President

Output: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

Input: Consider Input: Exhibit 10.10

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

CO-BRANDING AGREEMENT

This Co-Branding Agreement (this Agreement), dated as of June 8, 1999, is made by and between Snap Technologies, Inc. a California corporation having its principal place of business at 111 Townsend St., San Francisco, CA 94107 (Snap), and, United Airlines, Inc., a Delaware corporation having its principal place of business at 1200 E. Algonquin Road, Elk Grove Township, IL 60007 (Sponsor).

RECITALS

A. Snap provides access to applications and other information and content regarding selecting and applying to and attending colleges and graduate and professional degree programs to end users via the World Wide Web; and

B. Sponsor wishes to obtain sponsorship placement on Snap's web site and access to certain information pertaining to Snap's end users.

AGREEMENT

NOW, THEREFORE, the parties agree as follows:

SECTION 1. DEFINITIONS

Wherever used in this Agreement with initial terms capitalized, the following terms shall have the following defined meanings:

CO-BRANDED PAGES means pages of the Snap Web Site, to be developed pursuant to Section 2.2 [CO-BRANDED PAGES] and hosted on the Snap Web Site, that display both the Snap Brand Features and the Sponsor Brand Features, along with such Sponsor Content, Snap Content and other content as the parties may agree upon.

CONFIDENTIAL INFORMATION means information of either party (whether of a technical, business or other nature) which the other party knows or reasonably should know to be confidential or proprietary information of such party.

INTELLECTUAL PROPERTY RIGHTS means any patent, copyright, rights in Trademarks, trade secret rights, moral rights and other intellectual property or proprietary rights arising under the laws of any jurisdiction.

EXCLUSIVE CATEGORY means those product and/or service categories identified on Exhibit A.

SNAP BRAND FEATURES means the Snap Marks and Snap's distinct brand elements that appear from time to time in Snap's properties, ventures and services worldwide and are protected under U.S. copyright law or for which Snap has established trademark, service mark or trade dress rights and any modifications to the foregoing that may be created during the term of this Agreement.

CO-BRANDING AGREEMENT PAGE 1 SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406.

SNAP CONTENT means any information, materials or content developed by Snap for use on the Sponsor Web Site.

SNAP MARKS means those Trademarks of Snap set forth on Exhibit B hereto and such other Trademarks as Snap may from time to time notify Sponsor to be Snap Marks within the meaning of this Agreement.

SNAP WEB SITE means that Web Site, the primary home page for which is located at URL http://www.collegedge.com (and any successor or replacement thereof).

Source: EMBARK COM INC, S-1/A, 10/8/1999

SPONSOR CONTENT means any information, materials or content supplied by or on behalf of Sponsor, whether directly or indirectly, for use on the Co-Branded Pages.

SPONSOR BRAND FEATURES means the Sponsor Marks and Sponsor's distinct brand elements that appear from time to time in Sponsor's properties, ventures and services worldwide and are protected under U.S. copyright law or for which Sponsor has established trademark, service mark or trade dress rights and any modifications to the foregoing that may be created during the term of this Agreement.

SPONSOR MARKS means those Trademarks of Sponsor set forth on Exhibit B hereto and such other Trademarks (if any) as Sponsor may from time to time notify Snap in writing to be Sponsor Marks within the meaning of this Agreement.

SPONSOR WEB SITE means that Web Site, the primary home page for which is located at URL http://www.ual.com and any successor or replacement thereof.

TERM means the term of this Agreement as provided in Section 4.1 [TERM].

TRADEMARKS means any trademarks, service marks, trade dress, trade names, corporate names, proprietary logos or indicia and other source or business identifiers.

WEB SITE means, with respect to any person or entity, all points of presence and/or services maintained by such person or entity on the Internet (including, without limitation, the World Wide Web) or on any successor public data network. With respect to any Web Site maintained on the World Wide Web, such Web Site includes all HTML pages (or similar unit of information presented in any relevant data protocol) that either (a) are identified by the same second-level domain (such as .com) or by the same equivalent level identifier in any relevant address scheme, or (b) contain branding, graphics, navigation or other characteristics such that a user reasonably would conclude that the pages are part of an integrated information or service offering.

SECTION 2. CONTENT, CO-BRANDING AND LICENSES

2.1 CREATION OF CONTENT. Following the execution of this Agreement, Snap and Sponsor will work in good faith to develop the content specified in Exhibit C. All content to be included on the Co-Branded Pages shall be required to comply with Snap's generally applicable content and technical guidelines.

2.2 CO-BRANDED PAGES. Following the execution of this Agreement, Snap and Sponsor will work in good faith to develop the Co-Branded Pages which may include all or part of the

CO-BRANDING AGREEMENT PAGE 2 SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406.

Sponsor Content and/or the Snap Content. The Co-Branded Pages will have the specifications set forth on Exhibit C. The Co-Branded Pages shall be required to comply with Snap's generally applicable content and technical guidelines. Sponsor will supply Sponsor Content and Sponsor Brand Features as agreed upon by the parties for inclusion in the Co-Branded Pages. Following the development thereof, Snap shall use commercially reasonable efforts to post and maintain the Co-Branded Pages on the Snap Web Site. Snap may from time to time, in consultation with Sponsor, update and modify the Co-Branded Pages but may not change Sponsor content or Sponsor Brand Features, or do anything else with them, without Sponsor's prior written consent.

2.3 LICENSES.

2.3.1 Subject to Section 2.4 [APPROVAL OF TRADEMARK USAGE], Sponsor hereby grants Snap a non-exclusive, revocable nontransferable, royalty-free, worldwide license to: (a) use, reproduce, publish, perform and display the Sponsor Marks and Sponsor Brand Features on the Co-Branded Pages; (b) link to the Sponsor Web Site from the Co-Branded Pages and/or the Snap Web Site that contains the Co-Branded Pages and (c) use, reproduce, publish, perform, and display the

Source: EMBARK COM INC, S-1/A, 10/8/1999

Sponsor Content in and on the Co-Branded Pages. All goodwill arising out of Snap's use of any of the Sponsor Marks shall inure solely to the benefit of Sponsor.

2.3.2 Subject to Section 2.4 [APPROVAL OF TRADEMARK USAGE], Snap hereby grants Sponsor a non-exclusive, nontransferable, royalty-free, worldwide license to (a) use, reproduce, publish, perform and display the Snap Marks and Snap Brand Features on the Sponsor Web Site in connection with the logo link contemplated by Section 2.l, and in connection with its promotional and marketing activities contemplated by Section 2.5 [PROMOTION OF SNAP SERVICES] and (b) use, reproduce, publish, perform and display the Snap Content on the Sponsor Web Site or other Sponsor properties as mutually agreed by the parties. All goodwill arising out of Sponsor's use of any of the Snap's Marks shall inure solely to the benefit of Snap.

2.4 APPROVAL OF TRADEMARK USAGE. Snap shall not use or exploit in any manner any of the Sponsor Marks or Sponsor Brand Features, and Sponsor shall not use or exploit in any manner any of the Snap Marks or Snap Brand Features, except in such manner and media as may be specified in the other party's trademark usage and branding guidelines or as the other party may consent to in writing. Either party may revise such guidelines or revoke or modify any such consent upon written notice to the other party.

2.5 PROMOTION OF SNAP SERVICES. Commencing upon the date of this Agreement and thereafter throughout the Term Sponsor will use its commercially reasonable efforts (subject to the terms of this Agreement) to generally promote and market Snap and the Snap Web Site. In addition, Sponsor will perform those specific promotional and marketing services specified on Exhibit D.

2.6 EXCLUSIVE SPONSORSHIP. During the Term, Snap will not grant any third party any right to sponsor any products or services in the Exclusive Category on or through the Snap Web Site. For the avoidance of doubt, the parties acknowledge that the foregoing restriction applies only to persistent sponsorship placement as judged by Sponsor at its discretion, and not to run-of-site banner advertisements or other rotating promotional placements.

2.7 SNAP USER DATA. Snap will distribute marketing messages on behalf of Sponsor to Snap's end users via electronic mail and other methods of communication as mutually agreed by the parties. Furthermore, Snap will make available to Sponsor necessary end user data as reasonably

CO-BRANDING AGREEMENT PAGE 3 SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406.

appropriate for marketing purposes, including, without limitation, pre-populating end user data into online frequent flier account applications. Sponsor acknowledges that all such end user data that is generated by Snap is valuable proprietary information of Snap and Sponsor agrees that any use of such end user data will limited solely to use for purposes of delivering superior travel values to Snap end users and for no other purpose. Furthermore, Sponsor acknowledges that any use of Snap end user data shall be limited to the extent allowed by and subject to Snap's agreement with such end users; provided, however, that Snap represents and warrants that such agreements with its end users will not increase Sponsor's duties or decrease its rights, nor reduce Snaps obligation to Sponsor hereunder without Sponsor's prior written permission.

SECTION 3. COMPENSATION AND REPORTING

3.1 UP-FRONT PAYMENT. Upon execution of this Agreement, Sponsor will pay Snap the amounts set forth on Exhibit A as the Up-Front Fee in consideration of Snap's development and integration of travel-related content for use on the Co-Branded Pages and/or the Sponsor Web Site.

3.2 QUARTERLY FEE PAYMENTS. Sponsor will pay Snap the quarterly fees as set forth below on Exhibit A hereto.

3.3 LAUNCH OF TRAVEL CO-BRANDED PAGES. After execution of this Agreement, the parties shall work together cooperatively to determine a mutually agreeable timeline for the launch of the Co-Branded Pages. If the parties determine that an adjustment to the timing of quarterly payments hereunder is

Source: EMBARK COM INC, S-1/A, 10/8/1999

appropriate, the parties may amend the quarterly payment schedule set forth on Exhibit A hereto with a written amendment signed by both parties.

SECTION 4. TERM AND TERMINATION

4.1 TERM. The Term shall commence on the date of this Agreement and, unless earlier terminated or extended as provided below, shall end as of December 31, 2000.

4.2 TERMINATION. Either party may terminate the Term upon not less than sixty (60) days prior written notice to the other party of any breach hereof by such other party. In addition, either party may terminate the Term immediately upon written notice in the event that the other party shall fail to do business in the normal course or become subject to any bankruptcy, assignment for creditors, corporate dissolution or similar proceeding.

4.3 EFFECT OF TERMINATION. Upon termination or expiration of the Term for any reason, all rights and obligations of the parties under this Agreement shall be extinguished, except that: (a) the rights and obligations of the parties under Sections 5, 6, 7 and 8 of this Agreement, along with all accrued payment obligations of Sponsor (i.e. the up-front payment referenced in Section 3.1 [UP-FRONT PAYMENT] and set forth in Exhibit A hereof), shall survive any termination or expiration of the Term.

4.4 RIGHT OF FIRST REFUSAL. In the event of termination or expiration of this Agreement for other than a material breach of this Agreement by Sponsor, upon notice from Sponsor delivered to Snap at least forty-five (45) days prior to such expiration or termination, Snap shall negotiate in good faith an agreement providing Sponsor with sponsorship rights similar to those described herein on terms and conditions to be mutually agreed upon by the parties. In the event that an agreement

CO-BRANDING AGREEMENT PAGE 4 SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406.

between the parties is not executed within thirty (30) days following delivery, of such notice to Snap, Snap shall be free thereafter to enter into an such an agreement with any third party.

SECTION 5. REPRESENTATIONS AND WARRANTIES; INDEMNITY

5.1 SNAP REPRESENTATIONS AND WARRANTIES. Snap represents and warrants to Sponsor that:

(a) it has full power and authority to enter into this Agreement;

(b) the execution, delivery and performance by Snap of this Agreement will not violate any law, statute or other governmental regulation, and will not violate any other agreement or instrument to which Snap is a party; and

(c) the use of the Snap Content will not violate or infringe any Intellectual Property Right or other right of any third party.

5.2 SPONSOR REPRESENTATIONS AND WARRANTIES. Sponsor represents and warrants to Snap that:

(a) it has full power and authority to enter into this Agreement;

(b) neither the execution, delivery and performance by Sponsor of this Agreement, nor the performance of ticketing services by Sponsor, in connection with the Co-Branded Pages, will violate any law, statute or other governmental regulation or any other agreement or instrument to which Sponsor is a party; and

(c) the use of the Sponsor Content will not violate or infringe any Intellectual Property Right or other right of any third party.

SECTION 6. EXCLUSIONS; NO LIABILITY

Source: EMBARK COM INC, S-1/A, 10/8/1999

6.1 WARRANTIES EXCLUDED. NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) SNAP MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SNAP WEB SITE, SNAP BRAND FEATURES OR ANY OTHER ITEMS OR SERVICES PROVIDED BY SNAP, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT; (B) SPONSOR ACKNOWLEDGES THAT THE SNAP WEB SITE (INCLUDING ANY SERVERS OR OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY SNAP IN CONNECTION WITH THE SNAP WEB SITE) AND SNAP BRAND FEATURES ARE PROVIDED AS IS AND THAT SNAP MAKES NO WARRANTY THAT THE SNAP WEB SITE WILL BE FREE FROM BUGS, FAULTS, DEFECTS OR ERRORS OR THAT ACCESS TO THE SNAP WEB SITE WILL BE UNINTERRUPTED; (C) SPONSOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SPONSOR WEB SITE,

CO-BRANDING AGREEMENT PAGE 5 SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406.

SPONSOR BRAND FEATURES OR ANY OTHER ITEMS OR SERVICES PROVIDED BY SPONSOR, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT; AND (D) SNAP ACKNOWLEDGES THAT THE SPONSOR WEB SITE (INCLUDING ANY SERVERS OR OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY SPONSOR IN CONNECTION WITH THE SPONSOR WEB SITE) AND SPONSOR BRAND FEATURES ARE PROVIDED AS IS AND THAT SPONSOR MAKES NO WARRANTY THAT THE SPONSOR WEB SITE WILL BE FREE FROM BUGS, FAULTS, DEFECTS OR ERRORS OR THAT ACCESS TO THE SPONSOR WEB SITE WILL BE UNINTERRUPTED.

6.2 LIMITATION OF LIABILITY. NEITHER PARTY WILL HAVE ANY LIABILITY FOR, AND EACH PARTY HEREBY WAIVES AND DISCLAIMS, ANY AND ALL CLAIMS AND CAUSES OF ACTION AGAINST THE OTHER PARTY, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY), WARRANTY OR OTHERWISE, RELATING TO ANY INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, IN EACH CASE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING ANY BREACH HEREOF) OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 7. OWNERSHIP

7.1 SPONSOR. As between the parties, Sponsor retains all right, title and interest in and to the Sponsor Web Site, the Sponsor Content and the Sponsor Marks and other Sponsor Brand Features, along with all Intellectual Property Rights associated with any of the foregoing.

7.2 SNAP. As between the parties, Snap retains all right, title and interest in and to: (a) the Snap Content, Snap Web Site (including, without limitation, any and all Snap Web Site content (other than the Sponsor Content), Sponsor generated data, URLs, domain names, technology, hardware, software, code, know-how, techniques, algorithms, processes, user interfaces, look and feel, Trademarks and any other items posted thereon or used in connection or associated therewith) and the Snap Marks and other Snap Brand Features, along with all Intellectual Property Rights associated with any of the foregoing.

7.3 OTHER TRADEMARKS. Snap shall not register or attempt to register any of the Sponsor Marks or any Trademarks which Sponsor reasonably deems to be confusingly similar to any of the Sponsor Marks. Sponsor shall not register or attempt to register any of the Snap Marks or any Trademarks which Snap reasonably deems to be confusingly similar to any of the Snap Marks.

7.4 FURTHER ASSURANCES. Each party shall take, at the other party's expense, such action (including, without limitation, execution of affidavits or other documents) as the other party may reasonably request to effect, perfect or confirm such other party's ownership interests and other rights as set forth above in this Section 7.

CO-BRANDING AGREEMENT PAGE 6 SNAP CONFIDENTIAL

Source: EMBARK COM INC, S-1/A, 10/8/1999

* Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406.

SECTION 8. GENERAL PROVISIONS

8.1 CONFIDENTIALITY. During the Term, and for a period of five (5) years thereafter, the receiving party will not disclose to others or use for any purpose of its own, other than in performance of this Agreement, any Confidential Information of the other party. Each party shall take, at a minimum, measures consistent with those taken to protect its own similar types of Confidential Information (and in any event, at least reasonable measures) to protect the other's Confidential Information against disclosures prohibited by this Agreement. Each party acknowledges that its breach of the provisions of this Section 8.1 [CONFIDENTIALITY] will result in immediate and irreparable harm to the other and that money damages alone would be inadequate to compensate such party. Therefore, in the event of a breach of this Section 8.1 [CONFIDENTIALITY] by either party the other party may, in addition to other remedies, immediately obtain and enforce injunctive relief prohibiting the breach or threatened breach or compelling specific performance. Notwithstanding any other provision of this Agreement, the restrictions set forth in this Section 8.1 [CONFIDENTIALITY] shall not apply to any information that: (i) is in or enters the public domain through no fault of the receiving party; (ii) is disclosed to the receiving party by a third party legally entitled to make such disclosure; (iii) is independently developed by the receiving party without reference to any Confidential Information of the other party; or (iv) is required to be disclosed by applicable law, regulation or order of any governmental authority; provided, that in such event, the receiving party shall provide the disclosing party with prior notice that is reasonable in the circumstances of such disclosure and shall use reasonable efforts to cooperate with the disclosing party to minimize the extent and scope of such disclosure.

8.2 INDEPENDENT CONTRACTORS. Sponsor and Snap are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, franchise or agency relationship between Sponsor and Snap. Neither party has any authority to enter into agreements of any kind on behalf of the other party.

8.3 ASSIGNMENT. Neither party may assign this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party, not to be unreasonably withheld; except that either party may, without the other party's consent, assign this Agreement or any of its rights or delegate any of its duties under this Agreement: (a) to any corporate affiliate of such party; or (b) to any purchaser of all or substantially all of such party's assets or to any successor by way of merger, consolidation or similar transaction. Subject to the foregoing, this Agreement will be binding upon, enforceable by, and inure to the benefit of the parties and their respective successors and assigns.

8.4 CHOICE OF LAW; FORUM SELECTION. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without reference to its choice of law rules. Sponsor hereby irrevocably consents to personal jurisdiction and venue in the state and federal courts located in San Francisco, California with respect to any actions, claims or proceedings arising out of or in connection with this Agreement.

8.5 NONWAIVER. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

CO-BRANDING AGREEMENT PAGE 7 SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406.

8.6 FORCE MAJEURE. Neither party shall be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly from acts of God, acts of civil or military authorities, civil

Source: EMBARK COM INC, S-1/A, 10/8/1999

disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications or Internet services or network provider services, other catastrophes or any other occurrences which are beyond such party's reasonable control.

8.7 NOTICES. Any notice or other communication required or permitted to be given hereunder shall be given in writing and delivered by first class U.S. mail, in person, or mailed via confirmed facsimile or e-mail, or delivered by courier service, properly addressed and stamped with the required postage, to the person signing this agreement on behalf of the applicable party at its address specified above and shall be deemed effective upon receipt. Either party may from time to time change the person to receive notices or its address by giving the other party notice of the change in accordance with this section:

8.8 INTEGRATION. This Agreement contains the entire understanding of the parties hereto with respect to the transactions and matters contemplated hereby, supersedes all previous agreements or negotiations between Snap and Sponsor concerning the subject matter hereof, and cannot be amended except by a writing signed by both parties. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date set forth above.

SNAP: SPONSOR:

Snap Technologies United Airlines, Inc.

By: /s/ Howard Berman By: /s/ [*] ---------------------------------- -------------------------------------- Name: Howard Berman Name: [*] -------------------------------- ------------------------------------ Title: Chief Operating Officer Title: Director Electronic Distribution ------------------------------- ----------------------------------- Date: June 8, 1999 Date: June 8, 1999 -------------------------------- ------------------------------------

CO-BRANDING AGREEMENT PAGE 8 SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406.

EXHIBIT A

PAYMENTS AND EXCLUSIVITY

1. The Exclusive Category is PROVIDERS OF TRAVEL SERVICE.

2. The up-front payment called for by Section 3.1 will be [*].

3. Sponsor shall pay the following non-accrued obligation quarterly fees on or prior to the following dates:

June 30, 1999 [*] September 30, 1999 [*] December 31, 1999 [*] March 31, 2000 [*] June 30, 2000 [*] September 30, 2000 [*] December 31, 2000 [*]

CO-BRANDING AGREEMENT PAGE 9 SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406.

Source: EMBARK COM INC, S-1/A, 10/8/1999

EXHIBIT B

TRADEMARKS

The following Trademarks of Sponsor as well as additional Trademarks of Sponsor added at a later date related to the development of the United Student Travel Center are Sponsor Marks as that term is used in this Agreement.

United Airlines logos (forthcoming)

CollegePlus logo (forthcoming)

The following Trademarks of Snap are Snap Marks as that term is used in this Agreement:

[LOGO]

CO-BRANDING AGREEMENT PAGE 10 SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406.

EXHIBIT C

SPECIFICATIONS OF CONTENT AND CO-BRANDED PAGES

SNAP CONTENT

The following content shall be developed by Snap (with input from Sponsor) and provided to Sponsor for inclusion on the Sponsor Web Site:

- - Travel related content on the Going to School section of the Snap site for students seeking to enter college, graduate school, professional schools or ESL programs. This content shall include but not be limited to informational articles on how to pack for travel, frequent flyer programs, and travel tips, etc. Content ideas or articles may be provided by Sponsor or by Snap. Snap will edit or write these articles as necessary to fit the overall tone of the site.

- - As other areas of the Snap site are developed that may pertain to travel, Sponsor and Snap will look to develop travel related content in a similar fashion as above.

- - Snap agrees to include Sponsor specials and e-fare related information in Snap's monthly newsletter to Snap's registered users. The input will be provided by Sponsor but may be adjusted by Snap to fit the overall tone of the newsletter. The Sponsor's input to the newsletter may include buttons or links back to the Sponsor's booking engine or its E-Fares-Registered Trademark- so that users may, for example, actually book tickets or sign-up for weekly E-Fare-Registered Trademark- notifications.

SPONSOR CONTENT

The following content shall be developed by Sponsor (with input from Snap) and provided to Snap for inclusion on the Co-Branded Pages:

- - The Sponsor shall develop a student travel site that will include a booking engine and E-Fares-Registered Trademark- engine. Snap users may link to this site through the Snap store or through any other relevant pages on the Snap site. Users who connect from the Snap site will be linked to or from the Co-branded or Snap pages by a logo link containing the Snap Brand Features to be supplied by Snap which links back to the Snap web site. This logo link will be placed in a mutually acceptable above the fold location on the Sponsor site (based on a 640x450 pixels screen).

- - Sponsor agrees that users who connect from the Snap site shall be at least one click away from any page which mentions the CollegePlus or MileagePlus

Source: EMBARK COM INC, S-1/A, 10/8/1999

First Card credit card.

- - Sponsor will work with Snap to develop content ideas and articles for the Going to School and other areas on the Snap site as outlined above.

CO-BRANDING AGREEMENT PAGE 11 SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406.

EXHIBIT D

SPONSOR PROMOTIONAL ACTIVITIES

Sponsor and Snap shall work together to create mutually acceptable content for inclusion on the Going to School section of the Snap Web Site.

On each page of the Sponsor Web Site linked to or from the Co-Branded Pages or containing any Snap Content, Sponsor shall include, in a mutually acceptable above-the-fold location (based on a 640x480 pixels screen), a logo link containing the Snap Brand Features, to be supplied by Snap, which links back to the Snap Web Site.

Sponsor shall make available to Snap [*] of advertising placements (based on Sponsor's standard prices for the same or similar advertising) during each the calendar years 1999 and 2000 in marketing vehicles owned or controlled by Sponsor as reasonably requested by Snap for the purpose of marketing the Co-Branded Pages and the services provided on such pages. The parties acknowledge that Snap has elected to use HEMISPHERES magazine as the initial marketing vehicle. Snap acknowledges that marketing pieces included in Sponsor's marketing vehicles must be reasonably consistent with the overall message delivered by such vehicle.

Sponsor shall develop a its new proprietary product category to be offered through the Co-Branded Pages that shall represent a college-oriented electronic fare based on Sponsor's E-Fare-Registered Trademark- product. It is the parties' expectations that the investment required of Sponsor to deliver this new product category to the relationship described in this Agreement shall be approximately [*].

Sponsor shall make available to Snap [*] worth of travel on Sponsor's airline ([*] in calendar 1999 and [*] in calendar 2000) to be given away by Snap through a sweepstakes process as a promotional tool. Snap shall be free to elect to give away domestic or international travel in its sole election and will be credited [*] per domestic roundtrip ticket given away and [*] per international roundtrip ticket given away. In the event that the parties mutually determine that the sweepstakes form of promotion is a valuable marketing tool, the parties may agree to make additional tickets available to be given away.

CO-BRANDING AGREEMENT PAGE 12 SNAP CONFIDENTIAL

* Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406.

Source: EMBARK COM INC, S-1/A, 10/8/1999

Output: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party's obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

Input: Consider Input: EXHIBIT 4.11

SPONSORSHIP AGREEMENT ---------------------

SPONSORSHIP AGREEMENT dated as of May 1, 2002 (this Agreement), by and between XYBERNAUT CORPORATION, a Virginia corporation (XC), and ALEX JOB RACING, INC., a Florida corporation (AJR).

W I T N E S S T H - - - - - - - - -

WHEREAS, XC is the market leader in wearable computers and related solutions and engages in other activities related thereto; and

WHEREAS, AJR is in the business of operating and maintaining Le Mans level racing car teams for the 2002 Le Mans American Racing Season (the Season); and

WHEREAS, XC is desirous of sponsoring an automobile racing team comprised of two (2) Porsche GT racing cars which will be raced and managed during the Season by AJR (the Team), in order to enhance market awareness and visibility of XC, and its business and products; and

WHEREAS, AJR is desirous of providing the aforementioned sponsorship to XC.

NOW, THEREFORE, in consideration of the terms, covenants and conditions herein contained, and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged by the parties, XC and AJR agree as follows:

A G R E E M E N T - - - - - - - - -

1. Sponsorship.

(a) In consideration of the payments, through the issuance of securities to AJR as provided for in Section 3 hereof, AJR agrees to designate XC as an associate sponsor and the exclusive technology sponsor for wearable computer technology of the Team for the Season and grants to XC the rights and benefits of such sponsorship as more fully set forth herein.

(b) In order to publicly reflect this sponsorship and provide the XC with the goodwill associated with the sponsorship, AJR shall provide and XC shall receive, throughout the Term (as hereinafter defined) of this Agreement the following:

(i) an XC logo shall be prominently displayed on the front hoods and rear quarters of the two (2) Le Mans level Porsche racing cars (the Cars), which will be raced by Team throughout the Season,

(ii) a large XC logo will be prominently displayed on the transporter vehicles for the Cars,

(iii) an XC logo shall be displayed on the dashboard of each Car in a prominent and conspicuous place so that the logo will be visible to

any in-car camera which may be located in either of the Cars. XC acknowledges that the installation and operation of an in-car camera is not within the control of, or guaranteed by, AJR, and

(iv) XC logo patches (which will be furnished by XC) shall be worn on a prominent place on the uniforms of all of the crew and Team members.

The size and placement of the XC logos, as mutually agreed upon by XC and AJR, shall be the same size and placement as appearing in the first race of the Season on the Cars, transport vehicles and crew uniforms. XC shall have approval rights over use of its logo by AJR and shall designate which XC trademark identifications are utilized by AJR and how they are used in connection with the logos. The costs and expenses of placing the XC logos on the Cars as contemplated by subsections (ii), (ii) and (iii) of this Section 1(b) shall be borne exclusively by AJR.

(c) In addition to the logo placements described in Section 1(b) hereof, as part of the sponsorship granted hereby, during the Term of this Agreement, XC shall also receive and AJR shall provide, at AJR's cost and expense (except as otherwise expressly provided), the following:

(i) AJR shall make one of the Cars available for display at one (1) promotional event to be designated by XC.

(ii) If requested by XC, XC shall have the right to host XC's employees and invitees at a hospitality tent at the various race venues during the Season, the details of each hospitality event to be agreed to by XC and AJR (such details to include, without limitation, the amount of costs to be paid by XC, the drinks and food service

at the event, seating, the availability of VIP parking, etc.).

(iii) If requested by XC, in its sole discretion, AJR shall make one of the drivers of the Cars available to attend promotional and media events hosted by XC; provided that XC shall pay for the reasonable out-of-pocket costs and expenses incurred by AJR in making the driver available for such events.

(iv) AJR shall provide a link from its website to XC's website, such linking to be accomplished as soon as possible after the date of this Agreement. AJR shall not &bbsp; make any reference to XC on its website (or modify any approved reference) without XC's prior written approval.

(v) AJR shall use its best efforts to promote the name, image, brand and reputation of XC and the products and services of XC. In addition, AJR shall assist XC in evaluating various applications of wearable and wireless devices to automobile racing including

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potential applications for the use of devices at the track, in the pits, in the stands and generally for crowd control.

(vi) Subject to the prior approval of Porsche, XC shall have the right to use photographs of the Cars, the drivers and other Team members in connection with the preparation of promotional and marketing materials, without paying any royalty or other fee. If clearance or approvals are required to be obtained in connection with the use of such photographs, AJR shall use commercially reasonable efforts to obtain such clearances and approvals. The extent of the approvals to be sought from the drivers and other Team members shall include the right to use their name, likeness, approved biography and sobriquet in connection with such marketing and promotional materials.

2. Other Rights of XC. During the Term of this Agreement, XC shall have the right to identify itself with the Team and to identify itself as an official technology sponsor for wearable computers of the Team in any promotional, marking or other materials used by XC.

3. Consideration to AJR; Registration Rights.

(a) In consideration of the rights granted to XC pursuant to Sections 1 and 2 hereof and the provisions of this Agreement, XC shall issue to AJR (i) 125,000 shares (the Shares) of common stock, par value $0.01 of XC (the Common Stock); and (ii) warrants to purchase 50,000 shares of Common Stock (the Warrants). The Warrants shall have an exercise price of $1.18 per share being the closing market price for the Common Stock on April 30, 2002 and shall be exercisable for a period of three (3) years from their date of issue.

(b) In addition to the Shares and Warrants to be issued to AJR pursuant to Section 3(a) hereof, XC agrees to provide to AJR five (5) to eight (8) (as determined by XC in its discretion) MAV(R) wearable computers (the Units) to be used by AJR to promote XC's products and services as contemplated by Section 1(c)(v). AJR shall have no liability for any damage to or loss of the wearable computers issued to AJR under this Agreement, except to the extent such damage or loss results from the intentional abuse of the equipment by AJR personnel.

(c) XC shall provide a link from its website to AJR's website.

(d) XC hereby grants to AJR piggyback registration rights with respect to the Shares and the shares of Common Stock underlying the Warrants (collectively, the Registrable Securities). Pursuant to such piggyback registration rights, XC shall include all of the Registrable Securities in any registration statement filed by XC with respect to its Common Stock (other than on a registration statement on Forms S-8 or S-4 (or any successors to such forms) or relating to any employee stock option plan) with the Securities and Exchange Commission. In the event a registration statement covering all of the Registrable Securities has

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not been filed with the Securities and Exchange Commission on or before July 1, 2002, XC agrees to pay to AJR $10,000. XC shall pay to AJR an additional $10,000 for each thirty-day period thereafter (e.g., ending, August 1, September 1, etc.) in which a registration statement has not been filed with the Securities and Exchange Commission for purposes of registering all Registrable Securities. All such payments due hereunder shall be payable on or before the 5th of the month in which such payment becomes due. In the event XC voluntarily withdraws any registration statement submitted to the Securities and Exchange Commission, XC shall be deemed to have never submitted such registration statement for purposes of this paragraph. Unless otherwise agreed by XC and AJR, none of the

Registrable Securities shall be sold as part of an underwritten public offering in connection with the registration statement filed pursuant to this paragraph, but, instead, shall be delivered to AJR as unrestricted, freely trading Shares.

(e) All costs and expenses associated with the registration of the Registrable Securities shall be born by XC.AJR shall provide XC with such information regarding AJR as XC shall request for inclusion in the registration statement and shall indemnify the Company and hold it harmless with respect to any material misstatement or material omission with respect to such information

(f) All Registrable Securities that are registered pursuant to Section 3(d) hereof shall be subject to the lock-up provided for in this Section 3(f) (the Lock-Up), and AJR agrees to be bound by the Lock-Up. Pursuant to the Lock-Up, AJR agrees that following the registration of Registrable Securities, it shall not directly or indirectly, sell, transfer, pledge, assign, gift, hypothecate or otherwise dispose of more than 25,000 shares of Common Stock during any five (5) consecutive trading days on the principal securities exchange or securities market where XC's Common Stock is then traded.

4. Accredited Investor Representations. In order to induce XC to issue the Shares and the Warrants to AJR, AJR hereby represents and warrants to XC as follows:

(a) AJR is aware of what constitutes an accredited investor as that term is defined under Regulation D promulgated under the Securities Act of 1933, as amended (the Securities Act), and under applicable state securities laws, and AJR represents and warrants that is an accredited investor for purposes of Regulation D and such state securities laws.

(b) AJR acknowledges that an investment in the Shares and the Warrants is a speculative investment and involves a high degree of risk, and that XC makes no assurances whatsoever concerning the present or prospective value of the Shares or the Warrants. AJR is able to bear the economic risks of an investment in the Shares and the Warrants, and, consequently, without limiting the generality of the foregoing, is able to hold the Shares and the Warrants for an indefinite period of time and has a sufficient net worth to sustain a loss of its entire investment in the Shares and the Warrants in the event such a loss should occur.

(c) AJR has had an opportunity to review copies of XC's public filings with the United States Securities and Exchange Commission (the SEC) (collectively, the Public Documents). AJR has had the opportunity to obtain any additional information necessary to verify the accuracy of the information contained in the Public Documents and has been given the opportunity to meet with representatives of XC and to have them answer any questions and

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provide any additional information considered relevant by AJR. In making its decision to invest in Shares and the Warrants, AJR has relied solely on the Public Documents.

(d) AJR is acquiring the Shares and the Warrants for AJR's own account for investment and not with a view to or for resale in connection with any distribution of the Shares or the Warrants. AJR has not offered or sold any portion of the Shares or the Warrants and has no present intention of dividing the Shares or the Warrants with others or of selling, distributing or otherwise disposing of any portion of the Shares or the Warrants either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance. AJR is acquiring the Shares and the Warrants for AJR's own account for investment and not with a view to or for resale in connection with any distribution of the Shares or the Warrants. AJR has not offered or sold any portion of the Shares or the Warrants and has no present intention of dividing the Shares or the Warrants with others or of selling, distributing or otherwise disposing of any portion of the Shares or the Warrants either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance. Nothing in this Section 4(d) shall limit the ability of the AJR to sell or transfer any of the Shares following the effectiveness of a registration statement concerning the Shares in accordance with Section 3(d) hereof.

(e) AJR understands that the issuance of the Shares and the Warrants has not been registered under the Securities Act and that the Shares and the Warrants have been issued in reliance upon an exemption therefrom for non-public limited offerings. AJR acknowledges that the Shares and the Warrants constitute restricted securities under the Securities Act and they may not be sold, transferred, assigned, pledged or otherwise disposed of, except pursuant to a registration statement that is declared effective under the Securities Act, or an exemption from registration under the Securities Act as determined by XC's legal counsel. AJR further acknowledges and agrees that XC will place an appropriate restrictive legend on the certificates for the Shares and the Warrants, as applicable, to comply with the Securities Act and to identify the Shares and the Warrants as restricted securities.

(f) AJR further acknowledges that no United States federal (including, without limitation, the SEC), or state agency or similar agency of any other country, has reviewed, approved, passed upon or made any recommendation or endorsement regarding XC or the Shares or the Warrants.

(g) AJR acknowledges that XC is relying on the accuracy of AJR's representations and warranties set forth in Section 4 in issuing the Shares and the Warrants to AJR.

(h) AJR acknowledges that the certificate for the Registrable Securities shall contain such legends as XC shall consider necessary to ensure compliance with the restrictions of the Securities Act and with the Lock-Up.

5. Term. Subject to earlier termination as provided for herein, the term of this Agreement shall commence as of the date hereof and shall terminate at the end of the Season which is scheduled to end on October 12, 2002 (the Term).

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6. Licensed Materials.

(a) XC does hereby grant AJR a limited and non-transferable license and non-exclusive right to use XC's logo and trademarks and service marks set forth on Schedule A attached hereto (the Licensed Materials) during the Term of this Agreement. AJR shall only be permitted to use the Licensed Materials in connection with the Sponsorship and only in the limited manner expressly permitted as set forth on Schedule A attached hereto. No other use of any of the Licensed Materials by AJR shall be permitted. AJR shall not have the right to modify, alter or change any of the Licensed Materials. All Licensed Materials shall remain the sole and exclusive property of XC and AJR shall not obtain any right, title or interest therein. AJR shall not have any right to sub-license any of the Licensed Materials to any third party.

(b) Upon the termination of this Agreement, AJR shall immediately cease using any of the Licensed Materials and shall comply with the written directions of XC in connection therewith.

(c) XC represents and warrants to AJR that XC has the right to grant to AJR the right to use the Licensed Materials as contemplated by this Agreement.

(d) AJR shall not use any of the Licensed Materials to express or imply any endorsement of any other sponsor of the Team by XC. AJR shall not use any of the Licensed Materials in connection with, or in any way associated with, the names, marks, trademarks, servicemarks, symbols, products, services, logos or proprietary designations or properties of any third party.

(e) Notwithstanding anything to the contrary herein, AJR and/or Porsche shall be permitted to use photographs of the Cars, transport vehicles and crew uniforms containing XC logos and Licensed Materials for any promotional or marketing purposes during and forever after the term of this Agreement.

7. Reputation. AJR shall not take any action or suffer any action to occur, whether taken by the Team or others, which could result in an adverse impact on XC, its Licensed Materials and the goodwill associated therewith as a result of this Agreement. Neither party shall have the right to use the corporate name of the other.

8. Representations and Warranties.

(a) In order to induce the other party hereto to enter into this Agreement, each of XC and AJR hereby represents and warrants to the other party as follows: (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of the state of its incorporation, with full power to carry on its business as presently conducted and as contemplated by this Agreement and to execute, deliver and perform this Agreement in accordance with its terms; (ii) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; and (iii) its execution, delivery and performance of this Agreement does not and will not conflict with, violate or breach any of its constituent documents (including, without limitation, its articles of incorporation and by-laws) or

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any material contract or agreement or any decree, order or judgment or any law or regulation to which it is a party or subject or by which it or any of its properties or assets is bound.

(b) AJR hereby further represents and warrants to XC as follows:

(i) that AJR entering into this Agreement does not violate any rule or regulation of the entity and/or organization that oversees the Season; and

(ii) AJR shall not make any representation or warranty that the Cars are owned by or the property of XC.

9. Confidentiality Covenant.

(a) As a consequence of this Agreement and the relationship established hereby, each party may obtain from the other party certain confidential and proprietary and/or non-public information with respect to the other party, including, without limitation, pricing terms, business plans and prospects, sales and marketing techniques, design concepts, information regarding the development, composition and manufacture of products, ideas, drawings, product specifications, trade and industrial secrets, intellectual property rights, financial information, the names and the nature of, business

dealings with, suppliers, customers and others, and the other party's structure, organization, commercial and business affairs and financial condition and the other party's trade secrets (collectively Confidential Information). Each of XC and AJR acknowledges that the Confidential Information it obtains from the other party hereto constitutes the trade secrets of the disclosing party. AJR and XC each agrees that it shall keep the Confidential Information it receives from the other party hereto strictly confidential and shall not disclose any of the Confidential Information to any other person or entity, or take or use any of the Confidential Information for its own purposes, except as may be required in connection with the performance of its obligations under this Agreement or the enforcement of this Agreement. Notwithstanding the foregoing, a party may disclose the Confidential Information of the other party hereto: (i) if such Confidential Information becomes generally known or available to the public, other than due to a breach of this Agreement by the party receiving the Confidential Information hereunder; (ii) in connection with the enforcement of this Agreement; (iii) pursuant to applicable law, regulation or subpoena; or (iv) if such Confidential Information was disclosed to either AJR or XC, as the case may be, by a source that was not bound, to the knowledge of the party receiving the Confidential Information, to a confidentiality obligation for the benefit of, or fiduciary relationship in favor of, the other party hereto. In furtherance of the confidentiality obligations set forth herein, AJR and XC will adopt and implement appropriate procedures intended to prevent the unauthorized disclosure of Confidential Information that it receives from the other party. The obligations of the parties pursuant to this Section 9 shall survive the expiration or termination of this Agreement.

(b) In the event that XC and AJR, as applicable, is requested or required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar legal, judicial or regulatory process or as otherwise required by applicable law or regulation) to disclose any of the Confidential Information of the other party hereto, such person shall (i) provide the other party hereto with prompt prior written notice of such request or requirement,

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and (ii) cooperate with the other party so that the other party may seek a protective order or other appropriate remedy or, if appropriate, waive compliance with the terms and provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or the other party waives compliance with the terms and provisions hereof, each of XC and AJR, as the case may be, may disclose only that portion of the Confidential Information that such person is advised by legal counsel in writing is legally required to be disclosed.

(c) Each of XC and AJR agree that money damages would not be a sufficient remedy for any breach of the provisions of this Section 9 and that either XC and AJR, as the case may be, shall be entitled to equitable relief, including, without limitation, injunctive relief and specific performance (without being required to obtain a bond or post other security or prove actual damages), in the event of any breach or threatened breach of any of the provisions of this Section 9 by the other party, in addition to all other rights and remedies available to XC and AJR, as the case may be, whether at law, in equity or otherwise relating to such breach.

10. Termination by XC.

(a) XC may terminate this Agreement upon written notice to AJR upon the occurrence of any of the following events (each an AJR Event of Default):

(i) AJR breaches any material term, provision or covenant of this Agreement on the part of AJR to be observed or performed and such breach is not cured within ten (10) days after written notice of the breach is given by XC; or

(ii) Any representation or warranty made by AJR in this Agreement shall be materially false or misleading as of the date made; or

(iii) AJR makes a general assignment for the benefit of creditors or has a custodian, receiver or similar official appointed over it or all or substantially all of its properties or assets; or

(iv) AJR shall commence any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to adjudicate AJR as bankrupt or insolvent, or seeking the reorganization, arrangement, adjustment, liquidation, dissolution or composition of AJR or its debts under any applicable law, domestic or foreign, relating to bankruptcy, insolvency, reorganization, dissolution or relief of debtors or seeking the appointment of a receiver, trustee, custodian or other similar official for AJR or for all or a substantial part of its properties or assets; or an involuntary case, proceeding or other action is commenced against AJR by any other party with respect to any of the foregoing, and in the case of any such involuntary case, proceeding or other action, such case, proceeding or other action is not stayed or dismissed within sixty (60) days of the commencement thereof; or

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(v) XC reasonably determines that AJR is using any of the Licensed Materials in a manner that is not permitted by, or inconsistent with, the limited rights granted to AJR hereunder.

(vi) XC reasonably determines that its continued involvement with AJR or the Term will result in an adverse impact to XC's reputation.

(b) Early Termination by AJR. AJR shall have the right to terminate this Agreement upon written notice to XC upon the occurrence of any of the following events (each an AJR Event of Default):

(i) XC breaches any material term, provision or covenant of this Agreement on the part of XC to be observed or performed and such breach is not cured within ten (10) days after written notice of the breach is given by AJR; or

(ii) Any representation or warranty made by XC in this Agreement shall be materially false or misleading as of the date made; or

(iii) XC makes a general assignment for the benefit of creditors or has a custodian, receiver or similar official appointed over it or all or substantially all of its properties or assets; or

(iv) XC shall commence any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to adjudicate XC as bankrupt or insolvent, or seeking the reorganization, arrangement, adjustment, liquidation, dissolution or composition of XC or its debts under any applicable law, domestic or foreign, relating to bankruptcy, insolvency, reorganization, dissolution or relief of debtors or seeking the appointment of a receiver, trustee, custodian or other similar official for XC or for all or a substantial part of its properties or assets; or an involuntary case, proceeding or other action is commenced against XC by any other party with respect to any of the foregoing, and in the case of any such involuntary case, proceeding or other action, such case, proceeding or other action is not stayed or dismissed within sixty (60) days of the commencement thereof.

(c) Rights Upon An Event of Default. In addition to the rights of termination set forth in Sections 11 (a) and (b), respectively, upon the occurrence of an AJR Event of Default or a XC Event of Default, as the case may be, the other party shall be entitled to all of its rights and remedies under this Agreement, applicable law, in equity or otherwise with respect to the actions or inactions that gave rise to the AJR Event of Default or the XC Event of Default, as the case may be. In addition, upon the occurrence of an AJR Event of Default any of the Warrants which have not been exercised shall automatically terminate and be void and all of the Shares and any shares of Common Stock issued in the exercise of the Warrants shall be purchasable by

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XC at the purchase price of $1.00. Upon XC tendering the purchase price, AJR shall promptly deliver to XC the certificates for the Shares and any shares of Common Stock issued upon the exercise of the Warrants, together with duly executed blank stock powers.

11. Indemnification.

(a) AJR shall indemnify each XC Indemnified Party and hold each XC Indemnified Party harmless from and against any and all Losses incurred by any XC Indemnified Party, directly or indirectly, as a result of or based upon any of the following:

(i) any breach by AJR of any of its agreements, covenants or obligations hereunder; or

(ii) the use of any of the Licensed Materials in a manner that is not permitted hereby.

(b) XC shall indemnify AJR and its directors, officers, employees, agents and attorneys and their respective successors and assigns (each an AJR Indemnified Party) and to hold each AJR Indemnified Party harmless from and against any and all Losses incurred by any AJR Indemnified Party, directly or indirectly, as a result of or based upon, any of the following:

(i) any breach by XC of any of its agreements, covenants or obligations hereunder; or

(ii) a claim by any third party that the permitted uses of any of the Licensed Materials hereunder violates or infringes any of the trademarks, tradenames,

servicemarks, servicenames or other intellectual property rights of such third party.

(c) Either party seeking indemnification under this Agreement (the Indemnified Party) shall give notice to the party required to provide indemnification hereunder (the Indemnifying Party) promptly after the Indemnified Party has actual knowledge of any claim as to which indemnity may be sought hereunder, and the Indemnified Party shall permit the Indemnifying Party (at the sole cost and expense of the indemnifying Party) to assume the defense of any claim or litigation resulting therefrom; provided, that: (i) counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party; (ii) the Indemnified Party may participate in such defense, but only at the Indemnified Party's own cost and expense; and (iii) the omission by the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent that such omission results in a material impairment of the deficiencies to the Claims asserted.

(d) The Indemnifying Party shall not, except with the prior written consent of the Indemnified Party, consent to entry of any judgment or administrative order or enter into any settlement that (i) could affect the intellectual property rights or other business interests of the Indemnified Party or (ii) does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability with respect to such claim or litigation.

(e) In the event that either (i) the Indemnifying Party does not assume the defense of the claim subject to indemnification within ten (10) business days after receiving written notice of the claim from the Indemnified Party pursuant to Section 12(c) hereof or (ii) the Indemnified Party shall reasonably and in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party's intellectual property rights or ability to conduct future business, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or lawsuit relating to any such claim at the sole cost and expense of the Indemnifying Party.

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(f) For purposes hereof, the term XC Indemnified Party shall mean XC and its directors, officers, employees, agents and attorneys and their respective successors and assigns.

(g) For purpose hereof the term Losses shall mean out-of pocket costs and expenses.

(h) Notwithstanding anything herein to the contrary, AJR's liability under this Section 11 shall not exceed One Hundred Fifty Thousand Dollars ($150,000). In addition, AJR's obligations under Section 11(a) above shall survive for a period of one (1) year after the date of this Agreement. Thereafter, AJR's obligations under Section 11(a) shall terminate and be of no further force and effect, except to the extent of any claims made thereunder by XC prior to such date, which claims shall survive. The indemnification obligations described in Section 11(a), including all limitations on such obligations, shall be the exclusive remedy of the XC Indemnified Parties for any Losses resulting from or based upon any breach by AJR of any of its agreements, covenants or obligations hereunder or the use of any of the Licensed Materials in a manner that is not permitted hereby.

12. Independent Entities. This Agreement is being entered into by two (2) independent corporations and nothing herein shall create a partnership, joint venture, fiduciary or other relationship. Neither party has the right or shall represent to any other person or entity that it has the right to legally bind the other party hereto.

13. Force Majeure. XC and AJR shall not be liable to the other for any delay or failure to perform its obligations hereunder which is principally the result of the occurrence of an Event of Force Majeure. In the event of any such delay or failure, XC or AJR, as applicable, shall immediately furnish written notice thereof and the reason therefor to the other party. The performance of XC or AJR, as applicable shall be deemed suspended so long as and to the extent that any such Event Force Majeure continues. XC or AJR, as the case may be, shall use its best efforts to cure or correct any such Event of Force Majeure and resume performance of its duties and obligations hereunder, within the shortest period of time possible. For purposes of this Agreement, the term Event of Force Majeure shall mean any of the following: war, sabotage, insurrection, riot, the act of any government (de facto or de jure) or any agency or subdivision thereof, acts of terrorism, accident, fire, explosion, flood, storm, hurricane or other acts of God or other similar acts beyond the reasonable control of XC or AJR, as the case may be, which prevents XC or AJR, as the case may be, from performing its obligations hereunder.

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14. Governing Law. This Agreement and all acts and transactions hereunder shall in all respects be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to any of its conflicts of laws principles which would result in the application of the substantive laws of

another jurisdiction. This Agreement shall not be construed or interpreted with any presumption against the party that caused this Agreement to be drafted.

15. Notices. Any and all notices, consents, instructions and other communications which are required or permitted to be given hereunder or made by one party hereto to the other party hereto shall be in writing and given as follows: (a) by personal delivery; (b) by first-class international mail (postage prepaid); (c) by facsimile; or (d) by overnight delivery by a recognized international express courier company (all costs prepaid), at the following respective addresses or facsimile numbers, set forth below:

If to XC: Xybernaut Corporation 12701 Fair Lakes Circle, Suite 550 Fairfax, VA 22033 Fax: 703-631-6734 Attention: Mr. Edward G. Newman President

with copies to: Xybernaut Corporation 12701 Fair Lakes Circle, Suite 550 Fairfax, VA 22033 Fax: 703-631-6734 Attention: H. Jan Roltsch-Anoll, Esq. General Counsel

and

Jenkens & Gilchrist Parker Chapin LLP 405 Lexington Avenue New York, NY 10174 Fax: 212-704-6288 Attention: Martin Eric Weisberg, Esq.

If to AJR: Alex Job Racing, Inc. 551 Southridge Industrial Drive Tavares, FL 32778 Fax: (703) 343-3890 Attention: Alex Job

or at such other address or facsimile number as either party hereto may designate by notice to the other party hereto in accordance with this Section 15. All such notices, consents, demands, instructions and other communications shall be deemed given (a) on the date delivered, if

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delivered, personally; (b) or on the date received if mailed, by first-class international mail (with all postage prepaid); (c) on the date of the facsimile transmission, if received on a business day between the hours of 9:00 a. m. and 6:00 p. m. in the time zone of the intended recipient or on the next business day if received after that time, in each case with an automatic machine confirmation indicating the time of receipt; or (d) on the second business day after delivery&bbsp;to a recognized international overnight express courier company (with all costs prepaid).

16. Consent to Jurisdiction. The parties hereby unconditionally and irrevocably consent to the exclusive jurisdiction of the courts of the Commonwealth of Virginia located in Fairfax County and the Federal District Court for the Northern District of Virginia with respect to any action, suit or any proceeding to enforce this Agreement and unconditionally and irrevocably waive the right to trial by jury in any such action, suit or other proceeding. Each of the parties hereby unconditionally and irrevocably waives any right to challenge the jurisdiction of such courts or to assert that such courts constitute an inconvenient forum or that venue in such courts is improper. A party that prevails in any action, suit or other proceeding to enforce this Agreement shall be entitled to be reimbursed for its costs and expenses incurred in connection therewith (including, without limitation, reasonable attorney's fees and disbursements).

17. Assignment. Neither this Agreement nor any of the rights, duties and obligations of the parties hereunder may be assigned or delegated by XC or the AJR, as the case may be, without the prior written consent of the other party hereto. Any such assignment or delegation made without the written consent of the other party hereto shall be ab inito null and void and of no force or effect. This Agreement and the provisions hereof shall be binding upon each of the parties hereto, and shall inure to the benefit of their respective successors (whether by merger, consolidation, recapitalization or other similar transaction) and permitted assigns, sublicensees or delegatees.

18. Severability. If any term, provision or condition of this Agreement, or the application thereof to any person or circumstance, shall be held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable, the remainder of this Agreement, and the application of such term, provision or condition to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable shall be unaffected thereby, and each term, provision and condition of this Agreement shall be enforced to the fullest extent permitted by applicable law.

19. Further Assurances. The parties agree to do such further acts and things and to execute and deliver such additional documents and instruments as the other party may reasonably request in order to consummate, evidence or

confirm the agreement of the parties contained herein in the manner contemplated hereby.

20. Amendment: Waiver. This Agreement may not be modified, amended, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance be granted, except by a written instrument executed by each of the parties hereto. No waiver of any breach of any agreement, covenant or provision herein contained shall be deemed to be a waiver of any preceding or succeeding breach thereof or of any other agreement, covenant or provision herein contained. Any waiver granted in accordance with the terms of this Agreement shall be limited to the specific instance and purpose for which it is granted.

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21. Entire Agreement. This Agreement, together with the Schedule attached hereto, sets forth the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and it supersedes all prior and/or contemporaneous understandings and agreements (whether written or oral) with respect to such subject matter, all of which are merged herein. There are no covenants, promises, agreements, conditions, understandings, representations or warranties with respect to the subject matter hereof, except those expressly set forth herein. All indemnification obligations of the parties hereunder shall survive the expiration or termination of this Agreement.

22. Counterparts, etc. This Agreement may be executed in two (2) or more counterparts (including, without limitation, by means of a facsimile signature), each of which shall be deemed an original, but all of which, when together constitute one and the same instrument. Section headings in this Agreement have been inserted for convenience of reference only and they shall not affect the construction or interpretation of any term or provisions of this Agreement. The use of the singular shall be deemed to include the plural, and the use of the masculine shall be deemed to include the feminine and the neuter, and vice versa, wherever the context so requires.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the year and day first above written.

XYBERNAUT CORPORATION

By: ------------------------------------------ Name: ---------------------------------- Title: ---------------------------------

ALEX JOB RACING, INC.

By: ------------------------------------------ Name: ---------------------------------- Title: ---------------------------------

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SCHEDULE A

Licensed Materials

1. Xybernaut(R); 2. Mobile Assistant(R); 3. MA(R)V; 4. XyberKids(TM); and 5. The Xybernaut logo:

[GRAPHIC OMITTED][GRAPHIC OMITTED]
Output: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party's obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.