CLOUDBURST SOFTWARE AGREEMENT

PLEASE READ THIS AGREEMENT BEFORE USING CLOUDBURST TECHNOLOGY'S SERVICES. BY ACCESSING OR USING CLOUDBURST TECHNOLOGY'S SOFTWARE OR SERVICES OFFERING, YOU ("the Customer") SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR Cloudburst'S SOFTWARE AGREEMENT, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.

This Software Agreement ("Agreement") is entered into between Customer and Cloudburst Technologies, Inc. a Delaware corporation ("Cloudburst"), with its principal place of business at 33 Park Place #290, New York, NY 10007. Cloudburst and Customer agree that the following terms and conditions will apply to the services provided under this Agreement and Orders placed thereunder.

1. DEFINITIONS

"Administrator User" means each Customer employee designated by Customer to serve as technical administrator of the software on Customer's behalf. Each Administrator User must complete training and qualification requirements reasonably required by Cloudburst.

"Customer Content" means all data and materials provided by Customer to Cloudburst for use in connection with the software, including, without limitation, customer applications, data files, and graphics.

"Documentation" means the user guides, online help, release notes, training materials and other documentation provided or made available by Cloudburst to Customer regarding the use or operation of the software.

"Maintenance Services" means the support and maintenance services provided by Cloudburst to Customer pursuant to this Software Agreement and Exhibit B.

"Other Services" means all technical and non-technical services performed or delivered by Cloudburst under this Software Agreement, including, without limitation, implementation services and other professional services, training and education services but excluding the software and the Maintenance Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in a Schedule and mutually agreed to by the parties. All Other Services will be provided on a non-work for hire basis.

"Schedule" is a written document attached to this Software Agreement under Exhibit A or executed separately by Cloudburst and Customer for the purpose of purchasing software under the terms and conditions of this Software Agreement

"Software" means the object code version of any software to which Customer is provided access as part of the Service, including any updates or new versions.

"Subscription Term" shall mean that period specified in a Schedule during which Customer will have on-line access and use of the Software through Cloudburst's software. The Subscription Term shall renew for successive 12-month periods unless either party delivers written notice of non-renewal to the other party at least 30 days prior to the expiration of the then-current Subscription Term.

2. SOFTWARE

2.1 During the Subscription Term, Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the software solely for your internal business operations subject to the terms of this Agreement and up to the number of users documented in the Schedule.

2.2 Customer acknowledges that this Agreement is a services agreement and Cloudburst will not be delivering copies of the Software to Customer as part of the software.

3. RESTRICTIONS

Customer shall not, and shall not permit anyone to: (i) copy or republish Software, (ii) make software available to any person other than authorized Cloudburst users, (iii) use our software to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the software or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide, except and only to the extent such activity is expressly permitted by applicable law, or (vii) access the software or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, Cloudburst shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to Cloudburst.

4. CUSTOMER RESPONSIBILITIES

4.1 Assistance. Customer shall provide commercially reasonable information and assistance to Cloudburst to enable Cloudburst to deliver the software. Upon request from Cloudburst, Customer shall promptly deliver Customer Content to Cloudburst in an electronic file format specified and accessible by Cloudburst.

Customer acknowledges that Cloudburst's ability to deliver the software in the manner provided in this Agreement may depend upon the accuracy and timeliness of such information and assistance. 4.2 Compliance with Laws. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the software, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that Cloudburst exercises no control over the content of the information transmitted by Customer or the Cloudburst users through the software. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

4.3 Unauthorized Use; False Information. Customer shall: (a) notify Cloudburst immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to Cloudburst immediately and use reasonable efforts to stop any unauthorized use of software that is known or suspected by Customer or any Cloudburst user, and (c) not provide false identity information to gain access to or use the software.

4.4 Administrator Access. Customer shall be solely responsible for the acts and omissions of its Administrator Users. Cloudburst shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.

4.5 Customer Input. Customer is solely responsible for collecting, inputting and updating all Customer Content, and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious. Customer shall: (i) notify Cloudburst immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to Cloudburst immediately and use reasonable efforts to stop any unauthorized use of the Service that is known or suspected by Customer or any Cloudburst user, and (iii) not provide false identity information to gain access to or use the Service.

4.6 License from Customer. Subject to the terms and conditions of this agreement, Customer shall grant to Cloudburst a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide services to Customer.

4.7 Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Content. Cloudburst or its licensors retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement. Third party technology that may be appropriate or necessary for use with some Cloudburst programs is specified in the program Documentation or ordering document as applicable. Customer's right to use such third party technology is governed by the terms of the third party technology license agreement specified by Cloudburst and not under the Agreement.

4.8 Suggestions. Cloudburst shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the software any suggestions, enhancement requests, recommendation or other feedback provided by Customer, including Users, relating to the operation of the software.

5. ORDERS AND PAYMENT

5.1 Orders. Customer shall order software pursuant to a schedule. All services acquired by Customer shall be governed exclusively by this agreement and the applicable schedule. In the event of a conflict between the terms of a schedule and this agreement, the terms of the schedule shall take precedence.

5.2 Invoicing and Payment. Unless otherwise provided in the Schedule, Cloudburst shall invoice Customer for all fees on the Schedule effective date. Customer shall pay all undisputed invoices within 30 days after Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in United States Dollars, and must be paid by Customer to Cloudburst in United States Dollars.

5.3 Expenses. Customer will reimburse Cloudburst for its reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services. Cloudburst shall notify Customer prior to incurring any such expense. Cloudburst shall comply with Customer's travel and expense policy if made available to Cloudburst prior to the required travel.

5.4 Taxes. Cloudburst shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Customer's purchase and use of the services. Customer shall not be liable for taxes based on Cloudburst's net income, capital or corporate franchise.

6. TERM AND TERMINATION

6.1 Term of Agreement. The term of this agreement shall begin on the Effective Date and shall continue until terminated by either party as outlined in this Section.

6.2 Termination. Either party may terminate this agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach.

6.3 Suspension for Non-Payment. Cloudburst reserves the right to suspend delivery of the software if Customer fails to timely pay any undisputed amounts due to Cloudburst under this agreement, but only after Cloudburst notifies Customer of such failure and such failure continues for fifteen (15) days. Suspension of the software shall not release Customer of its payment obligations under this agreement. Customer agrees that Cloudburst shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the software resulting from Customer's nonpayment.

6.4 Suspension for Ongoing Harm. Cloudburst reserves the right to suspend delivery of the software if Cloudburst reasonably concludes that Customer or a Cloudburst user's use of the software is causing immediate and ongoing harm to Cloudburst or others. In the extraordinary case that Cloudburst must suspend delivery of the software, Cloudburst shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue. Cloudburst shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the software in accordance with this Section 6.4. Nothing in this Section 6.4 will limit Cloudburst's rights under Section 6.5 below. Cloudburst Confidential Ver. (102) Page 3

6.5 Effect of Termination. (a) Upon termination of this Software Agreement or expiration of the Subscription Term, Cloudburst shall immediately cease providing the software and all usage rights granted under this Software Agreement shall terminate. (b) If Cloudburst terminates this agreement due to a breach by Customer, then Customer shall immediately pay to Cloudburst all amounts then due under this agreement and to become due during the remaining term of this agreement, but for such termination. If Customer terminates this agreement due to a breach by Cloudburst, then Cloudburst shall immediately repay to Customer all pre-paid amounts for any unperformed services scheduled to be delivered after the termination date. (c) Upon termination of this agreement and upon subsequent written request by the disclosing party, the receiving party of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the receiving party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.

7. WARRANTIES

7.1 Warranty. Cloudburst represents and warrants that it will provide the software in a professional manner consistent with general industry standards and that the software will perform substantially in accordance with the Documentation. For any beach of a warranty, Customer's exclusive remedy shall be as provided in Section 6, Term and Termination.

7.2 CLOUDBURST WARRANTS THAT THE SOFTWARE WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. CLOUDBURST DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT CLOUDBURST WILL CORRECT ALL SERVICE ERRORS. CUSTOMER ACKNOWLEDGES THAT CLOUDBURST DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY CLOUDBURST (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER Cloudburst NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL CLOUDBURST OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER'S OR ANY USER'S DATA, FILES, OR PROGRAMS.

8. LIMITATIONS OF LIABILITY

NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF CLOUDBURST) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS SOFTWARE AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS SOFTWARE AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS SOFTWARE AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE. The foregoing limitations shall not apply to the parties' obligations (or any breach thereof) under Sections entitled "Restriction", "Indemnification", or "Confidentiality".

9. INDEMNIFICATION

9.1 Indemnification by Cloudburst. If a third party makes a claim against Customer that the software infringes any patent, copyright or trademark, or misappropriates any trade secret, or that Cloudburst's negligence or willful misconduct has caused bodily injury or death, Cloudburst shall defend Customer and its directors, Cloudburst Confidential Ver. (102) Page 4 ocers and employees against the claim at Cloudburst's expense and Cloudburst shall pay all losses, damages and expenses (including reasonable attorneys' fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Cloudburst, to the extent arising from the claim. Cloudburst shall have no liability for any claim based on (a) the Customer Content, (b) modification of the software not authorized by Cloudburst, or (c) use of the software other than in accordance with the Documentation and this agreement. Cloudburst may, at its sole option and expense, procure for Customer the right to continue use of the software, modify the software in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date.

9.2 Indemnification by Customer. If a third party makes a claim against Cloudburst that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend Cloudburst and its directors, ocers and employees against the claim at Customer's expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys' fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.

9.3 Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party's expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

10. CONFIDENTIALITY

10.1 Definition. "Confidential Information" means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as "confidential" or "proprietary," (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be "confidential" or "proprietary" within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Customer Content as contemplated by this agreement, Customer Content is deemed Confidential Information of Customer. Cloudburst software and Documentation are deemed Confidential Information of Cloudburst.

10.2 Confidentiality. During the term of this agreement and for 5 years thereafter (perpetually in the case of software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party's Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.

10.3 Exceptions. Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by Cloudburst Confidential Ver. (102) Page 5 law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this agreement and the relationship of the parties, but agrees that the specific terms of this agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.

11. GENERAL PROVISIONS

11.1 Non-Exclusive Service. Customer acknowledges that softwares is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Cloudburst's ability to provide the software or other technology, including any features or functionality first developed for Customer, to other parties.

11.2 Personal Data. Customer hereby acknowledges and agrees that Cloudburst's performance of this agreement may require Cloudburst to process, transmit and/or store Customer personal data or the personal data of Customer employees and Aliates. By submitting personal data to Cloudburst, Customer agrees that Cloudburst and its Aliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling Cloudburst to perform its obligations under this agreement. In relation to all Personal Data provided by or through Customer to Cloudburst, Customer will be responsible as sole Data Controller for complying with all applicable data protection or similar laws such as EU Directive 95/46/EC and laws implementing that Directive that regulate the processing of Personal Data and special categories of data as such terms are defined in that Directive. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Content and using the Enabling Software and Cloudburst software. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Content, including any information which any Cloudburst User shares with third parties on Customer's behalf. Customer is solely responsible for determining the purposes and means of processing Customer Personal Data by Cloudburst under this Agreement, including that such processing according to Customer's instructions will not place Cloudburst in breach of applicable data protection laws. Prior to processing, Customer will inform Cloudburst about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross border transfer restrictions. Customer is responsible for ensuring that the Cloudburst software meets such restrictions or special requirements. Cloudburst to process any Personal Data that meets the requirements set forth in this Section according to these Terms of Use.

11.3 Cloudburst Personal Data Obligations. In performing services, Cloudburst will comply with the Cloudburst Services Privacy Policy. The Cloudburst Services Privacy Policy is subject to change at Cloudburst's discretion; however, Cloudburst policy changes will not result in a material reduction in the level of protection provided for Customer data during the period for which fees for the services have been paid. The services policies referenced in this agreement specify our respective responsibilities for maintaining the security of Customer data in connection with the software.

11.4 Assignment. Neither party may assign this agreement or any right under this agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this agreement to an acquirer of all or substantially all of the business of such party to which this agreement relates, whether by merger, asset sale or otherwise. This agreement shall be binding upon and insure to the benefit of the parties' successors and permitted assigns. Either party may employ subcontractors in performing its duties under this agreement, provided, however, that such party shall not be relieved of any obligation under this agreement.

11.5 Notices. Except as otherwise permitted in this agreement, notices under this agreement shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered or certified U.S. mail, (b) when transmitted if sent by facsimile, provided that a copy of the notice is promptly sent by another means specified in this section, or (c) when delivered if delivered personally or sent by express courier service. All notices shall be sent to the other party at the address set forth on the cover page of this Software Agreement. Cloudburst Confidential Ver. (102) Page 6

11.6 Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.

11.7 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this agreement shall not constitute a waiver of any other or subsequent breach.

11.8 Severability. If any term of this agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this agreement shall remain in full force.

12.9 Entire Agreement. This agreement (including all Schedules and exhibits) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this agreement. This agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.

11.10 Survival. Sections 3, 6, and 8 through 12 of this agreement shall survive the expiration or termination of this agreement for any reason.

11.11 Publicity. Cloudburst may include Customer's name and logo in its customer lists and on its website with customer permission. Upon signing, Cloudburst may issue a high-level press release announcing the relationship and the manner in which Customer will use the Cloudburst solution. Cloudburst shall coordinate its efforts with appropriate communications personnel in Customer's organization to secure approval of the press release if necessary.

11.12 Export Regulations. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the software. Customer agrees that such export control laws govern its use of the software (including technical data) and any services deliverables provided under this Agreement, and Customer agrees to comply with all such export laws and regulations. Customer agrees that no data, information, software programs and/or materials resulting from services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws.

11.13 No Third Party Beneficiaries. This agreement is an agreement between the parties, and confers no rights upon either party's employees, agents, contractors, partners of customers or upon any other person or entity.

11.14 Independent Contractor. The parties have the status of independent contractors, and nothing in this Software Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this agreement, neither party shall be responsible for the acts or omissions of the other party or the other party's personnel.

11.15 Statistical Information. Cloudburst may anonymously compile statistical information related to the performance of the Services for purposes of improving the software, provided that such information does not identify Customer's data or include Customer's name.

11.16 Usage on Behalf of Customer. The customer acknowledges that any services or investigations performed on their behalf of Cloudburst will be made using their API license. 11.16 Governing Law. This agreement shall be governed by the laws of the State of New York, excluding its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

11.17 Compliance with Laws. Cloudburst shall comply with all applicable local, state, national and foreign laws in connection with its delivery of the software, including those laws related to data privacy, international Cloudburst Confidential Ver. (102) Page 7 communications, and the transmission of technical or personal data

11.18 Dispute Resolution. Customer's satisfaction is an important objective to Cloudburst in performing its obligations under this agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.

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EXHIBIT A

SCHEDULE A-__

SOFTWARE & PRICE SCHEDULE

This Schedule No. A-______ ("Schedule"), effective upon the Agreement Effective Date, documents the software (defined below) being purchased by Customer under the terms and conditions of the agreement dated ________, 20__, between Cloudburst Technologies, Inc. ("Cloudburst") and ________________ ("Customer").

  1. Software: The software may include one or more of the following service offerings: ∙ Password Management ∙ Access Certification

2.

  1. Subscription Term: The term begins upon the Schedule Effective Date and ends _____________ year thereafter initial ("Subscription Term").
  2. Schedule Value: (all fees are in U.S. dollars and exclude applicable taxes) The total value of this Schedule is $ _______. This fee includes access and usage of the software during the Subscription Term for the defined number of Cloudburst users. Upon execution of this Schedule, Cloudburst shall issue an invoice in accordance with the agreement. If at any time during the Subscription Term or Renewal Term the Customer exceeds the number of Cloudburst users, Customer and Cloudburst agree to execute a follow-on schedule for the purchase of additional users. Additional Cloudburst users access will be purchased in blocks of users and in accordance with the following fee. The user fee will prorated for the remaining Subscription Term or Renewal Term. Software Offering # of Additional Cloudburst users Additional Subscription Fee Password Management $ Access Certification $ 4. Customer Billing Information Billing Information Needed Billing Department Name or Individual Contact: Billing Department email: Billing Department Address:
  3. Support and Maintenance Services Standard Support & Maintenance is included in the Subscription Fee. ***End of Schedule*** Cloudburst Confidential Ver. (102) Page 9

EXHIBIT B

Support and Maintenance Services

1. Support and Maintenance Services

Support and Maintenance Services are included in the software subscription in Exhibit A and entitles Customer to the following:

(a) Telephone or electronic support in order to help Customer locate and correct problems with the Software.

(b) Bug fixes and code corrections to correct Software malfunctions in order to bring such Software into substantial conformity with the operating specifications.

(c) All extensions, enhancements and other changes that Cloudburst, at its sole discretion, makes or adds to the Software and which Cloudburst furnishes, without charge, to all other Subscribers of the Software.

(d) Up to five (5) dedicated contacts designated by Customer in writing that will have access to support services.

2. Response and Resolution Goals

Problem SeverityResponse GoalsResolution Goals1. The production system is creating a significant impact to the Customer's business function preventing that function from being executed.Cloudburst will Respond within 2 business hours.Upon confirmation of receipt, a Cloudburst support personnel begins continuous work on the Problem, and a customer resource must be available at any time to assist with problem determination. Customer Support will provide reasonable effort for Workaround or Fix within 24 hours, once the Problem is reproducible or once we have identified the Software defect. Cloudburst may incorporate Fix in future release of software.2. The production system or application is moderately affected. There is no workaround currently available or the workaround is cumbersome to use.Cloudburst will Respond within 4 business hours.Customer Support will provide reasonable effort for Workaround or Fix within 7 business days, once the Problem is reproducible. Cloudburst may incorporate Fix in future release of software.3. The production system or application issue is not critical: no data has been lost, and the system has not failed. The issue has been identified and does not hinder normal operation, or the situation may be temporarily circumventedCloudburst will Respond within 8 business hours.Customer Support will provide reasonable effort for Workaround or Fix within 10 business days, once the Problem is reproducible. Cloudburst may incorporate Fix in future release of software. using an available workaround.4. Non-critical issues, general questions, enhancement requests, or the functionality does not match documented specifications.Cloudburst will respond within 24 business hours.Resolution of Problem may appear in future release of software.

3. Accessing Support

The support email address is [email protected]