SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENT

EXHIBIT 10.1.21

SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENT

This Software License, Maintenance and Support Agreement (“Agreement”), deemed effective May 20, 2004, (“Effective Date”) is by and between ISO Strategic Solutions, Inc. (“ISO”) having a place of business at 6 Trafalgar Square Nashua, New Hampshire 03063, and Specialty Underwriters’ Alliance, Inc. (“SUA”), having its principal place of business at 8585 Stemmons Fwy, Suite 200, South Tower, Dallas, Texas 75247.

The parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk:

In the event any dispute arises related to this Agreement or any transaction governed by this Agreement, senior executives of both parties, vested with authority to settle the dispute, agree to meet and attempt in good faith to resolve the dispute before either party may resort to judicial proceedings. The meeting will be held reasonably promptly at the request of either party in the offices of the party requesting the meeting. Each party will bear its own costs related to said meeting.

ISO shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of service resulting, directly or indirectly, from acts of God, civil or military authority, labor disputes, shortages of suitable parts, materials, labor or transportation, or any similar cause beyond ISO’s reasonable control.

13.2 This agreement may be terminated by either party if the other party:

13.2.1 violates any material term or condition of this Agreement and, except for those terms and conditions relating to payment of fees, fails to cure said violation within thirty (30) days following receipt of written notice thereof from the other party; or

13.2.2 terminates or suspends its business; (ii) becomes subject to any bankruptcy or insolvency proceeding under federal or state law; or (iii) becomes insolvent or becomes subject to direct control by a trustee, receiver for all or any part of the property and assets of any such party.

13.3 Notwithstanding any provision herein to the contrary, and in addition to its right to terminate this Agreement pursuant to Section 5.3, ISO will have the right, in addition to any other rights and remedies available to ISO, to terminate this Agreement effective immediately upon written notice to Licensee in the event (i) of any breach by Licensee of any of Licensee’s obligations relating to Section 2, Section 3 or Section 7, which breach remains uncured for thirty (30) days following notice by ISO to Licensee of said breach or (ii) that Licensee ceases to be a participating insurance company licensed by Insurance Services Office Inc. for the lines of insurance and states as described in Exhibit A.

13.4 On the expiration of the term, this agreement will automatically renew for subsequent one (1) year terms (“Renewal Term”), unless either party to this Agreement provides to the other party at least 3 months prior written notice of its intention not

to renew. Effective at the start of the first Renewal Term and any subsequent Renewal Term, Licensee shall continue to pay its then current ASF beginning upon the effective date of the Renewal Term, subject to a three percent (3%) annual cost of living increase, and any increases that may be required pursuant to Section 6 above.

Renewal of this Agreement shall not operate to renew any warranty obligations provided by ISO herein except for those relating to title and non-infringement.

13.5 Licensee agrees that upon termination of this Agreement, Licensee shall cease using the Product. Licensee also warrants that it will make all reasonable efforts to locate all Documentation associated with the Product and shall return the original and all copies of such Product and Documentation of which Licensee is aware within thirty (30) days after such termination. Licensee shall have a continuing obligation to return to ISO any subsequently discovered Documentation to such Product. Due to the nature of such Product and the need for its protection as a trade secret and confidential proprietary information, time is of the essence in its return, and in the event of Licensee’s failure to do so within the time provided herein, Licensee agrees that ISO shall be entitled to obtain (i) injunctive relief to require such return, (ii) reasonable attorneys fees and costs incurred in obtaining such injunctive relief and (iii) such damages as a court of competent jurisdiction shall award. If the Product has been modified or merged with other computer programs and it is impractical to separate and return such Product, Licensee shall destroy the Product and all copies thereof in its modified or merged state, and within 30 days of termination of this Agreement an officer of Licensee shall certify to ISO in writing that the Product and all copies thereof have been destroyed. Timely certification of destruction shall fulfill Licensee’s obligation to return the Product. Failure to so certify destruction shall constitute failure to return the Product. Licensee shall continue to remain liable for all charges required under this Agreement which are unpaid as of the date of termination.

If to Licensee:

Specialty Underwriters’ Alliance, Inc.
8585 Stemmons Fwy
Suite 200, South Tower
Dallas, TX 75247
Attn: Courtney Smith

ISO and Licensee each certify by their undersigned authorized representatives that they have read this Agreement and agree to be bound by its terms and conditions.

ISO STRATEGIC SOLUTIONS, INC.

LICENSEE

SCHEDULE I

AFFILIATES AND SUBSIDIARIES

EXHIBIT A

PRODUCTS

RateAccess
DesignerAccess

Multi-state and state-specific versions of Insuranc Services Office Inc. loss costs, rating, underwriting and forms rules for the following lines of business:

Commercial Auto, Crime, Inland Marine, Commercial Property, General Liability, BOP, Commercial Umbrella and CPP in all Insurance Services Office Inc. states.

EXHIBIT B

SERVICES

1. Supplying technical bulletins covering changes to the Product.

2. Correction of Nonconformities.

3. Licensee shall notify ISO via entry into the AscendantOne online issue tracking system (‘Issues’) of Nonconformities. In addition, after logging Severity 1 Issues (only) in the online tracking system, Licensee will contact the ISO Help Desk via telephone to receive acknowledgement that the Issue has been received. In order for ISO replicate the Issue, Licensee shall prepare and provide to ISO process documentation, files, databases and all such other data to permit ISO to simulate conditions similar to that present when the Nonconformity was discovered. ISO shall act in good faith to initiate and prosecute corrective measures for Nonconformities involving the Product.

4. System Problems.

System problems occur for a variety of reasons including application software failure, operating system software failure, database software failure, hardware failure, network failure and a variety of other causes. Licensee is responsible for the initial problem diagnosis and must report such problem accurately to ISO. When Licensee determines in its best judgment that the cause is due to Products provided by ISO, the following problem escalation and resolution process is to be followed.

Licensee will have the right to meet by telephone with the manager of customer service at any time during normal ISO working hours to ask that the problem be further escalated within ISO or to request on-site support if that will aid in correcting the Nonconformity.

ISO’s Service Call hours are Monday through Friday between 8:00 a.m. and 5:00 p.m. Eastern Standard Time excluding ISO designated company holidays.

Severity 1 Issues.

(i) Definition. “Severity 1” means Products are not functioning resulting in a critical impact on Licensee’s operations. These are Nonconformities which bring the operating system down or otherwise totally disable the Licensee’s ability to operate normally, including errors which prevent all useful work from being done, which disable major functions from being performed, or which result in degraded operations will be treated as “Critical”.

(ii) Resolution. Problem resolution for Severity 1 problems is defined as a permanent fix or workaround that allows production to function until a permanent correction is implemented.

(iii) Timeframe for Resolution. Licensee’s reported Issues will be responded to by ISO’s service technicians within one (1) hour of receipt of the Issue, such ISO response to be by personal telephone call and not by recorded message. If Licensee’s answer to a proper ISO response is by recorded message, this obligation of ISO shall be deemed satisfied.

(iv) ISO shall use best efforts to achieve resolution of Severity 1 problems as quickly as possible beginning within two (2) hours after notice thereof from Licensee and, if not resolved, will work diligently to achieve resolution. If not correctable by workaround, ISO shall, within 24 hours of determination of the fact that a “work around” is not available, apply dedicated resources to the task of resolving the Nonconformity or reducing its impact until a permanent fix can be delivered.

Severity 2 Issues.

(i) Definition. “Severity 2” means Products affect Licensee by (a) degrading production performance, critical business processing or causing severe disruption to normal production work flow;(b) causing development activities to be down or disrupting critical development; or (iii) disrupting critical testing.

(ii) Resolution. Problem resolution for Severity 2 problems is defined as a permanent fix that will be scheduled for a permanent correction in the earliest feasible product release. A workaround may be provided.

(iii) Timeframe for Resolution. Reported Issues will be responded to by ISO’s service technicians within four (4) hours of the Issue being reported, such ISO response to be by personal telephone call or email, and not by recorded message. If Licensee’s answer to a proper ISO response is by recorded message, this obligation of ISO shall be deemed satisfied .

(iv) ISO shall use best efforts to work toward a plan of resolution of Severity 2 problems within 2 business days after notice thereof from Licensee.

Severity 3 Issues.

(i) Definition. “Severity 3” means Products affect Licensee by (a) degrading non-critical business processing or causing moderate disruption to normal production work flow or (b) causing development activities to be impacted. Also, a non-critical problem in a test environment will be considered a Severity 3 problem.

(ii) Resolution. Problem resolution for Severity 3 problems is defined as a permanent fix that will be scheduled for a permanent correction in the next scheduled product release.

(iii) Timeframe for Resolution. Reported Issues will be responded to by ISO’s service technicians within one workday of the Issue being reported, such ISO response to be by personal telephone call or email, and not by recorded message. If Licensee’s answer to a proper ISO response is by recorded message, this obligation of ISO shall be deemed satisfied.

(iv) ISO shall use best efforts to work toward a plan of resolution of Severity 3 problems within 4 business days after notice thereof from Licensee.

Severity 4 Issues.

(i) Definition. “Severity 4” means Products result in (i) Licensee’s non-critical development activities being impacted, (ii) Licensee’s non-critical development activities being degraded, (iii) Licensee’s questions and support inquiries (iv) Documentation issues.

(ii) Resolution. Problem resolution for Severity 4 problems is defined as a permanent fix that will be scheduled for a later permanent correction, a workaround, or the answer to a question.

(iii) Timeframe for Resolution. Severity 4 Issues will be acknowledged by ISO’s service technicians within one workday after receipt of the Issue, such ISO response to be by a written Issue confirmation response.

(iv) ISO shall use best efforts to achieve resolution of Severity 4 problems within a mutually agreed period.

In the event it is determined that the reported problem was not due to the Product itself, but was due to other problems, including without limitation: (i) Licensee error in the use of the Product, (ii) additions to Products not performed by ISO, (iii) Licensee’s failure to maintain the Products properly, or (iv) Licensee’s failure to install required Product releases as instructed by ISO, then Licensee shall pay ISO’s standard commercial time and materials rates for all service provided plus ISO’s actual travel and living expenses.

EXHIBIT C

FEES

EXHIBIT D

ESCROW AGREEMENT

ESCROW AGREEMENT

     This agreement (“Agreement”) is effective                                       , 2004 among DSI Technology Escrow Services, Inc. (“DSI”), ISO Strategic Solutions, Inc. (“Depositor”) and [Company] (“Preferred Beneficiary”), who collectively may be referred to in this Agreement as the parties (“Parties”).

     A. Depositor and Preferred Beneficiary have entered or will enter into that certain Agreement of even date hereof (referred to in this Agreement as the License Agreement”) pursuant to which Depositor agreed to license software to Preferred Beneficiary and to perform certain additional services for Preferred Beneficiary as specified therein. Capitalized terms used in this Agreement that are not specifically defined herein shall have the meaning ascribed to them in the License Agreement.

     B. Depositor or its agents may utilize certain proprietary technology of Depositor in the discharge of its obligations to Preferred Beneficiary under the License Agreement

     C. Depositor desires to avoid disclosure of its proprietary technology except under certain limited circumstances.

     D. The availability of the proprietary technology of Depositor is critical to Preferred Beneficiary in the conduct of its business and, therefore, Preferred Beneficiary needs access to the proprietary technology under certain limited circumstances.

     E. Depositor and Preferred Beneficiary desire to establish an escrow with DSI to provide for the retention, administration and controlled access of the proprietary technology materials of Depositor.

     F. The parties desire this Agreement to be supplementary to the license granted in the License Agreement pursuant to 11 United States Code, Section 365(n).

     G. To the extent there is any conflict between this Agreement and the License Agreement regarding the subject matter addressed in this Agreement, the terms of this Agreement shall govern.

     ARTICLE 1 — DEPOSITS

     1.1 Obligation to Make Deposit. Upon the signing of this Agreement by the parties, Depositor shall deliver to DSI the proprietary technology and other materials (“Deposit Materials”) required to be deposited by the License Agreement or, if the License Agreement does not identify the materials to be deposited with DSI, then such materials will be identified on Exhibit A. If Exhibit A is applicable, it is to be prepared and signed by Depositor and Preferred Beneficiary. DSI shall have no obligation to either party with respect to the preparation, accuracy, execution or delivery of Exhibit A.

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     1.2 Identification of Tangible Media. Prior to the delivery of the Deposit Materials to DSI, Depositor shall conspicuously label for identification each document, magnetic tape, disk, or other tangible media upon which the Deposit Materials are written or stored. Additionally, Depositor shall complete Exhibit B to this Agreement by listing each such tangible media by the item label description, the type of media and the quantity. Exhibit B shall be signed by Depositor and delivered to DSI with the Deposit Materials. Unless and until Depositor makes the initial deposit with DSI, DSI shall have no obligation with respect to this Agreement, except the obligation to notify the parties regarding the status of the account as required in Section 2.2 below.

     1.3 Deposit Inspection. When DSI receives the Deposit Materials and Exhibit B, DSI will conduct a deposit inspection by visually matching the labeling of the tangible media containing the Deposit Materials to the item descriptions and quantity listed on Exhibit B. In addition to the deposit inspection, Preferred Beneficiary may elect to cause a verification of the Deposit Materials in accordance with Section 1.6 below.

     1.4 Acceptance of Deposit. At completion of the deposit inspection, if DSI determines that the labeling of the tangible media matches the item descriptions and quantity on Exhibit B, DSI will date and sign Exhibit B and mail a copy thereof to Depositor and Preferred Beneficiary. If DSI determines that the labeling does not match the item descriptions or quantity on Exhibit B, DSI will (a) note the discrepancies in writing on Exhibit B; (b) date and sign Exhibit B with the exceptions noted; and (c) mail a copy of Exhibit B to Depositor and Preferred Beneficiary. DSI’s acceptance of the deposit occurs upon the signing of Exhibit B by DSI. Delivery of the signed Exhibit B to Preferred Beneficiary is Preferred Beneficiary’s notice that the Deposit Materials have been received and accepted by DSI. Other than DSI’s inspection of the Deposit Materials, DSI shall have no obligation to the accuracy, completeness, functionality, performance or non-performance of the Deposit Materials.

     1.5 Representations of the Parties.

     Depositor represents as follows:

a. Depositor lawfully possesses all of the Deposit Materials deposited with DSI;

b. With respect to all of the Deposit Materials, Depositor has the right and authority to grant to DSI and Preferred Beneficiary the rights as provided in this Agreement;

c. The Deposit Materials are not subject to any lien or other encumbrance, however, any liens or encumbrances made after the execution of this Agreement will not prohibit, limit, or alter the rights and obligations of DSI under this Agreement;

d. The Deposit Materials consist of the proprietary technology and other materials identified either in the Development and License Agreement or Exhibit A, as the case may be; and

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e. The Deposit Materials are readable and useable in their current form or, if any portion of the Deposit Materials is encrypted, the decryption tools and decryption keys have also been deposited.

     1.6 Verification. Preferred Beneficiary shall have the right, at Preferred Beneficiary’s expense, to cause a verification of any Deposit Materials. Preferred Beneficiary shall notify Depositor and DSI of Preferred Beneficiary’s request for verification. Depositor shall have the right to be present at the verification. Verification determines, in different levels of detail, the accuracy, completeness, sufficiency and quality of the Deposit Materials. If a verification is elected after the Deposit Materials have been delivered to DSI, then only DSI, or at DSI’s election, an independent person or company selected and supervised by DSI and reasonably acceptable to both Preferred Beneficiary and Depositor, may perform the verification. If DSI is required to perform the verifications anywhere other than DSI’s facilities, all expenses, including travel expenses, will be paid by Preferred Beneficiary. If such verification by Preferred Beneficiary discovers that Deposit Materials have not been deposited in accordance with this Agreement, Depositor shall reimburse Preferred Beneficiary all costs and expenses associated with conducting the verification.

     1.7 Deposit Updates. Unless otherwise provided by the License Agreement or otherwise agreed in writing by the parties, Depositor shall update the Deposit Materials within thirty (30) days of the end of each calendar month during the term hereof in which: (i) a new release of the Product has been made generally available to all of Depositor’s customers that are similarly situated to the Preferred Beneficiary; or (ii) Depositor has delivered to Preferred Beneficiary a Deliverable under the License Agreement. Such updates will be added to the existing deposit. All deposit updates shall be listed on a new Exhibit B and Depositor shall sign the new Exhibit B. Each Exhibit B will be held and maintained separately within the escrow account. An independent record will be created which will document the activity for each Exhibit B. The processing of all deposit updates shall be in accordance with Sections 1.2 through 1.6 above. All references in this Agreement to the Deposit Materials shall include the initial Deposit Materials and any updates.

     1.8 Removal of Deposit Materials. The Deposit Materials may be removed and/or exchanged only on written instructions signed by Depositor and Preferred Beneficiary, or as otherwise provided in this Agreement.

     ARTICLE 2 — CONFIDENTIALITY AND RECORD KEEPING

     2.1 Confidentiality. DSI shall maintain the Deposit Materials in a secure, environmentally safe, locked facility which is accessible only to authorized representatives of DSI. DSI shall have the obligation to reasonably protect the confidentiality of the Deposit Materials. Except as provided in this Agreement, DSI shall not disclose, transfer, make available, or use the Deposit Materials. DSI shall not disclose the content of this Agreement to any third party. If DSI receives a subpoena or any other order from a court or other judicial tribunal pertaining to the disclosure or release of the Deposit Materials, DSI will immediately notify the parties to this Agreement unless prohibited by law. It shall be the responsibility of Depositor and/or Preferred Beneficiary to challenge any such order; provided, however, that DSI does not waive its rights to present its position with respect to any such order. DSI will not be required to disobey any order from a court or other judicial tribunal. (See Section 7.5 below for

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notices of requested orders.) The obligations imposed by this Section 2.1 shall continue in full force and effect after termination or expiration of this Agreement.

     2.2 Status Reports. DSI will issue to Depositor and Preferred Beneficiary a report profiling the account history at least semi-annually. DSI will provide copies of the account history pertaining to this Agreement upon the request of any party to this Agreement.

     2.3 Audit Rights. During the term of this Agreement, Depositor and Preferred Beneficiary shall each have the right to inspect the written records of DSI pertaining to this Agreement. Any inspection shall be held during normal business hours and following reasonable prior notice.

     2.4 Standard of Care. DSI shall exercise a professional standard of care in carrying out the terms of this Agreement. DSI shall take no action in connection with or relating to this Agreement and the Deposit Materials hereunder, except in strict compliance with the terms and procedures provided hereunder. DSI shall not be responsible for failure to fulfill its obligations under this Agreement due to causes beyond its control. If DSI reasonably anticipates that it will be unable, to perform any of its material obligations under this Agreement, DSI shall notify Depositor and Preferred Beneficiary in writing of the circumstances surrounding such failure and the cause of such inability to perform its material obligations hereunder.

     ARTICLE 3 — GRANT OF RIGHTS TO DSI

     3.1 Title to Media. Simultaneous with the deposit of any Deposit Materials, DSI shall be vested with the right to process, utilize and transfer such Deposit Materials, subject to the terms and conditions set forth herein. DSI shall not be vested with any ownership rights or title to the Deposit Materials or the proprietary technology contained therein.

     3.2 Right to Make Copies. DSI shall have the right to make copies of the Deposit Materials as reasonably necessary to perform this Agreement. DSI shall copy all copyright, nondisclosure, and other proprietary notices and titles contained on the Deposit Materials onto any copies made by DSI. With all Deposit Materials submitted to DSI, Depositor shall provide any and all instructions as may be necessary to duplicate the Deposit Materials including, but not limited to, the hardware and/or software needed. Any copying expenses incurred by DSI as a result of a request to copy will be borne by the party requesting the copies. Alternatively, DSI may notify Depositor requiring its reasonable cooperation in promptly copying the Deposit Materials in order for DSI to perform this Agreement.

     3.3 Right to Transfer Upon Release. Depositor hereby grants to DSI the right to transfer the Deposit Materials to Preferred Beneficiary upon any release of the Deposit Materials for use by Preferred Beneficiary in accordance with Section 4.5. Except upon such a release or as otherwise provided in this Agreement, DSI shall not transfer the Deposit Materials.

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     ARTICLE 4 — RELEASE OF DEPOSIT

     4.1 Release Conditions. As used in this Agreement, “Release Condition” shall mean any of the following conditions:

Notwithstanding any other provision in this Agreement to the contrary, if Preferred Beneficiary is entitled to withdraw the source code from the Escrow, the license to the Product granted under the License Agreement shall continue in perpetuity and Preferred Beneficiary’s rights to use the source code shall be subject to the same terms and conditions as are applicable to the Product, all as set forth in the License Agreement.

     4.2 Filing for Release. If Preferred Beneficiary believes in good faith that a Release Condition has occurred, except for the passage of the applicable cure period as referred to in Section 4.1(a), 4(c) or 4.1(f) above, Preferred Beneficiary may provide to DSI written notice of the occurrence of the Release Condition and a request for the release of the Deposit Materials. Preferred Beneficiary’s notice shall include, if applicable, the date the cure period referred to in Section 4.1(a), 4(c) or 4(f) expires. Upon receipt of such notice, DSI shall provide, prior to the end of the third (3rd) business day following DSI’s receipt of such notice, a copy of the notice to Depositor by overnight commercial express mail.

     4.3 Contrary Instructions. In the case of a Release Condition referred to in: (i) Sections 4.1(a), 4.1(c) or 4.1(f), Depositor shall have until the end of the last business day of the applicable cure period as set forth in the notice referred to in Section 4.2 above to deliver to DSI and Preferred Beneficiary contrary instructions; or (ii) Sections 4.1(b), 4.1(d) and 4.1(e), Depositor shall have from the date DSI mails the notice requesting release of the Deposit Materials, ten (10) business days, to deliver to DSI and Preferred Beneficiary contrary

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instructions (“Contrary Instructions”). Contrary Instructions shall mean the written representation by an officer of Depositor that a Release Condition has not occurred or has been cured. Upon receipt of Contrary Instructions, DSI shall send, by the end of the third (3rd) business day following DSI’s receipt of such notice, a copy to Preferred Beneficiary by overnight commercial express mail. Additionally, DSI shall notify both Depositor and Preferred Beneficiary that there is a dispute to be resolved pursuant to Section 7.3 of this Agreement. Subject to Section 5.2 of this Agreement, DSI will continue to store the Deposit Materials without release pending (a) joint instructions from Depositor and Preferred Beneficiary; (b) dispute resolution pursuant to Section 7.3; or (c) order of a court of competent jurisdiction.

     4.4 Release of Deposit. If DSI does not receive Contrary Instructions from the Depositor prior to the expiration of the period as set forth in Section 4.3 and DSI has received from Preferred Beneficiary written confirmation that the period in Section 4.3 has expired, then DSI shall release, prior to the end of the third (3rd) business day following: (i) the expiration of such period; or (ii) DSI’s receipt of Preferred Beneficiary’s written confirmation that the period set forth in Section 4.3 has expired, whichever is later, the Deposit Materials to the Preferred Beneficiary. However, DSI is entitled to receive any fees due DSI before making the release. Any copying expense will be chargeable to Preferred Beneficiary. This Agreement will terminate upon the release of the Deposit Materials held by DSI.

     4.5 Right to Use Following Release. The Preferred Beneficiary’s use of the Deposit Materials following a Release of the Deposit Materials to Preferred Beneficiary shall be governed by the terms of the License Agreement.

     ARTICLE 5 — TERM AND TERMINATION

     5.1 Term of Agreement. This Agreement shall become effective upon the date hereof (the “Effective Date”), and shall end on the first to occur of the following: (i) Depositor and Preferred Beneficiary jointly instruct DSI in writing; or (ii) termination of this Agreement within thirty (30) days of receipt of written notice from Preferred Beneficiary to DSI and Depositor. DSI may terminate this Agreement for nonpayment in accordance with Section 5.2 or resignation in accordance with Section 5.3.

     5.2 Termination for Nonpayment. In the event of the nonpayment of fees owed to DSI, DSI shall provide written notice of delinquency to all parties to this Agreement. Any party to this Agreement shall have the right to make the payment to DSI to cure the default. If the past due payment is not received in full by DSI within one (1) month of the date of such notice, then DSI shall have the right to terminate this Agreement at any time thereafter by sending written notice of termination to all parties. DSI shall have no obligation to take any action under this Agreement so long as any payment due to DSI remains unpaid.

     5.3 Termination by Resignation. DSI reserves the right to terminate this Agreement, for any reason, by providing Depositor and Preferred Beneficiary with 60-days’ written notice of its intent to terminate this Agreement. Within the 60-day period, the Depositor must provide DSI with written instructions authorizing DSI to forward the Deposit Materials to another escrow company and/or agent or other designated recipient that has agreed to be bound by terms and

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conditions reasonably similar to the terms and conditions of this Agreement. Upon receipt of such instructions, DSI shall promptly forward the Deposit Materials to the other escrow company, agent or recipient, in accordance with such instructions. If DSI does not receive said written instructions within 60 days of the date of DSI’s written termination notice, then this Agreement shall terminate and DSI shall deliver the Deposit Materials to Preferred Beneficiary, with notice to the Depositor.

     5.4 Disposition of Deposit Materials Upon Termination. Subject to the foregoing termination provisions, and upon termination of this Agreement, DSI shall destroy, return, or otherwise deliver the Deposit Materials in accordance with Depositor’s instructions. If there are no instructions, DSI may, at its sole discretion, destroy the Deposit Materials or return them to Depositor. DSI shall have no obligation to destroy or return the Deposit Materials if the Deposit Materials are subject to another escrow agreement with DSI or have been released to the Preferred Beneficiary in accordance with Section 4.4.

     5.5 Survival of Terms Following Termination. Upon termination of this Agreement, the following provisions of this Agreement shall survive:

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a. Give DSI at least two business days’ prior notice of the hearing;

b. Include in any such order that, as a precondition to DSI’s obligation, DSI be paid in full for any past due fees and be paid for the reasonable value of the services to be rendered pursuant to such order; and

c. Ensure that DSI not be required to deliver the original (as opposed to a copy) of the Deposit Materials if DSI may need to retain the original in its possession to fulfill any of its other duties. Provided, however, upon DSI’s receipt of any order directing DSI to deliver the Deposit Materials to any party, DSI may deliver a full, accurate, and complete copy of the Deposit Materials and retain the original upon DSI’s showing of a legitimate need to retain the original.

     ARTICLE 8 — GENERAL PROVISIONS

     8.1 Entire Agreement. This Agreement, which includes Exhibits described herein, embodies the entire understanding among the parties with respect to its subject matter and supersedes all previous communications, representations or understandings, either oral or written. DSI is not a party to the License Agreement between Depositor and Preferred Beneficiary and has no knowledge of any of the terms or provisions of any such Agreement. DSI’s only obligations to Depositor or Preferred Beneficiary are as set forth in this Agreement. No amendment or modification of this Agreement shall be valid or binding unless signed by all the parties hereto, except that Exhibit A need not be signed by DSI, Exhibit B need not be signed by Preferred Beneficiary and Exhibits C and D need not be signed.

     8.2 Notices. All notices, invoices, payments, deposits and other documents and communications shall be given to the parties at the addresses specified in the attached Exhibit C. It shall be the responsibility of the parties to notify each other as provided in this Section in the event of a change of address. The parties shall have the right to rely on the last known address of the other parties. Any correctly addressed notice or last known address of the other parties that is relied on herein that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified as provided herein shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities by mail, through messenger or commercial express delivery services. Unless otherwise provided in this Agreement, all documents and communications may be delivered by First Class mail.

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     8.3 Severability. In the event any provision of this Agreement is found to be invalid, voidable or unenforceable, the parties agree that unless it materially affects the entire intent and purpose of this Agreement, such invalidity, voidability or unenforceability shall affect neither the validity of this Agreement nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision.

     8.4 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties. However, DSI shall have no obligation in performing this Agreement to recognize any successor or assign of Depositor or Preferred Beneficiary unless DSI receives clear, authoritative and conclusive written evidence of the change of parties.

     8.5 Waiver. Any term of this Agreement may be waived by the party entitled to the benefits thereof, provided that any such waiver must be in writing and signed by the party against whom the enforcement of the waiver is sought. No waiver of any condition, or breach of any provision of this Agreement, in any one or more instances, shall be deemed to be a further or continuing waiver of such condition or breach. Delay or failure to exercise any right or remedy shall not be deemed the waiver of that right or remedy.

     8.6 Regulations. Depositor and Preferred Beneficiary are responsible for and warrant compliance with all applicable laws, rules and regulations, including but not limited to customs laws, import, export, and re-export laws and government regulations of any country from or to which the Deposit Materials may be delivered in accordance with the provisions of this Agreement.

     8.7 Attorney’s Fees. In any litigation or other proceeding by which one Party either seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks declaration of any rights or obligations under this Agreement, the prevailing party who has proven by court decree, judgment or arbitrator’s determination that the other party has materially breached its representation or warranty under this Agreement, shall be awarded reasonable attorneys’ fees, together with any costs and expenses, to resolve the dispute and to enforce final judgment.

     8.8 No Third Party Rights. This Agreement is made solely for the benefit of the Parties to this Agreement and their respective permitted successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement unless otherwise agreed to by all the parties hereto.

     8.9 Authority to Sign. Each of the Parties herein represents and warrants that the execution, delivery, and performance of this Agreement has been duly authorized and signed by a person who meets statutory or other binding approval to sign on behalf of its business organization as named in this Agreement.

     8.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

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EXHIBIT A

MATERIALS TO BE DEPOSITED

ACCOUNT NUMBER                                       

Depositor represents to Preferred Beneficiary that Deposit Materials delivered to DSI shall consist of the following:

One full complete copy of the most current edition of the Software made available to Preferred Beneficiary under the Development and License Agreement, including without limitation, all source and object code thereto and all related programmer documentation to the extent it exists.

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EXHIBIT B

DESCRIPTION OF DEPOSIT MATERIALS

Depositor Name:

Account Number                                                                                                                                                         

     Product Name Version

(Product Name will appear as the Addendum B Name on Account History report)

PRODUCT DESCRIPTION:
Environment                                                                                                                                                                            

DEPOSIT MATERIAL INFORMATION:

Is the media or are any of the files encrypted? Yes / No If yes, please include any passwords and the decryption tools.

Encryption tool name                                                                                                 Version                                       
Hardware required                                                                                                                                                         
Software required                                                                                                                                                         
Other required information                                                                                                                                            

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Send materials to: DSI, 9265 Sky Park Ct., Suite 202, San Diego, CA 92123 (858)  ###-###-####

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EXHIBIT C

DESIGNATED CONTACT

Account Number                                       

Requests from Depositor or Preferred Beneficiary to change the designated contact should be given in writing by the designated contact or an authorized employee of Depositor or Preferred Beneficiary.

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EXHIBIT C

DESIGNATED CONTACT

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EXHIBIT D

FEE AND SERVICES SCHEDULE
PREFERRED ESCROW AGREEMENT

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