DRAFT – 04 March 2005

21POS SUPPORT AGREEMENT

21POS is providing you support services (“Support”) subject to the terms of this Support Agreement (the“Agreement”). This is an agreement between 21POS with an address at 4041 Wilshire Blvd., #103, LosAngeles, CA 90010 and (“Company”) with an address at

. Effective this date 2005.

IMPORTANT – PLEASE READ CAREFULLY

THIS IS A LEGAL AGREEMENT BETWEEN YOUR COMPANY AND 21POS FOR SUPPORT. BYCHECKING THE "I AGREE" STATEMENT BELOW, YOU ACKNOWLEDGE THAT YOU HAVEREAD AND UNDERSTAND THE FOLLOWING TERMS AND AGREE TO BE BOUND BY THEM.IF YOU DO NOT AGREE TO THESE TERMS, 21POS IS UNWILLING TO GRANT YOU SUPPORTSERVICES AND YOU CHECK THE "I DO NOT AGREE" STATEMENT, IN WHICH CASE: (1) YOUMUST CONTACT 21POS IMMEDIATELY (2) IF YOU ARE RECEIVING SUPPORT SERVICES,21POS SHALL STOP PROVIDING SUCH SERVICES (3) YOU SHALL PAY 21POS ANY AMOUNTYOU THEN OWE TO 21POS.

1.0 Term

21POS agrees to provide the Company with such support services as are specifically purchased byCompany pursuant to each applicable purchase order issued by Company (each, a “Purchase Order” or“PO”) and accepted by 21POS in writing at 21POS’s discretion (the “Services”). The initial term for21POS’s provision of Services hereunder shall be as indicated on the Purchase Order per the supportproduct number, (“Initial Term”). Thereafter, the Agreement shall automatically renew for successiveone (1) year terms (each, a “Renewal Term”), unless either party notifies the other party in writing at leastthirty (30) days prior to the expiration of the Initial Term or Renewal Term, as applicable, of its desire notto renew the Agreement. The Initial Term and Renewal Terms collectively constitute the “Term.”

Certain Definitions

“Agreement” collectively constitutes the body of this Agreement and attachment A attached andincorporated hereto.

“End User” means any individual or entity that uses Products solely for such person or entity’s owninternal business use, pursuant to an executed End User License Agreement, and not for sale, sublicense,resale, lease, distribution, or other form of transfer of same to any third party.

“Fees” is the total amount in U.S. dollars of all payments due to 21POS from Company hereunder for theServices based on the prices as specified in Section 7.0.

“Herein,” “hereof,” “hereunder” and similar terms refer to this Agreement. Any references to sale orpurchase of technology or software refers solely to the licensing of same and no title or assignment iscontemplated thereby. All references to “days” refer to regular U.S. business days. All references to“Section” refer to sections in this Agreement. All definitions herein are applicable both to their singularand plural forms, as the context may require.

“Intellectual Property (Rights)” collectively means any and all copyrights, trademarks, service marks,trade names, service names, patents, patent applications, business processes, know-how, trade secrets,moral rights, data rights and any other proprietary right arising under the law of the United States, any otherjurisdiction or any treaty regime.

2.0 Overview of Agreement

The 21POS Support and Maintenance program (the “Program”) provides a framework for 21POS toprovide Services pursuant to the terms hereof only for 21POS products or third-party products on the21POS price list which are purchased directly from (i) an authorized 21POS reseller (the “Resellers”) or(ii) 21POS (collectively, the “Products”).

3.0 Contract Specifics

3.1 Purchase Order Term. Upon completion of Services purchased by Company pursuant toindividual POs, unless either Party, within 30 days prior to such completion of such Services, notifies theother Party in writing of its decision not to renew the Services, such Services will automatically renew onthe same conditions as set forth herein. The price for the Services will automatically renew at the originalpercentage of the original Product List price applied to the then current Product price on the 21POS pricelist in effect at the time of renewal. In the event that at the time of automatic renewal, either or both of therespective Services or Products are no longer indicated on the current 21POS pricelist, then the Serviceswill be renewed at the original percentage of the original Product List price, respectively, as at the time ofissuance of the initial PO. In the event that these Services under any such particular PO are renewed beyondthe Term, such Services shall, notwithstanding thereof, be provided for such renewed period; however, noadditional POs shall be issued or accepted after the expiration of the Term.

3.2 Covered Products. Services are only provided for Products during the Term and for Productsthat have been registered with 21POS through the 21POS customer support website (the “Website”).

Each PO and the Fees therein cover the purchased Services for only the number of Product copies or unitsspecified in each such PO. If Customer wishes to purchase Services for other or additional Product copiesor units, Company must issue a separate PO therefor and pay the applicable Fees. 21POS or its designatedrepresentative may audit during the Term, and for two (2) years thereafter invoices and the Support andMaintenance Agreements between the Company and its End Users to verify that all Services are paid for asprovided herein. 21POS may request and Company shall supply a computer file listing of all coveredProducts. Such audits would be conducted during regular business hours at Customer’s offices and in sucha manner as not to interfere unreasonably with Customer’s normal business activities. Customer agrees tocooperate with 21POS or its designated representative in the performance of any such audit. In no eventshall audits be conducted more frequently than twice in any twelve (12) month period during the Term.

If Company did not initially purchase Services at the time of the Product purchase, it may purchaseServices at a later date under the following conditions:

(i) Software Products If Company wants to purchase Services for 21POS software Products (the“Software”), which are not then subject a valid Support and Maintenance Agreement, Company must payfor such Services retroactively to the date that such Software was licensed to Company or to the date thatthe Services last expired, whichever is later. Alternatively, if the Software for which Services are desired isnot the then most current Software version, Company may license a Software upgrade so that the Softwareis made to conform to the then current version. Company may then purchase Services for such Softwareupgrade.

Services for Software are provided for the then current release, and may be provided for a maximum ofthree (3) years after the Software is removed from the official 21POS price list.

3.3 Updates / Upgrades. If the Service package purchased by Company per the applicable POincludes the licensing of Software Upgrades or Updates by 21POS to Company then, the terms set forth inExhibit A shall apply thereto in addition to the other terms set forth herein.

4.0 Support and Maintenance Provided by 21POS

21POS will provide the Services ordered by Company and accepted in writing by 21POS in the applicablePurchase Order.

4.1 Electronic Software Access. The Company may be provided with a user I.D. and password,providing electronic access to software Updates and Upgrades, if these features are purchased in theapplicable PO. These user I.D.s and passwords may not be shared and may not be used in support of anythird party. 21POS reserves the right to change the user I.D. and password at any time and will notify theCompany of any change.

4.2 RMA Approval. A Return Material Authorization (“RMA”) may only be issued by 21POSTechnical Assistance Center, (“TAC”) and will be granted only after the Company has followed thedebugging and analysis steps requested by TAC.

4.2.2 Communicating About RMA’s. By contacting one of the Customer Support telephone numberslisted in the Certificate of Support, provided to Customer at time of purchase, or via the 21POS Website(www.21POS.com) Company may initiate a request for RMA, obtain information about the RMA status,and otherwise communicate with the appropriate individuals handling RMA. Company Responsibilitiesand Actions.

4.3 Requesting Support. All Services requests shall be made by Company by e-mail through the21POS Website or telephone call to one of the TAC telephone numbers, as described on the Certificate ofSupport if the applicable PO provides for such telephone service.

Upon receiving a call or request via the 21POS Website, Customer Support will request information priorto providing Services, not limited to the following:

Company Name (and, if appropriate, End-User name) and Contract Number.

Name of person calling for verification against list of authorized callers.

Model and serial number of the Product for which support is required.

Product or Software serial number.

5.4 Use of Documentation and Electronic Support. Company is required to have checked the basicsources of technical information prior to contacting Customer Support. These sources include the manualsshipped with the Product, including “readme” files, and any updates available on-line at the 21POSWebsite. If the Authorized Caller has not checked these sources, he or she may be asked to first refer tothese sources, and no “problem report” will be opened until the sources have been checked.

6.0 Warranty

(i) THIRD PARTY HARDWARE OR SOFTWARE SUPPLIED BY 21POS OR THROUGH ANY21POS RESELLERS (COLLECTIVELY, THE “THIRD PARTY PRODUCTS”) ARE ONLYCOVERED UNDER THE TERMS AND CONDITIONS OF THE WARRANTY GIVEN BY THEMANUFACTURER OF SUCH THIRD PARTY PRODUCTS. NO WARRANTY, WHETHEREXPRESSED, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, FORMERCHANTABILITY, TITLE OR FITNESS FOR PARTICULAR PURPOSE, IS GIVEN BY 21POSTHEREFOR, AND 21POS HEREBY DISCLAIMS ANY AND ALL WARRANTIES FOR THIRDPARTY PRODUCTS.

(ii) 21POS SOFTWARE PRODUCTS ARE WARRANTED AS SET FORTH IN THEAPPLICABLE LICENSE AGREEMENT.

(iii) 21POS WARRANTS THAT IT WILL PROVIDE THE SERVICES IN ACCORDANCE WITHGENERALLY ACCEPTED PROFESSIONAL STANDARDS. EXCEPT FOR THE FOREGOING,21POS HEREBY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, OF MERCHANTABILITY,TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, FOR THE SERVICES OR OTHERWISEUNDER THIS AGREEMENT. COMPANY’S SOLE REMEDY AND 21POS’S SOLE OBLIGATIONFOR 21POS’S BREACH OF THE WARRANTY IN THIS SECTION 6.0(iii) IS FOR 21POS TOREPERFORM THE SERVICES OR REFUND THE APPROPRIATE PRO RATA PORTION OF THEFEES AS DETERMINED BY 21POS IN ITS SOLE DISCRECTION.

7.0 Pricing

The price for Services are set forth in the 21POS price lists, as adjusted for any applicable discount.Discounts will not apply to other charges herein.

8.0 Purchase Order and Payment

8.1 Purchase Order Process. Company will provide 21POS with a Purchase Order indicating thespecific Services Company wishes to purchase and the applicable Product code and price from the thencurrent 21POS price list. No Services will be provided until and unless a valid Purchase Order is issued byCompany for such Service and such Purchase Order is accepted in writing by 21POS in 21POS’s solediscretion. Except for the foregoing, no terms or conditions on any Purchase Order or othercommunication submitted by Company will have any effect on this Agreement or otherwise, and thisAgreement shall in all respects supersede and replace any such Purchase Order or other communication.

8.2 Payment Terms. Unless otherwise provided in 21POS’s standard terms and conditions or reselleragreement, as applicable, all payments for Services shall be due and payable in full in US dollars, withinthirty (30) days of 21POS’s invoice, subject to 21POS’s review of Company’s financial condition andcredit worthiness. Depending on the outcome of its credit investigation, 21POS may require the Companyto issue payment in advance for all or any portion of the Fees. The Fees do not include any applicablesales, use and other taxes related to the use or delivery of the Services. If 21POS is required to pay anysales, use or other taxes related to the use or delivery of the Services, then such taxes shall be billed to andpaid by Company.

9.0 Confidential Information and Publicity

Any information provided by either party (the “Disclosing Party”) to the other party (the “Recipient”) inconnection with the negotiation or performance of this Agreement, regardless of form, including, but notlimited to technical drawings and manuals, designs and concepts; software programs, routines, formulaeand concepts; production plans, designs, layouts and schedules; marketing analyses, plans, customer dataand surveys; all matters relating to finances and personnel; and all deliverables, shall be deemed to be theconfidential information of the Disclosing Party, except if the Recipient can demonstrate that suchinformation is (a) in or becomes part of the public domain through no fault of the Recipient; (b) disclosedby a third party without restriction; (c) known to the Recipient at the time of disclosure and is sodocumented; or (d) entirely independently developed by the Recipient without any use of or access to anyinformation furnished by the Disclosing Party and is so documented (collectively "ConfidentialInformation"). All Confidential Information shall be held in confidence by the Recipient and, if in writtenform, returned to the Disclosing Party upon its written request, with the exception of deliverables from21POS to Company. The Recipient shall (a) not reproduce the Confidential Information without thewritten consent of the Disclosing Party; (b) not use the Confidential Information for any purpose other thanas contemplated in this Agreement; (c) not divulge the Confidential Information other than to employeeswith a bona fide need to know; and (d) cause each employee to execute a written agreement, enforceable inall respects in accordance with its terms, with confidentiality obligations at least at restrictive as thosecontained herein. The foregoing disclosure restrictions shall not apply in the event of a disclosure by theRecipient in response to a lawful order of a court of competent jurisdiction or in order for Recipient to

comply with applicable government regulations; provided, however, that prior to any such disclosure, theRecipient provides written notice to the Disclosing Party thereof, and reasonably cooperates with theDisclosing Party in seeking a protective order, confidential treatment, or similar protection for theConfidential Information. All Confidential Information and all Intellectual Property Rights therein areowned and shall remain the sole and exclusive property of the Disclosing Party (or its licensee). All rightsto Confidential Information shall be held in trust by the Recipient for the exclusive benefit of theDisclosing Party. The Recipient acknowledges that monetary damages may not be adequate in the event ofRecipient’s breach of this Section 9, and agrees that the Disclosing Party shall be entitled to injunctive orother affirmative relief to enforce its right hereunder. The Recipient shall be liable for failure of any ofRecipient’s employee to comply with this Section 9.

Company shall not in any advertising, sales promotion materials, press releases or any other publicitymatters use the name “21POS,” “21POS.COM” or any variation thereof or language from which theconnection of said names may be implied, nor shall Company disclose or advertise in any manner thenature of Services supplied or the fact that it has entered into this Agreement, unless 21POS, in its solediscretion, grants Company prior written permission to do so.

10.0 Independent Contractor

21POS, its subcontractor and their respective workers (collectively, “Workers”) supply Services solely intheir capacity as an independent contractor, and nothing contained in this Agreement or in any purchaseorder shall be construed to create or imply a joint venture, franchise, partnership, principal-agent,representative or employment relationship between the parties or between Company and Workers.

11.0 Indemnity

Company shall indemnify, defend and hold 21POS harmless from and against any and all suits, claims,demands, actions, losses, damages, liabilities, costs or expenses (including, without limitation, legal feesand disbursements) suffered or incurred by 21POS in connection with Company’s breach of thisAgreement or any applicable law or the violation of any third party’s rights.

12.0 Termination/Suspension

This Agreement may be terminated under subsection (a) or (b) below.

(a) Upon sixty (60) days prior written notice to Company, 21POS may terminate this Agreement for21POS’s convenience, without obligation or liability of any kind except that in the event of suchtermination for convenience, 21POS will refund to Company the Fees previously paid by Company on apro-rata basis for the terminated Services.

(b) Either party may terminate this Agreement, effective immediately upon written notice to the otherparty, if the other party has breached any provision of this Agreement and does not cure such breach withinthirty (30) days after the breaching party first receives a written breach notice from the non-breachingparty; except that, such cure period shall not apply for a breach of Section 9; and provided further that21POS may terminate any PO if it terminates this Agreement under this Section 12.1(b). In addition, thisAgreement shall terminate automatically, in the event that the Agreement pursuant to which the Softwareor Upgrades or Updates are provided to Company, is terminated for any reason or expires.

(c) Upon termination or expiration of this Agreement for any reason, (i) except as provide in Section12.1(b), any PO accepted by 21POS, or automatically renewed by 21POS pursuant to the terms herein,prior to the expiration or termination of this Agreement shall continue in effect and be subject to thisAgreement, and (ii) except for the foregoing, all rights granted in this Agreement will immediately cease toexist, and Company must purge from its electronic or other storage facilities or records all ConfidentialInformation of 21POS and its suppliers, and return to 21POS all Confidential Information of 21POS in

Company’s possession or control and certify in writing to 21POS that it has fully complied with theserequirements.

Any outstanding payment obligations of a party, as well as Sections 9 (“Confidential Information andPublicity”), 10 (“Independent Contractor”), 11 (“Indemnity”), 12 (“Termination”), 13 (“Limitation ofLiability”) and 15 (“General”) shall survive the expiration or termination of this Agreement for any reason.

12.2 Suspension. 21POS reserves the right to suspend Services if and so long as Company is on “credithold” for breach of this Agreement or any other agreement between 21POS and Company or any paymentterms hereunder or thereunder, and 21POS shall have no liability or other obligation to Company orCompany’s End Users as a result thereof.

13.0 Limitation of Liability

(a) EXCEPT FOR THE COMPANY’S PAYMENT OBLIGATIONS HEREUNDER OR INDEMNITYOBLIGATIONS UNDER SECTION 11 OR THE BREACH OF SECTION 9 BY EITHER PARTY: (I) INNO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT,EXEMPLARY, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOSTINFORMATION, LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THISAGREEMENT; AND (II) EACH PARTY’S TOTAL CUMULATIVE LIABILITY IN CONNECTIONWITH THIS AGREEMENT OR SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE,SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO 21POS HEREUNDER PRIORTO THE EVENT GIVING RISE TO LIABILITY. Company acknowledges that the fees reflect theallocation of risk set forth in this agreement and that 21POS would not enter into this Agreement on theseterms without these limitations on its liability.

(b) SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OFWARRANTIES OR INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OR LIABILITIES.THE WARRANTY OR LIABILITY LIMITATIONS OR EXCLUSION SET FORTH HEREIN SHALLONLY APPLY TO THE MAXIMUM ALLOWED UNDER APPLICABLE LAW

14.0 COMPLIANCE WITH APPLICABLE LAW.

Company warrants, represents and covenants to 21POS, for the duration of the Term, that it will complywith all applicable laws and regulations in the implementation of this Agreement.

14.1 Export Controls. Distributor shall not, directly or indirectly, export or re-export, or knowinglypermit the export or re-export of any Product or any component thereof, or any other items, to any countryfor which the United States Export Administration Act or any regulation thereunder, or any other similarUnited States law or regulation, including without limitation the United States Arms Export Control Act,requires an export license or other United States governmental approval, unless the appropriate exportlicense or approval has first been obtained.

15.0 General

15.1 Assignment and Subcontracts. Company may not assign all or any portion of its rights, dutiesor obligations under this Agreement without prior written consent of 21POS. Any attempted assignment inviolation of the foregoing shall be null and void. 21POS may assign, delegate or sub-contact all or anyportion of its rights or obligations under this Agreement. This Agreement shall inure to the benefit of andbe binding upon the parties hereto and their successors and permitted assigns.

15.2 Severability. If one or more provisions in this Agreement are ruled entirely or partly invalid orunenforceable by any court or governmental authority of competent jurisdiction, then: (i) the validity andenforceability of all provisions not ruled to be invalid or unenforceable shall remain unaffected; (ii) theeffect of such ruling shall be limited to the body making the ruling; (iii) the provision(s) held wholly or

partly invalid or unenforceable shall be deemed amended, and the parties shall reform the provision(s) tothe minimum extent necessary to render them valid and enforceable in conformity with the parties’ intentas manifested herein; and (iv) if the ruling, or the controlling principle of law or equity leading to theruling, is subsequently overruled, modified, or amended, then the provision(s) in question, as originally setforth in this Agreement, shall be deemed valid and enforceable to the maximum extent permitted by thenew controlling principle of law or equity. WITHOUT LIMITING THE FOREGOING, IT ISUNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENTWHICH PROVIDES LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OREXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE ENFORCEABLE TO THEMAXIMUM ALLOWED BY APPLICABLE LAW SEVERABLE AND INDEPENDENT OF ANYOTHER SUCH PROVISION AND TO BE ENFORCED AS SUCH. IT IS EXPRESSLY UNDERSTOODAND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVEFAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONSOF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT TO THE MAXIMUM ALLOWEDBY APPLICABLE LAW.

15.3 Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of thisAgreement on one occasion will not be deemed a waiver of any other provision or of such provision on anyother occasion.

15.4 Counterparts. This Agreement may be executed in counterparts, by facsimile, or both, each ofwhich will be considered an original, but all of which together will constitute the same instrument.

15.5 Force Majeure. Except for the obligations to pay Fees, neither party will be liable for any failureto fulfill its obligations hereunder due to causes beyond its reasonable control, including acts or omissionsof government or military authority, acts of God, shortages of materials, transportation delays, poweroutages, earthquakes, fires, floods, labor disturbances, riots, or wars.

15.6 Full Power. Each party warrants that it has full power to enter into and perform this Agreement,and the person signing this Agreement on such party’s behalf has been duly authorized and empowered toenter into this Agreement.

15.7 Governing Law; Venue. This Agreement shall for all purposes be governed and interpretedsolely and exclusively by the laws of the State of California, USA without reference to conflict of lawsprinciples. Except for any action for injunctive or other equitable relief, which may be brought by 21POSat any time, wherever 21POS deems appropriate, to protect or enforce its rights hereunder, any and alldisputes arising from or relating to this Agreement that are not amicably settled between the Parties shall bebrought and resolved solely and exclusively in a federal court in the Northern District of California or instate court in Santa Clara County, California, and each party irrevocably submits to the jurisdiction andvenue of any such court in any such action or proceeding and irrevocably waives any objections thereto.

15.8 Agreement Language is English. The Parties acknowledge that this Agreement is drafted andexecuted in, and shall be solely governed by the English language, which shall control, in all respects, theconstruction and interpretation of this Agreement.

15.9 Entire Agreement. This Agreement, together with Attachments A, B and C attached andincorporated hereto, constitutes the sole, complete and final agreement between the parties regarding thesubject matter hereof and supersedes all prior or contemporaneous understandings, agreements, or othercommunications between the parties, oral or written. This Agreement may be amended by a writtendocument signed by both parties.

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed by its dulyauthorized representative.

[I AGREE] [I DO NOT AGREE]

Name of Company For 21POS

Name and Title Name and Title

Signature Signature

Date Date

Attachment A

SOFTWARE UPGRADE AND UPDATE LICENSE

Unless 21POS and Company have executed a prior license agreement, with respect to Updates, thefollowing terms will apply to such Updates.

1. DEFINITIONS. As used in this Attachment C the following definitions apply in addition to thedefined terms set forth in the body of the Agreement:

1.1 “Documentation” means the user’s manuals provided to Licensee by 21POS along with theSoftware.

1.2 “Executable Code” means the fully compiled version of a software program that can beexecuted by a computer and used by an end user without further compilation.

1.3 “Software” means the Executable Code of the Updates that 21POS or its suppliers mayprovide to Licensee pursuant to this Agreement.

1.4 “Source Code” means the human-readable version of a software program that can becompiled into Executable Code.

2. LICENSE GRANT. Subject to the terms and conditions of this Agreement, 21POS hereby grants toCompany a non-exclusive, non-transferable, license (without the right to sublicense) to execute theSoftware only in Executable Code form solely for Licensee’s business purposes in accordancewith the Documentation and the limitations set forth in this Agreement.

3. RESTRICTIONS.

3.1 Restrictions on Use. Licensee acknowledges that the Software and its structure, organizationand Source Code constitute valuable trade secrets of 21POS or its suppliers. Accordingly, Licensee agreesnot to (a) modify, reproduce, copy, adapt, alter, improve, translate, or create derivative works from theSoftware; (b) merge the Software with other software; (c) sublicense, lease, rent, loan, or otherwise providethe Software to any third party; (d) reverse engineer, decompile, disassemble, or otherwise attempt toderive the Source Code for the Software (unless otherwise mandated by applicable law and then only to thelimited extent so mandated); (e) use the Software for the benefit of a third party or to develop a product thatis similar to the Software or to operate a service bureau; or (f) publish any results of any benchmark testsrun on the Software or any component thereof. Any modifications, improvements or alterations to theSoftware, whether authorized or not, made by Licensee or any third party shall be the sole and exclusiveproperty of 21POS, and Licensee hereby irrevocably assigns, conveys and transfers all of its IntellectualProperty Rights in and to such modifications, improvements or alternations to 21POS.

4. WARRANTIES & DISCLAIMERS

Software.

4.1 If the Software is provided on magnetic media or CD-ROM, 21POS warrants such media tobe free from defects in materials and workmanship under normal use for ninety (90) days from date thatyou obtain the Software 21POS does not warrant that Licensee’s use of the Software will be accurate,error-free or uninterrupted.

4.2 General Disclaimer. TO THE MAXIMUM EXTENT ALLOWABLE UNDERAPPLICABLE LAW, AND SUBJECT TO SECTIONS 13.B AND 14.2 OF THE BODY OF THEAGREEMENT, THE EXPRESS WARRANTY IN THIS SECTION 4.1 OF THIS ATTACHMENT CIS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY,REGARDING THE SOFTWARE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRDPARTY RIGHTS. [IN ADDITION, 21POS MAKES NO WARRANTIES WHATSOEVERRELATED TO THE THIRD PARTY SOFTWARE.] LICENSEE ACKNOWLEDGES THAT ITHAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTY IN THISAGREEMENT.

5. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT ALLOWABLE UNDERAPPLICABLE LAW, IN NO EVENT WILL 21POS OR ITS SUPPLIERS, BE LIABLE FORANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL ORINCIDENTAL DAMAGES, INCLUDING ANY LOST INFORMATION, LOST DATA ANDLOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT. 21POS’STOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT ANDTHE SOFTWARE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOTEXCEED THE AMOUNT OF LICENSE FEES ACTUALLY PAID TO 21POSHEREUNDER. LICENSEE ACKNOWLEDGES THAT THE LICENSE FEES REFLECTTHE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT 21POSWOULD NOT ENTER INTO THIS AGREEMENT ON THESE TERMS WITHOUTTHESE LIMITATIONS ON ITS LIABILITY.

6. TERM AND TERMINATION.

6.1 Effects of Termination. Upon termination of this Agreement for any reason, all licensedrights granted in this Agreement will immediately terminate, and Licensee must (i) promptly discontinue alluse of the Software; (ii) purge and destroy all Confidential Information of 21POS, including all copies ofthe Software and Documentation in Licensee’s possession or control; and (iii) certify, in writing, to 21POSthat it has fully complied with these requirements.

7. GENERAL.

7.1 Ownership of Intellectual Property. The Software, and Intellectual Property Rights therein,are the sole and exclusive property of 21POS or its licensors. 21POS and its licensors reserve all rights,title and interest in and to the Software not expressly granted to Licensee in this Agreement. Nothing inthis Agreement will be deemed to grant, by implication, estoppel or otherwise, a license under any of21POS’s existing or future patents. 21POS agrees that it will not assert any of its rights under such patentsagainst Licensee based upon the proper exercise by Licensee of the license granted in Section 2. Licenseewill not remove, alter, or obscure any proprietary notices (including copyright notices) of 21POS or itssuppliers on any portion of the Software or Documentation.

7.2 U.S. Government End Users. If Licensee is a branch or agency of the United StatesGovernment, the following provision applies. The Software and Documentation are "commercial item(s)"as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercialcomputer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R.12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Softwareand Documentation with only those rights set forth therein.