This SOFTWARE BUNDLING AGREEMENT is entered into by and between McAfee Associates, Inc., a California corporation with its principle place of business located at 2710 Walsh Avenue, Suite 200, Santa Clara, California 95031-0963, ("McAfee") and Computer Tyme Software Lab, a Missouri corporation with its principal place of business located at 411 North Sherman, Suite 300, Springfield, Missouri 65802 ("Developer"). The effective date of this Agreement shall be the date last signed below ("Effective Date").

1. DEFINITIONS For purposes of this Agreement, the following terms shall have the meanings set forth:
1. Corrected Version means a version of the Software prepared solely for the purpose of Errors in the Software.
2. End User means an individual or entity licensed by McAfee directly or indirectly to use the Software for personal or ordinary business use and not for further distribution or resale.
3. End User Agreement means McAfee’s standard end user shrinkwrap or online End User software license agreement (as such agreement may be amended from time to time) or the standard end user software agreement of McAfee’s OEMs, VARs, ISVs, or distributors containing at a minimum terms and conditions substantially similar to those contained in McAfee’s end user shrinkwrap or online software agreement.
4. Net Tools Bundle means ( i ) the standard stock-keeping unit intended for retail marketing comprising an individual copy of NetTools and the Software together with a user manual and other supplementary materials and/or ( ii ) the on line version of the foregoing.
5. Software means Developer’s computer software program currently known as "IniTyme" as described in the specification in Exhibit A (Deliverables Description").
6. Specification means the detailed specification of the Software incorporated in Exhibit A (Deliverables Description").
2. DELIVERY OF SOFTWARE
1. Delivery. Developer agrees to deliver the Software (in object code form) and Software related programmer’s documentation, End User documentation and all other deliverable items set forth in Exhibit A ("Deliverables Description") in electronic media and/or camera ready format as applicable within ten (10) days of the Effective Date. McAfee will request, and Developer agrees to make certain modifications in the Software as mutually agreed to, prior to delivery to McAfee. No source code will be delivered to McAfee by Developer.
2. Acceptance. Upon receipt of the object code from the Software, McAfee will have seven (7) days ("Acceptance Period") to examine and/or test such deliverables to determine whether they conform to the Specifications in Exhibit A (Deliverables Description"). McAfee will notify Developer of McAfee’s acceptance or rejection of the deliverable within such seven (7) day period, and McAfee’s failure to provide such notice shall be deemed an acceptance of such deliverables. If McAfee rejects the deliverables, McAfee shall return the Software deliverables and this Agreement shall terminate.
3. LICENSE GRANTS. Developer hereby grants to McAfee non-exclusive, worldwide license during the terms of this Agreement to reproduce, market, distribute (through McAfee’s usual channels of distribution), and sublicense to End Users pursuant to End User Agreements, copies of the Software bundled with NetTools (as the NetTools Bundle) in object code form only. Subject to the foregoing, McAfee shall determine, in its sole discretion, the manner and method of marketing and distributing the Software, including, but not limited to, marketing expenditures, advertising and promotion, packaging, channels of distribution and suggested license fee of the NetTools Bundle Software. McAfee will bear all costs of producing, marketing, and distributing the NetTools Bundle. McAfee hereby grants to Developer a license to modify, reproduce and distribute the revised Developer End User documentation created by McAfee and delivered to Developer hereunder. McAfee agrees to provide Developer with a copy of the End User documentation as revised by McAfee for inclusion in the NetTools Bundle.
4. WARRANTIES AND DISCLAIMERS
1. Developer’s Warranty. Developer represents and warrants to McAfee that (i) the Software is original with Developer, (ii) the Software does not infringe upon any U.S. patent, U.S. copyright, trade secret or other proprietary rights of others, (iii) Developer is the sole and exclusive owner of the Software and the rights herein granted to McAfee, (iv) Developer has not previously or otherwise granted any other right in the Software to any third party which conflict with the rights herein granted to McAfee and (v) Developer has full power to enter into this Agreement, to carry out its obligations herein contained, and to grant the rights herein granted to McAfee.
2. Limited Warranty. Developer warrants to McAfee only, and not to any End Users, that the Software delivered by Developer will conform to the Specifications during the six (6) month period following the date of delivery ("Warranty Period"). Developer’s obligation under this warranty shall be limited to correcting Major Errors and Errors and in the case of Major Errors, Developer is obligated to integrate such corrections into a Corrected Version within thirty (30) days from the date upon which Developer discovers or is otherwise apprised of such Major Error. Developer shall correct Errors other than Major Errors and incorporate into Developer’s next routine release of the Software. For purposes hereof, "Error" shall mean a defect in programming code which causes such Software not to perform substantially in conformity with the Specification. A "Major Error" shall mean an Error which causes the Software to cease to function, or which causes such computer to corrupt data of the user. To be covered by this limited warranty, such Major Errors and Errors must be reported by McAfee during the Warranty Period. McAfee acknowledges that because of the general nature of computer software, Developer does not guarantee that operation of the Software will be uninterrupted or error free.
3. No Other Warranties. EXCEPT FOR THE WARRANTY IN SECTION 4.2 ("LIMITED WARRANTY"), DEVELOPER EXPRESSLY EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN RELATION TO THE SOFTWARE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
5. MARKETING.
1. Packaging. McAfee shall provide and own all components of the NetTools Bundle other than (i) the intellectual property in the Software, (ii) the trademark "IniTyme" which will not be used by McAfee and (iii) any other materials developed by Developer. Without limiting the generality of the foregoing. McAfee shall own all packaging designs, logos, slogans, advertising material and promotional material, and Developer shall have no rights thereto under any circumstances whatsoever. Developer acknowledges that McAfee will distribute the Software within the NetTools Bundle under a McAfee-owned trademark (such as "IniTools") and that no right, title or license will inure to or is granted to Developer to use such McAfee-owned trademark.
2. Publicity Involving Developer. McAfee will also have the right to use and publish and permit others to use and publish the name, likeness, biographical material, or any reproduction or simulation of the programmer who wrote the Software, on the package in which the NetTools Bundle is distributed and in connection with the marketing of the NetTools Bundle; provided, however, that each such use shall be subject to Developer’s prior written approval, such approval not to be unreasonably withheld.
3. Right to Develop Independently Nothing contained in this Agreement shall be construed as prohibiting McAfee from developing and marketing software which is similar to the Software, provided that such software is developed without infringement of Developer’s copyright, trade secret or other proprietary rights.
6. FINANCIAL TERMS
1. Royalties. McAfee agrees to pay Developer a royalty of seventeen cents (0.17) per node license for which McAfee is compensated. No royalty shall be payable in respect of the distribution of a Corrected Version of the Software to registered End Users thereof without charge by McAfee or its OEMs, VARs, ISVs or distributors. McAfee agrees to pay all royalties within thirty (30) days after the last day of the calendar quarter during which McAfee licensed the Software, which payment shall be accompanied by a written report from McAfee specifying the quantity of the Software distributed.
2. Taxes. McAfee shall, in addition to any other payments due Developer, pay the amount of any Federal, State or local taxes (excluding taxes based on Developer’s net income), levied or based on such payments or on any portion of this Agreement, including without limitation sales and use taxes.
3. Audit Rights. To insure compliance with the terms of this Agreement, Developer shall have the right to have an inspection and audit of all the relevant accounting and sales books and records of McAfee conducted by an independent certified public accountant reasonably acceptable to both parties who fee is paid by Developer. Such audit shall be conducted during regular business hours at McAfee’s offices and in such a manner as not to interfere with McAfee’s normal business activities. In no event shall audits be made more frequently than once each calendar year.
7. CONTINUI NG OBLIGATIONS OF DEVELOPER
1. Preparation of Corrected Versions. After expiration of the Warranty Period, Developer shall prepare and deliver to McAfee, at no charge to McAfee, Corrected Versions of the Software within thirty (30) days from each date upon which Developer discovers or is otherwise apprised of a Major Error in the Software. Developer shall correct Errors other than Major Errors and incorporation same into Developer’s next routine release of the Software. If, despite demand therefor by McAfee, Developer fails timely to deliver a Corrected Version for a Major Error or fails to incorporate corrections of other Errors in such next routine release as required hereunder, McAfee may terminate this Agreement for material breach.
2. Preparation of Software Upgrades, Enhancements and Translations. Developer and McAfee may from time to time discuss their respective plans and interests with respect to the enhancement, upgrade or translation of the Software, and, if Developer agrees to incorporation therein any feature or function requested by McAfee, the fee, if any, payable to Developer therefor and whether McAfee of Developer will own the intellectual property associated with these lines of programming code embodying such feature or function. As soon as available, Developer will deliver to McAfee all enhancements, upgrades and translations of the Software as Developer may create during the term of this Agreement, regardless of whether such enhancements, upgrades and translation consist of or containing a feature or function requested by McAfee. Such enhancements, upgrades and translations shall be covered by the license granted pursuant to Section 3 ("License Grants") hereof.
3. End User Technical Support. McAfee shall provide End User technical support to all End Users and participants in McAfee’s distribution channel and Developer shall have no obligation to support McAfee’s End Users or distribution channel directly.
4. Support. Developer agrees to provide McAfee with hotline telephone support during McAfee’s business hours, to answers McAfee’s technical questions so that McAfee can provide warranty and continuing support to McAfee’s End Users and channels of distribution.
5. Training. At McAfee’s request, Developer shall provide five (5) days of free training to McAfee at times and locations to be mutually agreed upon by the parties. McAfee shall reimburse Developer for reasonable travel expenses in connection with rendering training services at McAfee’s headquarters facility.
8. CONFIDENTIALITY.
1. Scope of Confidential Information. The parties acknowledge that each may acquire of develop information and material that is the other party’s confidential, proprietary information and contains trade secrets ("Confidential Information"). "Confidential Information" includes, but is not limited to, technical and business information relating to Developer’s and McAfee’s products, research and development, production and engineering processes, costs, profit or margin information, employee skills, customers, marketing, and production and future business plans. The parties’ respective obligations with respect to Confidential Information also extend to any third party’s proprietary or confidential information disclosed to such party by the other party in the course of performance of this Agreement.
2. Use of Confidential Information. Each party agrees during the term of this Agreement and thereafter to take all steps reasonably necessary to hold in trust and confidence the other party’s Confidential Information. Each party agrees to hold such Confidential Information in strict confidence, not to disclose it to third parties or to use it in any way, commercially or otherwise, other than as otherwise permitted under this Agreement. Each party agrees not to allow any unauthorized person access to such Confidential Information, either before or after termination of this Agreement, without the prior written consent of the other party. Each party will limit the disclosure of the Confidential Information to employees or independent contractors with a need to know who ( I) have been advised of the confidential nature thereof, and (ii) have acknowledged the express obligation to maintain such confidentiality.
3. Exceptions. Notwithstanding the other provisions of this Agreement, nothing received by one party from the other party will be considered to be Confidential Information if (I) it has been published or is otherwise readily available to the public other than by a breach of this Agreement; (ii) it has been rightfully received by the receiving party from a third party without confidential limitations; (iii) it has been independently developed by the receiving party by personnel having no access to the Confidential Information; (iv) it has been disclosed by the disclosing party to a third party without restriction on disclosure.
9. OWNERSHIP OF PROPRIETARY RIGHTS. The parties agree that Developer represents that Developer is the rightful owner of the Software (including any Corrected Versions, updates, enhancements or translations unless otherwise agreed to herein). McAfee agrees to include Developer’s copyright notice on all copies of the Software distributed by McAfee. McAfee agrees not to bundle the Software with any software products which McAfee distributes except as permitted herein.
10. PROPRIETARY RIGHTS INFRINGEMENT. Developer shall defend at Developer’s expense any claim, suit or proceeding brought against McAfee insofar and to the extent that it is based on a claim that the Software developed by Developer violates the warranty contained in Section 4.1 (Developer’s Warranty") hereof. To qualify for such a defense and payment McAfee must: (I) give developer prompt written notice of any such claim; and (ii) allow Developer to control and fully cooperate with Developer in the defense and all related settlement negotiations. Developer shall pay to McAfee all damages which McAfee is obligated to pay but shall not be responsible for any compromise made without its consent. Upon notice of an alleged infringement, Developer shall attempt to obtain the right to continue licensing the Software, substitute other computer software with similar operating capabilities, or modify the Software so that it is no longer infringing. In the event that none of the above options are reasonably available in Developer’s opinion, McAfee’s sole and exclusive remedy shall be to terminate this Agreement, to return the Software to Developer and to obtain a refund from Developer of the fees and royalties paid to date by McAfee for such Software.
11. TERM AND TERMINATION.
1. Term. This Agreement shall be effective on the Effective Date and shall continue for an initial period which shall run for six (6) months after McAfee’s first shipment of the NetTools Bundle. Subsequently, the Agreement will automatically renew for successive six (6) month terms unless terminated by either party by written notice of termination, at least thirty (30) days prior to the expiration of any six (6) month term.
2. Termination for Cause. Either party may terminate this Agreement for any material breach of this Agreement by the other party upon thirty (30) days’ written notice. Such written notice shall identify with particularity the alleged breach (es) of such party and request cure thereof, and if such party shall cure the breach within such thirty (30) days, the notice shall be void.
3. Survival. The obligations set forth in Section 6 ("Financial Terms") (with respect to any royalties which accrued prior to such termination or which shall accrue to Developer after the effective date of such termination), 4("Warranties and Disclaimer"), 8("Confidentiality"), 9 ("Ownership of Proprietary Rights"), 22 ("Term and Termination"), 12 ("Consequential Damages Waiver"), 13 ("Limitations on Liability"), and 14 ("General") shall survive any termination of this Agreement for any reason whatsoever.
12. CONSEQUENTIAL DAMAGES WAIVER. NEITHER MCAGEE NOR DEVELOPER WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF OR KNOW OF THE POSSIBILITY OF SUCH POTENTIAL DAMAGES.
13. LIMITATION OF LIABILITY. McAfee acknowledges and agrees that the license fees charged by Developer for the Software reflects the allocation of risk provided by the limited remedies and limitations of liability set forth in this Agreement, and that such allocation of risk is a fundamental benefit of the bargain for each party. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY’S LIABILITY TO THE OTHER, REGARDLESS OF THE FORM OF CLAIM OR ACTION, EXCEED A SUM EQUAL TO THE AMOUNTS PAID TO DEVELOPER DURING THE MOST RECENT FULL CALENDAR QUARTER.
14. GENERAL.
1. Governing Law. This agreement shall be construed in accordance with the laws of the State of California as they are applied to agreements between California residents entered into and to be performed entirely within California.
2. Assignability. This Agreement is not assignable or transferable, in while or in part, by either party to any third party, whether voluntary, by operation of law, or otherwise without the other party’s written consent, except in the case of a merger, acquisition or sale of substantially all the assets of such assigning party.
3. Notices. Any notice required for or permitted by this Agreement shall be in writing and shall be delivered by certified or registered mail, return receipt requested, upon verification of receipt. All notices must be sent to the addresses first described above or to such other address that the receiving party may have provided for the purpose of notice in accordance with this Section.
4. No Agency. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.
5. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of riots, insurrection, fires, flood, storm, explosions, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause which is beyond the reasonable control of such party.
6. Export. McAfee acknowledges that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical data of United States origin, including the Software in any medium. McAfee agrees that it will not export or re-export the Software in any form without he appropriate United States and/or foreign government licenses.
7. Waiver. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
8. Severability. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES, IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH.
9. Headings. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or described the scope or extent of such section, or in any way affect this Agreement.
10. Entire Agreement. The provisions of this Agreement constitute the entire agreement between the parties and supersede all prior agreements, understandings or representations, oral or written, relating to the subject matter hereof. This Agreement may not be modified except in writing signed by a duly authorized representative of each party.

IN WITNESS WHEREOF, The authorized representatives of the parties have executed this Agreement on the date signed below.

"Developer" "McAfee"

COMPUTERTYME SOFTWARE LAB MCAFEE ASSOCIATES, INC.

By: Marc Perkel By: David Wilbanks

Name: Marc Perkel Name: David Wilbanks

Title: President Title: Project Manager

Date: 10/17/94 Date: 10/17/94