SOFTWARE MAINTENANCE & SUPPORT AGREEMENT

SOFTWARE MAINTENCE & SUPPORT AGREEMENT between FHG LLC d/b/a FHG Media Enterprises("We" or "FHG") and the customer who signs our Service Order ("You".)

1. HOW THIS AGREEMENTS WORKS

You will be asked to sign a Service Order that lists the services you have chosen and the related fees. The Service Order will incorporate the Master License Agreement, this Maintenance & Support Agreement and an Acceptable Use Policy. When we use the term "Agreement" in any of these documents, we are referring collectively to all of the above listed documents. The Agreement is effective as of the time that you sign the Service Order we prepare.

2. DEFINITIONS

"Documentation"means the manuals, user guides, and other written or video materials provided by FHG to you to assist in the use of the TRAKIT PRO.

"Fix(es)" means a Workaround and/or additional or replacement lines of Software code provided by FHG to remedy a defect in the Materials that caused it to not operate substantially in accordance with its written specifications.

"Materials" means the Software (as defined in the Master License Agreement) provided under a separate grant to You.

"Maintenance" means Services relating to any Updates that may become available by FHG during the Term of the Agreement.

"Problem" means Software that does not operate substantially in accordance with its written specifications.

"Product" means the proprietary computer software program identified above. "Product" is the following, including the original and all whole or partial copies: 1) machine-readable instructions and data, 2) components, 3) audio-visual content (such as images, text, recordings, or pictures), 4) related software materials, and 5) software use documents or keys, and documentation.

"Response Time" means the elapsed time from when FHG receives a request for assistance until the commencement of assistance.

"Services" or "Maintenance & Technical Support Services" means the maintenance and support to be provided pursuant to the terms set forth herein in repairing or replacing Product that does not operate in accordance with its written specifications.

"Special Services" means any Services provided that are not part of the Maintenance & Technical Support Services in Section 3.

"Technical Support" means access to telephone based support personnel for the purpose of providing second line assistance to you with the standard business use of the Product as well as any Fixes.

"Customer Support" means access to telephone based support personnel for the purpose of providing software user assistance, including and limited to instructions on how to use the Software

"Workaround" means a temporary solution to a Problem.

3. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date of the Service Order Form and shall end at the expiration date of the Service Order Form.

4. SOFTWARE MAINTENANCE & TECHNICAL SUPPORT

FHG provides the following software maintenance and technical support and reserves the right to change or modify the Services at any time and from time to time upon 30 days written notice.

3.1 SOFTWARE MAINTENANCE

Delivery of Updates. Provided you have elected maintenance service and paid the applicable fees, whenever FHG makes Updates generally available to its users who have purchased Services, FHG will grant you a copy of the new release containing the Updates. Your use of all such Updates is subject to this Agreement and the terms of the applicable software agreement previously entered into by You for the Materials.

3.2 TECHNICAL SUPPORT

Access to Telephone Technical Support. We shall provide Technical support during its normal business hours of 8:00 a.m. to 5:00 p.m., Pacific Standard Time, Monday through Friday (except on federal and Licensee identified holidays). We will make a member of its technical support staff available by telephone to users of the TRAKIT PRO. Telephone Technical Support includes assistance relating to any Fixes and Workarounds as well as minor modifications to existing, standard features.

FHG's Technical Support Response Time to requests for technical support shall be as follows:

A. Level 1 User Related Problems = 24 hours;

2. Level 2 Feature Not Working = 12 hours

3. Level 3 Server Down = 2 hours

You agree that FHG and its affiliates may collect and use technical information gathered as part of the Technical Support Services provided to You, if any, related to the Product. FHG may use this information to ensure proper authorization of all copies of the Software as well as to improve FHG's products or provide customized services or technologies to You. FHG will not disclose this information in a form that personally identifies You to any third parties.

3.3 CUSTOMER SUPPORT

Access To Telephone Customer Support. We shall provide Customer support during its normal business hours of 8:00 a.m. to 5:00 p.m., Pacific Standard Time, Monday through Friday (except on federal and Licensee indentified holidays). We will make a member of its customer support staff available by telephone to users of the TRAKIT PRO to assist users in the proper use of the Software.

4. SPECIAL SERVICES

Any Special Services performed are billed on an hourly basis of $85/hour (or the then current published rate), with a 1-hour minimum. If applicable, You are also responsible for any reasonable travel and living expenses associated with on-site Special Services. The hourly rate is measured from the time assistance is provided or arrival on-site whichever the case may be. Each additional hour or fraction thereof will be charged in thirty minute increments.

6. MAINTENANCE & TECHNICAL SUPPORT SERVICE EXCLUSIONS

Unless otherwise agreed to in writing by FHG, the Maintenance, Technical and Customer Support Services do not cover or include the following:

A. Modification of the Software, including modification of the Software features, processes or search features and modifications or revisions to the user interface;

B. Keying, importing, converting or manipulation of data;

C. Creation of any new non-standard, customer-defined search results, or new features.

Upon written request, We may perform any of the foregoing services on a billable Special Service basis or as part of a separate professional services agreement.

8. SOFTWARE UPDATES, FIXES AND WORKAROUNDS

You agree that all Updates, Fixes or Workarounds furnished by We shall be deemed to be part of such Materials subject to the terms and conditions of the end user License Agreement.