AppThena Licence Agreement

                            Glass Paw AppThena
                  Software Licence and Support Agreement
                               Licence 1.0

1.  Introduction
----------------
1.1 This Software Licence and Support Agreement (the Agreement) contains
    the terms and conditions under which Glass Paw Limited (the Supplier)
    grants You a licence to use AppThena (the Software) and the support
    service (Support).

1.2 Capitalised terms, such as "You" and the "Software", are defined at
    the end of this agreement.

1.3 You agree that by downloading, copying, installing or executing the
    Software or by obtaining Support that You are a party to this Agreement
    and You agree to be bound by its terms and conditions. If You do not
    accept this Agreement then You may terminate it by following the steps
    in the Termination section.

1.4 This Agreement must be read in conjunction with Your Software Schedule
    or Support Schedule which lists the commercial terms that apply to You.

2.  Software Licence
--------------------
2.1 The Supplier, who is the entire legal and beneficial owner and
    licensor of the Software, grants You a non-exclusive, non-transferable
    licence to copy, use and modify the Software in accordance with Your
    Software Schedule.

2.2 You may copy and install the Software as often as You wish as long as
    the number of copies being executed by Servers is within the limits set
    by the Software Schedule.

    This means that backups, virtual machines that aren't running and cold
    backup servers do not count towards the number of Servers in the
    Software Schedule.

2.3 You may not distribute the Software or any parts of it to any third
    parties except as described in clause 2.13. If You represent an
    organisation then You may copy the Software within Your own
    organisation.

2.4 You may execute the Software on as many Clusters as are specified in
    the Software Schedule under "Max Clusters".

2.5 The number of Servers which are allowed to execute the Software in each
    Cluster is specified under "Max Servers per Cluster" in Your Software
    Schedule. Each Server must be running identical copies of the Software
    and serving the same Applications in order to count as part of the
    Cluster.

    If You serve the same Application from more than one copy of the
    Software on a single computer then each additional copy counts as a
    separate Server. For example, virtual machines count as separate
    Servers as do additional application server installations.

2.6 The maximum number of Applications that You may host on each Server is
    specified in the Software Schedule under "Max Applications". You may
    execute a separate copy of the Software for each Application on the
    Server if You wish. You may also serve many Applications from a single
    copy of the Software.

2.7 Your Servers may only serve requests to the domain names listed in the
    Software Schedule under "Domain Names".

2.8 The maximum number of domain names that Your Servers may respond to is
    specified in the Software Schedule under "Max Domains".

2.9 You may use the Software for the period specified in the
    Software Schedule under "Validity Period".

2.10 The number of Users that Your Servers may support simultaneously in
    each application is specified in the Software Schedule under "Max Users
    per Application". If the Application is a web application then this is
    the maximum number of simultaneous sessions that are allowed. For other
    types of Application, this is the maximum number of concurrent Users.

    If a single person connects to the same Application more than once then
    each connection counts as a User. For example, a person using a web
    application counts as one User for each concurrent session that they
    create.

2.11 You may use the Software for the purposes listed in the Software
    Schedule under "Usage". The terms that may be included in the
    "Usage" are:

    Evaluation - You may use the Software in order to see if it is suitable
        for Your needs. You may not use the Software to provide
        Applications to Users unless their use is limited and actively and
        immediately related to Your evaluation.

    Personal - If You are a single, private individual then You may use the
        Software for Your own, non-commercial benefit. You may not allow
        anyone else to use any Applications served by the Software. This
        usage does not apply to organisations of any kind or to commercial
        entities.

    Development - You may use the Software for the purpose of modifying it,
        adapting it or creating Applications for You or for others. You may
        not use the Software to provide Applications to Users unless their
        use is limited and actively and immediately related to Your
        development.

    Testing - You may use the Software for the purpose of testing it and any
        Applications that depend on it. You may not use the Software to
        provide Applications to Users unless their use is limited and
        actively and immediately related to Your testing.

    Production - You may use the Software to provide Applications to Users
        for any purpose.

2.12 You may modify and adapt the Software using the documented interfaces.

    You may modify and adapt any source code included in the Software for
    use with the Software.

2.13 You may distribute any modifications and adaptations that You have
    made to the Software to third parties as long as they have obtained
    a licence to use the Software from the Supplier or their only use of
    these modifications and adaptations is to distribute them to other
    third parties.

    You may charge third parties for Your modifications and adaptations but
    You may not charge them for the Software itself, which may only be
    obtained under license from the Supplier.

2.14 You may not reverse engineer, decompile, disassemble, modify or adapt
    any compiled code included in the Software except to the extent
    expressly permitted by any applicable local laws which may over-rule
    this restriction.

2.15 You may upgrade (or downgrade) Your copy of the Software to any other
    release of the Software provided by the Supplier which has the same
    Major Version.

    If You wish to upgrade Your Software to a different Major Version then
    You must obtain a new Software Schedule from the Supplier.

2.16 You may transfer Your licence to use the Software to another party as
    long as they agree to the terms of this Agreement, You stop using the
    Software and You notify the Supplier of the transfer in writing.

2.17 In relation to assignment and sub-licensing:
    a) You have no right to sub-license or to assign the benefit or burden
    of this licence in whole or in part, or to allow the Software to become
    the subject of any charge, lien or encumbrance without the prior
    written consent of the Supplier.

    b) the Supplier may sub-license, assign, charge or otherwise transfer
    any of its rights or obligations under this licence, provided it gives
    written notice to the Customer of any sub-licence, assignment, charge
    or other transfer.

3.  Support Service
-------------------
3.1 You must purchase a Support Schedule before You may use the support
    service (Support). Your use of the service is restricted by the terms
    in Your Support Schedule.

3.2 You may use Support for the period specified in Your Support Schedule
    under "Validity Period".

3.3 You may use Support with respect to any valid Software Schedules that
    You possess and that are listed in Your Support Schedule under
    "Licences Supported".

3.4 You may contact the Supplier's support staff for the following reasons:
    a) help and advice about installing or operating the Software

    b) help and advice about particular problems with modifying or extending
    the Software

    c) help and advice concerning faults in the Software either real or
    perceived whether the faults are attributable to the Supplier's design
    of the Software or Your use of the Software

3.5 Your Support Schedule specifies whether or not You may use the hot fix
    service under "Hot Fixes". If You are entitled to use this service then
    the Supplier may provide You with software patches to address issues
    that You have raised if such a patch is appropriate.

    If You do not have access to the hot fix service then all changes to the
    Software introduced as a result of Your use of Support will be included
    the normal Software release schedule.

    You may not distribute any patches provided by this service to third
    parties.

3.6 Your Support Schedule specifies whether or not You may use the code
    review service under "Code Reviews".

    If You have access to this service then You may also contact the
    Supplier's support staff for a review of software that You have
    written in order to modify or extend the Software.

    The scope of this review is limited to Your use of documented
    interfaces and supported persistence mechanisms. The review will
    include comments on best practices, performance and correctness.

3.7 Your Support Schedule specifies the times when You may contact the
    Supplier's support staff by telephone under "Support Hours".

3.8 You may send email to the Supplier's support staff at any time but
    Your email will only be acted on during the times specified in Your
    Support Schedule under "Support Hours".

3.9 The Supplier may provide Support by other communication methods in
    the future.

    Real time communication methods such as online chat will be available
    to You under the same terms and conditions that apply to telephone
    access.

    Other asynchronous communication methods will operate under the same
    terms and conditions that apply to email access.

3.10 Your Support Schedule may limit the number of incidents that You may
    raise with Support under "Max Incidents". This is not a limit on the
    number of times that You may converse with the Supplier's support
    staff, only a limit on the number of incidents You may raise.

    If the limit is specified "per month" and You have already raised that
    number of incidents in a single calendar month then You may not raise
    any new incidents until the beginning of the next calendar month.

    If the limit is an absolute number then You may not raise any new
    incidents after You've reached the limit unless You purchase a new
    Support Schedule.

    You may contact the Supplier's support staff regarding existing
    incidents whether You have reached this limit or not.

3.11 Your Support Schedule may limit the total amount of time that the
    Supplier's support staff will spend on Your incidents under
    "Usage Cap". This limit applies to the amount of time that the
    Supplier's support staff will expend on Your incidents including time
    spent communicating with You.

    If the usage cap is specified "per month" and the Supplier's support
    staff have already expended the specified amount of effort on Your
    behalf then they will not undertake any further work on Your incidents
    until the start of the next calendar month.

    If the usage cap is an absolute amount and the Supplier's support staff
    have already expended the specified amount of effort on Your behalf
    then they will not undertake any further work on Your incidents unless
    You obtain a new Support Schedule.

    You will be notified the next time that You contact the Supplier's
    support staff if You have exceeded Your usage cap. You will have the
    opportunity to acquire additional support.

3.12 The Supplier may refuse to provide some or all support services for
    the remainder of the Support period if You verbally abuse or harass
    the Supplier's staff whilst using Support. The Supplier will not be
    required to refund any fees in this case.

4.  Warranty
------------
4.1 The Supplier warrants that the Software will materially conform to the
    documentation provided with it for a period of 90 days (the Warranty
    Period) from when You first obtained the Software.

4.2 If, within the Warranty Period, You notify the Supplier in writing of
    any defect or fault in the Software which means that it does not
    conform materially to the documentation then the Supplier shall at
    the Supplier's option do one of the following:

    a) repair the Software or correct the documentation if it is in error

    b) replace the Software

    c) terminate this Agreement immediately by notifying You in writing and
    refunding any fee that You paid for your Software Schedule

4.3 You accept that You are responsible for the selection of the Software
    to achieve its intended results.

4.4 The Supplier does not warrant that the use of the Software will be
    uninterrupted or error-free.

4.5 The Supplier is not responsible for any modifications or extensions to
    the Software created by You or by any third party.

4.6 The Supplier does not warrant that all Support incidents can be
    resolved to Your satisfaction or within any specified period of time.

4.7 All other conditions, warranties or other terms which might have effect
    between the parties or be implied or incorporated into this Agreement
    or any collateral contract, whether by statute, common law or
    otherwise, are hereby excluded, including, without limitation, the
    implied conditions, warranties or other terms as to satisfactory
    quality, fitness for purpose or the use of reasonable skill and care.

5.  Limits of Supplier's Liability
----------------------------------
5.1 Except as stated in clause 5.3, the Supplier accepts no liability for
    any losses or damages suffered by You (or any person claiming under
    or through You), whether the same are suffered directly or indirectly
    or are immediate or consequential and which fall within the following
    categories:

    a) damage to tangible property

    b) special damage even though the Supplier was aware of the
    circumstances in which such special damage could arise

    c) loss of profits, anticipated savings, business opportunity or
    goodwill

    d) loss of data

5.2 You acknowledge that no representations were made prior to entering
    into this agreement. You agree that, in entering into this agreement,
    You did not rely on any representations (whether written or oral) of
    any kind or of any person other that those expressly set out in this
    agreement. This clause does not affect the liability of the Supplier
    for any fraudulent misrepresentation.

5.3 The total liability of the Supplier, whether in contract, tort or
    otherwise and whether in connection with this Agreement or any
    collateral contract, will be limited to the amount paid for the
    Software as specified in the Software Schedule.

5.4 Nothing in this agreement shall limit the Supplier's liability for
    death or personal injury caused by the negligence of the Supplier,
    its officers, employees, contractors or agents, or for fraud, breach
    of the obligations implied by section 12 Sale of Goods Act 1979 or
    section 2 Supply of Goods and Services Act 1982, or any other liability
    which may not be excluded by law.

6.  Intellectual Property Rights
--------------------------------
6.1 All Intellectual Property Rights in the Software belong and shall
    belong to the Supplier or its suppliers. You have no rights in or
    to the Software other than the right to use it in accordance with
    the terms of this Agreement.

6.2 The Supplier undertakes at its own expense to defend You or, at its
    option, settle any claim or action brought against You alleging that
    the possession, use or maintenance of the Software (or any part
    thereof) in accordance with the terms of this Agreement infringes the
    UK Intellectual Property Rights of a third party (Infringement Claim)
    and shall be responsible for any reasonable losses, damages, costs
    (including legal fees) and expenses incurred by or awarded against
    the You as a result of or in connection with any such Infringement
    Claim.

    This clause is conditional upon You notifying the Supplier forthwith
    upon becoming aware of any Infringement Claim and on the Supplier
    having conduct and control of any defence to the Infringement Claim.

7.  Termination
---------------
7.1 Either party may terminate this Agreement at any time on written notice
    to the other if the other:

    a) is in material or persistent breach of any of the terms of this
    Agreement and either that breach is incapable of remedy, or the other
    party fails to remedy that breach within 30 days after receiving
    written notice requiring it to remedy that breach; or

    b) is unable to pay its debts (within the meaning of section 123 of the
    Insolvency Act 1986), or becomes insolvent, or is subject to an order
    or a resolution for its liquidation, administration, winding-up or
    dissolution (otherwise than for the purposes of a solvent amalgamation
    or reconstruction), or has an administrative or other receiver,
    manager, trustee, liquidator, administrator or similar officer
    appointed over all or any substantial part of its assets, or enters
    into or proposes any composition or arrangement with its creditors
    generally, or is subject to any analogous event or proceeding in any
    applicable jurisdiction.

7.2 The Customer may terminate this Agreement by written notice to the
    Supplier at any time. Upon such termination the Customer will not
    be entitled to any refund of any license fees or Support fees paid
    to the Supplier and the provisions of clause 7.4 will apply.

7.3 Termination by either party in accordance with the rights contained
    in clause 7 shall be without prejudice to any other rights or
    remedies of that party accrued prior to termination.

7.4 On termination for any reason:
    a) all rights granted to You under this Agreement shall cease;

    b) You shall cease all activities authorised by this Agreement;

    c) You shall immediately pay to the Supplier any sums due to the
    Supplier under this Agreement;

    d) You shall immediately destroy all copies of the Software in Your
    possession, custody or control and certify to the Supplier that You
    have done so; and

    e) You shall not make further use of Support.

8.  Force Majeure
-----------------
    No party shall be liable to the other for any delay or non-performance
    of its obligations under this Agreement arising from any cause beyond
    its reasonable control.

9.  Waiver
----------
    No forbearance or delay by either party in enforcing its rights shall
    prejudice or restrict the rights of that party, and no waiver of any
    such rights or of any breach of any contractual terms shall be deemed
    to be a waiver of any other right or of any later breach.

10. Severability
----------------
    If any provision of this Agreement is judged to be illegal or
    unenforceable, the continuation in full force and effect of the
    remainder of the provisions shall not be prejudiced.

11. Third Party Rights
----------------------
    No term of this Agreement is intended to confer a benefit on, or to
    be enforceable by, any person who is not a party to this Agreement.

12. Notices
-----------
12.1 Any notices concerning this Agreement shall be sent in writing
    a) to the Supplier by post at the Supplier's trading postal address and

    b) to You at the fax, e-mail or postal address You provided when You
    obtained Your Software Schedule or Support Schedule.

12.2 Notices sent by post shall be deemed to have arrived 3 working days
    after posting.

12.3 Notices sent by fax shall be deemed to have arrived on the first
    working day after transmission.

12.4 Notices sent by e-mail shall be deemed to have arrived on the first
    working day after transmission.

13. Entire Agreement
--------------------
    This Agreement, the Schedule and any documents referred to herein
    contain the whole agreement between the parties relating to the
    subject matter hereof and supersede all prior agreements, arrangements
    and understandings between the parties relating to that subject matter.

14. Governing Law
-----------------
    This Agreement shall be governed by and construed in accordance with
    English law and each party hereby submits to the non-exclusive
    jurisdiction of the English courts.

15. Definitions
---------------
    Agreement - This document.

    Application - A set of services which are considered to form a single
    software entity by the Users. For example, a web application usually
    consists of a collection of forms and pages with a consistent look and
    feel that are hosted on the same domain or sub-domain. An Application
    makes use of some or all of the Software.

    Cluster - A collection of Servers which execute identical copies of
    the Software and serve the same Applications to the Users.

    Intellectual Property Rights - All patents, copyrights, design rights,
    trade marks, service marks, trade secrets, know-how, database rights
    and other rights in the nature of intellectual property rights (whether
    registered or unregistered) and all applications for the same, anywhere
    in the world.

    Major Version - The first part of the Software's version number. For
    example, the major version of release 2.3.1 is "2".

    Software Schedule - A list of commercial terms that apply to the
    particular software licence that You obtained.

    Server - A computer or virtual computer serving Applications to Users.

    Software - The executables, code (whether compiled or not),
    documentation and patches associated with AppThena.

    Supplier - Glass Paw Limited registered in England and Wales, company
    number 5890585, and/or its agents, successors and assigns

    Support Schedule - A list of commercial terms that apply to the
    particular support plan that You obtained.

    User - Any person or software that makes use of an Application that
    uses some or all of the Software.

    Warranty Period - The period of time during which the warranty applies.

    You - You, your agents, successors and assigns.