S-1/A

As filed with the Securities and Exchange Commission on August 29, 2006

Registration No. 333-136499

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pre-Effective Amendment No. 1

to

Form S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Double-Take Software, Inc.

(Exact name of registrant as specified in its charter)

Delaware	7372	20-0230046
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

257 Turnpike Road, Suite 210

Southborough, Massachusetts 01772

877-335-5674

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Dean Goodermote

President and Chief Executive Officer

Double-Take Software, Inc.

257 Turnpike Road, Suite 210

Southborough, Massachusetts 01772

877-335-5674

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Michael J. Silver
Thene M. Martin
Charles E. Sieving
Hogan & Hartson L.L.P.
111 South Calvert Street
Baltimore, Maryland 21202
(410) 659-2700 Selim Day
Wilson Sonsini Goodrich & Rosati
Professional Corporation
1301 Avenue of the Americas, 40th Floor
New York, New York 10019
(212) 999-5800

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Pre-Effective Amendment No. 1 is being filed solely for the purpose of amending “Part II — Information Not Required In Prospectus.”

PART II

Information Not Required in Prospectus

Item 13.   Other Expenses of Issuance and Distribution

The following table sets forth the various fees and expenses, other than the underwriting discounts and commissions, payable by Double-Take Software, Inc. (the “Registrant”) in connection with the sale of the common stock being registered hereby. All amounts shown are estimates except for the SEC registration fee, the NASD filing fee and the NASDAQ Global Market listing fee.

	Amount
SEC registration fee	$	9,229
NASD filing fee		9,125
NASDAQ Global Market listing fee		*
Blue sky qualification fees and expenses		*
Accounting fees and expenses		*
Legal fees and expenses		*
Printing and engraving expenses		*
Transfer agent and registrar fees		*
Miscellaneous expenses		*
Total	$	*

*  To be provided by amendment.

Item 14.   Indemnification of Directors and Officers

Delaware General Corporation Law.  Section 145(a) of the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

Section 145(b) of the Delaware General Corporation Law states that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation

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unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

Section 145(c) of the Delaware General Corporation Law provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 145(d) of the Delaware General Corporation Law states that any indemnification under subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145. Such determination shall be made with respect to a person who is a director or officer at the time of such determination (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

Section 145(f) of the Delaware General Corporation Law states that the indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Section 145(g) of the Delaware General Corporation Law provides that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of Section 145.

Section 145(j) of the Delaware General Corporation Law states that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Certificate of Incorporation.  The Registrant’s amended and restated certificate of incorporation filed as Exhibit 3.1 hereto provides that, to the fullest extent permitted by the Delaware General Corporation Law, the Registrant’s directors will not be personally liable to the Registrant or its stockholders for monetary damages resulting from a breach of their fiduciary duties as directors. However, nothing contained in such provision will eliminate or limit the liability of directors (1) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (3) under section 174 of the Delaware General Corporation Law or (4) for any transaction from which the director derived an improper personal benefit.

Bylaws.  The Registrant’s amended and restated bylaws provide for the indemnification of the officers and directors of the Registrant to the fullest extent permitted by the Delaware General Corporation Law. The bylaws provide that each person who was or is made a party to, or is threatened to be made a party to, any civil or criminal action, suit or proceeding by reason of the fact that such person is or was a director or officer of the Registrant shall be indemnified and held harmless by the Registrant to the fullest extent authorized by the Delaware General Corporation Law against all expense, liability and

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loss, including, without limitation, attorneys’ fees, incurred by such person in connection therewith, if such person acted in good faith and in a manner such person reasonably believed to be or not opposed to the best interests of the Registrant and had no reason to believe that such person’s conduct was illegal.

Insurance.  The Registrant maintains directors and officers liability insurance, which covers directors and officers of the Registrant against certain claims or liabilities arising out of the performance of their duties.

Underwriting Agreement.  The Registrant’s underwriting agreement with the underwriters will provide for the indemnification of the directors and officers of the Registrant and certain controlling persons against specified liabilities, including liabilities under the Securities Act.

Item 15.   Recent Sales of Unregistered Securities

The information presented below describes sales and issuances of securities by the Registrant since January 1, 2003. The number of shares and consideration per share shown does not give effect to the reverse split expected to be implemented by the Registrant immediately before completion of the offering. The information presented below regarding the aggregate consideration received by the Registrant is provided before deduction of offering and other related expenses. Unless otherwise indicated below, the consideration for all such sales and issuances, other than issuances of stock options, was cash.

(1) In October 2003, the Registrant issued 1,066,667 shares of the Registrant’s Series B Convertible Preferred Stock, at a purchase price of $1.50 per share, or $1,600,000 in the aggregate, to four institutional investors.

(2) In June 2004, the Registrant issued 8% Subordinated Convertible Promissory Notes to accredited investors in an aggregate amount of $2,000,000 (the “Promissory Notes”).

(3) In October 2004, the Registrant issued 5,102,041 shares of the Registrant’s Series C Convertible Preferred Stock, at a purchase price of $0.98 per share, or $5,000,000 in the aggregate, to four accredited investors. In connection with that issuance, the Registrant also issued to the same four accredited investors an aggregate of 2,615,357 share of the Registrant’s Series C Convertible Preferred Stock upon the conversion of the principal amount and all accrued interest under the Promissory Notes.

(4) In August 2005, the Registrant issued 54,696 shares of the Registrant’s Series C Convertible Preferred Stock to six of the Registrant’s executive officers pursuant to the Registrant’s annual bonus plan for executive officers.

(5) In February 2006, the Registrant issued 67,998 shares of the Registrant’s Series C Convertible Preferred Stock to five of the Registrant’s executive officers pursuant to the Registrant’s annual bonus plan for executive officers.

(6) In 2004, the Registrant issued 10,779 shares of the Registrant’s Common Stock upon the exercise of employee benefit options to one of the Registrant’s employees at an exercise price of $0.19 per share, for aggregate consideration of $2,048. In 2005, the Registrant issued an aggregate of 7,285 shares of the Registrant’s Common Stock upon the exercise of employee benefit options to two of the Registrant’s employees at an exercise price of $0.19 per share, for aggregate consideration of $1,384. In 2006, the Registrant issued an aggregate of 21,006 shares of the Registrant’s Common Stock upon the exercise of employee benefit options to two of the Registrant’s employees at an exercise price of $0.19 per share, for aggregate consideration of $3,991.

(7) Since January 1, 2003, the Registrant has issued to directors, officers and employees options to purchase approximately 12,420,310 shares of the Registrant’s Common Stock under the Registrant’s 2003 Stock Incentive Plan and the Registrant’s Non-Executive Director Stock Option Plan at exercise prices from $0.19 to $0.40 per share.

* * * *

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The issuances of securities in the transactions described in paragraphs 1, 2 and 3 above were effected without registration under the Securities Act in reliance on Section 4(2) thereof or Regulation D thereunder. The issuances of securities in the transactions described in paragraphs 4, 5, 6 and 7 above were effected without registration under the Securities Act in reliance on Section 4(2) thereof or Rule 701 thereunder as transactions pursuant to compensatory benefit plans and contracts relating to compensation. None of the foregoing transactions was effected using any form of general advertising or general solicitation as such terms are used in Regulation D under the Securities Act. The recipients of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates or other instruments issued in such transactions. All such recipients either received adequate information about the Registrant or had access, through employment or other relationships, to such information.

Item 16.   Exhibits and Financial Statement Schedules

(a) Exhibits

The following exhibits are filed herewith:

EXHIBIT INDEX

**1	.01	Form of Underwriting Agreement between Double-Take Software, Inc. (the “Company”) and the underwriters.
2	.01+	Share Purchase Agreement dated as of May 23, 2006, by and among the Company, Sunbelt International S.A.R.L. and Mr. Joe Murciano.
**3	.01	Form of Second Amended and Restated Certificate of Incorporation of the Company (to become effective upon completion of the offering).
**3	.02	Amended and Restated Bylaws of the Company (to become effective upon completion of the offering).
**4	.01	Form of certificate representing the Common Stock, par value $.001 per share, of the Company.
**5	.01	Opinion of Hogan & Hartson L.L.P. regarding the validity of the Common Stock.
10	.01	1996 Employees Stock Option Plan.
10	.02	Form of Incentive Stock Award pursuant to the 1996 Employees Stock Option Plan.
10	.03	Non-Executive Director Stock Option Plan.
10	.04	Form of Non-Qualified Incentive Stock Option Award pursuant to the Non-Executive Director Stock Option Plan.
10	.05	2003 Employees Stock Option Plan
10	.06	Form of Incentive Stock Award pursuant to the 2003 Stock Incentive Plan.
**10	.07	Double-Take Software 2006 Omnibus Incentive Plan.
**10	.08	Form of Stock Option Agreements pursuant to the Double-Take Software 2006 Omnibus Incentive Plan.
**10	.09	Form of Double-Take Software Director and Officer Indemnification Agreement.
**10	.10	NSI Executive Compensation Plan 2006.
10	.11	Amended and Restated Registration Rights Agreement dated as of October 6, 2004, among the Company and the Holders Named Therein (the “Registration Rights Agreement”).
10	.12	Amendment and Joinder to the Registration Rights Agreement dated as of          , 2006.
10	.13	Lease Agreement, dated June 12, 2000, between E-L Allison Pointe II, LLP and the Company.
10	.14	First Amendment to the Lease Agreement, dated June 15, 2000, by and between E-L Allison Pointe II, LLP and the Company.
10	.15	Loan and Security Agreement dated as of October 16, 2003, among the Company and Silicon Valley Bank.

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10	.16	Loan Modification Agreement, dated as of April 26, 2004, by and between Silicon Valley Bank and the Company.
10	.17	Third Loan Modification Agreement by and between Silicon Valley Bank and the Company.
10	.18	Fifth Loan Modification Agreement by and between Silicon Valley Bank and the Company.
10	.19	Seventh Loan Modification Agreement by and between Silicon Valley Bank and the Company.
10	.20	Eighth Loan Modification Agreement between Silicon Valley Bank and the Company.
10	.21	Ninth Loan Modification Agreement between Silicon Valley Bank and the Company.
**10	.22	Employment Letter, dated          , 2006, between Double-Take Software, Inc. and Dean Goodermote.
**10	.23	Employment Letter, dated          , 2006, between Double-Take Software, Inc. and S. Craig Huke.
**10	.24	Employment Letter, dated          , 2006, between Double-Take Software, Inc. and Daniel M. Jones.
10	.25+	Products License and Distribution Agreement, dated as of November 16, 2001, by and between the Company and Dell Products L.P. by and on behalf of itself and Dell Computer Corporation.
10	.26	Amendment 3 to Products License and Distribution Agreement, dated as of December 2, 2003, between the Company and Dell Computer Corporation.
10	.27+	Amendment 4 to Products License and Distribution Agreement, effective as of July 25, 2003, between the Company and Dell Computer Corporation.
10	.28+	Amendment 5 to Products License and Distribution Agreement, dated as of December 2, 2003, between the Company and Dell Computer Corporation.
10	.29	Amendment 6 to Products License and Distribution Agreement, effective as of February 26, 2004, between the Company and Dell Computer Corporation.
10	.30	Amendment 7 to Products License and Distribution Agreement, effective as of February 18, 2005, between the Company and Dell Computer Corporation.
10	.31+	Amendment to Products License and Distribution Agreement, effective as of January 31, 2006, between the Company and Dell Computer Corporation.
10	.32+	Restated Xcelerate! Distributor Agreement, dated as of August 28, 2006, between Double-Take Software, Inc. and Sunbelt International.
10	.33+	Xcelerate! Partner Agreement, dated August 2, 2001, between the Company and Sunbelt Software Distribution Inc.
10	.34+	Addendum 1 to Xcelerate Partner Agreement, dated August 2, 2001, between the Company and Sunbelt Software Distribution Inc.
10	.35+	Addendum 3 to Xcelerate Partner Agreement, dated November 27, 2001, between the Company and Sunbelt Software Distribution Inc.
10	.36+	Addendum 4 to Xcelerate Partner Agreement, dated May 31, 2002, between the Company and Sunbelt Software Distribution Inc.
10	.37+	Addendum 4 to Xcelerate Partner Agreement, dated August 27, 2002, between the Company and Sunbelt Software Distribution Inc.
10	.38	Amendment 5 to Xcelerate Partner Agreement, dated February 13, 2004, between the Company and Sunbelt Software Distribution Inc.
10	.39+	Amendment 6 to Xcelerate Partner Agreement, dated February 14, 2004, between the Company and Sunbelt Software Distribution Inc.
10	.40+	Amendment 7 to Xcelerate Partner Agreement, dated March 22, 2005, between the Company and Sunbelt Software Distribution Inc.
10	.41+	Amendment 8 to Xcelerate Partner Agreement, dated April 1, 2005, between the Company and Sunbelt Software Distribution Inc.
10	.42+	Amendment 9 to Xcelerate Partner Agreement, dated February 15, 2006, between the Company and Sunbelt Software Distribution Inc.
**10	.46	Amended and Restated Noncompetition and Severance Agreement, dated          , 2006, between Double-Take Software, Inc. and Robert L. Beeler.

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**10	.47	Amended and Restated Noncompetition and Severance Agreement, dated          , 2006, between Double-Take Software, Inc. and David J. Demlow.
**10	.48	Form of Non-Disclosure and Non-Solicitation Agreement.
*21	.01	Subsidiaries of the Company.
*23	.01	Consent of Eisner LLP.
*23	.02	Consent of Ernst & Young Audit.
**23	.03	Consent of Hogan & Hartson L.L.P.
*24	.01	Power of Attorney (included on signature page).

*  Previously filed.

**  To be filed by amendment.

+  Confidential treatment was requested for certain portions of these agreements. The confidential portions were filed separately with the Securities and Exchange Commission.

(b) Financial Statement Schedules

The financial statement schedules are omitted because they are inapplicable or the requested information is shown in the financial statements of Double-Take Software, Inc. or related notes thereto.

Item 17.   Undertakings

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Pre-Effective Amendment No. 1 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Southborough, Commonwealth of Massachusetts, on August 29, 2006.

DOUBLE-TAKE SOFTWARE, INC.

By:  /s/  Dean Goodermote

Dean Goodermote

President, Chief Executive Officer and

Chairman of the Board of Directors

(Duly Authorized Officer)

Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 1 to Registration Statement on Form S-1 has been signed as of August 29, 2006 by the following persons in the capacities and on the date indicated.

Name		Title
/s/  Dean Goodermote Dean Goodermote		President, Chief Executive Officer, and Chairman of the Board of Directors (Principal Executive Officer)
/s/  S. Craig Huke S. Craig Huke		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
* Ashoke (Bobby) Goswami		Director
* Laura L. Witt		Director
* John W. Young		Director
*	/s/  Dean Goodermote Dean Goodermote Attorney-in-Fact

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EXHIBIT INDEX

**1	.01	Form of Underwriting Agreement between Double-Take Software, Inc. (the “Company”) and the underwriters.
2	.01+	Share Purchase Agreement dated as of May 23, 2006, by and among the Company, Sunbelt International S.A.R.L. and Mr. Joe Murciano.
**3	.01	Form of Second Amended and Restated Certificate of Incorporation of the Company (to become effective upon completion of the offering).
**3	.02	Amended and Restated Bylaws of the Company (to become effective upon completion of the offering).
**4	.01	Form of certificate representing the Common Stock, par value $.001 per share, of the Company.
**5	.01	Opinion of Hogan & Hartson L.L.P. regarding the validity of the Common Stock.
10	.01	1996 Employees Stock Option Plan.
10	.02	Form of Incentive Stock Award pursuant to the 1996 Employees Stock Option Plan.
10	.03	Non-Executive Director Stock Option Plan.
10	.04	Form of Non-Qualified Incentive Stock Option Award pursuant to the Non-Executive Director Stock Option Plan.
10	.05	2003 Employees Stock Option Plan
10	.06	Form of Incentive Stock Award pursuant to the 2003 Stock Incentive Plan.
**10	.07	Double-Take Software 2006 Omnibus Incentive Plan.
**10	.08	Form of Stock Option Agreements pursuant to the Double-Take Software 2006 Omnibus Incentive Plan.
**10	.09	Form of Double-Take Software Director and Officer Indemnification Agreement.
**10	.10	NSI Executive Compensation Plan 2006.
10	.11	Amended and Restated Registration Rights Agreement dated as of October 6, 2004, among the Company and the Holders Named Therein (the “Registration Rights Agreement”).
10	.12	Amendment and Joinder to the Registration Rights Agreement dated as of          , 2006.
10	.13	Lease Agreement, dated June 12, 2000, between E-L Allison Pointe II, LLP and the Company.
10	.14	First Amendment to the Lease Agreement, dated June 15, 2000, by and between E-L Allison Pointe II, LLP and the Company.
10	.15	Loan and Security Agreement dated as of October 16, 2003, among the Company and Silicon Valley Bank.
10	.16	Loan Modification Agreement, dated as of April 26, 2004, by and between Silicon Valley Bank and the Company.
10	.17	Third Loan Modification Agreement, by and between Silicon Valley Bank and the Company.
10	.18	Fifth Loan Modification Agreement, by and between Silicon Valley Bank and the Company.
10	.19	Seventh Loan Modification Agreement, by and between Silicon Valley Bank and the Company.
10	.20	Eighth Loan Modification Agreement, between Silicon Valley Bank and the Company.
10	.21	Ninth Loan Modification Agreement, between Silicon Valley Bank and the Company.
**10	.22	Employment Letter, dated          , 2006, between Double-Take Software, Inc. and Dean Goodermote.
**10	.23	Employment Letter, dated          , 2006, between Double-Take Software, Inc. and S. Craig Huke.
**10	.24	Employment Letter, dated          , 2006, between Double-Take Software, Inc. and Daniel M. Jones.
10	.25+	Products License and Distribution Agreement, dated as of November 16, 2001, by and between the Company and Dell Products L.P. by and on behalf of itself and Dell Computer Corporation.
10	.26	Amendment 3 to Products License and Distribution Agreement, dated as of December 2, 2003, between the Company and Dell Computer Corporation.
10	.27+	Amendment 4 to Products License and Distribution Agreement, effective as of July 25, 2003, between the Company and Dell Computer Corporation.

10	.28+	Amendment 5 to Products License and Distribution Agreement, dated as of December 2, 2003, between the Company and Dell Computer Corporation.
10	.29	Amendment 6 to Products License and Distribution Agreement, effective as of February 26, 2004, between the Company and Dell Computer Corporation.
10	.30	Amendment 7 to Products License and Distribution Agreement, effective as of February 18, 2005, between the Company and Dell Computer Corporation.
10	.31+	Amendment to Products License and Distribution Agreement, effective as of January 31, 2006, between the Company and Dell Computer Corporation.
10	.32+	Restated Xcelerate! Distributor Agreement, dated as of August 28, 2006, between Double-Take Software, Inc. and Sunbelt International.
10	.33+	Xcelerate! Partner Agreement, dated August 2, 2001, between the Company and Sunbelt Software Distribution Inc.
10	.34+	Addendum 1 to Xcelerate Partner Agreement, dated August 2, 2001, between the Company and Sunbelt Software Distribution Inc.
10	.35+	Addendum 3 to Xcelerate Partner Agreement, dated November 27, 2001, between the Company and Sunbelt Software Distribution Inc.
10	.36+	Addendum 4 to Xcelerate Partner Agreement, dated May 31, 2002, between the Company and Sunbelt Software Distribution Inc.
10	.37+	Addendum 4 to Xcelerate Partner Agreement, dated August 27, 2002, between the Company and Sunbelt Software Distribution Inc.
10	.38	Amendment 5 to Xcelerate Partner Agreement, dated February 13, 2004, between the Company and Sunbelt Software Distribution Inc.
10	.39+	Amendment 6 to Xcelerate Partner Agreement, dated February 14, 2004, between the Company and Sunbelt Software Distribution Inc.
10	.40+	Amendment 7 to Xcelerate Partner Agreement, dated March 22, 2005, between the Company and Sunbelt Software Distribution Inc.
10	.41+	Amendment 8 to Xcelerate Partner Agreement, dated April 1, 2005, between the Company and Sunbelt Software Distribution Inc.
10	.42+	Amendment 9 to Xcelerate Partner Agreement, dated February 15, 2006, between the Company and Sunbelt Software Distribution Inc.
**10	.46	Amended and Restated Noncompetition and Severance Agreement, dated          , 2006, between Double-Take Software, Inc. and Robert L. Beeler.
**10	.47	Amended and Restated Noncompetition and Severance Agreement, dated          , 2006, between Double-Take Software, Inc. and David J. Demlow.
**10	.48	Form of Non-Disclosure and Non-Solicitation Agreement.
*21	.01	Subsidiaries of the Company.
*23	.01	Consent of Eisner LLP.
*23	.02	Consent of Ernst & Young Audit.
**23	.03	Consent of Hogan & Hartson L.L.P.
*24	.01	Power of Attorney (included on signature page).

*  Previously filed.

**  To be filed by amendment.

+  Confidential treatment was requested for certain portions of these agreements. The confidential portions were filed separately with the Securities and Exchange Commission.

EX-2.01

Exhibit 2.01

SHARES PURCHASE AGREEMENT

dated as of May 23, 2006

among

NSI SOFTWARE, INC.

and the

SHAREHOLDERS OF SUNBELT SYSTEM SOFTWARE S.A.S.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

SHARES PURCHASE AGREEMENT

THIS SHARES PURCHASE AGREEMENT, dated as of May 23, 2006 (this “Agreement”), is entered into by and among NSI SOFTWARE, INC., a Delaware corporation with its principal place of business located at 257 Turnpike Road, Southboro, MA 01772, USA (“NSI”), and (i) SUNBELT INTERNATIONAL S.A.R.L., a limited liability company existing under the laws of the Republic of France, and (ii) Mr. Jo MURCIANO, residing at 7, Allée Jean Houdon, 92500 Rueil-Malmaison, France (collectively, the “Sunbelt Shareholders”) as the holders of all of the shares of SUNBELT SYSTEM SOFTWARE S.A.S., a société par actions simplifiée existing under the laws of the Republic of France, with a share capital of €37,000, having its corporate headquarters located at 116-118 avenue Paul Doumer 92500 Rueil-Malmaison, identified under number 389 300 690 RCS Nanterre (“Sunbelt”).

RECITALS

A. The Board of Directors of NSI and the Sunbelt Shareholders deem it advisable and in the best interests of each company and their respective stockholders that NSI acquire Sunbelt in order to advance the long-term business interests of NSI and Sunbelt;

B. The acquisition of Sunbelt by NSI shall be effected by the terms of this Agreement through a sale by the Sunbelt Shareholders of all the five hundred (500) shares of Sunbelt (the “Sunbelt Shares”) to NSI, in exchange for cash and cash payments to be earned over time based on Sunbelt’s performance from and after the consummation of the transaction described herein (such transaction, the “Sale”) pursuant to the terms of that certain Xcelerate Distributor Agreement dated as of July 30, 2001, by and between NSI and Sunbelt, as amended to date and as further modified hereby (the “Distribution Agreement”) and attached as Exhibit A;

C. As a condition and inducement to NSI’s willingness to enter into this Agreement, the closing of the Sale shall occur simultaneously with the execution of this Agreement and, accordingly the Sunbelt Shareholders have obtained all authorizations, consents and approvals required by French law to close the Sale.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below, the parties agree as follows:

ARTICLE I

THE SALE OF THE SHARES

Section 1.1 Purchase and Sale of Sunbelt Shares. Subject to the provisions of this Agreement:

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     (a) On the terms and subject to the conditions set forth in this Agreement, the Sunbelt Shareholders hereby sell to NSI, and NSI hereby purchases, all of the Sunbelt Shares free and clear of all encumbrances of any kind.; and

     (b) As consideration for the Sale and subject to the terms and conditions set forth in this Agreement, NSI shall deliver to the Sunbelt Shareholders the consideration set forth in Article II of this Agreement on the dates provided for therein.

Section 1.2 The Closing. The Sale of the Sunbelt Shares (the “Closing”) is completed and becomes effective as of the date first written above. “Closing Date” means the date the Agreement is executed.

ARTICLE II

SALE CONSIDERATION

Section 2.1 Sale Consideration. On the Closing Date and contemporaneously with the execution of this Agreement, the Sunbelt Shareholders are delivering to NSI all of the Sunbelt Shares. The purchase price payable in respect of the Sunbelt Shares shall equal the sum of the Initial Purchase Price and the Earn-Out Payments, each as defined herein (such aggregate amount, the “Purchase Price”). The “Initial Purchase Price” shall be equal to €707,850 (seven hundred seven thousands eight hundred fifty euro) to be paid subject to Section 2.1(b) below, in whole or in part amount, by NSI to the Sunbelt Shareholders, pro rata in accordance with their respective ownership of the Sunbelt Shares on the Closing Date, as Mr. Jo Murciano shall direct, at such time or from time to time and to the extent that Sunbelt shall have a Positive Cash Balance (as defined below) at the time of payment. In addition, in accordance with and subject to the terms, provisions, and conditions of this Section 2.1, NSI will make monthly payments to the Sunbelt Shareholders (“Earn-Out Payments”) with respect to payments made to NSI under the Distribution Agreement during the two years beginning January 1, 2006 and ending December 31, 2007 (the “Earn-Out Period”), provided that, with respect to each Earn-Out Payment, (1) Sunbelt achieves Net Operating Income equal to or greater than zero for the respective Monthly Measuring Period (as defined below) in which the applicable Earn-Out Payment was earned, and (2) Sunbelt shall have a Positive Cash Balance as of the last day of the Monthly Measuring Period in which the applicable Earn-Out Payment was earned. The parties agree that the Earn-out Payments payable with respect to the three-months ended March 31, 2006 shall be equal to $656,826.25. Accordingly, on the Closing Date, NSI will (i) pay to the Sunbelt Shareholders, by wire transfer of immediate available funds to such accounts as Sunbelt Shareholders have designated in writing to NSI, pro rata in accordance with their respective ownership of the Sunbelt Shares on the Closing Date, the sum corresponding to 80% of the Earn-Out Payments accrued on March 31, 2006, in an aggregate of $525,461.00; and (ii) deposit on the Escrow Account the amount of $131,365.25, equivalent to 20% of the Earn-Out Payments accrued on March 31, 2006.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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     Capitalized terms used in this Section 2.1 and not otherwise defined herein shall have the meanings ascribed to such terms in the Distribution Agreement.

     (a) Subject to paragraph (b) below, NSI will pay Earn-Out Payments to the Sunbelt Shareholders, pro rata in accordance with their respective ownership of Sunbelt Shares on the Closing Date, in an amount equal to *% of the Aggregate Dollar Value of the amounts paid by Sunbelt to NSI in respect of purchases made under the Distribution Agreement during each month commencing on January 1, 2006 and ending December 31, 2007 (each a “Monthly Measuring Period”). For purposes of explanation and not of limitation, amounts paid by Sunbelt to NSI will be credited in the Monthly Measuring Period that NSI actually receives payment, regardless of the Monthly Measuring Period in which the purchase was booked by NSI. “Aggregate Dollar Value” means the total dollar value (U.S.) of Licensed Software, Annual Maintenance Contracts, Pass Thru Training and Packaged Services ordered by Sunbelt, taking into account all applicable discounts and rebates applicable thereto under the Distribution Agreement; provided, however, that with respect to any amounts included in the Aggregate Dollar Value from the Annual Maintenance Contracts, only *% of such amounts shall be included in the total, and provided further, that with respect to Annual Maintenance Contracts having a term of two years, Sunbelt will receive credit for only one additional year’s payment for contracts entered into from and after June 30, 2007, and with respect to Annual Maintenance Contracts having a term of three years, Sunbelt will receive credit for only one additional year’s payment for contracts entered into from and after December 31, 2006, and in any event, two- and three-year Annual Maintenance Contracts may not exceed 20% of sales of Annual Maintenance Contracts included in the calculation of any Earn-Out Payment. Notwithstanding the foregoing, if prior to the end of the Earn-Out Period the aggregate amount of Earn-Out Payments paid to the Sunbelt Shareholders equals U.S. $10 Million (less any amounts set off in accordance with Section 2.1(h))(the “Target Amount”), the percentage of the Aggregate Dollar Value used to calculate the amount of any remaining Earn-Out Payments shall be reduced from *% to *%.

     (b) NSI shall deposit in escrow an amount equal to 20% of the Initial Purchase Price and of each Earn-Out Payment otherwise due and payable to the Sunbelt Shareholders under paragraph (a) (the “Escrow Amount”) above pursuant to the provisions of an escrow agreement (the “Escrow Agreement”) in the form attached hereto as Exhibit B. The Escrow Amount shall be held in escrow and available to indemnify NSI for Damages payable pursuant to Article VIII hereof and as otherwise described therein.

     (c) If no Earn-Out Payment is made for any Monthly Measuring Period (a “Shortfall Month”) solely as a result of the failure of Sunbelt to achieve Net Operating Income equal to or greater than zero for the applicable period and/or to have a Positive Cash Balance at the end of

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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such period, the Earn-Out Payment that would have otherwise been payable for such Shortfall Month in the absence of such failure(s)(a “Missed Payment”) shall be paid as an Earn-Out Payment for the first succeeding Monthly Measuring Period thereafter in which the following conditions are satisfied: (i) if the Missed Payment was due to failure to achieve positive Net Operating Income in the Shortfall Month, then the Net Operating Income for the Shortfall Month, which added to the Net Operating Income for the succeeding Monthly Measuring Period(s) on a cumulative basis, must be equal to or greater than zero; and/or (ii) if the Missed Payment was due to the failure to have a Positive Cash Balance at the end of the Shortfall Month, Sunbelt must have a Positive Cash Balance as of the last day of such succeeding Monthly Measuring Period.

     (d) Mr. Jo Murciano, as representative of the Sunbelt Shareholders (the “Representative”), will provide NSI with monthly financial statements of Sunbelt within ten business days of the end of each month during the Earn-Out Period (consisting of an income statement, statement of cash flows and a balance sheet as of the end of such month), together with a certification of the Representative attesting as to whether Sunbelt has met the conditions entitling the Sunbelt Shareholders to receive an Earn-Out Payment for such month as set forth in this Section 2.1 and confirming that such monthly financial statements have been prepared in accordance with French GAAP, consistent with past practices (subject to the absence of footnotes and customary year-end adjustments)(such monthly financial statements and associated certification, a “Monthly Report”). NSI will review the Monthly Reports and notify the Representative of any disputes with respect to the reported information. All undisputed portions of the Earn-Out Payments will become due and payable within seven business days after the receipt of the Monthly Report. NSI will include along with any Earn-Out Payment a statement showing how that Earn-Out Payment was calculated. In the event of a dispute over the payment of, or amount of, an Earn-Out Payment, the parties shall meet and use their good faith efforts to resolve such dispute, however, if such dispute is not resolved within 30 days of written notice thereof detailing the basis for such dispute, NSI and the Representative will select a mutually acceptable accounting firm to resolve such dispute. If NSI and the Representative are unable to agree on the choice of an accounting firm, they will select by lot a nationally-recognized accounting firm in France (after excluding NSI’s and Sunbelt’s respective regular outside accounting firms). NSI and the Representative shall cause such accounting firm, within 20 days after its selection, to resolve such disagreement, which resolution will be conclusive and binding upon the parties. If the parties submit any disputes to an accounting firm for resolution as provided in this Section 2.1(d), the fees and expenses of the accounting firm shall be borne one-half by NSI and one-half by the Sunbelt Shareholders, provided that (i) if the Earn-Out Payment calculated by NSI is less than the accounting firm’s determination by an amount equal to or greater than $50,000, such fees and expenses shall be borne entirely by NSI and (ii) if the Earn-Out Payment calculated by Representative is greater than the accounting firm’s determination by an amount equal to or greater than $50,000, such fees and expenses shall be borne entirely by the Sunbelt Shareholders.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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     (e) Prior to the expiration of the Earn-Out Period, if the aggregate Earn-Out Payments paid to the Sunbelt Shareholders are less than the Target Amount, NSI shall have the right, but not the obligation, to pay to the Sunbelt Shareholders, on one occasion, an amount equal to the difference between the Target Amount and the aggregate Earn-Out Payments that have been paid to the Sunbelt Shareholders, which payment would then be the final amount paid to the Sunbelt Shareholders with respect to amounts owing under this Section 2.1. Notwithstanding the foregoing, NSI may not exercise this right between the thirteen-month anniversary of the Closing Date and the end of the Earn-Out Period if, as of the date on which NSI wishes to so exercise, the ratio expressed as the difference between the Target Amount and the aggregate Earn-Out Payments previously paid to the Sunbelt Shareholders, divided by the Target Amount, is less than 50% of the number of months remaining in the Earn-Out Period divided by 24. By way of illustration, if the Sunbelt Shareholders have received $8 million in aggregate Earn-Out Payments and 14 months have elapsed since the Closing Date, with ten months remaining in the Earn-Out Period, NSI would not be able to exercise the early purchase right, because 0.2 is less than 50% of 0.41667.

     (f) In the event that prior to the expiration of the Earn-Out Period, there shall occur (i) the acquisition of NSI by another entity, person or group by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation whether of NSI with or into any other corporation or corporations or of any other corporation or corporations with or into NSI but excluding any merger effected exclusively for the purpose of changing the domicile of NSI or any change in ownership resulting from the issuance of capital stock in a public offering of securities where no one entity, person or group shall acquire control of NSI), or (ii) a sale of all or substantially all of the assets of NSI, excluding in each case a transaction as a result of which the holders of capital stock of NSI immediately prior to such transaction (by reason of such holdings) own 50% or more of the voting power of the corporation surviving such transaction (or other corporation which is the issuer of the capital stock into which the capital stock of NSI is converted or exchanged in such transaction) (any such event, a “Change of Control”), then, as a condition to the consummation of the Change of Control Transaction, the Sunbelt Shareholders shall be paid an amount equal to the lesser of (x) the difference between the Target Amount and the aggregate Earn-Out Payments that have been paid to the Sunbelt Shareholders, and (y) U.S. $2,500,000, such amount to be set off on a pro rata basis against any Earn-Out Payments earned and payable in the month in which the Change of Control is consummated and in each of the succeeding five months (or such lesser period if the Earn-Out Period shall expire prior to the end of such period).

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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     (g) In the event that prior to the expiration of the Earn-Out Period, Mr. Jo Murciano shall be terminated as President of Sunbelt without Cause (as defined below), at the option of the Representative, the Sunbelt Shareholders shall be paid an amount equal to the average Earn-Out Payment made or payable with respect to the Monthly Measuring Periods preceding Mr. Murciano’s termination (calculated by dividing the aggregate payments made or payable divided by number of Monthly Measuring Periods for which payments have been made or become payable), multiplied by the number of months remaining in the Earn-Out Period (the “Termination Payment”). For purposes of this Section 2.1(g), “Cause” shall mean Mr. Murciano shall commit a criminal act (other than a traffic offense or a délit not involving fraud, dishonesty), fail to spend his working time on Sunbelt duties and responsibilities consistent with past practice or fail or refuse to perform any material obligation reasonably required by NSI in connection with his job responsibilities, and such failure or refusal shall continue during the ten (10) day period following the receipt by Mr. Murciano of written notice from NSI of such failure or refusal, commit any act of gross negligence in the performance of his duties hereunder and fail to take appropriate corrective action during the ten (10) day period following the receipt by Mr. Murciano of written notice from NSI of such gross negligence, or commit any act of willful misconduct materially injurious to Sunbelt or NSI. In the event that Jo Murciano resigns as President of Sunbelt prior to the expiration of the Earn-Out Period as a result of any of the following actions by NSI or Sunbelt, then such resignation shall be deemed to be a termination by NSI or Sunbelt without Cause for purposes of this paragraph: (a) if NSI or Sunbelt changes Jo Murciano’s title or materially changes his duties or responsibilities (it being understood and agreed that the addition of personnel by NSI to assist in the management of Sunbelt shall not be deemed to be a material change to Jo Murciano’s duties or responsibilities for purposes of this paragraph), (b) if Jo Murciano’s office or the headquarters of Sunbelt are moved outside of Ille de France, or (c) if there is any decrease in Jo Murciano’s base salary or variation in the method by which his bonus compensation is calculated. The Representative shall deliver notice (the “Election Notice”) to NSI within ten business days of his last day as President of Sunbelt (or, if later, within ten business days of his receipt of notice of termination as President) of the election to receive the Termination Payment, and NSI shall deliver the Termination Payment to the Sunbelt Shareholders within five business days of receipt of the notice, whereupon all obligations of NSI to make further Earn-Out Payments to the Sunbelt Shareholders shall cease. If Mr. Murciano is terminated for Cause or if no Election Notice shall be delivered within the time prescribed above, there shall be no acceleration of any payments otherwise required to be paid hereunder, but this Agreement shall continue in full force and effect, and Earn-Out Payments shall continue to be payable in accordance with this Agreement.

     (h) At any time until the termination of the Earn-Out Period, if NSI believes it is entitled to indemnification for Damages pursuant to Article VIII hereof and such Damages are disputed by the Representative, NSI may, at NSI’s sole discretion, set-off any payment of any

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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Earn-Out Payment by an amount up to the amount of the Damages by placing the amount of such set-off in the escrow account to be established pursuant to the terms of the Escrow Agreement to the extent the then current balance in the Escrow Account is not sufficient to pay in full such Damages. NSI covenants and agrees to withdraw funds from the Escrow Account (as defined in the Escrow Agreement) only in accordance with the terms and conditions of the Escrow Agreement. Notwithstanding anything to the contrary herein, Earn-Out Payments (including payments made pursuant to paragraphs (e), (f) and (g) above) may be reduced by any undisputed amounts owed by the Sunbelt Shareholders to NSI under Article VIII hereof.

     (i) During the Earn-Out Period, the parties agree that there will be no change to Sunbelt’s accounting policies that would affect in any material way the calculation of the Earn-Out Payments or the payment of the Initial Purchase Price without the mutual agreement of NSI and the Sunbelt Shareholders unless such change is required to be made in accordance with French GAAP. Notwithstanding the foregoing, the parties acknowledge and agree that NSI may direct Sunbelt to take such actions from and after Closing to maximize Sunbelt’s tax efficiencies as may be appropriate or to comply with SEC or listing exchange requirements in connection with a public offering, provided that if any such actions would adversely affect in any material way the calculation of the Earn-Out Payment or the payment of the Initial Purchase Price, then such actions will be disregarded when calculating the Earn-Out Payments and determining whether the Sunbelt Shareholders are entitled to Earn-Out Payments and Initial Purchase Price payments.

     (j) As used in this Section 2.1, each of the following terms shall have the meaning set forth below:

     “Expenses” shall mean the sum of all expenses of Sunbelt allocable to Revenue for any period.

     “French GAAP” means generally accepted accounting principles as in effect in France from time to time.

     “Net Operating Income” or “NOI” for any period shall mean the operating income (loss) (résultat d’exploitation) of Sunbelt calculated in accordance with French GAAP.

     “Positive Cash Balance” shall mean, as of any determination date, that Sunbelt has a cash balance greater than zero on such determination date and there occurred no cash shortfalls during the relevant period requiring borrowings or capital contributions (other than Shortfall Loans (as defined in Section 2.1(k)) or trade credit), provided that (i) all financial debts (dettes financières), including any shareholder cash contribution or advance (compte courant d’associé),

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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made after Closing; and (ii) any Expenses that Sunbelt has not paid prior that date that would otherwise have been paid if Sunbelt had paid its Expenses from available cash in the Ordinary Course of Business prior to the determination date, shall be subtracted from the cash balance for purposes of making this determination (except that Shortfall Loans will not be so subtracted). For purposes of this paragraph, “financial debts” shall not include the shareholder loan to be made by NSI after closing in an amount not to exceed 726,000 Euro (the “Loan”) or any portion of that Loan that remains unpaid as of any date of determination; provided, however, that any future shareholder loans shall be included in the term “financial debts.”

     “Revenue” shall mean the total revenue for Sunbelt in any period relating to Sunbelt’s business, net of any bad debt expense.

     (k) In addition to the covenants set forth in Section 5.5 hereof, for purposes of determining whether the Sunbelt Shareholders shall be entitled to an Earn-Out Payment for any Monthly Measuring Period:

     (i) Net Operating Income will be calculated on a basis consistent with past practice except and to the extent of any changes required by French GAAP, and the following shall be excluded from the calculation of Net Operating Income: (A) any management fee or other fee, charge, or expense paid or payable by Sunbelt to, or otherwise allocated to Sunbelt by, NSI or any Affiliate of NSI (except for any such fees, charges or expenses paid in the Ordinary Course of Business by Sunbelt prior to December 31, 2005)(“Special Charges and Expenses”), (B) any operating expenses that are attributable to an increase in operating expenses in excess of the ordinary and customary increases historically made by Sunbelt prior to the Closing Date in response to increased sales or sales forecasts, unless such increase is directed by the Representative (“Extraordinary Operating Expenses”)(it being understood and agreed that as soon as practicable following the Closing, Sunbelt shall hire a bilingual (French and English) person satisfactory to NSI, in its sole discretion, with expertise in US and French accounting practices and such person’s compensation shall not be deemed to be an Extraordinary Operating Expense), and (C) any depreciation or amortization expense associated with capital assets acquired by Sunbelt subsequent to the Closing Date other than acquisitions in the Ordinary Course of Business and other than acquisitions directed by the Representative (“Extraordinary Capital Purchases”). For purposes of clarification, any incremental accounting and finance costs and expenses that result from NSI’s accounting review or audit of Sunbelt’s historical financial statements and records, shall be deemed to be “Extraordinary Operating Expenses.” Notwithstanding the foregoing, if the Representative shall voluntarily resign as President of Sunbelt prior to the expiration of the Earn-Out Period, any Extraordinary Operating Expenses or

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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Extraordinary Capital Purchases authorized or made in good faith at the direction of the succeeding President or Chairman and directly relating to the business of Sunbelt (other than IPO-related Expenses) shall be deemed to be directed by the Representative.

     (ii) Sunbelt will be deemed to have a Positive Cash Balance as of any determination date if the failure to have a Positive Cash Balance is attributable solely to any Special Charges and Expenses, Extraordinary Operating Expenses, Extraordinary Capital Purchases, and/or any post-Closing dividends or other shareholder distributions by Sunbelt in excess of an amount equal to 102.5% of the Initial Purchase Price paid to the Sunbelt Shareholders prior to the determination date .

     (iii) If Sunbelt shall not have a Positive Cash Balance as of any determination date and such failure is the sole reason that no Earn-Out Payment shall be made for the applicable Monthly Measuring Period, the Representative shall have the right, but not the obligation, to direct the Escrow Agent to pay to Sunbelt from the Escrow Account the amount of any such shortfall plus such amount, if any, as the Representative shall deem necessary or advisable to fund Sunbelt’s operations (a “Shortfall Loan”). Such amount shall be treated as a loan to Sunbelt from the Escrow Account and may be repaid to the Escrow Account at the direction of the Representative to the extent that Sunbelt has sufficient cash on hand at the time of repayment such that immediately after making such payment, Sunbelt shall have a Positive Cash Balance. Any Shortfall Loans outstanding at the expiration of the Earn-Out Period shall be treated as claims against the Escrow Account in accordance with the Escrow Agreement and shall be characterized as capital contributions by NSI. Notwithstanding the foregoing, the aggregate amount of Shortfall Loans that may be outstanding at any time may not exceed $532,000.

     (iv) In calculating the amount of the Earn-Out Payment, if any, payable for the Monthly Measuring Period ended December 31, 2007, amounts paid to the Sunbelt Shareholders in respect of Licensed Software in Sunbelt’s inventory and not sold as of such date shall be deducted from such Earn-Out Payment, and any shortfall resulting therefrom shall be paid to NSI from the Escrow Account.

Section 2.2 Allocation of Sale Consideration. The Sunbelt Shareholders have delivered to NSI a schedule of the final allocation of the Sale consideration among them (the “Sale Consideration Allocations Schedule”, attached hereto as Schedule 3.2.(a)), which sets forth for each Sunbelt Shareholder the percentage of the Initial Purchase Price and each Earn-Out Payment such Sunbelt Shareholder is entitled to receive in the Sale as determined in accordance with Section 2.1 and this Section 2.2. NSI and the Sunbelt Shareholders covenant and agree to file all Tax Returns or other tax forms consistent with such allocation and further covenant and agree not to take any position before any governmental authority or in any judicial proceeding

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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that is in any way inconsistent with such allocation, unless otherwise required by law.

Section 2.3 Share Transfer at Closing.

     At the Closing, the Sunbelt Shareholders have delivered to NSI (i) duly executed share transfer forms (“ordres de mouvements”) and in proper form for the transfer of the Sunbelt Shares to NSI, a copy of which is attached as Schedule 2.3(i), (ii) the share transfer registry and the individual shareholders accounts of Sunbelt in which the transfer of the Sunbelt Shares to NSI have been duly registered, a copy of which is attached as Schedule 2.3(ii), and (iii) a duly filled and executed versions of CERFA form N°10408^x05 on sale of shares, a copy of which is attached as Schedule 2.3(iii).

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SUNBELT

As of the Closing Date (except where the representation or warranty is expressly made as of another date, in which case such representation or warranty is made only as of such other date), the Sunbelt Shareholders represent and warrant to NSI that the statements contained in this Article III are true and correct, except as expressly set forth in the disclosure schedule delivered by the Sunbelt Shareholders to NSI (the “Sunbelt Disclosure Schedule” attached hereto as Schedule 3), which exceptions are numbered to specifically identify the Section hereof to which such exception relates (provided that any exception or other item disclosed in the Sunbelt Disclosure Schedule shall also be deemed to be disclosed for purposes of all other Sections hereof to which the exception or item may on its face be relevant). All schedules referred to in this Article III that are numbered with reference to a section of this Article III shall be deemed to be a part of the Disclosure Schedule. For purposes of this Article III, the term Sunbelt shall mean, except as otherwise noted, Sunbelt and Sunbelt System Software UK Limited (“Sunbelt UK”).

Section 3.1 Organization of Sunbelt. On March 17, 2006, Sunbelt, which was initially created as a SARL (société à responsabilité limitée) was duly and validly transformed into a SAS (société par actions simplifiée) in compliance with all applicable rules. Sunbelt is a limited liability corporation (société par actions simplifiée) duly organized, validly existing and in good standing under the laws of the Republic of France, has all requisite company power to own, lease and operate its property and to carry on its business as now being conducted, and is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or ownership or leasing of properties makes such qualification or licensing necessary and where the failure to be so qualified or licensed could reasonably be expected to result in a Material Adverse Effect on Sunbelt. Sunbelt UK is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction in which it

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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was formed, has all requisite company power to own, lease and operate its property and to carry on its business as now being conducted and is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or ownership or leasing of properties makes such qualification or licensing necessary and where the failure to be so qualified or licensed could reasonably be expected to result in a Material Adverse Effect on Sunbelt. As used in this Agreement, “Material Adverse Effect” shall mean any change, effect or circumstance that (i) is reasonably likely to be materially adverse to the business, assets (including intangible assets), liabilities, condition (financial or otherwise) or results of operations of Sunbelt or (ii) would reasonably be expected to materially impair the ability of NSI to operate the business of Sunbelt immediately after the Closing. Schedule 3.1 sets forth a true and complete listing of the locations of all sales offices, manufacturing facilities, any other offices or facilities of Sunbelt and a true and complete list of all states in which Sunbelt maintains any employees and a true and complete list of all states in which Sunbelt is duly qualified or licensed to transact business as a foreign corporation.

Section 3.2 Sunbelt Capital Structure.

     (a) The authorized capital of Sunbelt consist of five hundred (500) shares, and there are no other authorized equity interests of Sunbelt. As of the date of this Agreement, there are (i) five hundred (500) Sunbelt Shares issued and outstanding, all of which are validly issued, fully paid and none of which are subject to repurchase rights, (ii) no warrants to purchase any Sunbelt Shares; (iii) no issued and outstanding Sunbelt stock options; (iv) no Sunbelt Shares reserved for future issuance pursuant to any warrants or other rights to purchase Sunbelt Shares; and (v) no issued and outstanding warrants or other rights to purchase Sunbelt Shares. The issued and outstanding Sunbelt Shares are held of record by the shareholders of Sunbelt as set forth and identified in Schedule 3.2(a) which accurately sets forth for each such shareholder of record such shareholder ‘s address (including such shareholder ‘s country and state of residence). All outstanding Sunbelt Shares were issued in compliance with French law. Except as set forth in Schedule 3.2(b), there are no obligations, contingent or otherwise, of Sunbelt to repurchase, redeem or otherwise acquire any Sunbelt Shares or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity.

     (b) Except as set forth in Section 3.2(a), there are no equity securities of any class or series of Sunbelt, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding. Except as set forth in Section 3.2(a), there are no options, warrants, equity securities, calls, rights, commitments, understandings or agreements of any character to which Sunbelt is a party or by which it is bound obligating Sunbelt to issue, deliver or sell, or cause to be issued, delivered or sold, additional equity interests of Sunbelt or obligating Sunbelt to grant, extend, accelerate the vesting of or enter into any such option,

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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warrant, equity security, call, right, commitment or agreement. Except as set forth in the Sunbelt Disclosure Schedule, Sunbelt is not in active discussion, formal or informal, with any Person regarding the issuance of any form of additional Sunbelt equity that has not been issued or committed to prior to the date of this Agreement. Except as provided in this Agreement or any transaction contemplated hereby or thereby, there are no voting trusts, proxies or other agreements or understandings with respect to the voting of the shares of Sunbelt.

“Person” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or Governmental Entity.

     (c) Except as set forth in Schedule 3.2(c), Sunbelt has never declared, set aside nor paid any dividends to its shareholders and has never authorized the payment of any advance dividends to its shareholders.

Section 3.3 Authority; No Conflict; Required Filings and Consents.

     (a) The Sunbelt Shareholders have all requisite company power and authority to enter into this Agreement and all Transaction Documents to which they are or will become a party and to consummate the transactions contemplated by this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary company action on the part of the Sunbelt Shareholders. This Agreement has been and such Transaction Documents have been duly executed and delivered by the Sunbelt Shareholders. This Agreement and each of the Transaction Documents to which the Sunbelt Shareholders are a party constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, the valid and binding obligation of the Sunbelt Shareholder, enforceable against them in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally. For purposes of this Agreement, “Transaction Documents” means all documents or agreements required to be delivered by any party under this Agreement including, but not limited to, this Agreement and the Escrow Agreement.

     (b) The execution and delivery by the Sunbelt Shareholders of this Agreement and the Transaction Documents to which they are or will become a party does not and the performance by the Sunbelt Shareholders of their obligations under this Agreement and the consummation of the transactions contemplated by this Agreement and the Transaction Documents to which they are or will become a party will not, (i) conflict with, or result in any violation or breach of any provision of the bylaws of Sunbelt and Sunbelt International SARL in

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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effect prior to the Closing, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation (each a “Contract” and, collectively, the “Contracts”) to which Sunbelt is a party or by which it or any of its properties or assets (whether tangible or intangible) is subject, or (iii) conflict or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sunbelt or any of its properties or assets (any such event described in (i), (ii), or (iii), a “Conflict”). Sunbelt has obtained prior to the Closing, all necessary consents, waivers and approvals of parties to any Contract as are required thereunder in connection with the Sale, or for any such Contract to remain in full force and effect without limitation, modification or alteration after the Closing Date, which are set forth on Schedule 3.3(b). Following the Closing Date, NSI will be permitted to exercise all of its rights under the Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Sunbelt would otherwise be required to pay pursuant to the terms of such Contracts had the transactions contemplated by this Agreement not occurred.

     (c) None of the execution and delivery by the Sunbelt Shareholders of this Agreement or of any other Transaction Document to which they are or will become a party or the consummation of the transactions contemplated by this Agreement or such Transaction Document requires any consent, approval, order or authorization of, or registration, declaration or filing with, court, administrative agency or commission or other governmental authority or instrumentality (“Governmental Entity”) or any third party (so as not to trigger a Conflict), except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable laws, and (ii) such other consents, authorizations, filings, approvals and registrations which are listed in Schedule 3.3(c).

Section 3.4 Financial Statements; Absence of Undisclosed Liabilities; Working Capital.

     (a) Sunbelt has delivered to NSI copies of Sunbelt’s audited balance sheet as of December 31, 2005, and the related audited statements of operations for December 31, 2005 (the “Audited Financial Statements”). Schedule 3.4 lists those material historical accounting practices of Sunbelt that are not in accordance with French GAAP and describes how such Sunbelt historical accounting practices materially deviate from French GAAP and the effect of such material deviation on the Audited Financial Statements. For avoidance of doubt, it is expressly specified that the Audited Financial Statements shall include the above-mentioned documents for each of Sunbelt and Sunbelt UK.

     (b) The Audited Financial Statements are accurate and complete, in accordance with

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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the books and records of Sunbelt, and fairly present the financial position of Sunbelt as of December 31, 2005 and the results of operations and cash flows of Sunbelt for the periods covered thereby. The Audited Financial Statements have been prepared in accordance with historical accounting practices of Sunbelt applied on a basis consistent with prior periods.

     (c) Sunbelt has no material debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected or reserved against in the Audited Financial Statements, except for those that may have been incurred after the date of the Audited Financial Statements. All debts, liabilities, and obligations incurred after the date of the Audited Financial Statements were incurred in the Ordinary Course of Business.

     (d) Sunbelt maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls which provide assurance that: (i) transactions are executed with management’s authorization (ii) access to the assets of Sunbelt is permitted only in accordance with management’s authorization; (iii) the reporting of the assets of Sunbelt is compared with existing assets at regular intervals; and (iv) accounts, notes and other receivables are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.

     (e) Sunbelt’s Working Capital Balance as of December 31, 2005 was not less than €2,326,000. “Working Capital Balance” means the excess of the current assets of Sunbelt and its Subsidiaries over the current liabilities of Sunbelt and its Subsidiaries, all as determined in accordance with French GAAP (to the extent not inconsistent with this Agreement).

Section 3.5 Inventory. All inventory of Sunbelt, whether or not reflected in the Audited Financial Statements, consists of a quality and quantity usable and salable in the Ordinary Course of Business, except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value in the Audited Financial Statements or on the accounting records of Sunbelt as of the Closing Date, as the case may be. All inventories not written off have been priced at the lower of cost or market on a last in, first out basis. The quantities of each item of inventory (whether raw materials, work-in-process, or finished goods) are not excessive, but are reasonable in the present circumstances of Sunbelt.

     “Ordinary Course of Business” means an action taken by a Person only if: (A) such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person; and (B) such action is similar in nature and magnitude to actions customarily taken, without any authorization by the board of directors (or by any Person or group of Persons exercising similar authority), in the ordinary course of the normal day-to-day operations of other Persons that are in substantially similar lines of business as such Person.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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Section 3.6 Tax Matters.

     (a) For purposes of this Section 3.6 and other provisions of this Agreement relating to Taxes, the following definitions shall apply:

          (i) The term “Taxes” shall mean all taxes, however denominated, including any interest, penalties or other additions to tax that may become payable in respect thereof, (A) imposed by any national, federal, territorial, provincial, state, local or foreign government or any agency or political subdivision of any such government, which taxes shall include, without limiting the generality of the foregoing, all income or profits taxes (including but not limited to corporate income taxes and franchise taxes), payroll and employee withholding taxes, unemployment insurance, social security taxes, V.A.T. (value added taxes) and other sales or use taxes, ad valorem taxes, excise taxes, franchise taxes, gross receipts taxes, business license taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, ozone depleting chemicals taxes, transfer taxes, workers’ compensation, and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which are required to be paid, withheld or collected, (B) any liability for the payment of amounts referred to in (A) as a result of being a member of any affiliated, consolidated, combined or unitary group, or (C) any liability for amounts referred to in (A) or (B) as a result of any obligations to indemnify another person.

          (ii) The term “Returns” shall mean all reports, estimates, declarations of estimated tax, information statements and returns relating to, or required to be filed in connection with, any Taxes, including information returns or reports with respect to backup withholding and other payments to third parties.

          (iii) Except with respect to subsections (b) and (i) hereof, references in this Section 3.6 to “Sunbelt” refer as well to each subsidiary of Sunbelt.

     (b) Sunbelt is, and has been since its formation, an entity treated as a limited liability company for all tax purposes under the laws of the Republic of France; for French tax purposes, Sunbelt is not a “look through” entity.

     (c) All Returns required to be filed prior to the date hereof by or on behalf of Sunbelt have been duly filed on a timely basis, and such Returns are true, complete and correct. All Taxes shown to be payable on such Returns or on subsequent assessments with respect thereto, and all Taxes (whether or not reportable on Returns) and estimated Taxes required to be paid prior to the date hereof by or on behalf of Sunbelt have been paid in full on a timely basis, and no

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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other Taxes are payable by Sunbelt with respect to items or periods covered by such Returns (whether or not shown on or reportable on such Returns). Sunbelt has withheld and paid over all Taxes required to have been withheld and paid over prior to the date hereof, and complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor, or other third party. There are no liens on any of the assets of Sunbelt with respect to Taxes, other than liens for Taxes not yet due and payable. Sunbelt has not at any time been (i) a member of an affiliated group of entities filing consolidated, combined or unitary income or franchise tax returns, or (ii) a member of any partnership or joint venture for a period for which the statute of limitations for any Tax potentially applicable as a result of such membership has not expired.

     (d) The amount of Sunbelt’s liability for unpaid Taxes (whether actual or contingent) for all periods through the date of the Audited Financial Statements does not, in the aggregate, exceed the amount of the current liability accruals for Taxes reflected on the Audited Financial Statements, and the Audited Financial Statements reflects proper accrual in accordance with the historical accounting practices of Sunbelt applied on a basis consistent with prior periods of all liabilities for Taxes payable after the date of the Audited Financial Statements attributable to transactions and events occurring prior to such date. No liability for Taxes has been incurred since January 1^st, 2006 other than in the Ordinary Course of Business.

     (e) NSI has been furnished by Sunbelt with true and complete copies of (i) relevant portions of income tax audit reports, statements of deficiencies, closing or other agreements pertaining to Sunbelt relating to Taxes, and (ii) all Tax Returns for the taxable years ended 2002, 2003, 2004 and 2005. Sunbelt does not do business in any jurisdiction other than jurisdictions for which Returns have been duly filed.

     (f) The Returns of or including Sunbelt have never been audited by a government or taxing authority, nor is any such audit in process, pending or threatened (either formally or informally). No deficiencies exist or have been asserted, and Sunbelt has not received notice that it has not filed a Return or that is has not paid Taxes required to be filed or paid. Sunbelt is not a party to any action or proceeding for assessment or collection of Taxes, nor has such an action or proceeding been asserted or threatened against Sunbelt or any of its assets. No waiver or extension of any statute of limitations is in effect with respect to Taxes or Returns of Sunbelt. Sunbelt has not received any notice of Tax reassessment nor has it otherwise been informed (in writing or orally) by any administrative authority of its intention to carry out any reassessment whatsoever.

     (g) Sunbelt has never been a party to any Tax sharing, indemnification or allocation agreement.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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     (h) Sunbelt has not entered into any agreement or transaction which might be reassessed, rejected or re-qualified on the grounds that Sunbelt has attempted to evade, circumvent or reduce its Tax obligations or that of another Person.

     (i) With the exception of Sunbelt UK, Sunbelt is and has always been exclusively registered in France for the purpose of Taxes; in respect of activities of Sunbelt outside France, Sunbelt does not have any establishment falling within article 209-1 of the French General Tax Code (Code Général des Impôts) in any country outside France, nor any center of economic interest referred to in the treaties on durable taxation entered into by France.

     (j) The sale by Sunbelt Shareholders of the Sunbelt Shares will not lead to imposition of Tax on Sunbelt or a loss or the placing into question of any Tax advantage or of any particular tax regime. Sunbelt has not obtained any Tax or social benefit (such as an exemption or a modification to the imposition) which could be withdrawn, lost, or questioned. Sunbelt complies with all provisions of all social and Tax benefits, all agreements or subsidies that it has received. All Tax credits (including any Tax concessions) have been used in accordance with the Tax Regulations.

Section 3.7 No Changes.

Since the date of the Audited Financial Statements, except as set forth in Schedule 3.7, there has not been, occurred or arisen any:

     (a) material commitment or transaction by Sunbelt except (i) in the Ordinary Course of Business as conducted on that date and (ii) as provided for under this Agreement;

     (b) amendments or changes to the bylaws of Sunbelt, other than those required by the transformation of Sunbelt into a SAS on March 17, 2006;

     (c) capital expenditures or capital commitments by Sunbelt, either individually exceeding $5,000 or in the aggregate exceeding $10,000;

     (d) payment, discharge or satisfaction by Sunbelt, in any amount in excess of $5,000 in any one case or $10,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payment, discharge or satisfaction in the Ordinary Course of Business of liabilities reflected or reserved against in the Audited Financial Statements or incurred in the Ordinary Course of Business since the date of the Audited Financial Statements;

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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     (e) destruction of, damage to or loss of any assets (whether tangible or intangible) (whether or not covered by insurance) of Sunbelt in excess of $10,000 in the aggregate;

     (f) claim of wrongful discharge or other unlawful labor practice or action asserted against Sunbelt;

     (g) to the Knowledge of the Sunbelt Shareholders, any event or condition that has had or could be reasonably expected to have a Material Adverse Effect on Sunbelt;

     (h) any material change in accounting methods or practices (including any material change in depreciation or amortization policies or rates) by Sunbelt;

     (i) material change in any election with respect to Taxes (as defined in Section 3.6), adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, filing of a Tax Return or amendment or change of any Tax Return;

     (j) declaration, setting aside or payment of a dividend or other distribution with respect to Sunbelt Shares, or any split, combination or reclassification in respect of any Sunbelt Shares, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for Sunbelt Shares, or any direct or indirect redemption, repurchase or other acquisition by Sunbelt of any of Sunbelt Shares (or options, warrants or other rights convertible into, exercisable or exchangeable therefor);

     (k) material increase in the salary or other compensation payable or to become payable by Sunbelt to any of its officers, directors, employees or advisors or the declaration, payment or commitment or obligation of any kind for the payment, by Sunbelt, of a material severance payment, termination payment, bonus or other additional salary or compensation to any such Person except as otherwise contemplated by this Agreement;

     (l) termination, extension, amendment or modification of the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which Sunbelt is a party or by which it or any of its assets is bound other than in the Ordinary Course of Business; sale, lease, license or other disposition of any of the assets (tangible or intangible) or properties of Sunbelt other than in the Ordinary Course of Business;

     (m) loan by Sunbelt to or capital investment in any Person, incurring by Sunbelt of

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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any indebtedness for borrowed money, guaranteeing by Sunbelt of any indebtedness for borrowed money, issuance or sale of any debt securities of Sunbelt or guaranteeing of any debt securities of others;

     (n) waiver or release of any material right or claim of Sunbelt, in excess of $10,000, including any write-off or other compromise of any account receivable of Sunbelt;

     (o) commencement or settlement of any lawsuit by Sunbelt, or commencement, settlement, notice or, the Knowledge of the Sunbelt Shareholders, threat of any lawsuit or proceeding or other investigation against Sunbelt, or the Knowledge of the Sunbelt Shareholders, any reasonable basis for any of the foregoing;

     (p) notice of any claim or, to the Knowledge of the Sunbelt Shareholders, potential claim of ownership by a third party of Sunbelt Proprietary Rights (as defined in Section 3.10 below) or of infringement by Sunbelt of any third party’s intellectual property rights or intellectual property;

     (q) issuance or sale, or contract or agreement to issue or sell, by Sunbelt of any of Sunbelt Shares or securities exchangeable, convertible or exercisable therefore, or of any other of its securities;

     (r)(i) transfer or license to or from any Person any material intellectual property rights (including any Sunbelt Proprietary Rights) or entry into or material amendment of any agreement with any Person regarding any material intellectual property rights (including any Sunbelt Proprietary Rights), (ii) agreement with respect to the development of any intellectual property with a third party or amendment of any such agreement, or (iii) material change in pricing or royalties set or charged by Sunbelt to its customers or licensees or in pricing or royalties set or charged by persons who have licensed intellectual property or intellectual property rights to Sunbelt;

     (s) material agreement or material modification to any agreement pursuant to which any other party was granted marketing, distribution, development or similar rights of any type or scope with respect to any products or services of Sunbelt or Sunbelt Proprietary Rights;

     (t) agreement by Sunbelt or any officer or employee on behalf of Sunbelt to do any of the things described in the preceding clauses (a) through (s).

For purposes of this Agreement, the term “Knowledge,” when used with respect to Sunbelt and

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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the Sunbelt Shareholders, shall mean the knowledge, after due inquiry, of Jo Murciano or Gerald Capon.

Section 3.8 Restrictions on Business Activities. There is no agreement (non compete or otherwise), commitment, judgment, injunction, order or decree to which Sunbelt is a party or otherwise binding upon Sunbelt which has the effect of prohibiting or impairing any business practice of Sunbelt, any acquisition of property (tangible or intangible) by Sunbelt or the conduct of business by Sunbelt as conducted to the date of this Agreement or to compete with any Person, except as provided in its distribution or license agreements (or similar agreements) with its vendors. Without limiting the foregoing, Sunbelt has not entered into any agreement under which Sunbelt is restricted from selling, licensing or otherwise distributing any of its technology (including any Sunbelt Proprietary Rights) or products, or from providing services to, customers or potential customers, or any class of customers, in any geographic area, during any period of time or in any segment of the market.

Section 3.9 Title and Related Matters. Sunbelt has good and valid title to all its properties, interests in properties and assets, real and personal, free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except the lien of current taxes not yet due and payable and minor imperfections of and encumbrances on title, if any, as do not materially detract from the value of or interfere with the present use of the property affected thereby. The equipment of Sunbelt used in the operation of its business is, taken as a whole, (i) adequate for the business conducted by Sunbelt and (ii) in good operating condition and repair, ordinary wear and tear excepted. All personal property leases to which Sunbelt is a party are valid, binding, enforceable against the parties thereto in all material provisions and in effect in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, or other laws affecting the enforcement of creditors’ rights generally. There is not under any of such leases any existing default or event of default or event which, with notice or lapse of time or both, would constitute a default. Schedule 3.9 sets forth a description of all items of personal property with an individual net book value in excess of $2,500 and real property leased or owned by Sunbelt, describing its interest in said property. True and correct copies of Sunbelt’s real property and personal property leases have been provided to NSI.

Section 3.10 Proprietary Rights.

     (a) Except as set forth in Schedule 3.10(a), Sunbelt owns all right, title and interest in and to, or otherwise possesses legally enforceable rights, or is licensed to use, all patents, copyrights, technology, software, software tools, know-how, processes, trade secrets, trademarks, service marks, trade names, Internet domain names and other proprietary rights used in the conduct of Sunbelt’s business as conducted to the date of this Agreement including,

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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without limitation, the technology, information, databases, data lists, data compilations, and all proprietary rights developed or discovered or used in connection with or contained in all versions and implementations of Sunbelt’s websites or any product which has been or is being distributed or sold by Sunbelt or currently is under development by Sunbelt or has previously been under development by Sunbelt (collectively, the “Sunbelt Products”), free and clear of all liens, claims and encumbrances (all of which are referred to as “Sunbelt Proprietary Rights”). No claims have been asserted or, to the Knowledge of the Sunbelt Shareholders, threatened against Sunbelt (and the Sunbelt Shareholders are not aware of any claims which are threatened against Sunbelt or which have been asserted or threatened against others relating to Sunbelt Proprietary Rights or Sunbelt Products) by any person challenging Sunbelt’s use, possession, manufacture, sale or distribution of Sunbelt Products under any Sunbelt Proprietary Rights or challenging or questioning the validity or effectiveness of any material license or agreement relating thereto or alleging a violation of any person’s or entity’s privacy, personal or confidentiality rights. Sunbelt knows of no valid basis for any claim of the type specified in the immediately preceding sentence which could in any material way relate to or interfere with the continued enhancement and exploitation by Sunbelt of any of the Sunbelt Products. To the Knowledge of the Sunbelt Shareholders, none of the Sunbelt Products nor the use or exploitation of any Sunbelt Proprietary Rights in Sunbelt’s current business infringes on the rights of or constitutes misappropriation of any proprietary information or intangible property right of any third person or entity, including without limitation any patent, trade secret, copyright, trademark or trade name, and Sunbelt has not been sued or, to the Knowledge of the Sunbelt Shareholders, named in any suit, action or proceeding which involves a claim of such infringement, misappropriation or unfair competition.

     (b) Sunbelt has not granted any third party any right to reproduce, distribute, market or exploit any of the Sunbelt Products or any adaptations, translations, or derivative works based on the Sunbelt Products or any portion thereof.

     (c) To the Knowledge of the Sunbelt Shareholders, no employee, contractor or consultant of Sunbelt is in violation in any material respect of any term of any written employment contract, patent disclosure agreement or any other written contract or agreement relating to the relationship of any such employee, consultant or contractor with Sunbelt or, to the Knowledge of the Sunbelt Shareholders, any other party because of the nature of the business conducted by Sunbelt or proposed to be conducted by Sunbelt.

     (d) Each person presently or previously employed by Sunbelt (including independent contractors, if any) has executed a confidentiality, non-disclosure and proprietary inventions assignment agreement pursuant to the form of agreement previously provided to NSI or its representatives.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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     (e) No product liability or warranty claims have been communicated in writing to or, to the Knowledge of the Sunbelt Shareholders, threatened against Sunbelt.

     (f) To the Knowledge of the Sunbelt Shareholders, there is no material unauthorized use, disclosure, infringement or misappropriation of any Sunbelt Proprietary Rights, or any Third Party Technology to the extent licensed by or through Sunbelt, by any third party, including any employee, former employee or independent contractor of Sunbelt. Sunbelt has not entered into any agreement to indemnify any other person against any charge of infringement of any Sunbelt Proprietary Rights.

     (g) Sunbelt has sufficient rights to all material intellectual property rights used in or necessary for the conduct of the Sunbelt business as it currently is conducted.

Section 3.11 Employees Benefit Plans

     (a) Schedule 3.11(a) lists, with respect to Sunbelt, only what is not mandatory under French law and the collective bargaining agreement (“convention collective”) applicable to the Sunbelt’s employees (i) all employee benefit plans, (ii) each loan to a non-officer employee, loans to officers and directors and any stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, sabbatical, “mutuelle” (private health plans) or “prévoyance” (disability or life insurance), life insurance or accident insurance plans, programs or arrangements, (iii) all bonus, pension, profit sharing (excluding profit sharing that is mandatory under French law), savings, deferred compensation or incentive plans, programs or arrangements, (iv) other fringe or employee benefit plans, programs or arrangements that apply to senior management of Sunbelt and that do not generally apply to all employees, and (v) any current or former employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former employee, consultant or director of Sunbelt as to which (with respect to any of items (i) through (v) above) any potential liability is borne by Sunbelt (together, the “Sunbelt Employee Plans”).

     (b) Sunbelt has delivered or made available to NSI a copy of each of the Sunbelt Employee Plans and related plan documents (including trust documents, insurance policies or contracts, employee booklets, in-house or industry-wide collective bargaining agreements, summary plan descriptions and other authorizing documents, and, to the extent still in its possession, any material employee communications relating thereto) and warrants, with respect to each Sunbelt Employee Plan, that Sunbelt is in compliance with all its terms and conditions and that there is no claim or threat of claim regarding the implementation, execution and/or validity of any Sunbelt Employee Plan.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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     (c) Sunbelt does not have any liabilities whatsoever towards former employees or managers, and in particular, has complied with its obligations with respect to severance payments resulting from the termination of an employment or service contract, paid all indemnities that could have been owed for unfair dismissal or for not having respected any obligation to reinstate an employee. Except as set out in Schedule 3.11(c), the corporate officers of Sunbelt do not benefit from any employment and/or service contract with Sunbelt or from any particular benefit given by Sunbelt.

     (d) The consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee or other service provider of Sunbelt to severance benefits or any other payment (including, without limitation, unemployment compensation, golden parachute or bonus), except as expressly provided in this Agreement, or (ii) accelerate the time of payment or vesting of any such benefits, or (iii) increase or accelerate any benefits or the amount of compensation due any such employee or service provider. There has been no amendment to, written interpretation or announcement (whether or not written) by Sunbelt relating to, or change in participation or coverage under, any Sunbelt Employee Plan which would materially increase the per capita expense of maintaining such Plan above the level of per capita expense incurred with respect to that Plan for the most recent fiscal year included in the Sunbelt Financial Statements.

Section 3.12 Bank Accounts. Schedule 3.12 sets forth the names and locations of all banks, trust companies, savings and loan associations, and other financial institutions at which Sunbelt maintains accounts of any nature and the names of all persons authorized to draw thereon or make withdrawals therefrom.

Section 3.13 Contracts.

     (a) Except as identified in Schedule 3.13:

          (i) Sunbelt has no agreements, contracts or commitments that provide for the sale, licensing or distribution by Sunbelt of any Sunbelt Products or Sunbelt Proprietary Rights. Without limiting the foregoing, Sunbelt has not granted to any third party (including, without limitation, original equipment manufacturers (“OEMs”) and site-license customers) any rights to reproduce, manufacture or distribute any of the Sunbelt Products, nor has Sunbelt granted to any third party any exclusive rights of any kind (including, without limitation, territorial exclusivity or exclusivity with respect to particular versions, implementations or translations of any of the Sunbelt Products), nor has Sunbelt granted any third party any right to market any of the Sunbelt Products under any private label or “OEM” arrangements, nor has Sunbelt granted any license of any Sunbelt trademarks or service marks;

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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          (ii) Sunbelt has no agreement under which the consequences of a default or termination would reasonably be expected to have a Material Adverse Effect on Sunbelt;

          (iii) Sunbelt has no agreement containing a “most favored nation” pricing clause granted by Sunbelt, materially deviating from what is mandatory under French and EC laws;

          (iv) Sunbelt has no fidelity or surety bond or completion bond;

          (vi) Sunbelt has no lease of personal property having a value in excess of $5,000 individually or $10,000 in the aggregate;

          (vi) Sunbelt has no agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the Ordinary Course of Business;

          (vii) Sunbelt has no outstanding agreements, contracts or commitments with officers, employees, agents, consultants, advisors, independent salesmen, independent sales representatives, distributors or dealers

          (viii) Sunbelt has no employment agreements providing for a notice period longer than, or for a severance or termination payment more important than, what is mandatory under French law or provided for in the applicable collective bargaining agreement

          (ix) Sunbelt has no independent contractor or similar agreement, contract or commitment that is not terminable on thirty (30) days’ notice or less without penalty, liability or premium of any type, including, without limitation, severance or termination pay, except as otherwise required by French law;

          (x) Sunbelt is not subject to any effective collective bargaining or union agreements, contracts or commitments;

          (xi) Sunbelt is not restricted by agreement from competing with any Person or from carrying on its business anywhere in the world, except as provided in its distribution or license agreements (or similar agreements) with its vendors;

          (xii) Sunbelt has not guaranteed any obligations of other Persons or made any agreements to acquire or guarantee any obligations of other Persons;

          (xiii) Sunbelt has no outstanding loan or advance to any Person, including any

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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loan or advance to or from a shareholder; nor is it party to any line of credit, standby financing, revolving credit or other similar financing arrangement of any sort which would permit the borrowing by Sunbelt of any sum;

          (xiv) Sunbelt has no agreements pursuant to which Sunbelt has agreed to manufacture for, supply to or distribute to any third party any Sunbelt Products or Sunbelt Components; and

          (xv) Except for agreements with employees, Sunbelt has no other agreement, contract or commitment that involves an expenditure by Sunbelt in an amount exceeding $10,000 individually or $50,000 in the aggregate or more and is not cancelable by Sunbelt without penalty within thirty (30) days.

The agreements, documents and instruments set forth on Schedule 3.13 are referred to herein as “Material Contracts.” True and correct copies of each document or instrument listed on Schedule 3.13 have been provided to NSI.

     (b) All of the Material Contracts listed on Schedule 3.13(a) are valid, binding, in full force and effect, and enforceable by Sunbelt in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally. No Material Contract contains any liquidated damages, penalty or similar provision. To the Knowledge of the Sunbelt Shareholders, no party to any such Material Contract intends to cancel, withdraw, modify or amend such contract, agreement or arrangement.

     (c) Sunbelt is not in default under or in breach or violation of, nor, to the Knowledge of the Sunbelt Shareholders, is there any valid basis for any claim of default by Sunbelt under, or breach or violation by Sunbelt of, any material provision of any Material Contract. To the Knowledge of the Sunbelt Shareholders, no other party is in default under or in breach or violation of, nor is there any valid basis for any claim of default by any other party under or any breach or violation by any other party of, any Material Contract.

     (d) Except as specifically indicated in Schedule 3.13,, none of the Material Contracts provides for indemnification by Sunbelt of any third party. No claims have been made or, to the Knowledge of the Sunbelt Shareholders, threatened that could require indemnification by Sunbelt, and Sunbelt has not paid any amounts to indemnify any third party as a result of indemnification requirements of any kind.

Section 3.14 Customers. Schedule 3.14 lists all the customers, distributors and agents, from and after January 1, 2003 until the date of this Agreement, of the products sold and services performed by or for Sunbelt.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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Section 3.15 Orders, Commitments and Returns. All accepted advertising arrangements entered into by Sunbelt, and all material agreements, contracts, or commitments for the purchase of supplies by Sunbelt, were made in the Ordinary Course of Business. There are no oral contracts or arrangements for the sale of advertising or any other product or service by Sunbelt.

Section 3.16 Compliance With Law.

     (a) Sunbelt and the operation of its business are in compliance with all applicable laws and regulations material to the operation of its business. Neither Sunbelt nor, to the Knowledge of the Sunbelt Shareholders, any of its employees has directly or indirectly paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent, government official or other party in the United States or any other country, that was or is in violation of any federal, state, or local statute or law or of any statute or law of any other country having jurisdiction. Sunbelt has not participated directly or indirectly in any boycotts or other similar practices affecting any of its customers. Sunbelt has complied in all material respects at all times with any and all applicable federal, state and foreign laws, rules, regulations, proclamations and orders relating to the importation or exportation of its products. Sunbelt has all licenses, permits, approvals, registrations, qualifications, certificates and other governmental authorizations that are necessary and material for the operations of Sunbelt as they are currently conducted.

     (b) Sunbelt complies and has always complied, notably with respect to Sunbelt Employee Plan, with all provisions of labor law and all applicable social security provisions in particular in respect of working donation regulations, working time regulations and health and safety in the workplace. Sunbelt complies and has always complied with the provisions of collective bargaining agreement implemented within Sunbelt.

Section 3.17 Labor Difficulties; No Discrimination.

     (a) To the Knowledge of the Sunbelt Shareholders, Sunbelt is not in material violation of any applicable laws in connection with employment and employment practices, terms and conditions of employment, wages and working time regulations and agreements. There is no unfair labor practice complaint against Sunbelt actually pending or, to the Knowledge of the Sunbelt Shareholders, threatened before any labor courts (“conseil de Prud’hommes”) or labor sections of any courts of appeals or Supreme Court (“chambres sociales d’une cour d’appel ou de la Cour de Cassation”). There is no strike, labor dispute,

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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slowdown, or stoppage actually pending or, to the Knowledge of the Sunbelt Shareholders, threatened against Sunbelt. To the Knowledge of the Sunbelt Shareholders, no grievance nor any arbitration proceeding arising out of or under any collective bargaining agreement is pending and, to the Knowledge of the Sunbelt Shareholders, no claims therefore exist.

     (b) There is and has not been any claim against Sunbelt or its officers or employees, or to the Knowledge of the Sunbelt Shareholders, threatened against Sunbelt or its officers or employees, based on actual or alleged race, age, sex, disability or other harassment or discrimination, or similar tortious conduct, or based on actual or alleged breach of contract with respect to any person’s employment by Sunbelt, nor, to the Knowledge of the Sunbelt Shareholders, is there any basis for any such claim.

Section 3.18 Trade Regulation. All of the prices charged by Sunbelt in connection with the marketing or sale of any products or services have been in compliance with all applicable laws and regulations. No claims have been communicated or threatened in writing against Sunbelt with respect to wrongful termination of any dealer, distributor or any other marketing entity, discriminatory pricing, price fixing, unfair competition, false advertising, or any other violation of any laws or regulations relating to anti-competitive practices or unfair trade practices of any kind and to the Knowledge of the Sunbelt Shareholders, no specific situation, set of facts, or occurrence provides any basis for any such claim against Sunbelt.
against Sunbelt.

Section 3.19 Insider Transactions. Other than as described in detail in Schedule 3.19, , no officer, director or shareholder of Sunbelt (nor any affiliate of any of the foregoing), has any interest in any equipment or other property, real or personal, tangible or intangible of Sunbelt, including, without limitation, any Sunbelt Proprietary Rights or, to the Knowledge of the Sunbelt Shareholders, any creditor, supplier, customer, manufacturer, agent, representative, or distributor of products or services to Sunbelt or of Sunbelt Products.

Section 3.20 Employees, Independent Contractors and Consultants.

     (a) Schedule 3.20 lists all currently effective written or oral consulting, independent contractor and/or employment agreements whether or not material and other material agreements concluded with individual employees, independent contractors or consultants to which Sunbelt is a party. With regard to employment agreements, this list specifies the legal entity employing the employee and the Law applicable to the employment agreement. True and correct copies of all such written agreements have been provided to NSI. All independent contractors have been properly classified as independent contractors for the purposes of federal and applicable state tax laws, laws applicable to employee benefits and other applicable law and all salaries and wages

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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paid by Sunbelt are in compliance in all material respects with applicable federal, state and local laws. Schedule 3.20 (a) also sets forth the names, positions and salaries or rates of pay, including bonuses, of all persons presently employed by, or performing contract services for, Sunbelt. No bonus or other payment will become due to Sunbelt employees or contractors as a result of the Sale.

     (b) No undertaking to employ an additional Person has been given by Sunbelt. Moreover, none of the executives or manager of Sunbelt employed at the date of this Agreement has resigned or been dismissed or made redundant from its functions within Sunbelt, or has made known his intention to resign.

Section 3.21 Insurance. Schedule 3.21 sets forth a list of the principal policies of fire, liability and other forms of insurance currently held by Sunbelt, and all claims made by Sunbelt under such policies. Sunbelt has delivered or made available to NSI copies of each insurance policy (including policies providing property, casualty, liability, and workers’ compensation coverage and bond and surety arrangements) with respect to which Sunbelt or any of its affiliates is a party, a named insured, or otherwise the beneficiary of coverage. Sunbelt has not done anything, either by way of action or inaction, that might invalidate such policies in whole or in part. There is no claim pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. All premiums due and payable under all such policies and bonds have been paid and Sunbelt is otherwise in compliance with the terms of such policies and bonds in all material respects. There does not exist any threatened termination of, or material premium increase with respect to, any of such policies.

Section 3.22 Accounts Receivable. All accounts receivable of Sunbelt that are reflected in the Audited Financial Statements or on the accounting records of Sunbelt as of the Closing Date (collectively, the “Accounts Receivable”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown in the Audited Financial Statements or on the accounting records of Sunbelt as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserves as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserves reflected in the Current Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). To the Knowledge of the Sunbelt Shareholders, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any contract with any obligor of an Accounts Receivable relating to

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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the amount or validity of such Accounts Receivable. Schedule 3.22 contains a complete and accurate list of all Accounts Receivable as of the most recent practicable date, which list sets forth the aging of such Accounts Receivable and designates those Accounts Receivable which Sunbelt has reason to believe will be unlikely or difficult to be collected in full.

Section 3.23 Litigation.

     (a) There is no private or governmental action, suit, proceeding, claim, arbitration or, to the Knowledge of the Sunbelt Shareholders, investigation pending before any agency, court or tribunal, foreign or domestic, or to the Knowledge of the Sunbelt Shareholders, threatened against Sunbelt or any of its properties or any of its officers or directors (in their capacities as such). There is no currently outstanding judgment, decree or order against Sunbelt, or any of its directors or officers (in their capacities as such). No Governmental Entity has challenged or questioned in a writing delivered to Sunbelt or otherwise brought to the attention of Sunbelt the legal right of Sunbelt to conduct its operations as presently conducted.

     (b) There has not been any personnel conflict within Sunbelt and, to the Knowledge of Sunbelt, there exists no threat of such conflict.

     (c) There are no pending litigations (or threat of such litigations) in relation to social security aspects, or in relation to the personnel of Sunbelt, particularly concerning the implementation of the 35 hour week regulations, or the provisions of employment agreements. Moreover, no circumstances exist that could reasonably be expected to result in a claim against Sunbelt as a result of the former or current use of temporary employees or employees employed under a fixed term employment agreement.

Section 3.24 Subsidiaries. Other than Sunbelt UK, Sunbelt has no, and has never had, any Subsidiaries and has not agreed to acquire an interest in or merge or consolidate with, a corporate body or any Person. As used in this Agreement, “Subsidiary” means any Person or Persons in which Sunbelt or NSI, as the context requires, directly or indirectly through Subsidiaries or otherwise, beneficially own at least fifty percent (50%) of either the equity interest in, or the voting control of, such Person. Sunbelt is the sole owner, beneficial or otherwise, of all of the memberships interests of Sunbelt UK. As of the date of this Agreement, there are (i) one hundred thousand (100,000) authorized Sunbelt UK shares, 5,000 of which shares are issued and outstanding, all of which are validly issued, fully paid and nonassessable and none of which are subject to repurchase rights, (ii) no warrants to purchase any Sunbelt UK ordinary shares; (iii) no issued and outstanding Sunbelt UK stock options; (iv) no Sunbelt UK ordinary shares reserved for future issuance pursuant to any warrants or other rights to purchase Sunbelt UK ordinary shares; and (v) no issued and outstanding warrants or other rights to purchase Sunbelt UK ordinary shares.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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Section 3.25 Compliance with Environmental Requirements. Sunbelt is in compliance in all material respects with all laws and regulations applicable to it and relating to pollution or protection of the environment, including laws or provisions which are intended to assure the safety of employees, workers or other persons. There are no conditions, circumstances, activities, practices, incidents, or actions known to Sunbelt which could reasonably be expected to form the basis of any claim, action, suit, proceeding, hearing, or investigation of, by, against or relating to Sunbelt, relating to the safety of employees, workers or other persons.

Section 3.26 Corporate Documents. Sunbelt has furnished to NSI or its representatives: (a) copies of its Bylaws, as amended to date; (b) its minute books containing consents, actions, and meetings of the shareholders; (c) its share transfer registry and individual shareholders accounts (d) all material permits, orders, and consents issued by any regulatory agency with respect to Sunbelt, or any securities of Sunbelt, and all applications for such permits, orders, and consents; (e) copies of any transfer agreement pertaining to the transfer of shares of Sunbelt before its transformation into an SAS that have been notified to Sunbelt at the time it was existing as an SARL, and (f) all corporate documents prepared in connection with the transformation of Sunbelt into a SAS. The corporate minute books and other corporate records of Sunbelt are complete and accurate, and the signatures appearing on all documents contained therein are the true or facsimile signatures of the persons purporting to have signed the same. The minute books of Sunbelt contain a reasonably accurate summary of each meeting and actions by written consent of the shareholders of Sunbelt between the time of organization of Sunbelt and the date hereof.

Section 3.27 No Brokers. Neither Sunbelt nor any Sunbelt Shareholder is obligated for the payment of fees or expenses of any broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or in connection with any transaction contemplated hereby or thereby.

Section 3.28 Disclosure. No statements by the Sunbelt Shareholders contained in this Agreement, its exhibits and schedules nor in any of the certificates or documents, including any of the Transaction Documents, delivered or required to be delivered by the Sunbelt Shareholders to NSI under this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF NSI

NSI represents and warrants that the statements contained in this Article IV are true and correct, except as expressly set forth in the disclosure schedule delivered by NSI as of the Closing Date (the “NSI Disclosure Schedule”).

Section 4.1 Organization of NSI. NSI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate or company power to own, lease and operate its property and to carry on its business as now being conducted and is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the failure to be so qualified or licensed could reasonably be expected to have a Material Adverse Effect on NSI.

Section 4.2 Authority; No Conflict; Required Filings and Consents.

     (a) NSI has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of NSI. This Agreement and such Transaction Documents have been or, to the extent not executed as of the date hereof, will be duly executed and delivered by NSI. This Agreement and each of the Transaction Documents to which NSI is a party constitutes, and each of the Transaction Documents to which NSI will become a party when executed and delivered by NSI will constitute, a valid and binding obligation of NSI, enforceable by Sunbelt against NSI in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered.

     (b) The execution and delivery by NSI of this Agreement and the Transaction Documents to which it is or will become a party does not, and consummation of the transactions contemplated by this Agreement or the Transaction Documents to which it is or will become a party will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate of Incorporation or Bylaws of NSI, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under any of the terms, conditions or provisions of any Contract to which NSI is a party or by which either of them or any of their properties or assets may be bound, or (iii) conflict or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to NSI or any of its properties or assets.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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     (c) Neither the execution and delivery of this Agreement by NSI of the Transaction Documents to which NSI is or will become a party or the consummation of the transactions contemplated hereby or thereby will require any consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the laws of any foreign country, and (ii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, could be expected to have a Material Adverse Effect on NSI and its Subsidiaries, taken as a whole.

Section 4.3. No Knowledge of Breach by Sunbelt. As of the date of this Agreement, NSI does not have actual Knowledge of any breach by Sunbelt of any representation or warranty of Sunbelt or the Sunbelt Shareholders under Article III hereof.

ARTICLE V
OTHER AGREEMENTS

Section 5.1 No Public Announcement. The parties shall make no public announcement concerning this Agreement, their discussions or any other memoranda, letters or agreements between the parties relating to the Sale; provided, however, that either of the parties, but only after reasonable consultation with the other, may make disclosure if required under applicable law or by any order or decision rendered by any court; and provided further, however, that following execution of this Agreement and consummation of the Sale, NSI may, in its sole discretion, make a public announcement regarding the Sale and the integration of Sunbelt’s business into that of NSI.

Section 5.2 Further Assurances. Following the Closing, each Party agrees to cooperate fully with the other party and to execute such further instruments, documents and agreements and to give such further written assurances, as may be reasonably requested by any other party to better evidence and reflect the transactions described herein and contemplated hereby and to carry into effect the intents and purposes of this Agreement.

Section 5.3 Certain Tax Matters. Any stamp, transfer, documentary, sales and use, value added, registration, and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement or the transactions contemplated herein shall be paid by NSI.

Section 5.4 Cooperation on Tax Matters. After the Closing Date, the Sunbelt Shareholders shall, and NSI shall (and shall cause its affiliates) to (i) cooperate to the extent commercially

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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reasonably necessary in preparing for any Audits of Sunbelt; (ii) make available to the other and to any Tax authority as reasonably requested all information, records, and documents within its possession or control relating to Taxes imposed on Sunbelt or its assets; and (iii) furnish the other with copies of all correspondence received from any Tax authority in connection with any Audit or information request with respect to any taxable period that ends on or before the Closing Date or which includes the Closing Date.

Section 5.5 Conduct of Business During Earn-Out Period. During the Earn-Out Period, (a) Sunbelt shall continue to be operated in the Ordinary Course of Business by NSI (which Ordinary Course of Business shall not preclude the public offering of NSI securities) without impairing the long-term growth of the business, and (b) the Distribution Agreement may not be terminated or amended in any material respect without the consent of the Representative and NSI.

Section 5.6 Access to Books and Record. At all times following the Closing (regardless of whether the Representative continues to be President of Sunbelt), NSI shall permit the Representative and his representatives and advisors to examine any books, records, and accounts of Sunbelt and NSI (and to make copies thereof and extracts therefrom) that may be relevant to the correct calculation of any Earn-out Payments hereunder and whether the conditions for such Earn-Out Payments are satisfied, provided that such examination must be upon reasonable prior notice and during normal business hours, in a manner calculated not to disrupt ongoing business activities. In addition, at any time following the Closing during which the Representative is no longer serving as President but during which the Sunbelt Shareholders may continue to be entitled to Earn-Out Payments, NSI shall provide to the Representative the same Monthly Report that the Representative would otherwise be required to provide to NSI pursuant to Section 2.1(d)(and within the same time frames specified therein).

Section 5.7. Title and Compensation of Jo Murciano. NSI agrees that, after the Closing, Jo Murciano will remain as President of Sunbelt and will continue to manage in this capacity the Business of Sunbelt until his tenure as President comes to an end pursuant to Section 17 paragraph 10 of the by-laws of Sunbelt. As President of Sunbelt, Jo Murciano will continue to be compensated in the amount and with the compensation plan in effect prior to the Closing Date as set forth in Schedule 5.7. As the sole shareholder of Sunbelt after the Closing, NSI agrees that it will not take any action pursuant to Section 17 of the by-laws of Sunbelt or otherwise (including any amendment to such by-laws) that would change Jo Murciano’s position or duties as President or decrease Jo Murciano’s compensation amount or compensation plan unless and until NSI chooses to make a termination to which the provisions of Section 2.1(g) shall be applicable.

Section 5.8. Loan Repayment. Until such time as the Initial Purchase Price has been paid in full, the parties agree that the Loan (as defined in Section 2.1(j)) will not be repaid, in whole or

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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in part, until a corresponding amount of payment of the Initial Purchase Price has first been made to the Sunbelt Shareholders. For example, if the Sunbelt Shareholders have been paid 100,000 Euro of the Initial Purchase Price, then a repayment of up to 102,500 Euro can be made by Sunbelt to NSI on the Loan.

ARTICLE VI
FULFILLMENT OF CONDITIONS TO SALE

Section 6.1 Fulfillment of Conditions to Obligations of NSI. As a condition and inducement to NSI’s willingness to enter into this Agreement Sunbelt Shareholders hereby represent and warrant to NSI that each condition below has been fulfilled or complied with by Sunbelt or the Sunbelt Shareholders, as the case may be:

     (a) Representations and Warranties. The representations and warranties of the Sunbelt Shareholders set forth in this Agreement are true and correct in all material respects as of the Closing Date.

     (b) Performance of Obligations of Sunbelt. The Sunbelt Shareholders have performed in all material respects all obligations required to be performed by them under this Agreement.

     (c) No Injunctions or Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Sale or limiting or restricting the conduct or operation of the business of Sunbelt by NSI after the Sale have been issued, nor any proceeding brought by a domestic administrative agency or commission or other domestic Governmental Entity or other third party, seeking any of the foregoing is pending; nor there is any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Sale which makes the consummation of the Sale illegal.

     (d) Escrow Agreement. The Escrow Agent and the Sunbelt Shareholders have executed and delivered to NSI the Escrow Agreement and such agreement shall remain in full force and effect.

     (e) Approvals. All authorizations, consents, or approvals of, or notifications to any third party, required by Sunbelt’s contracts, agreements or other obligations in connection with the consummation of the Sale have occurred or been obtained.

     (f) Employees/Employment Matters. No executive officer, key employee or group of

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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employees has ceased to be employed by Sunbelt or expressed an intention to terminate his or her employment with Sunbelt. All employment practices by Sunbelt or Sunbelt UK prior to the Closing Date which were not in accordance with the relevant employment laws and regulations of the Republic of France or the United Kingdom have been corrected so that as of the Closing Date any such violation has been cured.

     (h) Remittance of documents. Sunbelt has delivered to NSI: (i) with respect to Sunbelt, (A) a duly certified copy of its articles of association, as amended to date; (B) a duly certified copy of an up-to-date certificate of incorporation (extrait K-bis); (C) its minute book containing meetings of the shareholders, including the minutes of the ordinary shareholders meeting dated May 16, 2006 approving the accounts of Sunbelt corresponding to the fiscal year ending on December 31, 2005 and declaring a dividend in favor of the Sunbelt Shareholders in an aggregate amount of €1,600,000 (one million six hundred thousands euro); (D) duly executed share transfer forms (“ordres de mouvements”) and in proper form for the transfer of the Sunbelt Shares to NSI; (E) the share transfer registry and the individual shareholders accounts of Sunbelt in which the transfer of the Sunbelt Shares to NSI shall have been duly registered; (F) a duly executed tax share transfer form with respect to the Sunbelt Shares, and (ii) with respect to Sunbelt UK, (A) the common seal (if any); (B) each register, minute book, and other book required to be kept by Sunbelt UK, made up to the Closing Date; (C) the certificate of incorporation and certificate of incorporation on change of name; and (D) share certificates for all the issued shares in the capital of Sunbelt UK;

     (i) Disclosure Schedules. Sunbelt has delivered to NSI a complete set of the Sunbelt Disclosure Schedules of exceptions to the representations and warranties of Sunbelt set forth in Article III.

     (j) Closing Balance Sheet. At the Closing, the Sunbelt Shareholders has delivered to NSI a balance sheet as of a date within five days of the Closing Date that is accurate based on the information then available to Sunbelt (the “Closing Balance Sheet”). The Closing Balance Sheet includes: an itemized schedule of all of its outstanding debt obligations, liabilities and trade payables, (collectively, the “Outstanding Liabilities”), an itemized schedule of its accounts payable, and the amount of its cash and cash equivalents, including all supporting data used in calculating such amounts.

     (k) Release of Liens and Security Interests. All liens against, and all security interests in, Sunbelt or any of its assets or properties (including the Sunbelt Proprietary Rights), other than liens or security interests held by NSI, have been released except for those permitted liens specified in Schedule 3.9.

     (l) Consent of the Shareholders. Sunbelt Shareholders shall deliver to NSI at Closing

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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evidence of the consent of the shareholders of Sunbelt to the sale of the Sunbelt Shares contemplated in this Agreement, in accordance with Section 11 of the by-laws of Sunbelt.

Section 6.2 Fulfillment of Conditions to Obligations of the Sunbelt Shareholders. As a condition and inducement to the Sunbelt Shareholders’ willingness to enter into this Agreement, NSI hereby represents and warrants to the Sunbelt Shareholders that each condition below has been complied with by NSI:

          (a) Representations and Warranties. The representations and warranties of NSI set forth in this Agreement are true and correct in all material respects as of the Closing Date.

          (b) Performance of Obligations of NSI. NSI has performed in all material respects all obligations required to be performed by them under this Agreement.

          (c) Escrow Agreement. The Escrow Agent and NSI have executed and delivered to the Sunbelt Shareholders the Escrow Agreement, and such agreement shall remain in full force and effect.

          (d) Approvals. All authorizations, consents, or approvals of, or notifications to any third party, required by Sunbelt’s contracts, agreements or other obligations in connection with the consummation of the Sale have occurred or been obtained.

          (e) Disclosure Schedules. NSI has delivered to the Sunbelt Shareholders a complete set of the NSI Disclosure Schedules of exceptions to the representations and warranties of NSI set forth in Article IV.

          (f) Distribution Agreement Amendment. Each of NSI and Sunbelt has executed and delivered an Addendum to the Distribution Agreement extending the term thereof to the end of the Earn-Out Period.

ARTICLE VII
NON-COMPETITION

Section 7.1 Covenant Not to Compete. The parties acknowledge that, pursuant to the Sale, the Sunbelt Shareholders are transferring their interests in Sunbelt’s business of sales and marketing (the “Business”) together with the goodwill associated therewith. In order to protect such goodwill of the Business of Sunbelt, as contributed by the Sunbelt Shareholders, each of the Sunbelt Shareholders agrees to comply with, and agrees to cause its Affiliates to comply with, the restrictive covenants set forth in this Section 7.1. Except as provided in the last paragraph of

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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this Section 7.1, each Sunbelt Shareholder will not, for three (3) years from the Closing Date, directly or indirectly, as an owner, partner, shareholder, joint venturer, corporate officer, director, employee, manager, consultant, principal, trustee or licensor of or for any Person, firm, partnership, company, corporation or other entity (other than NSI or any of its Affiliates):

     (a) acquire, own more than 5% of any equity interest in, manage, control, participate in, consult with or render services for, engage in or represent any business that is engaged in the business of selling, marketing, and distributing software and projects which compete with NSI’s software and products in existence as of the date hereof (“Competitive Products”); or

     (b) solicit, divert or take away, or attempt to solicit, divert or take away, the business, account or patronage of any of the clients, customers or suppliers of NSI; or

     (c) lend or allow its name or reputation to be used by or otherwise allow its skill, knowledge or experience to be used by any business that competes with the Business; or

     (d) induce, or attempt to induce, any customer, salesperson, distributor, supplier, vendor, manufacturer, representative, agent, jobber, licensee or other Person transacting business with NSI or any Affiliate thereof to reduce or cease doing business with NSI or any Affiliate thereof, or in any way to interfere with the relationship between any such customer, salesperson, distributor, supplier, vendor, manufacturer, representative, agent, jobber, licensee or business relation, on the one hand, and NSI or any Affiliate thereof, on the other hand.

Notwithstanding the foregoing, any Sunbelt Shareholder is permitted to own, individually, as a passive investor up to a 5% interest in any publicly-traded entity. The restrictions in this Section 7.1 will be effective in North America and Europe (the “Location”). The Sunbelt Shareholders acknowledge that the Business is international, rather than local, in scope. In addition, for purposes of clarifying the foregoing, it is agreed that nothing set forth in this Agreement shall prohibit the Sunbelt Shareholders or their Affiliates from owning or operating, either directly or indirectly, any business that sells software or other products (including non-NSI products currently sold by Sunbelt, but excluding Competitive Products) to parties who are customers of Sunbelt as of the date hereof or any other parties. In addition, the Sunbelt Shareholders shall have the right to use the “Sunbelt Software” trademark and trade name for purposes of owning and operating any such business and selling any such products, and Sunbelt hereby assigns and transfers all right, title and interest in and to such trademark and trade name to Sunbelt International S.A.R.L., subject to the right of NSI to continue to utilize such same in the Business without the payment of any royalty for a period not to exceed one year after the Closing Date. NSI hereby agrees that, within six (6) months of the Closing Date, it will change the legal name of Sunbelt to another name that does not include the word “Sunbelt.” In addition, Jo Murciano shall all times be permitted to continue to serve as a director, chief executive officer,

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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or in any other capacity of Sunbelt Software Distribution, Inc., and he will not be deemed to be in violation on this Article VII to the extent that he is acting as an officer, employee, or representative for Sunbelt Software Distribution, Inc.

The term “Affiliates” means any Person, firm, or corporation which directly, or indirectly through one or more of intermediaries, controls, is controlled by, or is under common control with, the Person specified.

Section 7.2 Restrictions on Soliciting Employees. Each Sunbelt Shareholder will not, for three years following the Closing Date, directly or indirectly, induce or attempt to induce, or cause any employee of NSI or any Affiliate thereof during the last six months of his or her own employment to leave the employ of NSI or any Affiliate thereof or in any way interfere with the relationship between NSI or any Affiliate thereof, on the one hand, and any such employee thereof, on the other hand, or to work for any other entity or business.

Section 7.3 Reasonableness of Restrictions and Enforceability. Each Sunbelt Shareholder acknowledges that their strong business ties are significant to the growth of the Business, and each Sunbelt Shareholder further acknowledges that the restrictions in this Agreement are reasonable both individually and in the aggregate and that the duration, geographic scope, extent and application of each of such restrictions are no greater than is necessary for the protection of NSI’s legitimate business interests, which include but are not limited to Sunbelt’s trade secrets and other valuable confidential business information acquired by NSI, its substantial relationships with prospective or existing customers and suppliers, and the goodwill associated with the Business.

Section 7.4 Severable Covenants. The Parties intend that the covenants in Section 7.1 will be construed as a series of separate covenants, each consisting of the covenants in Section 7.1 for each of the Locations. Except for the Locations, all such separate covenants will be deemed identical. The Parties desire and intend that this Agreement be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision of Section 7.1 or 7.2 is adjudicated to be invalid or unenforceable, (a) each of the Parties agrees that if such provisions would be valid or enforceable if some part or parts of them were deleted or the period or area of application reduced, the applicable restriction will apply with the modifications necessary to make it valid and enforceable, and (b) such adjudication will apply only with respect to the operation of this Agreement in the particular jurisdiction in which the adjudication is made, and the unenforceable covenant will be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions of them) to be enforced.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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ARTICLE VIII
ESCROW AND INDEMNIFICATION

Section 8.1 Indemnification. From and after the Closing Date and subject to the limitations contained in Section 8.2, the Sunbelt Shareholders will, jointly and severally, indemnify NSI, NSI’s current and future affiliates, the respective officers, directors, employees, agents, attorneys, accountants, advisors and representatives of such entities and the respective successors and assigns of such entities (collectively, the “Indemnified Parties” and each individually, an “Indemnified Party”) and hold the Indemnified Parties harmless against any loss, expense, liability or other damage, including attorneys’ fees, to the extent of the amount of such loss, expense, liability or other damage (collectively “Damages”) that the Indemnified Parties have incurred (a) by reason of the untruth, inaccuracy or breach by Sunbelt of any representation, warranty, covenant or agreement of Sunbelt contained in this Agreement, or (b) with respect to any Tax imposed on or with respect to any Sunbelt Shareholder with respect to any Tax period or portion of a Tax period ending on or before the Closing Date or with respect to the transactions contemplated by this Agreement. Except to the extent that equitable relief is available for a breach of Article VII of this Agreement, the sole and exclusive remedy of a party to this Agreement for any claim arising under this Agreement against the other parties hereto (other than as set forth in Section 8.2 below) shall be the indemnification provisions of this Article VIII. Except to the extent payable to a third party asserting a third party indemnification claim, under no circumstances shall an indemnifying party be liable for any consequential, indirect or punitive damages for any misrepresentation or breach of any provision of or any other matter arising pursuant to this Agreement or the Transaction Documents. Unless otherwise required by applicable law, for all tax purposes the parties hereto agree to treat (and shall cause each of their respective Affiliates to treat) any indemnity payment under this Agreement as an adjustment to the Sale Consideration, and no party shall take any position inconsistent with such characterization.

Section 8.2 Escrow Fund. From time to time in accordance with Sections 2.1(b) and (e) hereof, the Escrow Amount shall be deposited with Silicon Valley Bank as escrow agent (the “Escrow Agent”), such deposit to constitute the Escrow Fund (the “Escrow Fund”) and to be governed by the terms set forth in this Article VIII and in the Escrow Agreement. The Escrow Fund shall (A) serve as security and, except for (i) any fraudulent breach of a representation or warranty or intentional breach of a covenant by the Sunbelt Shareholders, and (ii) any indemnifiable claim payable to NSI pursuant to Section 8.1(b)(relating to Taxes) or with respect to a breach of Section 3.6 (Tax Matters), be the sole and exclusive recourse against the Sunbelt Shareholders for the indemnities in Section 8.1, and (B) may be used at the direction of the Representative to make Shortfall Loans, subject to the terms, conditions and limitations of Section 2.1(k)(iii) hereof and, provided there is no fraudulent breach of a representation or warranty or intentional breach of a covenant by the Sunbelt Shareholders or any indemnifiable

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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claim payable to NSI pursuant to Section 8.1(b) at the time a Shortfall Loan is sought by the Representative, NSI agrees to execute, at the request of the Representative, a joint written direction to the Escrow Agent instructing it to release the funds requested for a Shortfall Loan. Except for any fraudulent breach of a representation or warranty or intentional breach of a covenant by the Sunbelt Shareholders or any indemnifiable claim payable to NSI pursuant to Section 8.1(b), in no event shall the aggregate liability of the Sunbelt Shareholders exceed the aggregate value of the Escrow Fund.

Section 8.3 Damage Threshold. Notwithstanding the foregoing, none of the Sunbelt Shareholders shall have any liability under Section 8.1 and NSI may not receive any amounts from the Escrow Fund unless and until an Officer’s Certificate or Certificates (as defined in Section 8.5 below) for an aggregate amount of NSI’s Damages in excess of $50,000 has been delivered to the Sunbelt Shareholders and to the Escrow Agent; provided, however, that after an Officer’s Certificate or Certificates for an aggregate of $50,000 in Damages has been delivered, NSI shall be entitled to receive payment from the Escrow Fund equal in value to the amount of Damages identified in such Officer’s Certificate or Certificates that exceeds $50,000. Notwithstanding any other provision in this Article VIII, the liability of each Sunbelt Shareholder for indemnifiable claims pursuant to Section 8.1(a) arising out of a breach of Section 3.6 (Tax Matters), Section 8.1(b) (relating to Taxes) or Section 8.1(c) (relating to maintenance of a Positive Cash Balance) shall not be subject to the limitations of this Section 8.3.

Section 8.4 Escrow Periods.

     (a) Except as otherwise provided herein, the Escrow Fund shall terminate on the date that is thirty (30) days following delivery of audited consolidated financial statements of NSI, including Sunbelt, for the year ended December 31, 2007. The period commencing with the Closing Date and terminating on such date shall be called the “Escrow Period.” In the event that no Officer’s Certificates (as defined below) have been delivered by NSI on the date which is thirty (30) days following delivery of audited consolidated financial statements of NSI, including Sunbelt, for the year ended December 31, 2006, then on such date (the “First Release Date”), one-half of the monies comprising the Escrow Fund will be distributed to the applicable Sunbelt Shareholders.

     (b) If the Escrow Fund terminates pursuant to Section 8.4(a), then, subject to the limitations contained in Section 8.4(c), the Escrow Amount that remains in the Escrow Fund that has not been delivered to NSI pursuant to Section 8.5 shall be distributed to the Sunbelt Shareholders.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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     (c) Any distributions of Escrow Amounts to the Sunbelt Shareholders from the Escrow Fund shall be reduced by an amount, which, in the reasonable judgment of NSI, subject to the objection of the Sunbelt Shareholders and the subsequent resolution of the matter in the manner provided in Section 8.7, are necessary to satisfy any unsatisfied claims specified in any Officer’s Certificate theretofore delivered to the Escrow Agent and the Sunbelt Shareholders prior to termination of the Escrow Period with respect to Damages incurred or litigation pending prior to expiration of the Escrow Period. Any such amount shall remain in the Escrow Fund until such claims have been finally resolved. Any Escrow Amounts that are not delivered to NSI upon resolution of such claims shall be eligible for distribution to the Sunbelt Shareholders.

Section 8.5 Claims Upon Escrow Fund. Upon receipt by the Escrow Agent on or before the last day of the Escrow Period of a certificate signed by any appropriately authorized officer of NSI (an “Officer’s Certificate”):

     (a) Stating the aggregate amount of NSI’s Damages or an estimate thereof, in each case to the extent known or determinable at such time; and

     (b) Specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid or properly accrued or arose, and the nature of the misrepresentation, breach or claim to which such item is related. The Escrow Agent shall, subject to the provisions of Sections 8.3, 8.6 and 8.7 hereof and of the Escrow Agreement, deliver to NSI out of the Escrow Fund, as promptly as practicable, a portion of the Escrow Amounts having a value equal to such Damages all in accordance with the Escrow Agreement.

Section 8.6 Objections to Claims. At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate shall be delivered to the Sunbelt Shareholders and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Amounts pursuant to Section 8.4 unless the Escrow Agent shall have received written authorization from the Sunbelt Shareholders to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Amounts in the Escrow Fund in accordance with Section 8.4 provided, however, that no such delivery may be made if the Sunbelt Shareholders shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to NSI prior to the expiration of such thirty (30) day period.

Section 8.7 Resolution of Conflicts.

     (a) In case the Sunbelt Shareholders shall so object in writing to any claim or claims by

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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NSI made in any Officer’s Certificate, NSI shall have thirty (30) days to respond in a written statement to the objection of the Sunbelt Shareholders. If after such thirty (30) day period there remains a dispute as to any claims, the Sunbelt Shareholders and NSI shall attempt in good faith for thirty (30) days to agree upon the rights of the respective parties with respect to each of such claims. If the Sunbelt Shareholders and NSI should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and the Escrow Agent shall distribute Escrow Amounts from the Escrow Fund in accordance with the terms of the memorandum.

     (b) If no such agreement can be reached after good faith negotiation, either NSI or the Sunbelt Shareholders may, by written notice to the other, demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration in accordance with Section 9.7 hereof.

Section 8.8 Actions of the Sunbelt Shareholders. A decision, act, consent or instruction of Jo Murciano, as representative of the Sunbelt Shareholders, shall constitute a decision of all of the Sunbelt Shareholders and shall be final, binding and conclusive upon each such Sunbelt Shareholder, and the Escrow Agent and NSI may rely upon any decision, act, consent or instruction of Jo Murciano as being the decision, act, consent or instruction of each and every such Sunbelt Shareholder. The Escrow Agent and NSI are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of Jo Murciano.

Section 8.9 Third Party Claims. In the event NSI becomes aware of a third-party claim which NSI believes may result in a demand against the Escrow Fund, NSI shall promptly notify the Sunbelt Shareholders of such claim, and the Sunbelt Shareholders shall be entitled, at their expense, to participate in any defense of such claim. NSI shall have the right in its sole discretion to settle any such claim; provided, however, that NSI may not effect the settlement of any such claim without the consent of the Sunbelt Shareholders, which consent shall not be unreasonably withheld. In the event that the Sunbelt Shareholders have consented to any such settlement, the Sunbelt Shareholders shall have no power or authority to object to the amount of any claim by NSI against the Escrow Fund for indemnity with respect to such settlement in the amount agreed to.

Section 8.10 No Other Representations. Notwithstanding anything to the contrary contained in this Agreement, it is the explicit intent of each party hereto that the Sunbelt Shareholders and NSI are making no representation or warranty whatsoever, express or implied, except those representations and warranties contained in Articles III and IV respectively and in any certificates delivered pursuant hereto.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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Section 8.11 Insurance Benefits. The amount of any payments required to be made under this Article VIII shall be reduced by the amount of any insurance benefit actually received by the recipient by reason of the payment or incurrence by such recipient of the item for which the indemnity is being sought. Each party shall notify the other of such receipt of any such insurance benefits.

Section 8.12 Tax Saving. The amount of any payments required to be made under this Article VIII shall be reduced to take into account any Tax benefit actually realized by NSI by reason of the tax deductibility of the item for which the indemnity is being sought but shall be increased to take into account (and to make NSI whole for) any Tax detriment actually suffered by NSI by reason of its receipt of such payments under this Article VIII.

Section 8.13 Limitation as to Indemnified Parties’ Own Negligence. The respective obligations of the Sunbelt Shareholders under Section 8.1 above to provide indemnification with respect to any claim shall be terminated, modified or abated as appropriate if such claim giving rise to Damages for which such indemnification is provided hereunder (a) would not have arisen but for a voluntary act which (i) is carried out by an Indemnified Party after Closing otherwise than in the Ordinary Course of Business or (ii) is carried out after the Closing at the request of, or with the approval, concurrence or assistance of an Indemnified Party otherwise than in the Ordinary Course of Business or (b) is based, in whole or in part, on the negligence or willful misconduct of an Indemnified Party, provided, however, that the indemnification available to any Indemnified Party shall not be so terminated, modified or abated as a result of any alleged negligence or willful misconduct on the part of the Indemnified Parties or any Indemnified Party with respect to due diligence conducted in connection with the Sale. For purposes of this Section 8.13 “voluntary” shall mean an act other than any act which is required to be taken by law or which, if taken, would constitute prudent business practice.

8.14. Indemnification by NSI and Sunbelt. From and after the Closing Date, NSI and Sunbelt will, jointly and severally, indemnify the Sunbelt Shareholders and their current and future affiliates, their respective officers, directors, employees, agents, attorneys, accountants, advisors and representatives, and their respective successors and assigns (collectively, the “Seller Parties” and each individually, a “Seller Party”) and hold the Seller Parties harmless against any loss, expense, liability or other damage, including attorneys’ fees, to the extent of the amount of such loss, expense, liability or other damage that the Seller Parties have incurred by reason of the untruth, inaccuracy or breach by NSI of any representation, warranty, covenant or agreement of NSI contained in this Agreement.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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ARTICLE IX
MISCELLANEOUS

Section 9.1 Survival of Representations and Covenants. All representations, warranties, covenants and agreements of the Sunbelt Shareholders contained in this Agreement shall survive the Closing and any investigation at any time made by or on behalf of NSI until the end of the Escrow Period; provided, however, that the representations and warranties contained in Section 3.6 and 3.16 shall survive until the expiration of the applicable statute of limitations and provided further that the indemnification obligations of the Sunbelt Shareholders pursuant to clause (b) of the first sentence of Section 8.1 shall also survive until the expiration of the applicable statute of limitations. If Escrow Amounts or other assets are retained in the Escrow Fund beyond expiration of the period specified in the Escrow Agreement, then (notwithstanding the expiration of such time period) the representation, warranty, covenant or agreement applicable to such claim shall survive until, but only for purposes of, the resolution of the claim to which such retained Escrow Amounts or other assets relate. All representations, warranties, covenants and agreements of NSI contained in this Agreement shall survive the Closing and any investigation at any time made by or on behalf of the Sunbelt Shareholders until the end of the Escrow Period. Notwithstanding the foregoing, all covenants and agreements set forth in this Agreement that are to be performed following the Closing Date shall survive the Closing and continue in full force and effect until such covenants and agreements are performed in accordance with the terms of this Agreement. In addition, notwithstanding the foregoing, in the case of any fraudulent breach of a representation or warranty or intentional breach of a covenant by either party, the representations and/or warranties and/or covenants that are the subject of such fraud or intentional misconduct shall not terminate until 11:59 p.m. New York, New York time on the day of expiration of the applicable statute of limitations.

Section 9.2 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (which is confirmed) or two business days after being mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):
if to NSI:

NSI Software, Inc.
257 Turnpike Road
Southboro, MA 01772
Attention: Chief Executive Officer
Fax No: (508) 229-0866

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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Telephone No: (508) 229-8810

with a copy to:
Hogan & Hartson L.L.P.
111 South Calvert Street
Baltimore, MD 21202
Attention: Thene M. Martin and A. Lynne Puckett
Fax No: (410) 539-6981
Telephone No: (410) 659-2755

(b) if to the Sunbelt Shareholders, to:
Attention: Jo Murciano
7, Allée Jean Houdon
92500 Rueil Malmaison
France

With a copy to the following for informational purposes only and not as notice:

Foley & Lardner LLP
100 North Tampa St., Suite 2700
Tampa, Florida 22602
U.S.A.
Fax: (813) 221-4210
Attention: Curt P. Creely

Section 9.3 Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation. Whenever the words “to the Knowledge of the Sunbelt Shareholders” or “known to the Sunbelt Shareholders” or similar phrases are used in this Agreement, they mean when used in reference to (i) an individual, to the actual knowledge of such individual or (ii) a party that is not an individual, to the actual knowledge, of the directors, officers and employees of such party.

Section 9.4 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

Section 9.5 Entire Agreement; No Third Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein, including the Disclosure Schedule), the Confidentiality Agreement, and the Transaction Documents (a) constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and (b) other than with respect to the Sunbelt Shareholders, are not intended to confer upon any Person other than the parties hereto (including without limitation any Sunbelt employees) any rights or remedies hereunder.

Section 9.6 Governing Law; Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of New York without regard to any applicable conflicts of law. In any action between the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York; (b) if any such action is commenced in a state court, then, subject to applicable law, no party shall object to the removal of such action to any federal court located in New York, New York; (c) each of the parties irrevocably waives the right to trial by jury; and (d) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 9.2.

Section 9.7 Arbitration. Any controversy, dispute or claim arising out of or relating to this Agreement, any modification or extension hereof, or any breach hereof (including the question whether any particular matter is arbitrable hereunder) shall be settled exclusively by arbitration, in New York, New York in accordance with the rules of the American Arbitration Association then in force (the “Rules”). The party requesting arbitration shall serve upon the other party to the controversy, dispute or claim a written demand for arbitration stating the substance of the controversy, dispute or claim and the contention of the party requesting arbitration and the name and address of the arbitrator appointed by it. The recipient of such demand shall within 20 days after such receipt appoint an arbitrator, and the two arbitrators shall appoint a third, and the decision or award of any two arbitrators shall be final and binding upon the parties. In the event that the two arbitrators fail to appoint a third arbitrator within 20 days of the appointment of the second arbitrator, either arbitrator, or either party to the arbitration, may apply to a judge of the United States District Court for New York for the appointment of the third arbitrator, and the appointment of such arbitrator by such judge on such application shall have precisely the same force and effect as if such arbitrator had been appointed by the two arbitrators. If for any reason the third arbitrator cannot be appointed in the manner prescribed by the preceding sentence,

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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either regularly appointed arbitrator, or either party to the arbitration, may apply to the American Arbitration Association for appointment of the third arbitrator in accordance with the Rules. Should the party upon whom the demand for arbitration has been served fail or refuse to appoint an arbitrator within 20 days, the single arbitrator shall have the right to decide alone, and such arbitrator’s decision or award shall be final and binding upon the parties.

     The parties hereto agree to abide by all awards and decisions rendered in an arbitration proceeding in accordance with the foregoing, and all such awards and decisions may be filed by the prevailing party with any court having jurisdiction over the person or property of the other party as a basis for judgment and the issuance of execution thereon. The fees of the arbitrator(s) and related expenses of arbitration shall be apportioned among the parties as determined by the arbitrator(s).

     Unless otherwise agreed by the parties to the arbitration, all hearings shall be held, and all submissions shall be made by the parties, within ten days of the date of the selection of the last arbitrator, and the decisions of the arbitrator(s) shall be made within 30 days of the later of the date of the closing of the hearings or the date of the final submissions by the parties.

Section 9.8 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, that NSI shall be permitted to assign its rights and obligations hereunder to any wholly owned subsidiary of NSI or to any successor in interest to it in connection with a transaction involving a change-in-control of NSI. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Section 9.9 Amendment. This Agreement may be amended only upon the written consent of NSI and the Sunbelt Shareholders.

Section 9.10 Extension; Waiver. At any time prior to the Closing Date, the parties hereto may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or the other acts of the other parties hereto, (ii) waive any inaccuracies in the representations or warranties contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party.

Section 9.11 Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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shall be entitled to injunctive relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 9.12 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law or regulation, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

Section 9.13 Fees and Expenses. Except as set forth in this Section 9.13, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby (“Transaction Expenses”) shall be paid by the party incurring such expenses. Notwithstanding anything to the contrary herein, as of the Closing Date there shall be no outstanding obligation or debt of Sunbelt or Sunbelt UK for legal or other expenses which remains unpaid.

[remainder of page intentionally left blank]

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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IN WITNESS WHEREOF, NSI and the Sunbelt Shareholders have caused this Agreement to be signed either by their respective officers thereunto duly authorized or , in each case as of the date first written above.

NSI SOFTWARE, INC.
By:	/s/ S. Craig Huke
Name:	S. Craig Huke
Title:	Chief Financial Officer

THE SHAREHOLDERS OF SUNBELT SYSTEM SOFTWARE S.A.S.:

SUNBELT INTERNATIONAL S.A.R.L.

By:	/s/ J Murciano
Name:	Jo Murciano
Title:	Managing director (gérant)

Mr. JO MURCIANO

/s/ Jo Murciano

Name: Jo Murciano

The Company has omitted certain schedules in accordance with Regulation S-K 601(b)(2). The Company will furnish the omitted schedules to the Commission upon request.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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EX-10.01

Exhibit 10.01

1996 EMPLOYEES STOCK OPTION PLAN

OF

NETWORK SPECIALISTS, INC.

As Amended January 31, 2000

1. PURPOSE OF THE PLAN

     The purpose of the 1996 Employees Stock Option Plan (the “Plan”) of Network Specialists, Inc. (the “Company”) is to provide an incentive to employees whose present and potential contributions to the Company and its Subsidiaries (as such term is defined in Section 2 below) are or will be important to the success of the Company by affording them an opportunity to acquire a proprietary interest in the Company. It is intended that this purpose will be effected through the issuance of stock options to purchase shares of Common Stock, $.001 par value per share, of the Company (“Common Stock”) (such options are sometimes referred to herein as “Awards”). Stock options may be granted under the Plan which qualify as “Incentive Stock Options” under Section 422A of the Internal Revenue Code of 1986, as it may be hereafter amended (the “Code”). Such options are sometimes referred to as an “ISO” or collectively as “ISOs.”

2. ELIGIBILITY

     Awards may be made or granted to employees of the Company or its Subsidiaries who are deemed to have the potential to have a significant effect on the future success of the Company (such eligible persons being referred to herein as “Eligible Participants”). The term “employees” shall include officers of the Company or of a Subsidiary. A director of the Company or of any Subsidiary who is not also an employee of the Company or of one of its Subsidiaries will not be eligible to receive any Awards under the Plan. No ISO shall be granted to an employee who, at the time the option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of capital stock of the employer corporation (as such term is used in the Code) or any Parent or Subsidiary of the employer corporation, provided, however, that an ISO may be granted to such an employee if at the time such ISO is granted the option price is at least one hundred ten percent (110%) of the fair market value of stock subject to the ISO on the date of grant (as determined pursuant to Subsection 8(a) hereof) and such ISO is by its terms not exercisable after the expiration of five (5) years from the date such option is granted. The terms “Subsidiary” and “Parent” as used herein shall have the meanings given them in Section 425 of the Code. Awards may be made to personnel who hold or have held options or shares under the Plan or any other plans of the Company.

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3. STOCK SUBJECT TO THE PLAN

     The shares that may be issued upon exercise of options under the Plan shall not exceed in the aggregate 5,000,000 shares of the Common Stock, as adjusted to give effect to the anti-dilution provisions contained in Section 7 hereof. Such shares may be authorized and unissued shares, or shares purchased by the Company and reserved for issuance under the Plan. If a stock option for any reason expires or is terminated without having been exercised in full, those shares relating to an unexercised stock option shall again become available for grant and/or sale under the Plan.

4. ADMINISTRATION

     (a) Procedure. The Plan shall be administered by the Board of Directors or by a Committee of the Board of Directors, if one is appointed for this purpose (the “Committee”). Committee members shall serve for such term as the Board of Directors may in each case determine, and shall be subject to removal at any time by the Board of Directors. Members of the Board of Directors who are either eligible for awards or have been granted awards may not vote on any matters affecting the administration of the Plan or the grant of any Award pursuant to the Plan.

     (b) Powers of the Board or Committee. As used herein, except as the Committee’s powers are specifically limited in Sections 4, 5, 15 and 16 hereof, reference to the Board of Directors shall mean such Board or the Committee, whichever is then acting with respect to the Plan. Subject to the provisions of the Plan, the Board of Directors shall have the authority in its discretion: (i) to determine, upon review of relevant information, the fair market value of the Common Stock; (ii) to determine the exercise price per share of stock options to be granted; (iii) to determine the Eligible Participants to whom, and time or times at which, Awards shall be granted and the number of shares to be issuable upon exercise of each stock option; (iv) to construe and interpret the Plan; (v) to prescribe, amend and rescind rules and regulations relating to the Plan; (vi) to determine the terms and provisions of each Award (which need not be identical); and (vii) to make all other determinations necessary to or advisable for the administration of the Plan. Notwithstanding the foregoing, in the event any employee of the Company or any of its Subsidiaries granted an Award under the Plan is, at the time of such grant, a member of the Board of Directors of the Company, the grant of such Award shall, in the event the Board of Directors at the time such award is granted is not deemed to satisfy the requirement of Rule 16(b)-3(b)(2)(i) or (ii) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), be subject to the approval of an auxiliary committee consisting of not less than two persons all of whom qualify as “disinterested persons” within the meaning of Rule 16(b)-3(d)(3) promulgated under the Exchange Act. In the event the Board of Directors deems it impractical to form a committee of disinterested persons, the Board of Directors is authorized to approve any award under the Plan.

5. DURATION OF THE PLAN

     The Plan shall become effective upon the approval of the requisite vote of the stockholders of the Company, and upon the approvals, if required, of any other public authorities. The Plan shall remain in effect for a term of ten (10) years from the date of adoption by the

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Board unless sooner terminated under Section 15 hereof. Notwithstanding any of the foregoing to the contrary, the Board of Directors (but not the Committee) shall have the authority to amend the Plan pursuant to Section 15 hereof; provided, however, that Awards already made shall remain in full force and effect as if the Plan had not been amended or terminated.

6. OPTIONS

     Options shall be evidenced by stock option agreements in such form, and not inconsistent with the Plan, as the Board of Directors shall approve from time to time, which agreements shall contain in substance the following terms and conditions:

     (a) Option Price; Number of Shares. The option price, which shall be approved by the Board of Directors, shall in no event be less than one hundred percent (100%) in the case of ISOs, and eighty-five percent (85%) in the case of other options, of the fair market value of the Company’s Common Stock at the time the option is granted. The fair market value of the Common Stock, for the purposes of the Plan, shall mean: (i) if the Common Stock is traded on a national securities exchange or on the NASDAQ National Market System (“NMS”), the per share closing price of the Common Stock on the principal securities exchange on which they are listed or on NMS, as the case may be, on the date of grant (or if there is no closing price for such date of grant, then the last preceding business day on which there was a closing price); or (ii) if the Common Stock is traded in the over-the-counter market and quotations are published on the NASDAQ quotation system (but not on NMS), the closing bid price of the Common Stock on the date of grant as reported by NASDAQ (or if there are no closing bid prices for such date of grant, then the last preceding business day on which there was a closing bid price); or (iii) if the Common Stock is traded in the over-the-counter market but bid quotations are not published on NASDAQ, the closing bid price per share for the Common Stock as furnished by a broker-dealer which regularly furnishes price quotations for the Common Stock.

     The option agreement shall specify the total number of shares to which it pertains and whether such options are ISOs or are not ISOs. With respect to ISOs granted under the Plan, the aggregate fair market value (determined at the time an ISO is granted) of the shares of Common Stock with respect to which ISOs are exercisable for the first time by such employee during ay calendar year shall not exceed $100,000 under all plans of the employer corporation or its Parent or Subsidiaries.

     (b) Waiting Period and Exercise Dates. At the time an option is granted, the Board of Directors will determine the terms and conditions to be satisfied before shares may be purchased, including the dates on which shares subject to the option may first be purchased. (The period from the date of grant of an option until the date on which such option may first be exercised, if not immediately exercisable, is referred to herein as the “waiting period”). At the time an option is granted, the Board of Directors shall fix the period within which it may be exercised which shall not be less than one (1) year nor more than ten (10) years from the date of grant. (Any of such periods is referred to herein as the “exercise period”).

     (c) Form and Time of Payment. Stock purchased pursuant to an option agreement shall be paid for at the time of purchase either in cash or by certified check or, in the discretion of the Board of Directors, as set forth in the stock option agreement (i) in a combination of cash

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and a promissory note, (ii) through the delivery of shares of Common Stock, or (iii) in a combination of the methods described above. Upon receipt of payment, the Company shall, without transfer or issue tax to the option holder or other person entitled to exercise the option, deliver to the option holder (or such other person) a certificate or certificates for the shares so purchased.

     (d) Effect of Termination or Death. In the event that an option holder ceases to be an employee of the Company or of any Subsidiary for any reason other than permanent disability (as determined by the Board of Directors) and death, any option, including any unexercised portion thereof, which was otherwise exercisable on the date of termination, shall expire unless exercised within a period of three months from the date on which the option holder ceased to be so employed, but in no event after the expiration of the exercise period. In the event of the death of an option holder during this three month period, the option shall be exercisable by his or her personal representatives, heirs or legatees to the same extent that the option holder could have exercised the option if he or she had not died, for the three months from the date of death, but in no event after the expiration of the exercise period. In the event of the permanent disability of an option holder while an employee of the Company or of any Subsidiary, any option granted to such employee shall be exercisable for twelve (12) months after the date of permanent disability, but in no event after the expiration of the exercise period. In the event of the death of an option holder while an employee of the Company or any Subsidiary, or during the twelve (12) month period after the date of permanent disability of the option holder, that portion of the option which had become exercisable on the date of death shall be exercisable by his or her personal representatives, heirs or legatees at any time prior to the expiration of one (1) year from the date of the death of the option holder, but in no event after the expiration of the exercise period. Except as the Board of Directors shall provide otherwise, in the event an option holder ceases to be an employee of the Company or of any Subsidiary for any reason, including death, prior to the lapse of the waiting period, his or her option shall terminate and be null and void.

     (e) Other Provisions. Each option granted under the Plan may contain such other terms, provisions, and conditions not inconsistent with the Plan as may be determined by the Board of Directors.

7. RECAPITALIZATION

     In the event that dividends are payable in Common Stock or in the event there are splits, subdivisions or combinations of shares of Common Stock, the number of shares available under the Plan shall be increased or decreased proportionately, as the case may be, and the number of shares delivered upon the exercise thereafter of any stock option theretofore granted or issued shall be increased or decreased proportionately, as the case may be, without change in the aggregate purchase price.

8. ACCELERATION

     (a) Notwithstanding any contrary waiting period in any stock option agreement issued pursuant to the Plan, but subject to any determination by the Board of Directors to provide otherwise at the time such Award is granted or subsequent thereto, each outstanding option granted under the Plan shall, except as otherwise provided in the stock option agreement, become

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exercisable in full for the aggregate number of shares covered thereby shall vest unconditionally on the first day following the occurrence of any of the following: (a) the approval by the stockholders of the Company of an Approved Transaction; (b) a Control Purchase; or (c) a Board Change.

     (b) For purposes of this Section 8:

          (i) An “Approved Transaction” shall mean (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (B) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (C) the adoption of any plan or proposal for the liquidation or dissolution of the Company.

          (ii) A “Control Purchase” shall mean circumstances in which any person (as such term is defined in Sections l3(d)(3) and 14(d)(2) of the Exchange Act, corporation or other entity (other than the Company or any employee benefit plan sponsored by the Company or any Subsidiary) (A) shall purchase any Common Stock of the Company (or securities convertible into the Company’s Common Stock) for cash, securities or any other consideration pursuant to a tender offer or exchange offer, without the prior consent of the Board of Directors, or (B) shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in paragraph (d) of such Rule 13d-3 in the case of rights to acquire the Company’s securities).

          (iii) A “Board Change” shall mean circumstances in which, during any period of two consecutive years or less, individuals who at the beginning of such period constitute the entire Board shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by the Company’s stockholders, of each new director was approved by a vote of at least a majority of the directors then still in office.

9. CONTINUATION OF RELATIONSHIP; LEAVE OF ABSENCE

     (a) Nothing in the Plan or any Award made hereunder shall interfere with or limit in any way, the right of the Company or of any Subsidiary to terminate any Eligible Participant’s employment at any time, nor confer upon any Eligible Participant any right to continue any such relationship with the Company or Subsidiary.

     (b) For purposes of the Plan, a transfer of a recipient of options hereunder from the Company to a Subsidiary or vice versa, or from one Subsidiary to another, or a leave of absence duly authorized by the Company shall not be deemed a termination of employment or a break in the incentive, waiting or exercise period, as the case may be. In the case of any employee on an

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approved leave of absence, the Board of Directors may make such provisions with respect to continuance of stock rights, options or restricted shares previously granted while on leave from the employ of the Company or a Subsidiary as it may deem equitable.

10. GENERAL RESTRICTION

     Each Award made under the Plan shall be subject to the requirement that, if at any time the Board of Directors shall determine, in its sole and subjective discretion, that the registration, qualification or listing of the shares subject to such Award upon a securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting or exercise of such Award, the Company shall not be required to issue such shares unless such registration, qualification, listing, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. Nothing in the Plan or any agreement or grant hereunder shall obligate the Company to effect any such registration, qualification or listing.

11. RIGHTS AS A STOCKHOLDER

     The holder of a stock option shall have no rights as a stockholder with respect to any shares covered by the stock option, until the date of issuance of a stock certificate to him for such shares related to the exercise thereof. No adjustment shall be made for the dividends or other rights for which the record date is prior to the date such stock certificate is issued.

12. NONASSIGNABILITY OF AWARDS

     No stock option shall be assignable or transferable by an Eligible Participant except by will or by the laws of descent and distribution, or as otherwise permitted by the Code and during the lifetime of an Eligible Participant may only be exercised by him.

13. WITHHOLDING TAXES

     Whenever under the Plan shares are to be issued in satisfaction of stock options granted hereunder, the Company shall have the right to require the Eligible Participant to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for such shares or at such later time as when the Company may determine that such taxes are due. Whenever under the Plan payments are to be made in cash, such payment shall be net of an amount sufficient to satisfy federal, state and local withholding tax requirements.

14. NONEXCLUSIVITY OF THE PLAN

     Neither the adoption of the Plan by the Board of Directors nor any provision of the Plan shall be construed as creating any limitations on the power of the Board (but not the Committee) to adopt such additional compensation agreements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

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15. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

     The Board of Directors (but not the Committee) may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation shall be made which would impair the rights of any recipient of a stock option under any agreement theretofore entered into hereunder, without his consent, or which, without the requisite vote of the stockholders of the Company approving such action, would:

     (a) except as is provided in Section 7 of the Plan, increase the total number of shares of stock reserved for the purposes of the Plan; or

     (b) extend the duration of the Plan; or

     (c) materially increase the benefits accruing to participants under the Plan; or

     (d) change the category of persons who can be Eligible Participants under the Plan. Without limiting the foregoing, the Board of Directors may, any time or from time to time, authorize the Company, without the consent of the respective recipients, to issue new options in exchange for the surrender and cancellation of any or all outstanding options.

16. LIMITATIONS ON EXERCISE.

     Notwithstanding anything to the contrary contained in the Plan, any agreement evidencing any Award hereunder may contain such provisions as the Board deems appropriate to ensure that the penalty provisions of Section 4999 of the Code, or any successor thereto, will not apply to any stock received by the holder from the Company.

17. GOVERNING LAW

     The Plan shall be governed by, and construed in accordance with, the laws of the State of New Jersey.

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EX-10.02

Exhibit 10.02

NETWORK SPECIALISTS, INCORPORATED
Stock Option Certificate
And Agreement

Date of Grant:	Option No.
Name of Optionee:
Number of Shares:
Price Per Share:
Expiration Date:

     Effective on the date of grant specified above (the “Date of Grant”), the Board of Directors (“Board”), or the Stock Option Committee (“Committee”) designated by the Board, of Network Specialists Incorporated (the “Company”) has granted to the above-named optionee (the “Optionee”) an option (the “Option”) to purchase from the Company, for the price per share set forth above, the number of shares (the “Shares”) of Common Stock, $.001 par value per share (the “Stock”) of the Company set forth above pursuant to the terms and conditions of the 1996 Employee Stock Option Plan (“Plan”) which is incorporated in this Option as though set forth in full. This Option is intended to be treated as an “incentive stock option” within the meaning of Section 422A of the Internal Revenue Code of 1954, as amended (the “Code”).

     The terms and conditions of the Option granted hereby, are as follows:

     1. The number and price of the Shares subject to this Option shall be the number and price set forth above, subject to any adjustments which may be made pursuant to Section 9 below.

     2. Subject to the terms and conditions set forth in this Option, this Option may be exercised to purchase the Shares covered by this Option as follows: commencing on the first anniversary of the Date of Grant (the “Anniversary”), but prior to the second Anniversary, up to an aggregate of one-third of the aggregate number of Shares covered by this Option; after the second Anniversary but prior to the third Anniversary, up to an aggregate of two-thirds of the aggregate number of Shares covered by this Option; after the third Anniversary but prior to the Expiration Date, all of the Shares covered by this Option. This Option shall terminate and no Shares may be purchased after the Expiration Date.

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     3. Except as provided in Section 7 of this Option, this Option may not be exercised unless the Optionee is in the employ of the Company or one of its parent or subsidiary corporations (as within the meaning of Section 425(e) and (f) of the Code respectively) on the date of such exercise and shall have been such employee continuously since the Date of Grant of this Option.

     4. Subject to the terms and conditions set forth in this Option, this Option is exercisable by a written notice signed by you and delivered to the Company at its executive offices, signifying your election to exercise this Option. The notice must state the number of Shares as to which your Option is being exercised, must contain a statement by you (in a form acceptable to the Company) that such Shares are being acquired by you for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier’s check payable to the order of the Company, free from all collection charges; provided, however, that payment may be made in Shares owned by the Optionee having a market value on the date of exercise equal to the aggregate purchase price, or in a combination of cash and Stock. For these purposes, the market value per share of Stock shall be: (i) if the Stock is traded on a national securities exchange or on the Nasdaq National Market System (“NMS”), the per share closing price of the Stock on the principal securities exchange on which they are listed or on NMS, as the case may be, on the date of exercise (or if there is no closing price for such date of exercise, then the last preceding business day on which there was a closing price); or (ii) if the Stock is traded in the over-the-counter market and quotations are published on the Nasdaq quotation system (but not on NMS), the closing bid price of the Stock on the date of exercise as reported by Nasdaq (or if there are no closing bid prices for such date of exercise, then the last preceding business day on which there was a closing bid price); or (iii) if the Stock is traded in the over-the-counter market but bid quotations are not published on Nasdaq, the closing bid price per share for the Stock as furnished by a broker-dealer which regularly furnishes price quotations for the Stock.

          If notice of the exercise of this Option is given by the person or persons other than you,

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the Company may require, as a condition to the exercise of this Option, the submission to the Company of appropriate proof of the right of such person or person to exercise this Option.

          Certificate for Shares so purchased will be issued as soon as practicable. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company’s Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, you or such other person as may be entitled to exercise this Option, shall have none of the rights of a stockholder with respect to Shares subject to this Option.

     5. As soon as practicable after the Company receives payment for the Shares, it shall deliver a certificate or certificates representing the Shares so purchased to the Optionee.

     6. This Option is personal to the Optionee and during the Optionee’s lifetime may be exercised only by the Optionee. This Option shall not be transferable other than by will or the laws of descent and distribution.

     7. In the event that an option holder ceases to be an employee of the Company or of any subsidiary for any reason other than permanent disability (as determined by the Board of Directors) or death, this Option, including any unexercised portion thereof, which was otherwise exercisable on the date of termination, shall expire unless exercised within a period of three months from the date on which the Optionee ceased to be so employed, but in no event after the Expiration Date. In the event of the death of Optionee during this three month period, this Option shall be exercisable by his or her personal representatives, heirs or legatees to the same extent that the Optionee could have exercised this Option if he or she had not died, for the three months from the date of death, but in no event after the Expiration Date. In the event of the permanent disability of Optionee while an employee of the Company or of any subsidiary, this Option shall be exercisable for twelve (12) months after the date of permanent disability, but in no event after the Expiration Date. In the event of the death of the Optionee while an employee of

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the Company or any Subsidiary, or during the twelve (12) month period after the date of permanent disability of the Optionee, that portion of the Option which had become exercisable on the date of death shall be exercisable by his or her personal representatives, heir or legatees at any time prior to the expiration of twelve (12) months from the date of the death of Optionee, but in no event after the Expiration Date.

     8. This Option does not confer on the Optionee any right to continue in the employ of the Company or interfere in any way with the right of the Company to determine the terms of the Optionee’s employment.

     9. In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering, or any other change in the corporate structure or Stock of the Company after January 18, 1996, the Board shall make such adjustments, if any, as it deems appropriate in the number and kind of shares covered by this Option, or in the Option price, or both. Notwithstanding any provision to the contrary, the Committee or the Board may cancel, amend, alter or supplement any term or provision of this Option to avoid the penalty provisions of Section 4999 of the Code.

     10. This Option shall be subject to the requirement that if at any time the Board shall determine that the registration, listing or qualification of the Shares covered hereby upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the granting of this Option or the purchase of the Shares, this Option may not be exercised unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The Board may require that the person exercising this Option shall make such representations and agreements and furnish such information as it deems appropriate to assure compliance with the foregoing or any other applicable legal requirements.

     11. This Option is intended to qualify for “incentive stock option” treatment under the

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provisions of Section 422A of the Internal Revenue Code of 1954, as amended. However, you are urged to consult with your individual tax advisor prior to exercising this Option since the exercise of this Option may result in adverse tax consequences including the payment of additional federal and/or state income taxes.

     12. All notices hereunder to the Company shall be delivered or mailed to the following address:

Network Specialists, Incorporated
Baker Waterfront Plaza
2 Hudson Place, Suite 700
Hoboken, NJ 07030

Attention: President

     Such address for the service of notices may be changed at any time provided notice of such change is furnished in advance to the Optionee.

NETWORK SPECIALISTS, INCORPORATED
 

By:  

Secretary:

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OPTION EXERCISE FORM

TO:	Network Specialists, Incorporated
	Baker Waterfront Plaza
	2 Hudson Place, Suite 700
	Hoboken, NJ 07030

     The undersigned holder hereby irrevocably elects to exercise the right to purchase ___ shares of Common Stock covered by this Option Agreement according to the conditions hereof and herewith makes full payment of the Exercise Price of such shares.

     Kindly deliver to the undersigned a certificate representing the Shares.

INSTRUCTIONS FOR DELIVERY

Name:
	(please typewrite or print in block letters)
Address:
Dated:

Signature

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EX-10.03

Exhibit 10.03

NON-EXECUTIVE DIRECTOR
STOCK OPTION PLAN OF
NETWORK SPECIALISTS, INC.
As amended January 31, 2000

1. PURPOSE

     The purpose of the Non-Executive Director Stock Option Plan (the “Director Plan”) is to provide a means by which each director of Network Specialists, Inc., a New Jersey corporation (the “Company”) who is not otherwise a full time employee of the Company or any subsidiary of the Company (each such person being hereafter referred to as a “Non-Executive Director”) will be given an opportunity to purchase Common Stock, $.001 par value per share, of the Company (“Common Stock”). The Company, by means of the Director Plan, seeks to attract and retain the services of qualified independent persons to serve as Non-Executive Directors of the Company, and to provide incentives for such persons to exert maximum efforts for the success of the Company.

2. ADMINISTRATION

     (a) The Director Plan shall be administered by a committee of the Board of Directors of the Company (the “Committee”) which shall at all times consist of not less than two (2) officers or directors of the Company or other individuals who are not entitled to participate in the Director Plan, to be appointed by the Board of Directors and to serve at the pleasure of the Board of Directors.

     (b) Grant of options under the Director Plan and the amount and nature of the awards to be granted shall be automatic as described in Section 5 hereof. However, all questions of interpretation of the Director Plan or of any options issued under it shall be determined by the Committee and such determination shall be final and binding upon all persons having an interest in the Director Plan. A majority of the Committee’s members shall constitute a quorum, and all determinations shall be made by a majority of such quorum. Any determination reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made by a majority vote at a meeting duly called and held.

3. SHARES SUBJECT TO THE PLAN

     Subject to the provisions of Section 10 hereof, the shares that may be acquired pursuant to options granted under the Director Plan (“Options”) shall not exceed in the aggregate 300,000 shares of the Company’s Common Stock.

     The Common Stock subject to the Director Plan may be in whole or in part authorized and unissued shares of Common Stock or issued shares of Common Stock which shall have been reacquired by the Company. If any Option shall expire or terminate for any reason without

having been exercised in full, the unissued shares subject thereto shall again be available for purposes of the Director Plan.

4. ELIGIBILITY

     Options shall be granted only to Non-Executive Directors serving on the Board of Directors of the Company.

5. NON-DISCRETIONARY GRANTS

     Commencing on June 30, 1996, an Option to purchase 20,000 shares of Common Stock on the terms and conditions set forth herein shall be granted to each Non-Executive Director on the Board of Directors on such date, and to each Non-Executive Director upon joining the Board of Directors after such date; and on each June 1 of each year, an Option to purchase 20,000 shares of Common Stock, on the terms and conditions set forth herein, shall be granted to each Non-Executive Director on the Board of Directors on such date provided such individual has continually served as a Non-Executive Director for the twelve month period immediately preceeding the date of grant; provided that any Non-Executive Director, who has not served as a director for an entire year prior to June 1st of the determination year, shall receive a pro rata number of options based on the length of service in such year.

5. OPTION PROVISIONS

     Each Option shall be evidenced by a written agreement (“Stock Option Agreement”) and shall contain the following terms and conditions:

     (a) The term of each Option commences on the date it is granted and, unless sooner terminated as set forth herein, expires on the date (“Expiration Date”) five years from the date of grant. The term of each Option may terminate sooner than such Expiration Date if the optionee’s service as a Non-Executive Director of the Company terminates for any reason or for no reason. In the event of such termination of service, the Option shall terminate on the earlier of (i) the Expiration Date or the date seven (7) months following the date of termination of service as a director or (ii) if termination of service is due to the optionee’s death, the Expiration Date or twelve (12) months following the date of the optionee’s death. In any and all circumstances, an option may be exercised following termination of the optionee’s service as a Non-Executive Director only as to that number of shares as to which it was exercisable on the date of termination of such service, in accordance with the provisions of Subsection 5(e) of the Director Plan.

     (b) The exercise price of each option shall be one hundred percent (100%) of the Fair Market Value of the shares subject to such option on the date such option is granted. “Fair Market Value” of a share of Common Stock shall mean (i) if the Common Stock is traded on a national securities exchange or on the Nasdaq National Market System (“NMS”), the per share closing price of the Common Stock on the principal securities exchange on which they are listed or on NMS, as the case may be, on the date of grant (or if there is no closing price for such date of grant, then the last preceding business day on which there was a closing price); or (ii) if the Common Stock is traded in the over-the-counter market and quotations are published on the Nasdaq quotation system (including Nasdaq SmallCap Market but not on NMS), the per share

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closing bid price of the Common Stock on the date of grant as reported by Nasdaq (or if there is no closing bid price for such date of grant, then the last preceding business day on which there was a closing bid price); or (iii) if the Common Stock is traded in the over-the-counter market but bid quotations are not published on Nasdaq, the closing bid price per share for the Common Stock as furnished by a broker-dealer which regularly furnishes price quotations for the Common Stock or (iv) if the Common Stock is not traded on any national securities exchange, NMS or Nasdaq SmallCap Market and quotations for the Common Stock are not available, the fair market value of the Common Stock as determined by the Board of Directors, determined in good faith.

     (c) The optionee may elect to make payment of the exercise price under one of the following alternatives:

          (i) Payment of the exercise price per share in cash at the time of exercise; or

          (ii) Payment by delivery of shares of Common Stock of the Company already owned by the optionee for at least six months from the date of exercise, which Common Stock shall be valued at Fair Market Value on the date of exercise; or

          (iii) Payment by a combination of the methods of payment specified in Subsections 5(c)(i) and 5(c)(ii) above.

     (d) An option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the person to whom the option is granted only by such person or by his guardian or legal representative.

     (e) All options granted under the Director Plan shall be non-qualified stock options, which do not qualify as incentive stock options within the meaning of Section 422A(b), or any successor section, of the Internal Revenue Code of 1986, as amended.

6. RIGHT OF COMPANY TO TERMINATE SERVICES AS A NON-EXECUTIVE DIRECTOR OR ADVISOR

     Nothing contained in the Director Plan or in any instrument executed pursuant hereto shall confer upon any Non-Executive Director or any right to continue in the service of the Company or any of its subsidiaries or interfere in any way with the right of the Company or a subsidiary to terminate the service of any Non-Executive Director at any time, with or without cause.

7. NONALIENATION OF BENEFITS

     No right or benefit under the Director Plan shall be subject to alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to such benefit.

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8. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

     The Stock Option Agreements evidencing options may contain such provisions as the Committee shall determine to be appropriate for the adjustment of the number and class of shares subject to all outstanding options and the option prices thereof in the event of changes in the outstanding Common Stock of the Company by reason of any stock dividend, distribution, split-up, recapitalization, combination or exchange of shares, merger, consolidation or liquidation and the like, and, in the event of any such change in the outstanding Common Stock, the aggregate number and class of shares available under the Director Plan and the number of shares subject to non-discretionary grants pursuant to Section 5 hereof shall be appropriately adjusted by the Committee, whose determination shall be conclusive.

9. TERMINATION AND AMENDMENT

     Unless the Director Plan shall theretofore have been terminated as hereinafter provided, no grant of Options may be made under the Director Plan after June 1, 2006. The Board may at any time, but not more than once every six months except to comply with changes in the Internal Revenue Code, amend, alter, suspend or terminate the Director Plan; provided, however, that the Board may not, without the requisite vote of the stockholders of the Company approving such action (i) materially increase (except as provided in Section 8 hereof) the maximum number of shares which may be issued under the Director Plan; (ii) extend the term of the Director Plan; (iii) materially increase the requirements as to eligibility for participation in the Director Plan; or (iv) materially increase the benefits accruing to participants under the Director Plan. No termination, modification or amendment of the Director Plan or any outstanding Stock Option Agreement may, without the consent of the Non-Executive Director to whom any option shall theretofore have been granted, adversely affect the rights of such Director with respect to such option.

10. EFFECTIVENESS OF THE PLAN

     The Director Plan shall become effective upon the requisite vote of the stockholders of the Company approving such action, and upon the approvals, if required, of any other public authorities. Any grant of options under the Director Plan prior to such approval shall be expressly subject to the condition that the Director Plan shall have been so approved. Unless the Director Plan shall be so approved, the Director Plan and all options theretofore made thereunder shall be and become null and void.

11. GOVERNMENT AND OTHER REGULATIONS

     The obligation of the Company with respect to options shall be subject to (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, the effectiveness of a registration statement under the Securities Act of 1933, and (ii) the rules and regulations of any securities exchange on which the Common Stock may be listed.

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12. GOVERNING LAW

     The Director Plan shall be governed by, and construed in accordance with, the laws of the State of New Jersey.

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EX-10.04

Exhibit 10.04

NSI SOFTWARE, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

Name:
Date of Grant:
Option No.:

     We are pleased to notify you that in accordance with the terms of the Non-Executive Director Stock Option Plan (the “Plan”) of NSI Software, Inc. (the “Company”) a stock option to purchase                                  shares of the Common Stock $.001 par value per share of the Company at a price of                      per share has this ___ day of                      been granted to you under the Plan. This option may be exercised only upon the terms and conditions set forth below. The following is a summary of the Plan and is subject to all of the terms and conditions of the Plan.

     1. Purpose of Option

          The purpose of the Plan under which this stock option has been granted is to enable the Company to attract and retain the services of qualified independent person to serve on the Company’s Board of Directors by affording such person the opportunity to acquire a proprietary interest in the Company.

     2. Acceptance of Option Agreement

          Your acceptance of this stock option agreement will indicate your acceptance of and your willingness to be bound by its terms; it imposes no obligation upon you to purchase any of the shares subject to the option. Your obligation to purchase shares can arise only upon your exercise of the option in the manner set forth in paragraph 4 hereof.

     3. When Option May Be Exercised

          Except as otherwise provided herein, this option shall be exercisable at any time prior to the Expiration Date, as hereafter defined. This option may not be exercised for less than ten shares at any one time (or the remaining shares then purchasable if less than ten) and expires                      (the “Expiration Date”) whether or not it has been duly exercised, unless sooner terminated as provided in paragraphs 5, 6 and 7 hereof.

     4. How Option May Be Exercised

          This option is exercisable by a written notice signed by you and delivered to the Company at its executive offices, signifying your election to exercise the option. The notice

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must state the number of shares of Common Stock as to which your option is being exercised, must contain a statement by you (in a form acceptable to the Company) that such shares are being acquired by you for investment and not with a view to their distribution or resale (unless a Registration Statement covering the shares purchasable has been declared effective by the Securities and Exchange Commission) and must be accompanied by cash or certified check to the order of the Company for the full purchase price of the shares being purchased. Payment shall be in cash, or by certified or bank cashier’s check payable to the order of the Company, free from all collection charges; provided, however, that payment may be made in shares of Stock owned by the Optionee for at least six months prior to the date of exercise, having a market value on the date of exercise equal to the aggregate purchase price, or in a combination of cash and Stock. For these purposes, the market value per share of Stock shall be: (i) if the Common Stock is traded on a national securities exchange or on the NASDAQ National Market System (“NMS”), the per share closing price of the Common Stock on the principal securities exchange on which they are listed or on NMS, as the case may be, on the date of exercise (or if there is no closing price for such date of exercise, then the last preceding business day on which there was a closing price); or (ii) if the Common Stock is traded in the over-the-counter market and quotations are published on the NASDAQ quotation system (but not on NMS), the closing bid price of the Common Stock on the date of exercise as reported by NASDAQ (or if there are no closing bid prices for such date of exercise, then the last preceding business day on which there was a closing bid price); or (iii) if the Common Stock is traded in the over-the-counter market but bid quotations are not published on NASDAQ, the closing bid price per share for the Common Stock as furnished by a broker-dealer which regularly furnishes price quotations for the Common Stock.

          If notice of the exercise of this option is given by the person or persons other than you, the Company may require, as a condition to the exercise of this option, the submission to the Company of appropriate proof of the right of such person or person to exercise this option.

          Certificate for shares of the Common Stock so purchased will be issued as soon as practicable. The Company, however, shall not be required to issue or deliver a certificate for any shares until it has complied with all requirements of the Securities Act of 1933, the Securities Exchange Act of 1934, any stock exchange on which the Company’s common Stock may then be listed and all applicable state laws in connection with the issuance or sale of such shares or the listing of such shares on said exchange. Until the issuance of the certificate for such shares, you or such other person as may be entitled to exercise this option, shall have none of the rights of a stockholder with respect to shares subject to this option.

     5. Termination of Directorship

          If your service as a member of the Board of Directors of the Company is terminated for any reason other than by death, disability or retirement, this option shall lapse and expire the earlier of seven months from the date such termination or the Expiration Date.

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     6. Disability

          If your service as a member of the Board of Directors of the Company is terminated by reason of your permanent disability you may exercise this option within one year from the date of such termination, provided, that such exercise occurs prior to the Expiration Date.

     7. Death

          If you die while serving as a member of the Board of Directors of the Company, any option which was exercisable by you at the date of your death may be exercised by your legatee or legatees under your Will, or by your personal representatives or distributees, within one year from the date of your death, but in no event after the Expiration Date.

     8. Non-Transferability of Option

          This option shall not be transferable except by Will or the laws of descent and distribution, and may be exercised during your lifetime only by you.

     9. Adjustments Upon Changes in Capitalization

          If at any time after the date of grant of this option, the Company shall, by stock dividend, split-up, combination, reclassification or exchange, or through merger or consolidation, or otherwise, change its shares of Common Stock into a different number or kind or class of shares or other securities or property, then the number of shares covered by this option and the price of each such share shall be proportionately adjusted for any such change by the Board of Directors whose determination shall be conclusive. Any fraction of a share resulting from any adjustment shall be eliminated and the price per share of the remaining shares subject to this option adjusted accordingly.

     10. Subject to Terms of the Plan

          This stock option agreement shall be subject in all respects to the terms and conditions of the Plan and in the event of any question or controversy relating to the terms of the Plan, the decision of the Board of Directors shall be conclusive.

Remainder of page intentionally left blank.

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     11. Tax Status

          This option is not intended to qualify for “incentive stock option” treatment under the provisions of Section 422A of the Internal Revenue Code of 1954, as amended. You are urged to consult with your individual tax advisor prior to exercising this option.

Sincerely yours,

NSI SOFTWARE, INC.
 

By:  

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OPTION EXERCISE FORM

TO:	NSI Software, Inc.
	2 Hudson Place, Suite 700
	Hoboken, NJ 07030

     The undersigned holder hereby irrevocably elects to exercise the right to purchase shares of Common Stock covered by this Option Agreement according to the conditions hereof and herewith makes full payment of the Exercise Price of such shares.

     Kindly deliver to the undersigned a certificate representing the Shares.

INSTRUCTIONS FOR DELIVERY

Name:
	(please typewrite or print in block letters)
Address:
Dated:
Signature

STATE OF	)
COUNTY OF	)	ss.

     On this___ day of ___, ___ before me personally came                      to me known and known to me to be the individual described in and who executed the foregoing instrument and (s)he acknowledged to me that (s)he executed the same.

Notary Public

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EX-10.05

Exhibit 10.05

2003 EMPLOYEES STOCK OPTION PLAN

OF

NETWORK SPECIALISTS, INCORPORATED

l. PURPOSE OF THE PLAN

     This Employees Stock Option Plan (the “Plan”) is intended as a performance incentive for officers, employees, consultants and other key persons of NETWORK SPECIALISTS, INCORPORATED (the “Company”) or its Subsidiaries (as hereinafter defined) to enable the persons to whom options are granted (the “Optionees”) to acquire or increase a proprietary interest in the success of the Company. The Company intends that this purpose will be effected by the granting of “incentive stock options” (“Incentive Options”) as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and nonqualified stock options (“Nonqualified Options”). The term “Subsidiaries” includes any corporations in which stock possessing fifty percent or more of the total combined voting power of all classes of stock is owned directly or indirectly by the Company.

2. ELIGIBILITY

     (a) Incentive Options may be granted only to officers or other full-time employees of the Company or its Subsidiaries, including members of the Board of Directors who are also full-time employees of the Company or its Subsidiaries. Nonqualified Options may be granted to officers or other employees of the Company or its Subsidiaries, to members of the Board of Directors of the Company or its Subsidiaries (other than Directors serving on the Option Committee), and to consultants and other key persons who provide services to the Company or its Subsidiaries, and members of any scientific or other advisory boards of the Company or otherwise (regardless of whether they are also employees).

     (b) No person shall be eligible to receive any Incentive Option under the Plan if, at the date of grant, such person beneficially owns stock representing in excess of ten percent of the voting power of all outstanding capital stock of the Company, unless notwithstanding anything in this Plan to the contrary (i) the purchase price for stock subject to such option is at least 110% of the fair market value of such stock at the time of the grant and (ii) the option by its terms is not exercisable more than 5 years from the date of grant thereof.

     (c) Notwithstanding any other provision of the Plan, the aggregate fair market value (determined as of the time the option is granted) of the stock with respect to which incentive stock options are exercisable for the first time by any individual during any calendar year (under all plans of the Company and its parent and subsidiary corporations) shall not exceed $100,000.

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     (d) The granting of an option shall take place when the Plan Administrator by resolution, written consent or other appropriate action determines to grant such an option to a particular Participant at a particular price. Each option shall be evidenced by a written instrument delivered by or on behalf of the Company containing provisions not inconsistent with the Plan.

3. STOCK SUBJECT TO THE PLAN

     (a) The stock granted under the Plan, or subject to the options granted under the Plan, shall be shares of the Company’s authorized but unissued common stock, par value $.001 per share (the “Common Stock”). The total number of shares that may be issued under the Plan shall be 11,000,000 shares of Common Stock. Such number shall be subject to adjustment as provided in Section 7 hereof.

     (b) Whenever any outstanding option under the Plan expires, is canceled or is otherwise terminated (other than by exercise), the shares of Common Stock allocable to the unexercised portion of such option may again be the subject of options under the Plan.

4. ADMINISTRATION

     (a) Options granted under the Plan may be either Incentive Options or Nonqualified Options, and shall be designated as such at the time of grant. To the extent that any option intended to be an Incentive Option shall fail to qualify as an “incentive stock option” under the Code, such option shall be deemed to be a Nonqualified Option.

     (b) The Plan shall be administered by the Board of Directors or by a committee (the “Option Committee”) of not less than two directors of the Company appointed by the Board of Directors of the Company (the “Board of Directors”) for such term as the Board of Directors may determine. The Board of Directors may, from time to time, remove members from, or add members to, the Option Committee. The administrator of the Plan shall hereinafter be referred to as the “Plan Administrator”. In the event that the Plan Administrator is an Option Committee of the Board of Directors, none of the members of such Option Committee shall be an officer or other full-time employee of the Company. It is the intention of the Company that each member of the Option Committee shall be a “disinterested person” as that term is defined and interpreted pursuant to Rule 16b-3(c)(2) or any successor rule thereto promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Action by the Option Committee shall require the affirmative vote of a majority of all its members. In the event that the Plan Administrator is the Board of Directors, and a member of the Board of Directors may be eligible, subject to the restrictions in Section 4, to participate in or receive or hold options under the Plan, no member of the Board of Directors or the Option Committee shall vote with respect to the granting of options hereunder to himself or herself, as the case may be, and, if state corporate law does not permit a committee to grant options to directors, then any option granted under the Plan to a director for his or her services as such shall be approved by the full Board of Directors.

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     With respect to grants made under the Plan to officers and directors of the Company who are subject to Section 16 of the Exchange Act, the Plan Administrator shall be constituted at all times so as to meet the requirements of Rule 16b-3 so long as any of the Company’s equity securities are registered pursuant to Section 12(b) or 12(g) of the Exchange Act.

     (c) Subject to the terms and conditions of the Plan, the Plan Administrator shall have the power:

     (i) To determine from time to time the options to be granted to eligible persons under the Plan and to prescribe the terms and provisions (which need not be identical) of options granted under the Plan to such persons;

     (ii) To construe and interpret the Plan and grants thereunder and in its discretion have the authority: (A) to determine, upon review of relevant information, the fair market value of the Common Stock; (B) to determine the exercise price per share of stock options to be granted; (C) to determine the eligible participants to whom, and time or times at which, options shall be granted and the number of shares to be issuable upon exercise of each stock option; (D) to construe and interpret the Plan; (E) to prescribe, amend and rescind rules and regulations relating to the Plan; (F) to determine the terms and provisions of each grant (which need not be identical); and (G) to make all other determinations necessary to or advisable for the administration of the Plan. Notwithstanding the foregoing, in the event any employee of the Company or any of its Subsidiaries granted an option under the Plan is, at the time of such grant, a member of the Board of Directors of the Company, the grant of such grant shall, in the event the Board of Directors at the time such option is granted is not deemed to satisfy the requirement of Rule 16b-3(b)(2)(i) or (ii) promulgated under the Act, be subject to the approval of an auxiliary committee consisting of not less than two persons who qualify as “disinterested persons” within the meaning of Rule 16b-3(d)(3) promulgated under the Act. All decisions and determinations by the Option Committee in the exercise of this power shall be final and binding upon the Company and the Optionees; and

     (iii) Generally, to exercise such powers and to perform such acts as are deemed necessary or expedient to promote the best interests of the Company with respect to the Plan.

5. DURATION OF THE PLAN

     The Plan shall become effective upon the approval of the requisite vote of the stockholders of the Company, and upon the approvals, if required, of any other public authorities. The Plan shall remain in effect for a term of ten (l0) years from the date of adoption by the Board unless sooner terminated under Section 15 hereof. Notwithstanding any of the foregoing to the contrary, the Board of Directors (but not the Committee) shall have the authority to amend the Plan pursuant to Section 15 hereof; provided, however, that Awards already made shall remain in full force and effect as if the Plan had not been amended or terminated.

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6. OPTIONS

     Subject to the terms and conditions of the Plan, each option agreement shall contain such provisions as the Plan Administrator shall from time to time deem appropriate. Option agreements need not be identical, but each option agreement by appropriate language shall include the substance of all of the following provisions:

     (a) Expiration; Termination of Employment. Notwithstanding any other provision of the Plan or of any option agreement, each option shall expire on the date specified in the option agreement, which date in the case of any Incentive Option shall not be later than the tenth anniversary of the date on which the option was granted. Except as otherwise determined by the Plan Administrator, either at the time an Option is granted or subsequent thereto, the following provisions shall govern the effect of an option holder’s termination of employment. In the event that an option holder ceases to be an officer, employee, consultant, advisory board member, or director of the Company or of any of its Subsidiaries for any reason other than permanent disability (as determined by the Board of Directors) and death, any option, including any exercised portion thereof, which was otherwise exercisable on the date of termination, shall expire unless exercised within a period of three months from the date on which the option holder ceased to be so employed, but in no event after the expiration of the exercise period; provided, however, that, if the Board of Directors shall determine that an option holder shall have been discharged for cause, options granted and not yet exercised shall terminate immediately and be null and void as of the date of discharge. In the event of the death of an option holder during this three month period, the option shall be exercisable by his or her personal representatives, heirs or legatees to the same extent that the option holder could have exercised the option if he or she had not died, for the three months from the date of death, but in no event after the expiration of the exercise period. In the event of the permanent disability of an option holder while an officer, employee, consultant, advisory board member or director of the Company or of any Subsidiary, any option granted to such person shall be exercisable for twelve (12) months after the date of permanent disability; but in no event after the expiration of the exercise period; provided that such option shall have previously vested (in whole or in part) prior to the date of such permanent disability and the exercise of such option is in no event made after the expiration of the option exercise period otherwise provided for. In the event of the death of an option holder while an officer, employee, consultant, advisory board member or director of the Company or any of its Subsidiaries, or during the twelve (12) month period after the date of permanent disability of the option holder, that portion of the option which had become exercisable on the date of death shall be exercisable by his or her personal representatives, heirs or legatees at any time prior to the expiration of one (1) year from the date of the death of the option holder, but in no event after the expiration of the exercise period. Except as the Option Committee shall provide otherwise, in the event an option holder ceases to be an officer, employee, consultant, advisory board member or director of the Company or of any Subsidiary for any reason, including death, prior to the lapse of the waiting period, his or her option shall terminate and be null and void.

     (b) Exercise. At the time an option is granted, the Board of Directors will determine

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the terms and conditions to be satisfied before shares may be purchased, including the dates on which shares subject to the option may first be purchased. (The period from the date of grant of an option until the date on which such option may first be exercised, if not immediately exercisable, is referred to herein as the “waiting period. “) At the time an option is granted, the Board of Directors shall fix the period within which it may be exercised which shall not be less than one (l) year nor more than ten (l0) years from the date of grant. (Any of such periods is referred to herein as the “exercise period”). Each option shall be exercisable in such installments (which need not be equal) and at such times as may be designated by the Option Committee. The minimum number of shares with respect to which an option may be exercised at any one time shall be one hundred (100) shares, or such lesser number as is subject to exercise under the option at the time. To the extent not exercised, installments shall accumulate and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the option expires.

     (c) Method of Exercise and Payment of Purchase Price

     (i) Any option granted under the Plan may be exercised by the Optionee in whole or, subject to Section 6(b) hereof, in part by delivering to the Company on any business day a written notice specifying the number of shares of Common Stock the Optionee then desires to purchase (the “Notice”).

     (ii) Payment for the shares of Common Stock purchased pursuant to the exercise of an option shall be made either: (A) in cash, or by certified or bank check or other payment acceptable to the Company, equal to the option exercise price for the number of shares specified in the Notice (the “Total Option Price”); (B) if authorized by the applicable option agreement and if permitted by law, by delivery of shares of Common Stock that the optionee may freely transfer, and has held for a period of at least six months, having a fair market value, determined by reference to the provisions of Section 6(d) hereof, equal to or less than the Total Option Price, plus cash in an amount equal to the excess, if any, of the Total Option Price over the fair market value of such shares of Common Stock; or (C) by the Optionee delivering the Notice to the Company together with irrevocable instructions to a broker to promptly deliver the Total Option Price to the Company in cash or by other method of payment acceptable to the Company; provided, however, that the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity or other agreements as the Company shall prescribe as a condition of payment under this clause (C). Notwithstanding the foregoing, shares of Common Stock used in payment of the exercise price of an incentive option must have been held by the Optionee for a minimum of six months prior to exercise.

     (iii) The delivery of certificates representing shares of Common Stock to be purchased pursuant to the exercise of any option will be contingent upon the Company’s receipt of the Total Option Price and of any written representations from the Optionee required by the Option Committee, and the fulfillment of any other requirements contained in the option agreement or applicable provisions of law.

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     (d) Purchase Price. The purchase price per share of Common Stock subject to each option shall be determined by the Plan Administrator; provided, however, that the purchase price per share of Common Stock subject to each Incentive Option shall be not less than the fair market value of the Common Stock on the date such Incentive Option is granted. In the case of a Non-Qualified Option, the purchase price per share of Common Stock subject to such Non-Qualified Option shall be such price as determined by the Plan Administrator. For the purposes of the Plan, the fair market value of the Common stock shall be determined in good faith by the Plan Administrator; provided (i) if the Common Stock is traded on a national securities exchange or on the NASDAQ National Market System (“NMS”), the per share closing price of the Common Stock on the principal securities exchange on which they are listed or on NMS, as the case may be, on the date of grant (or if there is no closing price for such date of grant, then the last preceding business day on which there was a closing price); or (ii) if the Common Stock is traded in the over-the-counter market and quotations are published on the NASDAQ quotation system (but not on NMS), the per share closing bid price of the Common Stock on the date of grant as reported by NASDAQ (or if there is no closing bid price for such date of grant, then the last preceding business day on which there was a closing bid price); or (iii) if the Common Stock is traded in the over-the-counter market but bid quotations are not published on NASDAQ, the closing bid price per share for the Common Stock as furnished by a broker-dealer which regularly furnishes price quotations for the Common Stock or (iv) if no such quotes are available, the fair market value as determined by the Board of Directors.

     (e) Incentive Treatment. The option agreement shall specify the total number of shares to which it pertains and whether such options are ISOs or are not ISOs. With respect to ISOs granted under the Plan, the aggregate fair market value (determined at the time an ISO is granted) of the shares of Common Stock with respect to which ISOs are exercisable for the first time by such employee during any calendar year shall not exceed $l00,000 under all plans of the employer corporation or its Parent or Subsidiaries.

     (f) Purchase for Investment. The Plan Administrator shall have the right to require that each Participant or other person who shall exercise an option under the Plan, and each person into whose name shares of Common Stock shall be issued pursuant to the exercise of an option, represent and agree that any and all shares of Common Stock purchased pursuant to such option are being purchased for investment only and not with a view to the distribution or resale thereof and that such shares will not be sold except in accordance with such restrictions or limitations as may be set forth in the option. This Section 6(f) shall be inoperative during any period of time when the Company has obtained all necessary or advisable approvals from governmental agencies and has completed all necessary or advisable registrations or other qualifications of shares of Common Stock as to which options may from time to time be granted.

     (g) Other Provisions. Each option granted under the Plan may contain such other terms, provisions, and conditions not inconsistent with the Plan as may be determined by the Board of Directors.

7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION

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     (a) If the shares of the Company’s Common Stock as a whole are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Company, whether through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, combination of shares, exchange of shares, change in corporate structure or the like, an appropriate and proportionate adjustment shall be made in the number and kind of shares subject to the Plan, and in the number, kind and per share exercise price of shares subject to unexercised options or portions thereof granted prior to any such change. In the event of any such adjustment in an outstanding option, the Optionee thereafter shall have the right to purchase the number of shares under such option at the per share price, as so adjusted, which the Optionee could purchase at the total purchase price applicable to the option immediately prior to such adjustment.

     (b) Adjustments under this Section 7 shall be determined by the Plan Administrator and such determinations shall be conclusive. The Plan Administrator shall have the discretion and power in any such event to determine and to make effective provision for acceleration of the time or times at which any option or portion thereof shall become exercisable. No fractional shares of Common Stock shall be issued under the Plan on account of any adjustment specified above.

8. ACCELERATION

     (a) Notwithstanding any contrary waiting period in any stock option agreement issued pursuant to the Plan, but subject to any determination by the Board of Directors to provide otherwise at the time such Award is granted or subsequent thereto, each outstanding option granted under the Plan shall, except as otherwise provided in the stock option agreement, become exercisable in full for the aggregate number of shares covered thereby shall vest unconditionally on the first day following the occurrence of any of the following: (a) the approval by the stockholders of the Company of an Approved Transaction; (b) a Control Purchase; or (c) a Board Change.

     (b) For purposes of this Section 8:

          (i) An “Approved Transaction” shall mean (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (B) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or (C) the adoption of any plan or proposal for the liquidation or dissolution of the Company.

          (ii) A “Control Purchase” shall mean circumstances in which any person (as such

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term is defined in Sections l3(d)(3) and l4(d)(2) of the Exchange Act, corporation or other entity (other than the Company or any employee benefit plan sponsored by the Company or any Subsidiary) (A) shall purchase any Common Stock of the Company (or securities convertible into the Company’s Common Stock) for cash, securities or any other consideration pursuant to a tender offer or exchange offer, without the prior consent of the Board of Directors, or (B) shall become the “beneficial owner” (as such term is defined in Rule l3d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in paragraph (d) of such Rule l3d-3 in the case of rights to acquire the Company’s securities).

     (iii) A “Board Change” shall mean circumstances in which, during any period of two consecutive years or less, individuals who at the beginning of such period constitute the entire Board shall cease for any reason to constitute a majority thereof unless the election, or the nomination for election by the Company’s stockholders, of each new director was approved by a vote of at least a majority of the directors then still in office.

9. CONTINUATION OF RELATIONSHIP; LEAVE OF ABSENCE

     (a) Nothing in the Plan or any Award made hereunder shall interfere with or limit in any way, the right of the Company or of any Subsidiary to terminate any Eligible Participant’s employment at any time, nor confer upon any Eligible Participant any right to continue any such relationship with the Company or Subsidiary.

     (b) For purposes of the Plan, a transfer of a recipient of options hereunder from the Company to a Subsidiary or vice versa, or from one Subsidiary to another, or a leave of absence duly authorized by the Company shall not be deemed a termination of employment or a break in the incentive, waiting or exercise period, as the case may be. In the case of any employee on an approved leave of absence, the Board of Directors may make such provisions with respect to continuance of stock rights, options or restricted shares previously granted while on leave from the employ of the Company or a Subsidiary as it may deem equitable.

l0. GENERAL RESTRICTION

     Each Award made under the Plan shall be subject to the requirement that, if at any time the Board of Directors shall determine, in its sole and subjective discretion, that the registration, qualification or listing of the shares subject to such Award upon a securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the granting or exercise of such Award, the Company shall not be required to issue such shares unless such registration, qualification, listing, consent or approval shall have been effected or obtained free of any

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conditions not acceptable to the Board of Directors. Nothing in the Plan or any agreement or grant hereunder shall obligate the Company to effect any such registration, qualification or listing.

11. RIGHTS OF OPTIONEES

     No Optionee shall be deemed for any purpose to be the owner of any shares of Common Stock subject to any option unless and until (i) the option shall have been exercised pursuant to the terms thereof, (ii) all requirements under applicable law and regulations shall have been complied with to the satisfaction of the Company, (iii) the Company shall have issued and delivered the shares to the Optionee, and (iv) the Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Common Stock. No adjustment shall be made for the dividends or other rights for which the record date is prior to the date such stock certificate is issued.

12. NONTRANSFERABILITY OF OPTIONS

     During a Participant’s lifetime, an option may be exercisable only by the Participant and options granted under the Plan and the rights and privileges conferred thereby shall not be subject to execution, attachment or similar process and may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or by the applicable laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by applicable law and Rule 16b-3, if applicable, the Plan Administrator may permit a recipient of a Nonqualified Option to (i) designate in writing during the Participant’s lifetime a Beneficiary to receive and exercise the Participant’s Nonqualified Options in the event of such Participant’s death or (ii) transfer a Nonqualified Option. Any other attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any option under the Plan or of any right or privilege conferred thereby, contrary to the provisions of the Plan, or the sale or levy of any attachment or similar process upon the rights and privileges conferred hereby, shall be null and void.

13. WITHHOLDING TAXES

     (a) Payment by Participant. Each Optionee shall, no later than the date as of which the value of any option granted hereunder or of any Common Stock issued upon the exercise of such option first becomes includable in the gross income of the participant for federal income tax purposes (the “Tax Date”), pay to the Company, or make arrangements satisfactory to the Company regarding payment of any federal, state, or local taxes of any kind required by law to be withheld with respect to such income.

     (b) Payment in Shares. An Optionee may request permission to have such tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Common Stock to be issued pursuant to an option exercise a number of shares with an aggregate fair market value that would satisfy the withholding amount due, or (ii)

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transferring to the Company shares of Common Stock owned by the participant with an aggregate fair market value that would satisfy the withholding amount due. The following additional restrictions shall apply:

     (A) the election to satisfy tax withholding obligations in the manner permitted by this Section 11(b) shall be made either (1) during the period beginning on the third business day following the date of release of quarterly or annual summary statements of sales and earnings of the Company and ending on the twelfth business day following such date, or (2) at least six months prior to the Tax Date;

     (B) such election shall be irrevocable;

     (C) such election shall be subject to the approval of the Board of Directors, which approval may be withheld in its absolute discretion; and

     (D) such election shall not be made within six months of the date of grant of the option.

l4. NONEXCLUSIVITY OF THE PLAN

     Neither the adoption of the Plan by the Board of Directors nor any provision of the Plan shall be construed as creating any limitations on the power of the Board (but not the Committee) to adopt such additional compensation agreements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

15. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

     The Board of Directors may discontinue the Plan or amend the Plan at any time, and from time to time, subject to any required regulatory approval and the limitation that, except as provided in Sections 6, 7 and 8 hereof, no amendment shall be effective unless approved by the stockholders of the Company in accordance with applicable law and regulations at an annual or special meeting held within twelve months before or after the date of adoption of such amendment, where such amendment will:

     (a) increase the number of shares of Common Stock as to which options may be granted under the Plan;

     (b) change in substance Section 4 hereof relating to eligibility to participate in the Plan;

     (c) change the minimum option exercise price;

     (d) increase the maximum term of options provided herein; or

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     (e) otherwise materially increase the benefits accruing to participants under the Plan.

     Except as provided in Sections 5, 7 and 8 hereof, rights and obligations under any option granted before any amendment of the Plan shall not be altered or impaired by such amendment, except with the consent of the Optionee.

Without limiting the foregoing, the Board of Directors may, any time or from time to time, authorize the Company, without the consent of the respective recipients, to issue new options in exchange for the surrender and cancellation of any or all outstanding options.

16. LIMITATIONS ON EXERCISE.

     Notwithstanding anything to the contrary contained in the Plan, any agreement evidencing any Award hereunder may contain such provisions as the Board deems appropriate to ensure that the penalty provisions of Section 4999 of the Code, or any successor thereto, will not apply to any stock received by the holder from the Company.

17. GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW

     (a) The obligation of the Company to sell and deliver shares of Common Stock with respect to options granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Option Committee.

     (b) The Plan shall be governed by New Jersey law, except to the extent that such law is preempted by federal law.

     (c) Transactions under the Plan are intended to comply with Rule 16b-3 or any successor rule thereto promulgated under the Act. Any provision of the Plan or of any option agreement inconsistent with such compliance shall be inoperative and shall not affect the validity of the Plan or the availability of any exemption from Section 16(b) of the Act.

18. EFFECTIVE DATE OF PLAN; STOCKHOLDER APPROVAL

     The Plan shall become effective upon the date that it is approved by the Company’s Board of Directors, provided that the Plan is subject to the approval of the Plan by the Company’s stockholders on or before the first anniversary of the date that the Plan is approved by the Company’s Board of Directors. Options may be granted prior to such stockholder approvals, provided that no option granted under the Plan may be exercised until such stockholder approvals are obtained, and if such approvals are not obtained within such 12 month period, the Plan and all outstanding options shall terminate and be null and void.

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EX-10.06

Exhibit 10.06

NSI SOFTWARE, INC.
Stock Option Certificate
And Agreement

Date of Grant:	Option No.
Name of Optionee:
Number of Shares:
Price Per Share:
Expiration Date:

     Effective on the date of grant specified above (the “Date of Grant”), the Board of Directors (“Board”), or the Stock Option Committee (“Committee”) designated by the Board, of NSI Software, Inc. (the “Company”) has granted to the above-named optionee (the “Optionee”) an option (the “Option”) to purchase from the Company, for the price per share set forth above, the number of shares (the “Shares”) of Common Stock, $.001 par value per share (the “Stock”) of the Company set forth above pursuant to the terms and conditions of the 2003 Employee Stock Option Plan (“Plan”) which is incorporated in this Option as though set forth in full. This Option is intended to be treated as an “incentive stock option” within the meaning of Section 422A of the Internal Revenue Code of 1954, as amended (the “Code”).

     The terms and conditions of the Option granted hereby, are as follows:

     1. The number and price of the Shares subject to this Option shall be the number and price set forth above, subject to any adjustments which may be made pursuant to Section 9 below.

     2. Subject to the terms and conditions set forth in this Option, this Option may be exercised to purchase the Shares covered by this Option as follows: commencing on the Date of Grant, all options granted hereunder shall vest in equal amounts on a quarterly basis for a period of four years. This Option shall terminate and no Shares may be purchased after 5:00 p.m. (New York time) on the Expiration Date.

     3. Except as provided in Section 7 of this Option, this Option may not be exercised unless the Optionee is in the employ of the Company or one of its parent or subsidiary corporations (as within the meaning of Section 425(e) and (f) of the Code respectively) on the date of such exercise and shall have been such employee continuously since the Date of Grant of this Option.

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     4. Subject to the terms and conditions set forth in this Option, this Option is exercisable by a written notice signed by you and delivered to the Company at its executive offices, signifying your election to exercise this Option. The notice must state the number of Shares as to which your Option is being exercised, must contain a statement by you (in a form acceptable to the Company) that such Shares are being acquired by you for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier’s check payable to the order of the Company, free from all collection charges; provided, however, that payment may be made in shares of Mature Stock owned by the Optionee having a market value on the date of exercise equal to the aggregate purchase price, or in a combination of cash and Mature Stock. For the purposes of this provision, Mature Stock shall mean shares of the Company’s Common Stock that are owned by the Optionee for a minimum of six months prior to the date the Optionee exercises this Option. For these purposes, the market value per share of Stock shall be: (i) if the Stock is traded on a national securities exchange or on the Nasdaq National Market System (“NMS”), the per share closing price of the Stock on the principal securities exchange on which they are listed or on NMS, as the case may be, on the date of exercise (or if there is no closing price for such date of exercise, then the last preceding business day on which there was a closing price); or (ii) if the Stock is traded in the over-the-counter market and quotations are published on the Nasdaq quotation system (but not on NMS), the closing bid price of the Stock on the date of exercise as reported by Nasdaq (or if there are no closing bid prices for such date of exercise, then the last preceding business day on which there was a closing bid price); or (iii) if the Stock is traded in the over-the-counter market but bid quotations are not published on Nasdaq, the closing bid price per share for the Stock as furnished by a broker-dealer which regularly furnishes price quotations for the Stock.

          If notice of the exercise of this Option is given by the person or persons other than you, the Company may require, as a condition to the exercise of this Option, the submission to the Company of appropriate proof of the right of such person or person to exercise this Option.

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Certificate for Shares so purchased will be issued as soon as practicable. The Company, however, shall not be required to issue or deliver a certificate for any Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company’s Stock may then be listed and all applicable state laws in connection with the issuance or sale of such Shares or the listing of such Shares on such exchange. Until the issuance of the certificate for such Shares, you or such other person as may be entitled to exercise this Option, shall have none of the rights of a stockholder with respect to Shares subject to this Option.

     5. As soon as practicable after the Company receives payment for the Shares, it shall deliver a certificate or certificates representing the Shares so purchased to the Optionee.

     6. This Option is personal to the Optionee and during the Optionee’s lifetime may be exercised only by the Optionee. This Option shall not be transferable other than by will or the laws of descent and distribution.

     7. In the event that an option holder ceases to be an employee of the Company or of any subsidiary for any reason other than permanent disability (as determined by the Board of Directors) or death, this Option, including any unexercised portion thereof, which was otherwise exercisable on the date of termination, shall expire unless exercised within a period of three months from the date on which the Optionee ceased to be so employed, but in no event after the Expiration Date. In the event of the death of Optionee during this three month period, this Option shall be exercisable by his or her personal representatives, heirs or legatees to the same extent that the Optionee could have exercised this Option if he or she had not died, for the three months from the date of death, but in no event after the Expiration Date. In the event of the permanent disability of Optionee while an employee of the Company or of any subsidiary, this Option shall be exercisable for twelve (12) months after the date of permanent disability, but in no event after the Expiration Date. In the event of the death of the Optionee while an employee of the Company or any Subsidiary, or during the twelve (12) month period after the date of permanent disability of the Optionee, that portion of the Option which had become exercisable on the date of death shall be exercisable by his or her personal representatives, heir or legatees at any time prior to the

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expiration of twelve (12) months from the date of the death of Optionee, but in no event after the Expiration Date.

     8. This Option does not confer on the Optionee any right to continue in the employ of the Company or interfere in any way with the right of the Company to determine the terms of the Optionee’s employment.

     9. In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consol-idation, rights offering, or any other change in the corporate structure or Stock of the Company after January 18, 1996, the Board shall make such adjustments, if any, as it deems appropriate in the number and kind of shares covered by this Option, or in the Option price, or both. Notwithstanding any provision to the contrary, the Committee or the Board may cancel, amend, alter or supplement any term or provision of this Option to avoid the penalty provisions of Section 4999 of the Code.

     10. This Option shall be subject to the requirement that if at any time the Board shall determine that the registration, listing or qualification of the Shares covered hereby upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the granting of this Option or the purchase of the Shares, this Option may not be exercised unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The Board may require that the person exercising this Option shall make such representations and agreements and furnish such information as it deems appropriate to assure compliance with the foregoing or any other applicable legal requirements.

     11. This Option is intended to qualify for “incentive stock option” treatment under the provisions of Section 422A of the Internal Revenue Code of 1954, as amended. However, you are urged to consult with your individual tax advisor prior to exercising this Option since the exercise of this Option may result in adverse tax consequences including the payment of additional federal and/or state income taxes.

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     12. All notices hereunder to the Company shall be delivered or mailed to the following address:

NSI Software, Inc.
Two Hudson Place, Suite 700

Hoboken, NJ 07030

Attention: Chief Financial Officer

     Such address for the service of notices may be changed at any time provided notice of such change is furnished in advance to the Optionee.

NSI SOFTWARE, INC.

By:

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OPTION EXERCISE FORM

TO:	NSI Software, Inc.
	Two Hudson Place, Suite 700
	Hoboken, NJ 07030

     The undersigned holder hereby irrevocably elects to exercise the right to purchase                      shares of Common Stock covered by this Option Agreement according to the conditions hereof and herewith makes full payment of the Exercise Price of such shares.

     Kindly deliver to the undersigned a certificate representing the Shares.

          INSTRUCTIONS FOR DELIVERY

Name:
	(please typewrite or print in block letters)

Address:

Dated:

Signature

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EX-10.11

Exhibit 10.11

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

AMONG

NSI SOFTWARE, INC.

AND

THE HOLDERS NAMED HEREIN

OCTOBER 6, 2004

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

          THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 6, 2004 by and among (i) NSI Software, Inc., a Delaware corporation (the “Company”), (ii) the Series B Investors listed on Exhibit A hereto (each individually a “Series B Investor” and collectively, the “Series B Investors”) and (iii) the Series C Investors listed on Exhibit B hereto (each individually a “Series C Investor” and collectively, the “Series C Investors”). The Series B Investors and the Series C Investors, together with any other persons who shall hereafter acquire Registrable Securities (as hereinafter defined) and execute a counterpart hereto pursuant to the provisions of, and subject to the restrictions and rights set forth in, this Agreement, are referred to herein collectively as the “Holders” and individually as a “Holder.”

     WHEREAS, the Company’s predecessor, Network Specialists, Incorporated, and the Series B Investors are parties to a Registration Rights Agreement dated as of November 13, 2002, as amended on September 26, 2003 (the “Prior Agreement”); and

          WHEREAS, pursuant to a Series C Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”), the Company proposes to issue up to 7,717,398 shares of its Series C Stock to the Series C Investors; and

          WHEREAS, as a condition to entering into the Purchase Agreement, the Series C Investors have requested that the Company grant to them registration rights and certain other rights and covenants as set forth herein; and

          WHEREAS, the parties to the Prior Agreement wish to amend and restate the Prior Agreement to reflect the issuance of Series C Stock and to make certain other changes to the Prior Agreement pursuant to Section 3.1 thereof;

          WHEREAS, the Series B Investors who are parties to this Agreement are the holders of at least a majority of the outstanding Registrable Securities (as that term is defined in the Prior Agreement), as required for amendment of the Prior Agreement pursuant to Section 3.1 thereof; and

          WHEREAS, capitalized terms used in this Agreement shall have the meanings ascribed to them in Article 2 hereof.

          NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement and in the Purchase Agreement and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that, by the execution and delivery of this Agreement, the Prior Agreement be hereby amended and restated in its entirety as follows:

1. REGISTRATION RIGHTS

          1.1.1 Demand Registration Rights

          At any time after six (6) months following an IPO, one or more Series B Investors or Series C Investors holding, in the aggregate, at least twenty percent (20%) of the Registrable Securities then held by all Series B Investors and Series C Investors, may request registration for sale under the Act of all or part of the Registrable Securities then held by them, and upon such request the Company will promptly take the actions specified in Section 1.1.2.

          1.1.2. Demand Procedures

          Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within ten (10) Business Days after receipt of such notice from the Company. The Company shall thereafter, as expeditiously as practicable, use commercially reasonable efforts to (i) file with the SEC under the Act a registration statement on the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities with respect to which the Company has received the written request from the other Holders and (ii) cause the registration statement to be declared effective. At the request of the Holders requesting registration, the Company shall cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the participating Holders and approved by the Company, such approval not to be unreasonably withheld. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than three (3) registrations requested by the Holders under Section 1.1.1, provided, however, that any such request shall be deemed satisfied only when a registration statement covering all of the Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Holders, has become effective.

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          1.1.3. Delay by Company

          The Company shall not be required to effect a demand registration under the Act pursuant to Section 1.1.1 above if (i) the Company receives a request for registration under Section 1.1.1 less than 90 days preceding the anticipated effective date of a proposed underwritten public offering of securities of the Company approved by the Company’s Board of Directors prior to the Company’s receipt of the request and in such event the Company shall not be required to effect any such requested registration until 120 days after the effective date of such proposed underwritten public offering; (ii) within 120 days prior to any such request for registration, a registration of securities of the Company has been effected in which the Holders had the right to participate pursuant to this Section 1.1 or Section 1.3 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) of the assets of the Company, or a merger, reorganization, recapitalization, or business combination materially affecting the capital structure or equity ownership of the Company, or would otherwise be seriously detrimental to the Company because the Company was then in the process of raising capital in the public or private markets; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 for a period not exceeding 120 days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.1.3 once per calendar year. The Company shall promptly notify in writing the Holders requesting registration of any decision not to effect any such request for registration pursuant to this Section 1.1.3, which notice shall set forth in reasonable detail the reason for such decision and shall include an undertaking by the Company promptly to notify such Holders as soon as a demand registration may be effected, and such Holders will hold the information in confidence.

          1.1.4. Reduction

          If a demand registration initiated by any Series B Investor or Series C Investors pursuant to Section 1.1.1 is an underwritten registration and the managing underwriters advise the Company and the Holders participating in the demand registration in writing that in their opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering, then the amount of such shares that may be included in such registration shall be allocated pro rata among the Holders participating in the demand registration based on the number of shares of Registrable Securities held on a fully diluted basis with all other Holders of Registrable Securities.

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          1.1.5. Withdrawal

          Holders participating in any demand registration pursuant to this Section 1.1 may withdraw at any time before a registration statement is declared effective, and the Company may withdraw such registration statement if no Registrable Securities are then proposed to be included (and if withdrawn by the Company the Holders shall not be deemed to have requested a demand registration for purposes of Section 1.1.1 hereof). If the Company withdraws a registration statement under this Section 1.1.5 in respect of a registration for which the Company would otherwise be required to pay expenses under Section 1.6.2 hereof, the Holders that shall have withdrawn shall reimburse the Company for all expenses of such registration in proportion to the number of shares each such withdrawing Holder shall have requested to be registered.

     1.2. Piggyback Registration Rights

          1.2.1. Request

          If at any time or times after the date of this Agreement the Company proposes to file a registration statement covering any of its securities under the Act (whether to be sold by it or by one or more selling stockholders), other than an offering pursuant to a demand registration under Section 1.1.1 or Section 1.3 hereof or an offering registered on Form S-8 or Form S-4, or successor forms relating to employee stock plans and business combinations, the Company shall, not less than 20 days prior to the proposed filing date of the registration form, give written notice of the proposed registration to all Holders specifying in reasonable detail the proposed transaction to be covered by the registration statement, and at the written request of any Holder delivered to the Company within 20 days after giving such notice, shall include in such registration and offering, and in any underwriting of such offering, all Registrable Securities as may have been designated in the Holder’s request. The Company shall have no obligation to include shares of Common Stock owned by any Holder in a registration statement pursuant to this Section 1.2, unless and until such Holder (a) in connection with any underwritten offering, agrees to enter into an underwriting agreement, a custody agreement and power of attorney and any other customary documents required in an underwritten offering all in customary form and containing customary provisions and (b) shall have furnished the Company with all information and statements about or pertaining to such Holder in such reasonable detail and on such timely basis as is reasonably deemed by the Company to be legally required with respect to the preparation of the registration statement.

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          1.2.2. Reduction

          If a registration in which any Holder has the right or is otherwise permitted to participate pursuant to this Section 1.2 is (i) the IPO, the Company may limit, to the extent so advised in writing by the underwriters, the amount of securities (including Registrable Securities) to be included in the registration by the Company’s stockholders (including the Holders), or may exclude, to the extent so advised in writing by the underwriters, such securities (including Registrable Securities) entirely from the IPO, or (ii) an underwritten registration subsequent to the IPO and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company shall include in such registration (i) first, the shares proposed to be sold by Holders exercising rights under Section 1.2.1, allocated pro rata among such Holders in proportion to the number of Registrable Securities owned by them, (ii) second, by any other stockholders proposing to sell shares of Common Stock pursuant to such registration; and (iii) third, the shares proposed to be sold by the Company.

     1.3. Registration on Form S-3

          Subject to the limitations set forth in Section 1.1.3, if at any time the Company is eligible to use Form S-3 (or any successor form) for secondary sales any Series B Investor or Series C Investor may request (by written notice to the Company stating the number of Registrable Securities proposed to be sold and the intended method of disposition) that the Company file a registration statement on Form S-3 (or any successor form) for a public sale of all or any portion of the Registrable Securities beneficially owned by it, provided that the reasonably anticipated aggregate price to the public of such Registrable Securities shall be at least $1,000,000. At the written request of the Holder requesting such registration, such registration shall be for a delayed or continuous offering under Rule 415 under the Act. Upon receiving such request, the Company shall use commercially reasonable efforts to promptly file a registration statement on Form S-3 (or any successor form) to register under the Act for public sale in accordance with the method of disposition specified in such request, the number of shares of Registrable Securities specified in such request and shall otherwise carry out the actions specified in Section 1.1.2 and 1.4. There shall be no limitation on the number of registrations on Form S-3 which may be requested and obtained under this Section 1.3.

     1.4. Registration Procedures

          Whenever any Holder has requested that any shares of Common Stock be registered pursuant to Sections 1.1, 1.2 or 1.3 hereof, the Company shall, as expeditiously as reasonably possible:

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          (1) prepare and file with the SEC a registration statement with respect to such shares and use commercially reasonable efforts to cause such registration statement to become effective as soon as reasonably practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish counsel for such Holder with copies of all such documents proposed to be filed);

          (2) prepare and file with the SEC such amendments and supplements to such registration statement and prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 90 days (two (2) years in the case of a registration pursuant to Section 1.3 hereof), or until such earlier time as Holder has completed the distribution described in such registration statement, whichever occurs first;

          (3) furnish to such Holder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as such Holder may reasonably request;

          (4) use commercially reasonable efforts to register or qualify such shares under such other securities or blue sky laws of such jurisdictions as such Holder requests (and to maintain such registrations and qualifications effective for the applicable period of time set forth in Section 1.4(2) hereof), and to do any and all other acts and things which may be necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of such shares (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not be required but for this subsection (4), (ii) subject itself to taxation in any such jurisdiction, or (iii) file any general consent to service of process in any such jurisdiction); provided that, notwithstanding anything to the contrary in this Agreement with respect to the bearing of expenses, if any such jurisdiction shall require that expenses incurred in connection with the qualification of such shares in that jurisdiction be borne in part or full by such Holder, then such Holder shall pay such expenses to the extent required by such jurisdiction;

          (5) notify such Holder, at any time when a prospectus relating thereto is required to be delivered under the Act within the period that the Company is required to keep the registration statement effective, of the happening of any event as a result of which the prospectus included in any such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and promptly prepare, file and furnish to the Holder a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such shares, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact

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required to be stated therein or, in light of the circumstances then existing, necessary to make the statements therein not misleading;

          (6) cause all such shares to be listed on securities exchanges, if any, on which similar securities issued by the Company are then listed (or if not then listed, on such exchanges as are requested by a majority of the participating Holders);

          (7) provide a transfer agent and registrar for all such shares not later than the effective date of such registration statement;

          (8) enter into such customary agreements and take all such other customary actions as such Holder reasonably requests (and subject to its reasonable approval) in order to expedite or facilitate the disposition of such shares;

          (9) make available for inspection by such Holder, by any underwriter participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained by such Holder or by any such underwriter, all financial and other records, pertinent corporate documents, and properties (other than confidential intellectual property) of the Company; and

          (10) in connection with an underwritten offering pursuant to a registration statement filed pursuant to Section 1.1 hereof, enter into an underwriting agreement in customary form and containing reasonable customary provisions, including provisions for indemnification of underwriters and contribution, if so requested by any underwriter.

     1.5. Holdback Agreement

          (a) Notwithstanding anything in this Agreement to the contrary, if after any registration statement to which the rights hereunder apply becomes effective (and prior to completion of any sales thereunder), the Company’s Board of Directors determines in good faith that the failure of the Company to (i) suspend sales of stock under the registration statement or (ii) amend or supplement the registration statement, would have a material adverse effect on the Company, the Company shall so notify each Holder participating in such registration and each Holder shall suspend any further sales under such registration statement until the Company advises the Holder that the registration statement has been amended or that conditions no longer exist which would require such suspension, provided that the Company may impose any such suspension for no more than 60 days and no more than two (2) times during any twelve month period.

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          (b) If requested by the Company or its underwriters, none of the Holders will sell their Registrable Securities for a specified period (not to exceed one hundred and eighty (180) days) following the effective date of the IPO; provided that (i) all executive officers, directors, holders of one percent (1%) or more of the Company’s outstanding Equity Securities, and all other persons with registration rights enter into similar agreements and (ii) that in the event any person subject to any lock-up agreement related to the offering (a “Released Person”) is released from the restrictions therein (the “Lock-up Restrictions”), a percentage of shares of the Common Stock held by each Holder equal to the amount of shares released in favor of such Released Person divided by the total number of shares of Common Stock held by such person that is subject to the Lock-up Restrictions shall be immediately and fully released from any remaining Lock-up Restrictions. Furthermore, with respect to any shares of the Company offered or traded in the public market (including pursuant to the IPO or any market that may develop pursuant to Rule 144A promulgated under the Securities Act), investors shall be permitted to acquire or dispose of any such shares without regard to such market standoff provision. The terms of the market standoff may not be amended as to any investment company without the consent of such investment company.

     1.6. Registration Expenses

          1.6.1. Holder Expenses

          If, pursuant to Sections 1.1, 1.2 or 1.3 hereof, Registrable Securities are included in a registration statement, then the Holder thereof shall pay all transfer taxes, if any, relating to the sale of its shares, and any underwriting discounts or commissions or the equivalent thereof applicable to the sale of its shares.

          1.6.2. Company Expenses

          Except for the fees and expenses specified in Section 1.6.1 hereof and except as provided below in this Section 1.6.2, the Company shall pay all expenses incident to the registration of shares by the Company and any Holders pursuant to Sections 1.1, 1.2 or 1.3 hereof, and to the Company’s performance of or compliance with this Agreement, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, underwriting discounts, fees and expenses (other than any Holder’s portion of any underwriting discounts or commissions or the equivalent thereof), printing expenses, messenger and delivery expenses, and reasonable fees and expenses of counsel for the Company and a single counsel for all Holders selling shares and all independent certified public accountants and other persons retained by the Company.

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          1.6.3. Indemnity and Contribution

          (a) In the event that any shares owned by a Holder are proposed to be offered by means of a registration statement pursuant to Section 1.1, 1.2 or 1.3 hereof, to the extent permitted by law, the Company agrees to indemnify and hold harmless such Holder, any underwriter participating in such offering, each officer, partner, manager and director of such person, each person, if any, who controls or may control such Holder or underwriter within the meaning of the Act and each representative of any Holder serving on the Board of Directors of the Company (such Holder or underwriter, its officers, partners, managers directors and representatives, and any such other persons being hereinafter referred to individually as an “Investor Indemnified Person” and collectively as “Investor Indemnified Persons”) from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including, without limitation, interest, penalties, and attorneys’ fees and disbursements, asserted against, resulting to, imposed upon or incurred by such Investor Indemnified Person, directly or indirectly (hereinafter referred to in this Section 1.6.3 in the singular as a “claim” and in the plural as “claims”), based upon, arising out of or resulting from any breach of representation or warranty made by the Company in any underwriting agreement or any untrue statement of a material fact contained in the registration statement or any omission to state therein a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except insofar as such claim is based upon, arises out of or results from information furnished to the Company in writing by such Investor Indemnified Person for use in connection with the registration statement.

          (b) Each Holder shall, if securities held by him or it are included among the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers, and each person who controls (as defined in the Securities Act) the Company (the Company, its directors, officers and each person who controls the Company being hereinafter referred to individually as a “Company Indemnified Person” and collectively as “Company Indemnified Persons”), against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse the Company Indemnified Persons, for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or

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other document in reliance upon and in conformity with written information furnished to the Company by such Holder specifically for use therein; provided, however, that the obligations of such Holder hereunder shall be limited to an amount equal to the net proceeds to such Holder of securities sold in such offering as contemplated herein.

          (c) The indemnification provisions set forth herein shall be in addition to any liability the Company or any Holder may otherwise have to the Investor Indemnified Persons or Company Indemnified Persons. The Company Indemnified Persons and Investor Indemnified Persons are hereinafter referred to as “Indemnified Persons.” Promptly after receiving notice of any claim in respect of which an Indemnified Person may seek indemnification under this Section 1.6.3, such Indemnified Person shall submit written notice thereof to either the Company or the Holders, as the case may be (sometimes being hereinafter referred to as an “Indemnifying Person”). The omission of the Indemnified Person so to notify the Indemnifying Person of any such claim shall not relieve the Indemnifying Person from any liability it may have hereunder except to the extent that (a) such liability was caused or increased by such omission, or (b) the ability of the Indemnifying Person to reduce such liability was materially adversely affected by such omission. In addition, the omission of the Indemnified Person so to notify the Indemnifying Person of any such claim shall not relieve the Indemnifying Person from any liability it may have otherwise than hereunder. The Indemnifying Person shall have the right to undertake, by counsel or representatives of its own choosing, the defense, compromise or settlement (without admitting liability of the Indemnified Person) of any such claim asserted, such defense, compromise or settlement to be undertaken at the expense of the Indemnifying Person, and the Indemnified Person shall have the right to engage separate counsel, at its own expense, whom counsel for the Indemnifying Person shall keep informed and consult with in a reasonable manner; provided, however, that the Indemnified Person shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Person, if representation of such Indemnified Person by the counsel retained by the Indemnifying Person would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. In the event the Indemnifying Person shall elect not to undertake such defense by its own representatives, the Indemnifying Person shall give prompt written notice of such election to the Indemnified Person, and the Indemnified Person shall undertake the defense, compromise or settlement (without admitting liability of the Indemnified Person) thereof on behalf of and for the account of the Indemnifying Person by counsel or other representatives designated by the Indemnified Person. Notwithstanding the foregoing, no Indemnifying Person shall be obligated hereunder with respect to amounts paid in settlement of any claim if such settlement is effected without the consent of such Indemnifying Person (such consent not to be unreasonably withheld).

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          (d) If the indemnification provided for in this Section 1.6 is held by a court of competent jurisdiction to be unavailable to an Indemnified Person, then the Indemnifying Person, in lieu of indemnifying such Indemnified Person hereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of any losses or claims in such proportion as is appropriate to reflect the relative fault of the Indemnified Person on the one hand and the Indemnifying Person on the other in connection with the statements or omissions that resulted in such losses or claims as well as any other relevant equitable considerations. The relative fault of the Indemnified Person and the Indemnifying Person shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Person or by the Indemnified Person and the parties’ relative intent, knowledge and access to information and opportunity to correct or prevent such statement or omission. In no event will the liability of any Holder for contribution exceed the net proceeds received by such Holder in any sale of securities to which such liability relates.

     1.7. Grant and Transfer of Registration Rights

     Except for registration rights granted by the Company after the date hereof which are subordinate to the rights of the Holders hereunder, the Company shall not grant any registration rights to any other person or entity without the prior written consent of holders of two-thirds of all Registrable Securities held by the Holders, on a fully-diluted as converted to Common Stock basis, which consent shall not be unreasonably withheld or delayed. Holders shall have the right to transfer or assign the rights contained in this Agreement (i) to any limited partner or affiliate of a Holder in connection with the transfer of any Registrable Securities; (ii) to any third party transferee acquiring at least five percent (5%) of all Equity Securities then outstanding, on a fully-diluted as converted to Common Stock basis; or (iii) in the event that the transferring or assigning Holder owns less than five percent (5%) of all Equity Securities on a fully-diluted as converted to Common Stock basis, to any third party transferee acquiring all (but not less than all) of the Registrable Securities held by such Holder; provided: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act.

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     1.8. Information from Holder

          It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder’s Registrable Securities.

     1.9 Rule 144 Requirements

          Immediately after the date on which a registration statement filed by the Company under the Act becomes effective, the Company shall undertake to make publicly available, and available to the Holders, such information as is necessary to enable the Holders to make sales of Registrable Securities pursuant to Rule 144 of the Act. The Company shall furnish to any Holder, upon request, a written statement executed by the Company as to the steps it has taken to comply with the current public information requirements of Rule 144.

     1.10 Sale of Series B Stock or Series C Stock to Underwriter

          Notwithstanding any provision of this Agreement to the contrary, in lieu of converting any shares of Series B Stock or Series C Stock prior to the filing of any registration statement filed pursuant to this Agreement, the holder of such shares may sell such shares of Series B Stock or Series C Stock to the underwriters of the offering being registered upon the undertaking of such underwriters to convert the Series B Stock or Series C Stock to Common Stock, each such step to be effective at the closing of the offering. In such event, the Company agrees to cause the Common Stock issuable on the conversion of the Series B Stock or Series C Stock to be issued within such time period as will permit the underwriters to make and complete the distribution contemplated by the underwriting.

     1.11 Changes in Series B Stock, Series C Stock or Common Stock

          If, and as often as, there is any change in the Series B Stock, Series C Stock or Common Stock by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Series B Stock, Series C Stock or Common Stock as so changed.

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2. DEFINITIONS

          The capitalized terms contained in this Agreement shall have the following meanings unless otherwise specifically defined:

          “Act” shall mean the Securities Act of 1933, as amended.

          “Agreement” shall mean this Amended and Restated Registration Rights Agreement.

          “Business Day” shall mean Monday through Friday and shall exclude any federal or bank holidays observed in New York City.

          “Company” shall mean NSI Software, Inc., a Delaware corporation, or any successor thereto.

          “Common Stock” shall mean the common stock of the Company, $.001 par value per share.

          “Equity Securities” shall mean the Common Stock, the Series B Stock, the Series C Stock and any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, any stock or security convertible into or exchangeable for Common Stock or any other stock, security or interest in the Company whether or not convertible into or exchangeable for Common Stock.

          “Holders” shall mean the Series B Investors and Series C Investors who hold Registrable Securities, and any other person or entity that is a valid transferee of the rights granted hereunder pursuant to Section 1.7 hereof.

          “Indemnified Person” shall have the meaning ascribed to that term in Section 1.6.3.

          “Indemnifying Person” shall have the meaning ascribed to that term in Section 1.6.3.

          “IPO” shall mean the initial public offering of the Company’s Equity Securities registered under the Act.

          “Series B Stock” shall mean the Series B Preferred Stock, par value $.01 per share, of the Company.

          “Series C Stock” shall mean the Series C Preferred Stock, par value $.01 per share, of the Company.

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          “Registrable Securities” shall mean (i) shares of Common Stock, issued or issuable upon conversion of the Series B Stock, now held or subsequently acquired by the Holder, (ii) shares of Common Stock, issued or issuable upon conversion of the Series C Stock, now held or subsequently acquired by the Holder and (iii) any equity securities issued as a distribution with respect to or in exchange for or in replacement for any of the shares referred to in clauses (i) and (ii); provided, however, that Registrable Securities shall not include any securities that have been previously sold pursuant to a registration statement filed under the Act or under Rule 144 promulgated under the Act, or which have otherwise been transferred in a transaction in which the transferor’s rights under this Agreement are not assigned, or, as to any Holder, all of such Holder’s shares if all of such shares are then eligible for sale in a single transaction under Rule 144(k), promulgated under the Act.

          “SEC” shall mean the United States Securities and Exchange Commission.

3. MISCELLANEOUS

     3.1. Entire Agreement; Amendment

          This Agreement constitutes the entire agreement among the parties hereto with respect to the matters provided for herein, and it supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein. Subject to the provisions of Section 1.7 hereof, this Agreement may not be amended without the written consent of the Company and Holders who beneficially own at least a majority of the outstanding Registrable Securities then held by all Holders.

     3.2. Waiver

          No delay or failure on the part of any party hereto in exercising any right, power or privilege under this Agreement or under any other instruments given in connection with or pursuant to this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege. No waiver shall be valid against any party hereto unless made in writing and signed by the party against whom enforcement of such waiver is sought and then only to the extent expressly specified therein.

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     3.3. Termination

          This Agreement shall forthwith become wholly void and of no effect upon the earlier to occur of the following: (i) as to any Holder (including any assignee of Holder), at such time as all of such Holder’s Registrable Securities are then eligible for sale in a single transaction under Rule 144(k), promulgated under the Act, or (ii) seven years from the closing date of the Company’s IPO.

     3.4. No Third Party Beneficiaries

          Except to the extent that the rights hereunder are assigned in accordance with Section 1.7, it is the explicit intention and agreement of the parties hereto that no person or entity other than the parties hereto is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors, heirs, executors, administrators, legal representatives and permitted assigns.

     3.5. Binding Effect

          This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs, executors, administrators, legal representatives and permitted assigns, including any successor corporation upon a reincorporation of the Company into another jurisdiction.

     3.6. Governing Law

          This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of New York (excluding the choice of law rules thereof).

     3.7. Notices

          All notices, demands, requests, or other communications which may be or are required to be given, served, or sent by any party to any other party pursuant to this Agreement shall be in writing and shall be hand-delivered, sent by overnight courier service or mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

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(i)	If to the Company:
	NSI Software, Inc. Baker Waterfront Plaza Two Hudson Place, Suite 700 Hoboken, New Jersey 07030 Attention: Donald E. Beeler, Jr. Facsimile: (201) 656-2727

     with a copy (which shall not constitute notice) to:

	Goldstein & DiGioia, LLP 45 Broadway, 11th Floor New York, New York 10006 Attention: Victor J. DiGioia Facsimile: (212) 557-0295
(ii)	If to ABS:
	ABS Capital Partners IV, L.P. 400 East Pratt Street Suite 910 Baltimore, MD 21202 Attention: Laura Witt
	with a copy (which shall not constitute notice) to:
	Hogan & Hartson L.L.P. 111 South Calvert Street Suite 1600 Baltimore, Maryland 21202 Attention: Michael J. Silver
(iii)	If to any other Holder, such Holder’s address as appearing on the records of the Company.

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request, or communication which shall be hand-delivered or mailed in the manner described above, shall be deemed sufficiently given, served, sent, received or delivered for all purposes at such time as it is delivered to the addressee (with the return receipt or the delivery receipt being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

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     3.8. Execution in Counterparts

          To facilitate execution, this Agreement may be executed in as many counterparts as may be required; and it shall not be necessary that the signatures of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; but it shall be sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than a number of counterparts containing the respective signatures of, or on behalf of, all of the parties hereto.

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     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the day and year first hereinabove set forth.

NSI SOFTWARE, INC.

By:

Name:

Title:

ABS CAPITAL PARTNERS IV, L.P. By: ABS Partners IV, LLC Its: General Partner
By:
	Name:	Laura Witt
	Title:	Managing Member
ABS CAPITAL PARTNERS IV-A, L.P. By: ABS Partners IV, LLC Its: General Partner
By:
	Name:	Laura Witt
	Title:	Managing Member

[Signature Page to Amended and Restated Registration Rights Agreement]

ABS CAPITAL PARTNERS IV OFFSHORE, L.P. By: ABS Partners IV, LLC Its: General Partner
By:
	Name:	Laura Witt
	Title:	Managing Member
ABS CAPITAL PARTNERS IV SPECIAL OFFSHORE, L.P. By: ABS Partners IV, LLC Its: General Partner
By:
	Name:	Laura Witt
	Title:	Managing Member

[Signature Page to Amended and Restated Registration Rights Agreement]

SELIGMAN COMMUNICATIONS AND INFORMATION FUND, INC.

By:

Its:

By:

Name:

Title:

SELIGMAN INVESTMENT OPPORTUNITIES (MASTER) FUND-NTV PORTFOLIO

By:

Its:

By:

Name:

Title:

SELIGMAN INVESTMENT OPPORTUNITIES (MASTER) FUND-NTV II PORTFOLIO J&W

By:

Its:

By:

Name:

Title:

SELIGMAN NEW TECHNOLOGIES FUND, INC.

By:

Its:

By:

Name:

Title:

[Signature Page to Amended and Restated Registration Rights Agreement]

DELL USA LP

By:

Its:

By:

Name:

Title:

THE FOLINO REVOCABLE LIVING TRUST

By:

Its:

By:

Name:

Title:

LAWRENCE KAPLAN

RICHARD FRIEDMAN

JEFFREY MARKOWITZ

[Signature Page to Amended and Restated Registration Rights Agreement]

RICHARD FELDMAN

DONALD S. TUCK

MARC SUVAL

STEWART L. KRUG

ERIK SILVER

MICHAEL GOLDSTEIN

STANLEY GOLDSTEIN

BARRY LAX

VICTOR J. DIGIOIA

[Signature Page to Amended and Restated Registration Rights Agreement]

BRIAN C. DAUGHNEY

SCOTT MEYERS

DONALD E. BEELER, JR.

LARRY BARATZ

LINDA BARATZ

ALLIANCE CAPITAL INVESTMENT CORP.

By:

Its:

By:

Name:

Title:

STUART W. SANDERSON

[Signature Page to Amended and Registration Rights Agreement]

STANLEY KAPLAN

[Signature Page to Amended and Restated Registration Rights Agreement]

Exhibit A

Series B Investors

ABS Capital Partners IV L.P.

ABS Capital Partners IV–A L.P.

ABS Capital Partners IV Offshore, L.P.

ABS Capital Partners IV Offshore Special, L.P.

Seligman Communications and Information Fund, Inc.

Seligman Investment Opportunities (Master) Fund-NTV Portfolio

Seligman Investment Opportunities (Master) Fund-NTV II Portfolio

Seligman New Technologies Fund, Inc.

Dell USA LP

The Folino Revocable Living Trust

Alliance Capital Investment Corp.

Lawrence Kaplan

Richard Friedman

Jeffrey Markowitz

Richard Feldman

Donald S. Tuck

Marc Suval

Stewart L. Krug

Erik Silver

Michael Goldstein

Stanley Goldstein

Barry Lax

Victor J. DiGioia

Brian C.Daughney

Scott Meyers

Donald E. Beeler, Jr.

Larry Baratz

Linda Baratz

Stuart W. Sanderson

Stanley Kaplan

Exhibit B

Series C Investors

ABS Capital Partners IV, L.P.

ABS Capital Partners IV-A, L.P.

ABS Capital Partners IV Offshore, L.P.

ABS Capital Partners IV Special Offshore, L.P.

TABLE OF CONTENTS

			Page
1.	REGISTRATION RIGHTS			2
	1.1.1	Demand Registration Rights		2
		1.1.2. Demand Procedures		2
		1.1.3. Delay by Company		3
		1.1.4. Reduction		3
		1.1.5. Withdrawal		4
	1.2.	Piggyback Registration Rights		4
		1.2.1. Request		4
		1.2.2. Reduction		5
	1.3.	Registration on Form S-3		5
	1.4.	Registration Procedures		5
	1.5.	Holdback Agreement		7
	1.6.	Registration Expenses		8
		1.6.1. Holder Expenses		8
		1.6.2. Company Expenses		8
		1.6.3. Indemnity and Contribution		9
	1.7.	Grant and Transfer of Registration Rights		11
	1.8.	Information from Holder		12
	1.9	Rule 144 Requirements		12
	1.10	Sale of Series B Stock or Series C Stock to Underwriter		12
	1.11	Changes in Series B Stock, Series C Stock or Common Stock		12
2.	DEFINITIONS			13
3.	MISCELLANEOUS			14
	3.1.	Entire Agreement; Amendment		14
	3.2.	Waiver		14
	3.3.	Termination		15
	3.4.	No Third Party Beneficiaries		15
	3.5.	Binding Effect		15
	3.6.	Governing Law		15
	3.7.	Notices		15
	3.8.	Execution in Counterparts		17

-i-

EX-10.12

EXHIBIT 10.12

AMENDMENT AND JOINDER AGREEMENT

Dated as of July 31, 2006

     Reference is made to that certain Amended and Restated Registration Rights Agreement, dated as of October 6, 2004 (the “Registration Rights Agreement”), by and among NSI Software, Inc. (subsequently re-named Double-Take Software, Inc. (the “Company”)), the Series B Investors named on Exhibit A thereto (the “Series B Investors”) and the Series C Investors named on Exhibit B thereto (together with the Series B Investors, the “Investors”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Registration Rights Agreement.

     WHEREAS, pursuant to the Registration Rights Agreement, the Company has granted the Investors certain rights with respect to the registration of the shares of the Company’s stock;

     WHEREAS, pursuant to a registration rights agreement entered into between the Network Specialists, Incorporated (predecessor by merger to the Company) and Silicon Valley Bank (“SVB”) as of October 16, 2003 (the “SVB Agreement”), SVB has as of the date hereof certain registration rights with respect to up to 90,000 shares of the Company’s Series B Convertible Preferred Stock (the “SVB Shares”) that SVB may purchase pursuant to a warrant dated October 16, 2003;

     WHEREAS, the Company’s board of directors (the “Board”) has determined that it is advisable and in the best interests of the Company to terminate the SVB Agreement and to provide for SVB to become a party to the Registration Rights Agreement as a Holder and for the SVB Shares to be treated as Registrable Securities thereunder; and

     WHEREAS, the Investors set forth on the signature pages hereto desire to amend the Registration Rights Agreement to provide for SVB to become a party to the Registration Rights Agreement as a Holder and for the SVB Shares to be treated as Registrable Securities thereunder, in each case, upon the terms and conditions set forth herein;

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

          1. The eighth paragraph of Section 2 of the Registration Rights Agreement is hereby replaced with the following:

          “Holders” shall mean (i) the Series B Investors, (ii) the Series C Investors, and (iii) Silicon Valley Bank, who hold Registrable Securities, and any other person or

entity that is a valid transferee of the rights granted hereunder pursuant to Section 1.7 hereof.”

          2. The twelfth paragraph of Section 2 of the Registration Rights Agreement is hereby replaced with the following:

          “Registrable Securities” shall mean (i) shares of Common Stock, issued or issuable upon conversion of the Series B Stock, now held or subsequently acquired by the Holder, (ii) shares of Common Stock, issued or issuable upon conversion of shares of Series B Stock, now held or subsequently purchased by Silicon Valley Bank pursuant to the exercise from time to time of a warrant dated October 16, 2003, (iii) shares of Common Stock, issued or issuable upon conversion of the Series C Stock, now held or subsequently acquired by the Holder and (iv) any equity securities issued as a distribution with respect to or in exchange for or in replacement for any of the shares referred to in clauses (i), (ii) and (iii); provided, however, that Registrable Securities shall not include any securities that have been previously sold pursuant to a registration statement filed under the Act or under Rule 144 promulgated under the Act, or which have otherwise been transferred in a transaction in which the transferor’s rights under this Agreement are not assigned, or, as to any Holder, all of such Holder’s shares if all of such shares are then eligible for sale in a single transaction under Rule 144(k) promulgated under the Act.”

          3. Upon its execution and delivery of a counterpart signature to this Amendment and Joinder Agreement, Silicon Valley Bank shall become a Holder under the Registration Rights Agreement, as amended, with respect to its Registrable Securities, and shall be entitled to the rights of, and subject to the obligations of, a Holder thereunder.

          4. This Amendment and Joinder Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed under the laws of the State of New York (excluding the choice of law rules thereof).

          5. Notwithstanding any statement to the contrary set forth in this Amendment and Joinder Agreement, this Amendment and Joinder Agreement shall cease to be effective if Investors holding at least two thirds of all of the outstanding shares of Registrable Securities have not executed this Amendment and Joinder Agreement by August 31, 2006.

***

[CONTINUED ON NEXT PAGE]

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     IN WITNESS WHEREOF, the undersigned has executed this Amendment and Joinder to the Amended and Restated Registration Rights Agreement dated as of the date first above written.

THE COMPANY:

DOUBLE-TAKE SOFTWARE, INC.

By:

Title:

THE NEW HOLDER:

SILICON VALLEY BANK

By:

Title:

Double-Take Software, Inc.

Counterpart Signature Page to Amendment and Joinder dated July 31, 2006

     IN WITNESS WHEREOF, the undersigned has executed this Amendment and Joinder to the Amended and Restated Registration Rights Agreement dated as of the date first above written.

INVESTOR: ABS CAPITAL PARTNER IV, L.P. By: ABS Capital Partners IV, LLC Its: General Partner
By:
	Name:	Laura Witt
	Title:	Managing Member
ABS CAPITAL PARTNERS IV-A, L.P. By: ABS Capital Partners IV, LLC Its: General Partner
By:
	Name:	Laura Witt
	Title:	Managing Member
ABS CAPITAL PARTNERS IV OFFSHORE, L.P. By: ABS Capital Partners IV, LLC Its: General Partner
By:
	Name:	Laura Witt
	Title:	Managing Member
ABS CAPITAL PARTNERS IV SPECIAL OFFSHORE, L.P. By: ABS Capital Partners IV, LLC Its: General Partner
By:
	Name:	Laura Witt
	Title:	Managing Member

EX-10.13

Exhibit 10.13

STANDARD OFFICE LEASE

Lake Pointe Center 3

8470 Allison Pointe Blvd.

Indianapolis, Indiana 46250

LEASE AGREEMENT

THIS LEASE AGREEMENT made and entered into between
E-L Allison Pointe II, LLP (“Landlord”) and Network Specialists, Incorporated (“Tenant”).

WITNESSETH:

1. Premises and Term. In consideration of the obligation of Tenant to pay rent as herein provided, and in consideration of the other terms, provisions, and covenants hereof, Landlord hereby demises and leases to Tenant, and Tenant hereby accepts and leases from Landlord, the following described space, to wit: the entire third floor, consisting of 23,668 square feet, and a portion of the second floor, consisting of 11,213 square feet (collectively, the “Initial Space”), to be later expanded per the terms and conditions herein, to include the remainder of the entire second floor, consisting of an additional 10,548 square feet (the “Expansion Space”), for a total area of 45,429 square feet; as shown and outlined in red on the plan attached hereto as Exhibit A, all of which is located in the building commonly known as Lake Pointe Center 3, 8470 Allison Pointe Blvd., Indianapolis, Indiana, (the “Building”), situated on the real property described in Exhibit B attached hereto (the “Property”), which Property includes associated parking and other improvements and no other buildings. Throughout this Lease, “leased premises” means and refers to the Initial Space until the Expansion Space Rent Commencement Date (as defined below), and thereafter to the Initial Space and the Expansion Space, collectively, or, if the context so requires, separately. The leased premises shall be used for the following purposes and no others: General and executive offices and other uses incidental thereto.

     TO HAVE AND TO HOLD the same for a term of one hundred twenty (120) months commencing on August 1, 2000 and ending July 31, 2010 (subject to adjustment of such dates as provided below in the event of earlier or later possession of the leased premises by Tenant), unless terminated or extended pursuant to any provision hereof. Tenant acknowledges that no representations as to the repair of the leased premises, nor promises to alter, remodel or improve the leased premises have been made by Landlord, unless such are expressly set forth in this lease.

A. If the date of substantial completion (as defined below) is a date other than August 1, 2000, then the date three (3) days after the date of substantial completion shall be deemed the “commencement date” of the term of this lease; and if the commencement date is the first day of the month, the tem shall continue for exactly one hundred twenty (120) months from the commencement date. If the commencement date is not the first day of a month, the term shall be extended by the number of days remaining in the calendar month in which the commencement

date occurs, so as to end on the last day of the 120^th full calendar month following the commencement date.

B. The “Expansion Space Rent Commencement Date” means (i) the first day of the fifteenth (15^th) full calendar month of the Lease, or (ii) such earlier date that Tenant specifies in its written notice of election, but not earlier than January 1, 2001, to take early possession of the Expansion Space pursuant to Paragraph 1.F below; provided, however, that if Tenant’s possession of the Expansion Space is delayed because tenant improvement work to be completed by Landlord in the Expansion Space is not substantially completed on or before the Expansion Space Rent Commencement Date, then the Expansion Rent Commencement Date shall be postponed until such substantial completion date, except that the Expansion Rent Commencement Date shall be accelerated by the number of days, if any, that such substantial completion is delayed by reason of Tenant Delays (as defined below).

C. The “date of substantial completion” means the date on which Landlord has sufficiently completed the Building, the Initial Space (for purposes of the Lease commencement date) or the Expansion Space (for purposes of the Expansion Space Rent Commencement Date), and other improvements on the Property in accordance with the plans and specifications of Landlord and in compliance with applicable laws, other than (a) work outside the leased premises, so long as parking is available and such work does not unreasonably interfere with Tenant’s access to the leased premises, and (b) incomplete work items in the leased premises, the unavailability or incompletion of which will not unreasonably interfere with Tenant’s use of the leased premises, as identified on a written punch list (the “Punch List”) prepared jointly by Landlord and Tenant in connection with Tenant’s pre-occupancy inspection(s) of the leased premises; provided, however, that if Landlord shall be delayed in such substantial completion as a result of Tenant Delays, then, notwithstanding the actual date of substantial completion and commencement date of this Lease, the date on which Tenant’s rent obligations commence shall be accelerated by the number of days that substantial completion is delayed by reason of Tenant Delays; and such rent shall be due and payable on the earlier of the date Tenant takes possession or the first day of the month following such accelerated rent commencement date, at a per diem rate based on the rent applicable during the first month of the Lease term, in addition to all rent due and payable hereunder on or after the commencement date.

D. “Tenant Delays,” as used herein means: (i) if all plans and specifications and all required Tenant selections for tenant improvement work to be performed by Landlord in the leased premises have not been approved and made by Tenant on or prior to the date of Landlord’s execution of this Lease, the failure of Tenant to approve such plans and specifications or make such selections, in whole or in part, within seven (7) days after execution of this Lease (assuming this Lease is executed on or before June 12, 2000) as to the Initial Space, or on or before July 1, 2001, as to the Expansion Space; (ii) Tenant’s selection (or changed selection) after Landlord’s execution of this Lease of materials, finishes or installations other than Landlord’s standard, provided that Landlord informs Tenant of the likelihood of delayed completion promptly after Landlord becomes aware that such Tenant selection may result in such delay; (iii) any change order requested by Tenant in plans, specifications, or selections after the date of Landlord’s execution of this Lease, provided that Landlord informs Tenant of the likelihood of delayed completion on or before the date that Landlord^’s written agreement to or approval of such change

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order is communicated to Tenant; or (iv) interference with or hindrance of Landlord’s work by any employee, contractor or agent of Tenant.

E. Because the Consolidated City of Indianapolis, Marion County, Indiana does not issue certificates of occupancy, conduct pre-occupancy inspections or otherwise condition occupancy of office buildings on any governmental action or approval, the date of substantial completion shall be determined as follows: Landlord shall notify Tenant in writing as soon as Landlord deems the Building, other improvements, and the leased premises to be completed and ready for occupancy as aforesaid, and shall immediately thereafter permit up to three (3) employees and/or representatives of Tenant, in the company of one or more agents, contractors or representatives of Landlord and during normal business hours or by appointment, to inspect the Building, improvements and leased premises. In the event that the Building, other improvements, or the leased premises have not in fact been substantially completed as aforesaid, Tenant shall notify Landlord in writing of its objections within five (5) business days after Tenant receives the aforesaid notice of substantial completion from Landlord. Landlord shall have thirty (30) days after delivery of such notice in which to take such corrective action as Landlord deems necessary, except as to items involving Tenant Delays, unavailability of materials or other matters beyond Landlord’s control, which Landlord shall proceed diligently to complete within a reasonable time under the circumstances. Landlord shall notify Tenant in writing as soon as its corrective action, if any, has been completed and it has determined that the Building, other improvements, and the leased premises are substantially completed and prepared for Tenant’s final pre-occupancy inspection. As to each inspection by Tenant hereunder, approval by Tenant shall not be unreasonably withheld or delayed, but may be conditioned upon Landlord’s reasonable approval of and agreement to complete the Punch List, provided that neither the preparation of nor the completion of work on the Punch List shall delay or otherwise affect the date of substantial completion. In the event of any dispute as to when and whether the work performed or required to be performed by Landlord has been substantially completed, the certificate of an A.I.A. registered architect in the form of AIA G704 shall be conclusive evidence of such completion, effective on the date of the delivery of a copy of such certificate to Tenant.

F. Prior to the Expansion Rent Commencement Date, the Expansion Space shall be partitioned off and shall be inaccessible to and unavailable for use by Tenant. Landlord shall have access to and use of the Expansion Space until the Expansion Rent Commencement Date. At Tenant’s option, Tenant may notify Landlord upon sixty (60) days prior written notice that it elects to occupy the Expansion Space sooner than the first (1^st ) day of the fifteenth (15^th) calendar month of the term. Landlord will then commence the construction of tenant improvements in the Expansion Space using similar construction materials and quality as that described in Exhibit C attached hereto. Landlord will provide the building standard ceiling, light fixtures, doors, floor covering and no more than one hundred twenty five (125) lineal feet of building standard partition wall per 1,000 square feet of floor area. Any above-standard finish materials, electrical work, flooring or excess construction will be at the sole cost and expense of Tenant.

G. If the Building and Initial Space are not substantially completed by March 1, 2001, or if the Expansion Space is not substantially completed by March 1, 2002, excepting that the number of days of delay, if any, caused by Tenant Delays or force majeure (as defined in Paragraph 12.C), Tenant shall be entitled to liquidated damages in the form of a credit in an amount equal to one-half (¹/2) day’s per diem base rent for each day of unexcused delay, to

3

be applied against base rent due and payable hereunder from and after the commencement date.

H. Landlord shall deliver the Initial Space and Expansion Space to Tenant broom clean and free of debris (except as may otherwise be noted in the Punch List). Upon taking possession of the leased premises, Tenant shall execute and deliver to Landlord a letter of acceptance of delivery of the leased premises in the form of Exhibit E attached hereto and made a part hereof, which shall conclusively establish Tenant’s acceptance of the leased premises, subject to the Punch List, if any, and to latent defects not reasonably discoverable upon Tenant’s pre-occupancy inspection, provided that written notice thereof is given by Tenant to Landlord within ninety (90) days after Tenant takes possession.

2. Letter of Credit

A. Within five (5) business days after Landlord’s execution and delivery to Tenant of this Lease, Tenant shall deliver to Landlord an irrevocable standby letter of credit (the “Letter of Credit”) in the amount of One Million and 00/100 Dollars ($1,000,000.00) issued by Summit Bank or another bank reasonably acceptable to Landlord and having an office in Indianapolis, Indiana, or otherwise approved by Landlord in its sole discretion. The Letter of Credit shall name Landlord as beneficiary, shall be substantially identical in form and substance to that attached hereto as Exhibit F, and shall be held by Landlord as security for the full, timely and faithful performance of Tenant’s covenants and obligations under this lease, it being expressly understood and agreed that the Letter of Credit does not constitute an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. The Letter of Credit shall be renewed or replaced annually by Tenant not less than twenty (20) days prior to its expiration date, subject to reduction of the amount thereof as provided in Paragraph 2.B below. Upon the occurrence of any event of default by Tenant, Landlord may, from time to time, without prejudice to any other remedy provided herein or provided by law, draw upon the Letter of Credit in accordance with its terms, to the extent necessary to make good any rent or other payments due and unpaid beyond the applicable cure or grace period (and remaining unpaid as of the date of Landlord’s draw under the Letter of Credit), and any other damage, injury, expense or liability caused by any event of default by Tenant, as set forth in Section 18, provided that Landlord shall provide Tenant ten (10) days’ advance written notice of its intention to draw on the Letter of Credit; and Tenant shall promptly following any such draw cause the issuing bank to restore the Letter of Credit to its original amount. Further, Landlord shall have the right to draw the full amount of the Letter of Credit if it is not renewed and replaced by Tenant twenty (20) days prior to the scheduled expiration thereof.

C. Upon expiration of the second (2nd) full Lease year, provided that at the time there is no uncured Tenant default (as defined below), the Tenant shall be entitled to reduce the amount of the Letter of Credit to Five Hundred Thousand Dollars ($500,000.00), either by amendment or modification of the Letter of Credit or by delivering to Landlord a replacement Letter of Credit in said amount, and Landlord shall promptly take such action as is required by the issuer to effect such amendment or modification, or shall return the original Letter of Credit to Tenant, as the case may be. Upon expiration of the fifth (5th) full Lease year, provided that at the time there is no uncured Tenant default (as defined below), Landlord shall return the Letter of Credit to Tenant. Notwithstanding the foregoing, in the event of any earlier termination of this Lease (including but not limited to any termination under Paragraph 11.D, or resulting from fire or casualty as provided

4

in Paragraph 12, or from condemnation as provided in Paragraph 15), the Letter of Credit shall be returned to Tenant within twenty (20) days after the later of (i) the date of termination of this Lease, or (ii) the date Tenant has vacated and removed all of its property required by this Lease to be removed by Tenant, provided that at the time there is no uncured default. For purposes of this Paragraph 2, an uncured Tenant default means a default as to which any required notice of default has been given by Landlord and the applicable cure period, if any, has expired under Paragraph 18, provided that if the applicable cure period has not expired then Landlord may defer its determination of the existence of such uncured Tenant default, and its reduction or release of the Letter of Credit until the date of expiration of such cure period. If an uncured Tenant default exists on at the applicable reduction or release date, then the scheduled reduction or release shall be deferred for such reasonable time thereafter, not exceeding thirty (30) days, as Landlord shall require to determine and draw under the Letter of Credit the amount to which it is entitled as provided in Paragraph 2.A above. Subject to the other terms and conditions contained in this Lease, if the Building is conveyed by Landlord, the Letter of Credit shall be assigned in writing and delivered to Landlord’s grantee in accordance with any applicable terms, conditions or requirements of the issuing bank, and if so assigned and delivered, Tenant hereby releases Landlord from any and all obligations or liability with respect to the Letter of Credit arising after the date of such assignment.

3. Base Rent and Adjustments to Base Rent.

A. Tenant agrees to pay to Landlord for the leased premises, in lawful money of the United States, base rent for the entire term hereof at the applicable annual rates specified in the schedule set forth in Paragraph 3.B below, due and payable in monthly installments in advance on the first day of each calendar month during the term in the respective amounts specified in the schedule set forth in Paragraph 3.B below, provided that the installment for the first (1^st ) month’s base rent shall be due and payable on the date of full execution of this Lease, and the pro-rata amount due for any partial month at the beginning of the term (and the pro-rata amount due for any partial month with respect to the Expansion Space) shall be due and payable on the first (1^st) day of the following calendar month. All rent and other payments due and payable under this Lease shall be made to Landlord at the address set forth in Paragraph 24, without demand, deduction or setoff, and without relief from valuation and appraisement laws.

B. The annual rates of base rent, and monthly installments thereof, due and payable during the term of this Lease shall be as follows:

i.

During any partial calendar month at the beginning of the term and each full calendar month through December 31, 2000: annual rate of Four Hundred Ninety-one Thousand One Hundred Twelve and 00/100 Dollars ($491,112.00) ($20.75 per square foot, charged only with respect to 23,668 square feet), payable in equal monthly installments of Forty Thousand Nine Hundred Twenty-six and 00/100 Dollars ($40,926.00).

ii.

January 1, 2001 through the 12th full calendar month: annual rate of Seven Hundred Twenty-three Thousand Seven Hundred Eighty and 72/100 Dollars ($723,780.00) ($20.75 per square foot, 34,881 square feet), payable in equal monthly installments of Sixty Thousand Three Hundred Fifteen and 00/100 Dollars ($60,315.00), provided that if Tenant so elects and the Expansion Space Rent Commencement Date occurs during this period,

5

	then the monthly installments shall increase to Seventy-eight Thousand Five Hundred Fifty-four and 00/100 Dollars ($78,554.00) from and after the Expansion Rent Commencement Date;
iii.	Calendar months 13 through 24: (a) annual rate of Seven Hundred Thirty-eight Thousand Four Hundred Thirty-two and 00/100 Dollars ($738,432.00) ($21.17 per square foot, 34,881 square feet), payable in equal monthly installments of Sixty-one Thousand Five Hundred Thirty-six and 00/100 Dollars ($61,536.00) until the Expansion Space Rent Commencement Date; and (b) annual rate of Nine Hundred Sixty-one Thousand Seven Hundred Twenty-eight Dollars ($961,728.00), payable in equal monthly installments of Eighty Thousand One Hundred Forty-four Dollars and 00/100 ($80,144.00) from and after the Expansion Rent Commencement Date;
iv.	Calendar months 25 through 36: annual rate of Nine Hundred Eighty Thousand Eight Hundred Eight and 00/100 Dollars ($980,808.00), payable in equal monthly installments of Eighty One Thousand Seven Hundred Thirty Four and 00/100 Dollars ($81,734.00);
v.	Calendar months 37 through 48: annual rate of One Million Three Hundred Forty-four and 00/100 Dollars ($1,000,344.00), payable in equal monthly installments of Eighty Three Thousand Three Hundred Sixty Two and 00/100 Dollars ($83,362.00);
vi.	Calendar months 49 through 60: annual rate of One Million Twenty Thousand Three Hundred Thirty-six and 00/100 Dollars ($1,020,336.00), payable in equal monthly installments of Eighty Five Thousand Twenty Eight and 00/100 Dollars ($85,028.00);
vii.	Calendar months 61 through 72: annual rate of One Million Forty Thousand Seven Hundred Eighty-four and 00/100 Dollars ($1,040,784.00), payable in equal monthly installments of Eighty Six Thousand Seven Hundred Thirty Two and 00/100 Dollars ($86,732.00);
viii.	Calendar months 73 through 84: annual rate of One Million Sixty-one Thousand Two Hundred Twenty and 00/100 Dollars ($1,061,220.00), payable in equal monthly installments of Eighty Eight Thousand Four Hundred Thirty Five and 00/100 Dollars ($88,435.00):
ix.	Calendar months 85 through 96: annual rate of One Million Eighty-two Thousand Five Hundred Sixty-eight and 00/100 Dollars ($1,082,568.00), payable in equal monthly installments of Ninety Thousand Two Hundred Fourteen and 00/100 Dollars ($90,214.00);
x.	Calendar months 97 through 108: annual rate of One Million One Hundred four Thousand Three Hundred Eighty-four and 00/100 Dollars ($1,104,384.00), payable in equal monthly installments of Ninety Two Thousand Thirty Two and 00/100 Dollars ($92,032.00); and
xi.	Calendar months 109 through 120: annual rate of One Million One Hundred Twenty-six Thousand Six Hundred Forty-four and 00/100 Dollars ($1,126,644.00), payable in equal monthly installments of Ninety Three Thousand Eight Hundred Eighty Seven and 00/100 Dollars ($93,887.00).

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4. Taxes.

A. Landlord agrees to pay all real estate taxes, general and special assessments and governmental charges of any kind and nature whatsoever (collectively “real estate taxes”) lawfully levied against the Property, the Building, and the grounds, parking areas, driveways and alleys around the Building. If for any real estate tax year applicable to the term hereof (or any extension of such term), such taxes payable for such tax year shall exceed the sum of ONE HUNDRED THIRTY THREE THOUSAND EIGHT HUNDRED AND 00/100 DOLLARS ($133,800.00) (“Landlord’s Share,” which Landlord represents to be a reasonable estimate based on the actual real estate taxes per square foot charged with respect to comparable fully assessed properties, of the real estate taxes that would be payable with respect to the Property and Building in the year 2000 were it fully assessed), Tenant shall pay to Landlord as additional rent upon demand at the time the bill for such tax year issues, its proportionate share (as defined in Paragraph 25J) of the amount of such excess applicable to each installment less any monthly payments paid by Tenant as provided below for such tax year. Upon the issuance of the bill for taxes to be paid in the calendar year in which the commencement date falls and upon the issuance of the bill in each succeeding year, Tenant shall, upon Landlord’s request, commencing with the first day of the month next succeeding the date on which the first installment of such bill is due without penalty and on the first day of each of the next eleven (11) months, pay as additional rent, and not as a deposit, one-twelfth (1/12th) of its proportionate share of the amount by which the taxes paid in such calendar year exceeded Landlord’s Share. In addition, Tenant shall pay upon demand its proportionate share of any reasonable and actual contingent fees, expenses and costs incurred by Landlord in protesting or appealing any assessments, levies or the tax rate, provided that there existed a reasonable basis therefor, which shall be conclusively established if such protest or appeal is successful in material part at any level of the proceedings, or if so stated in a written opinion of a qualified real estate tax attorney or accountant.

B. If at any time during the term of this lease, the present method of taxation shall be changed so that in lieu of the whole or any part of any real estate taxes, assessments or governmental charges presently levied, assessed or imposed on real estate and the improvements thereon by any applicable state, county, municipal or other governmental unit, there shall be levied, assessed or imposed on Landlord a capital levy, excise, sales or other tax imposed, assessed, levied or charged directly on the Property, the Building, or the rents therefrom, or measured by or based, in whole or in part, upon the value, sum, amount or other calculation factor attributable to or derived from or with respect to the Property, Building or rents therefrom, then all or the part of such new taxes, assessments, levies or charges so measured or based that replaces the present method of taxation in whole or in part shall be deemed to be included within the term “taxes” for the purposes hereof. For this purpose, whether a change in the method of taxation constitutes a tax in lieu of or replacing the present method of taxation shall be determined on the basis of the relative timing of changes enacted by the legislature and any and all available evidence of legislative intent, including but not limited to testimony in committee hearings and public statements of legislative sponsors and other public officials.

C. As used herein, the term real estate taxes shall exclude (1) federal, state or local net income taxes, (2) franchise, gift, transfer, excise (except as provide in 4.B above), capital stock, estate, succession or inheritance taxes, and (3) penalties or interest charged for late payment of taxes.

7

D. Any payment to be made pursuant to this Paragraph 4 with respect to the real estate tax year in which this lease commences or terminates shall be prorated.

5. Operating Cost Escalation.

A. If, in any calendar year falling partly or wholly within the tem of this lease, Operating Costs (as hereinafter defined ) paid or incurred by Landlord shall exceed the sum of THREE HUNDRED THIRTY FOUR THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($334,500.00) (which Landlord represents to be a reasonable estimate of the annual Operating Costs of the Property and Building for a full year of operations under full occupancy at current operating expense levels, based on actual operating expenses per square foot incurred or being incurred with respect to comparable fully-leased buildings owned by Landlord), Tenant shall pay upon demand to Landlord for such year as additional rent its proportionate share of such excess calculated on the basis of the ratio set forth in Paragraph 25J.

     As used in this lease, the term “Operating Costs” shall mean any and all expenses, costs and disbursements (other than taxes) of any kind and nature whatsoever incurred by Landlord in connection with the ownership, leasing, management, maintenance, operation and repair of the Building or the Property or any improvements situated on the Property (including, without limitation, the costs of maintaining and repairing parking lots, parking structures, and easements, property management fees, salaries, fringe benefits and related costs of all employees at or below the level of building manager or superintendent working exclusively on the property, and for other employees, if any, the applicable hourly rate or other fair and reasonable allocation charged only for the performance of functions or services specific to the Building or the Property, insurance costs of every kind and nature attributable to the Building or the Property, heating and air conditioning, electricity and other utility costs for leased and common areas, light bulbs, light tubes and light fixture starters, and the costs of routine repairs, maintenance and decorating) which Landlord shall pay or become obligated to pay in respect of a calendar year (regardless of when such operating costs were incurred), except the following: (i) costs of alterations of tenants’ premises or costs incurred in any dispute arising out of an alleged breach or violation by either party of a lease with another tenant; (ii) costs of capital improvements, costs of permits and licenses for constructing the Building and finishing out the common areas, and costs of curing construction defects; (iii) depreciation of capital improvements, except for amortization of the cost of any capital improvement made after the date of this lease which reduces Operating Costs, or which is required under any governmental law, regulation, or ordinance which was not applicable to the Building or Property as of the date of this lease, which shall be the only capital improvements included in Operating Costs (for this purpose, annual amortization shall be based on the useful life of any such improvement determined in accordance with generally accepted accounting principles, and the annual amortization of the cost of any such improvement shall include the annual interest incurred on a loan or loans, if any, incurred by Landlord to pay all or part of the cost of such improvement); (iv) rent or similar expenses or costs incurred in leasing air conditioning systems, elevators, or other equipment ordinarily considered to be of a capital nature, except equipment used in providing janitorial services that is not affixed to the Building; (v) interest and principal payments on mortgages, rents payable under any ground lease, and other debt costs; (vi) real estate brokers’ leasing commissions or compensation, and advertising and promotional expenses; (vii) any cost or expenditure (or portion thereof) for which Landlord is reimbursed, whether by insurance proceeds or otherwise, including repairs or other work resulting

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from fire or other casualty or cause to the extent actually covered by insurance for which premiums are charged as Operating Costs hereunder; (viii) costs of items and services for which Tenant reimburses Landlord (other than pursuant to this Paragraph 5) or pays directly to third parties, or that Landlord furnishes to any other tenant of the Building and for which Landlord is reimbursed by such tenant, or that Landlord provides selectively to one or more tenants of the Building and does not offer to Tenant without reimbursement; (ix) that portion, if any, of any payments made to subsidiaries or affiliates of Landlord for management or other services on or to the Property or for supplies or other materials, that exceeds the fair market value or price that would have been charged for such services, supplies, or materials had they been obtained in an arms’ length transaction with a person not a subsidiary or affiliate; (x) compensation paid to clerks, attendants, or other persons employed by Landlord in commercial concessions operated by Landlord for profit (and not as an amenity or incidental service provided on a non-discriminatory basis to all tenants); (xi) costs, fines, or penalties incurred because Landlord violated any governmental rule or authority; and (xii) costs incurred to test, survey, cleanup, contain, abate, remove or otherwise remediate hazardous wastes or asbestos containing materials on the Property, provided that this exclusion from Operating Costs shall not in any way limit or otherwise affect Tenant’s obligations under Paragraph 28.

B. In the event Landlord elects to self insure, insure with a deductible in excess of $1,000 or obtain insurance coverage in which the premium fluctuates in proportion to losses incurred, then Landlord shall (i) reasonably estimate on the basis of a premium quotation from a recognized carrier the amount of premium that Landlord would have been required to pay to obtain insurance coverage (or insurance coverage without such provisions) and such estimated amount shall be deemed to be an Operating Cost, and (ii) assume the risks associated with such self insurance, excess deductible or fluctuating premium (by excluding from Operating Cost the losses not covered, in the case of self insurance or excess deductible insurance, or excluding the portion, if any, of the floating premium in excess of a standard insurance premium). Landlord may, in a reasonable manner, allocate insurance premiums for so-called “blanket” insurance policies which insure other properties as well as the Building and the allocated amount shall be deemed to be an Operating Cost.

C. In the event during all or any portion of any calendar year the Building is not fully rented and occupied, Landlord may elect to make an appropriate adjustment in those Operating Costs, employing sound accounting and management principles, to determine Operating Costs that would have been paid or incurred by Landlord had the Building been fully rented and occupied (in order that utility expenses, janitorial costs and other such costs that are attributable to and vary according to occupied space in the Building for all or part of such year will be fairly and reasonably allocated to such occupied space for all or the applicable part of such year), and the amount so determined shall be deemed to have been Operating Costs for such year. This provision shall not apply to property insurance, Real Estate taxes and other fixed costs.

E. During December of each year or as soon thereafter as practicable, Landlord shall give Tenant written notice of its estimate of amounts payable under subparagraph A above for the ensuing calendar year. On or before the first day of each month thereafter, Tenant shall pay to Landlord as additional rent one-twelfth (1/12th) of such estimated amounts, provided that if such notice is not given in December, Tenant shall continue to pay on the basis of the prior year’s estimate until the first day of the month after the month in which such notice is given. If at any

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time it appears to Landlord that the amounts payable under subparagraph A above for the then current calendar year will vary from its estimate by more than five percent (5%), Landlord may, by written notice to Tenant, revise its estimate for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimate.

     Within ninety (90) days after the close of each calendar year or as soon thereafter as practicable, Landlord shall deliver to Tenant a statement showing the total amounts payable under subparagraphs 5.A throught 5.D above and Tenant’s proportionate share thereof. If such statement shows an amount due from Tenant that is less than the estimated payments previously paid by Tenant, Landlord shall credit such excess to the next installment of base rent payable hereunder. If such statement shows an amount due from Tenant that is more than the estimated payments previously paid by Tenant, Tenant shall pay the deficiency to Landlord, as additional rent, within thirty (30) days after delivery of the statement.

Tenant or its representatives (excluding any person or firm engaged by Tenant on a contingency fee basis or any other basis on which compensation is in whole or in part dependent upon results of the review, audit, examination or other services) shall have the right to examine Landlord’s books and records of Operating Expenses during normal business hours within sixty (60) days following the furnishing of the statement to Tenant. Unless Tenant takes written exception to any item within such sixty (60) day period following the furnishing of the statement to Tenant (which item shall be paid in any event), such statement shall be considered as final and accepted by Tenant. If Tenant does take exception to any item(s), and Landlord and Tenant are unable to resolve their differences within sixty (60) days then either party may, at its option, submit the dispute to arbitration by a qualified independent arbitrator selected by Tenant from a list of not less than five (5) (at least one of whom shall be a nationally recognized certified public accounting firm) proposed by Landlord. Except as provided herein or as may otherwise be mutually agreed at the time, the commercial arbitration rules of the American Arbitration Association shall apply, The cost of such arbitration shall be borne equally between Landlord and Tenant, except that: (i) if the arbitrator concludes that Tenant was over-billed an amount less than three percent (3%) of its proportionate share of Operating Costs, then Tenant shall bear the entire cost thereof, and (ii) if the arbitrator concludes that Tenant was over-billed an amount greater than five percent (5%) of its proportionate share of Operating Costs, then Landlord shall bear the entire cost thereof. Unless either party appeals the decision of the arbitrator within thirty (30) days after it is rendered, the decision shall be binding and Landlord and Tenant shall pay the award and/or the costs, as the case may be, within said thirty (30) day period.

F. If Landlord selects the accrual accounting method rather than the cash accounting method for operating expense purposes, Operating Costs shall be deemed to have been paid when such expenses have accrued.

6. Electric Service; Excess Electric Usage.

A. On or before the commencement date, Landlord shall cause all necessary and sufficient utility lines and facilities to be installed, available and operational in the Building to provide for, and shall cause the electric utility to furnish to the leased premises electric current for, lighting (together with bulbs, tubes and starters to be furnished by Landlord), air conditioning and office machines such as personal computers and peripherals, typewriters, adding machines, copying

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machines, calculators and machines of similar low electrical consumption, all in sufficient quantity and at such voltage as is reasonable, normal and appropriate for use of the leased premises as general office space. Except as otherwise provided in the following provisions of this Paragraph 6.A, electricity provided to Tenant is included in the Base Rent payable under Paragraph 3 or in Tenant’s share of Operating Costs payable under Paragraph 5. To the extent Tenant is not billed directly by a public utility, Tenant shall pay (x) its proportionate share of those electrical costs included in Operating Costs pursuant to Paragraph 5, and (y) upon demand as additional rent (in addition to its proportionate share of Operating Costs) for all electricity, if any, used by Tenant (i) in excess of the amount of electricity which Landlord reasonably determines to be normal (by comparison to other general office electrical usage in the Building) for use of the leased premises as general office space, provided that charges billed by Landlord under this clause (i) shall not relate back to utility charges billed to Landlord more than ninety (90) days prior to Landlord’s statement to Tenant; (ii) if Tenant connects with electric current (except through existing electrical outlets in the leased premises) any apparatus or device for the purpose of using electric current, and (iii) if Tenant requests extra electricity after normal Building hours, as provided in Paragraph 8 below. If Tenant shall require electric current in excess of that which is reasonably obtainable from existing electric outlets and normal for use of the leased premises as general office space, then Tenant shall first procure the consent of Landlord (which consent will not be unreasonably withheld), and shall pay, as additional rent (a) all costs of installation of all facilities necessary to furnishing such excess capacity and (b) for all such excess electricity usage, based upon an electrical survey or other reasonable method of determination by Landlord of the cost thereof. Landlord’s determination of what is reasonable, normal and appropriate electrical consumption for general office use in the Building may be based on any reasonable method, including industry standards or an electrical survey of usage in the Building, so long as Landlord’s determination is reasonable and uniformly applied to Building tenants.

B. Interruptions of any service resulting from any cause shall not be deemed an eviction or disturbance of Tenant’s use and possession of the leased premises or any part thereof, or render Landlord liable for damages by abatement of rent or otherwise or relieve Tenant from performance of Tenant’s obligations under this lease, except that if: (a) Tenant’s ability to conduct its business in the leased premises is materially impaired as a result of a failure to provide or interruption of an essential service caused by Landlord’s negligence or willful misconduct or gross negligence, (b) the restoration of services is within Landlord’s reasonable control to remedy, and (c) such material impairment of Tenant’s ability to conduct its business in the leased premises continues for a period exceeding five (5) consecutive full business days, then base rent shall be abated until the services are restored; and should such material impairment continue unabated for a period exceeding thirty (30) consecutive full business days, then Tenant, in addition to any other available remedies, shall be entitled, at its option, to secure such service(s) and deduct the cost thereof from its share of the Operating Costs otherwise payable as additional rent (but not from base rent) otherwise due under this Lease.

7. Alterations. On or prior to the commencement date, Landlord agrees to substantially complete the installation at Landlord’s cost and expense of the improvements described in Exhibit C attached hereto, all of which shall be building standard unless otherwise approved in writing by Landlord. All other improvements to the leased premises shall be installed at the cost and expense of Tenant (which cost shall be payable as additional rent within fifteen (15) days after demand by Landlord), but only in accordance with plans and specifications which have been

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previously approved in writing by both Tenant and Landlord, and only by Landlord or by contractors and subcontractors approved in writing by Landlord (which approval shall not be unreasonably withheld). In connection with any request for an approval of alterations by Tenant (whether before or after the commencement date), Landlord may retain the services of an architect and/or engineer and Tenant shall reimburse Landlord for the reasonable fees of such architect and/or engineer not to exceed $ 1,500.00, unless written notice of a higher amount is given to Tenant prior to being incurred. All alterations, additions, improvements and partitions installed or erected by Tenant shall be and remain the property of Tenant during the term of this lease and Tenant shall, unless Landlord otherwise elects as hereinafter provided, remove all such alterations, additions, improvements and partitions installed or erected by Tenant (but not the initial improvements installed by Landlord) and, by the date of termination of this lease or upon earlier vacating of the leased premises, restore the leased premises to the condition existing prior to such alterations, additions, improvements and partitions; provided, however, that, Landlord shall give written notice to Tenant of the requirement of removal or its election not to require removal of each such alteration, addition, improvement or partition at or before the time Landlord issues its approval of the plans and specifications submitted therefor by Tenant. All such alterations, additions, improvement and partitions not removed shall become the property of Landlord as of the date of termination of this lease or upon earlier vacating of the leased premises and title shall pass to Landlord under this lease as by a bill of sale. All such removals and restoration shall be accomplished in a good workmanlike manner by contractors approved in writing by Landlord so as not to damage the leased premises or the Building. All alterations, additions or improvements proposed by Tenant shall be constructed in accordance with all governmental laws, ordinances, rules and regulations and Tenant shall, prior to construction, provide such assurances to Landlord, including but not limited to, waivers of lien, surety company performance bonds and personal guaranties of individuals of substance, as Landlord shall require to assure payment of the costs thereof and to protect Landlord against any loss from any mechanics’, laborers’, materialmen’s or other liens.

8. Service. Landlord agrees to furnish Tenant, while occupying the leased premises, water, hot, cold and refrigerated at those points of supply provided for general use of tenants; heated and refrigerated air conditioning in season at such times as Landlord normally furnishes these services to all tenants of the Building (which hours shall be not less than 8:00 A.M. to 6:00 P.M., Monday through Friday, and 8:00 A.M. to 12:00 Noon on Saturdays, excluding recognized holidays), and at such temperatures and in such amounts as are in accordance with any applicable statutes, rules or regulations and are considered by Landlord to be standard (as set forth in Exhibit C), such service at such weekday and Saturday times and on Sundays and holidays to be available upon prior request by Tenant (Landlord hereby reserves the rights to establish reasonable rules and regulations for requesting such additional service and to charge Tenant for any such additional service requested by Tenant at a cost reasonably determined by Landlord in accordance with Paragraph 6 based on Landlord’s incremental cost in providing such service, not to increase beyond actual increase in Landlord’s cost (currently $25.00 per floor per hour); janitor service to the leased premises on weekdays other than holidays and window washing in accordance with the janitorial and cleaning service schedule attached as Exhibit H to this Lease, which schedule shall be subject to change as may from time to time in the Landlord’s judgment be reasonably required, consistent with schedules for comparable buildings in the vicinity; operatorless passenger elevators for ingress and egress to the floor on which the leased premises are located, provided that Landlord may reasonably limit the number of elevators to be in operation on Saturdays, Sundays,

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and holidays; but, except as otherwise provided in Paragraph 6, failure to any extent to furnish or any stoppage or interruption of these defined services, resulting from any cause, shall not render Landlord liable in any respect for damages to any person, property, or business, nor be construed as an eviction of Tenant or work an abatement of rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof. Should any equipment, machinery, utility line or other service facility installed or furnished by Landlord furnished cease to function properly, Landlord shall use reasonable diligence to repair the same promptly and within thirty (30) days after Landlord receives notice from Tenant or otherwise of such failure, unless such repair cannot reasonably be completed with said thirty (30) day period, in which event Landlord shall provide notice to Tenant of the reasonable time period within such repair can be completed and shall complete the same within said time period; but Tenant shall have no claim for rebate of rent or damages on account of any interruptions in service occasioned thereby or resulting therefrom, except as otherwise provided in Paragraph 6. Whenever heat generating machines or equipment are used by Tenant in the leased premises which affect the temperature otherwise maintained by the air conditioning equipment, Landlord reserves the right to (a) require Tenant, at its sole expense, to install supplementary air conditioning units in the leased premises (or for the use of the leased premises); and (b), if Tenant fails to commence such installation within thirty (30) days and complete such installation as soon as possible thereafter, and in any event within sixty (60) days after written notice, then Landlord, at its option, may do so and the expense of such purchase, installation, maintenance, repair and operation shall be paid by Tenant upon demand as additional rent. This preceding sentence does not apply to any supplementary equipment installed by Landlord as part of initial Tenant Improvements per Exhibit C.

Tenant shall not provide any janitorial services without Landlord’s written consent and then only subject to supervision of Landlord and by a janitorial contractor or employees at all times satisfactory to Landlord. Any such services provided by Tenant shall be Tenant’s sole risk and responsibility.

9. Use of Premises.

A Tenant will not occupy or use, nor permit any portion of leased premises to be occupied or used, for any business or purpose other than that described above or for any use or purpose which is unlawful in part or in whole or deemed to be disreputable in any manner, or extra hazardous on account of fire, nor permit anything to be done which will render void or in any way increase the rate of insurance on the Building or its contents, and Tenant, shall immediately cease and desist from such use, paying all costs and expense resulting therefrom.

B. Tenant shall at its own cost and expense promptly obtain any and all licenses and permits necessary for any permitted use. Tenant shall comply with all governmental laws, ordinances and regulations applicable to Tenant’s use and occupancy of the leased premises, and shall promptly comply with all governmental orders and directives for the correction, prevention and abatement of any violations or nuisances resulting from its use of, operations in or alterations, additions or improvements to or in the leased premises, all at Tenant’s sole expense, except that Landlord represents that the Building and leased premises will be constructed in compliance with applicable laws and ordinances, and Landlord shall be responsible for correcting any and all improvements installed or constructed prior to Tenant’s occupancy in the Building or leased premises in violation of laws or ordinances applicable at the time the work was completed by Landlord. If, as a result of

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any change in the governmental laws, ordinances, and regulations, the leased premises must be altered to lawfully accommodate Tenant’s particular use and occupancy, such alterations shall be made only with the consent of Landlord, but the entire cost shall be borne by Tenant (except to the extent such change is applicable to general office space throughout the Building, such. that Landlord may make such alterations and include the costs in Operating Costs pursuant to Paragraph 5.B); provided, that, the necessity of Landlord’s consent shall in no way create any liability against Landlord for failure of Tenant to comply with such laws, ordinances and regulations.

C. In no event shall Tenant be required to make structural repairs to the leased premises or the Building. Tenant will maintain the leased premises (including all fixtures installed by Tenant, water heaters within the leased premises and plate glass) in good repair, reasonable wear and tear excepted, and in a clean and healthful condition, and in compliance with all laws, ordinances, orders, rules, and regulations (state, federal, municipal, and other agencies or bodies having any jurisdiction thereof) applicable to Tenant’s use and occupancy of the leased premises. Any repairs or replacements shall be with materials and workmanship of the same character, kind and quality as the original. Except in accordance with the approved plans and specifications for the initial improvements or for any alterations in accordance with Paragraph 7, Tenant will not, without the prior written consent of Landlord, paint, install lighting or decorations, or install any signs, window or door lettering or advertising media of any type on or about the leased premises, if (a) any such alteration is visible from the common areas of the Building, or (b) if any such alteration would in Landlord’s reasonable opinion materially adversely affect marketability of the leased premises. Tenant will submit its plans and specifications to Landlord and unless disapproved by Landlord within twenty (20) days, the alterations shall be deemed approved.

D. Tenant will conduct its business and control its agents, employees and invitees in such a manner as not to create any nuisance, nor interfere with, annoy, or disturb other tenants or Landlord in the management of the Building.

E. Tenant shall pay upon demand as additional rent the full cost of repairing any damage to the leased premises, Building or related facilities resulting from and/or caused in whole or in part by the negligence or misconduct of Tenant, its agents, servants, employees, patrons, customers, or any other person entering upon the Property as a result of Tenant’s business activities or resulting from Tenant’s default hereunder.

F. Tenant shall have the non-exclusive right to the use by its employees, clients, customers, agents and invitees of the parking area and other common areas and common facilities provided by Landlord from time to time to serve the Building, subject to compliance by Tenant and Tenant’s agents, employees, clients, customers and invitees fully with all rules and regulations of the Building, parking area and related facilities, which are described in Exhibit D attached hereto. Such use by Tenant is included in the Base Rent payable under Paragraph 3 and Tenant’s share of Operating Costs and Taxes under Paragraphs 4 and 5. Landlord shall at all times have the right to change such rules and regulations or to promulgate other rules and regulations applicable uniformly to all tenants in the Building in such reasonable manner as may be deemed advisable for the safety, care, and cleanliness of the Building and for the preservation of good order therein. Copies of all rules and regulations, changes, and amendments will be forwarded to Tenant in

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writing and shall he carried out and observed by Tenant. Tenant shall further be responsible for the compliance with such rules and regulations by Tenant’s employees, servants, agents and visitors.

G. At termination of this lease, upon its expiration or otherwise, Tenant shall deliver up the leased premises with all improvements located thereon (except as herein provided) in good repair and condition, reasonable wear and tear excepted, broom clean and free of all debris.

10. Inspections. Landlord shall have the right to enter the leased premises during business hours and, upon prior written notice (except in an emergency) at any other reasonable time, for the following purposes: (i) to ascertain the condition of the leased premises; (ii) to determine whether Tenant is diligently fulfilling Tenant’s responsibilities under this lease if Landlord has reason to believe that Tenant has defaulted as to such responsibilities; (iii) to clean and to make such repairs as may be required or permitted to be made by Landlord under the terms of this lease; (iv) to show the Building to a potential purchaser or mortgagee; or (v) to do any other act or thing which Landlord deems reasonable to preserve the leased premises and the Building. During the six (6) months prior to the end of the term hereof and during the continuance of any event of default (following expiration of the applicable cure period or, if no cure period is applicable, following thirty (30) days), Landlord shall have the right to enter the leased premises at any reasonable time during business hours for the purpose of showing the leased premises. Tenant shall meet with Landlord for a joint inspection of the leased premises at the time of or promptly after Tenant’s vacating the leased premises.

11. Assignment and Subletting.

     A. Except as otherwise provided herein, Tenant shall not have the right to assign or pledge this lease or to sublet the whole or any part of the leased premises, whether voluntarily or by operation of law, or permit the use or occupancy of the leased premises by anyone other than Tenant, without the prior written consent of Landlord, and such restrictions shall be binding upon any assignee or subtenant to which Landlord has consented. In the event Tenant desires to sublet the leased premises, or any portion thereof, or assign this lease, Tenant shall give written notice thereof to Landlord within a reasonable time prior to the proposed commencement date of such subletting or assignment, which notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease and copies of financial reports and other relevant financial information of the proposed subtenant or assignee. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this lease. Upon the occurrence of an “event of default” (as hereinafter defined), if the leased premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant’s obligations hereunder. Tenant shall pay to Landlord, on demand, a reasonable service charge, not to exceed $1,500.00, for the processing of the application for the consent and for the preparation of the consent. Such service charge shall be collectible by Landlord only where consent is granted by Landlord.

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B. The term “assignment” as used herein, shall be deemed to include any transaction or series of related transactions (including, without limitation: (a) any merger, consolidation, sale of assets, dissolution or reorganization of Tenant whether voluntary, involuntary, or by operation of law; (b) any issuance, sale, gift, transfer, or redemption of any capital stock of Tenant, whether voluntary, involuntary, or by operation of law; or (c) any combination of any of the foregoing transactions) resulting in the transfer of control of Tenant. For purposes of this Paragraph 11, “control” of a corporation or entity means the direct or indirect power, whether through ownership, contractual or other rights to vote a sufficient number of voting shares, or otherwise, to elect a majority of the directors or otherwise to direct the management and policies of such corporation or other entity; provided that if Tenant at any time is a corporation having publicly traded shares, then any transaction or series of transactions involving any person or group of affiliated persons acquiring less than ten percent (10%) of Tenant’s outstanding shares shall be deemed not to constitute a transfer of control for this purpose.

C. Notwithstanding the foregoing provisions, no approval by Landlord shall be required in the case of:

(a) any sublease by Tenant of all or a portion of the leased premises to a corporation or other entity that controls, is controlled by, or is under common control with Tenant, provided that (i) Tenant gives written notice to Landlord of each such sublease, including a copy of the sublease agreement, within thirty (30) days after the effective date thereof, and (ii) Tenant shall remain fully and primarily liable for the payment and performance of all obligations hereunder, as provided in Paragraph 11.A above; or

(b) any merger, consolidation, or reorganization of Tenant into or with another corporation or other entity, or a sale of all or substantially all of Tenant’s assets to a single purchaser that directly or (collectively, a “Corporate Reorganization”), provided that: (i) Tenant is not in default under this Lease at the time of such Corporate Reorganization; (ii) in connection with the Corporate Reorganization, the surviving, successor or transferee corporation or other entity (“Successor Tenant”) that directly or indirectly succeeds to, owns or controls and continues all or substantially all of Tenant’s assets and business operations (as existing immediately prior to the Corporate Reorganization) agrees, in writing, to assume, comply with, and be bound by all terms, provisions, and conditions of this Lease (“Assumption Agreement”); (iii) immediately following such Corporate Reorganization, the Successor Tenant has (x) a net worth of not less than $10,000,000 and (y) a debt/equity ratio of 1:1, or an unsecured debt rating by Standard & Poor’s of A or higher, or Tenant submits evidence satisfactory to Landlord of such Successor Tenant’s creditworthiness; and (iv) the Tenant or Successor Tenant, not less than ten (10) days after the effective date of the Corporate Reorganization, provides written notice to Landlord of the Corporate Reorganization, accompanied by true and accurate copies of the executed Assumption Agreement and Corporate Reorganization documents or other evidence reasonably satisfactory to Landlord that the terms and provisions of this subparagraph have been satisfied; and upon full satisfaction of the terms and conditions of this Paragraph 11.C(b), Tenant shall be deemed released from its obligations under this Lease.

D. In addition to, but not in limitation of, Landlord’s right to approve of any subtenant or assignee, Landlord shall have the option, in its sole discretion, (a) in the event of any proposed sublease of the entire leased premises or assignment of this Lease (except in compliance with the

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terms of Paragraph 11.C), to terminate this Lease, or (b) in the event of any proposed sublease affecting ten percent (10%) or more of the leased premises, to recapture the portion of the leased premises to be sublet, effective in each case as of the date the subletting or assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant written notice thereof within thirty (30) days following Landlord’s receipt of Tenant’s written notice as required above. If this lease shall be terminated pursuant to this paragraph, the term of this lease shall end on the date stated in Tenant’s notice as the effective date of the sublease or assignment as if that date had been originally fixed in this lease for the expiration of the term hereof, and the Letter of Credit shall be returned within five (5) business days; provided there is no uncured Tenant default as defined in Paragraph 2. If Landlord recaptures under this paragraph only a portion of the leased premises, the rent during the unexpired term shall abate proportionately based on the rent contained in this lease as of the date immediately prior to such recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full any outstanding commission obligation on the part of Landlord with respect to this lease, and any commissions which may be due and owing as a result of any proposed assignment or subletting, except that with respect to a sublease or assignment as to which Landlord terminates this Lease or recaptures the leased premises, Landlord shall assume responsibility for commissions relating to the assignment or sublease if and to the extent the net rent receivable under the recaptured or new lease exceeds the rent that would have been payable under this Lease with respect to the space removed from this Lease. In the event of a recapture of a portion of the leased premises by Landlord pursuant to the terms of this paragraph, Tenant shall pay all costs associated with the separation of the recaptured premises from the portion not recaptured, including, but without limitation, all demising partitions, changes in lighting and HVAC distribution systems and all reasonable architects and/or engineering fees. If Tenant submits to Landlord a proposed sublease for less than fifty percent (50%) of the leased premises, Tenant, at its option, may make such submission expressly conditional on Landlord’s recapture decision, such that if Landlord does not approve the sublease then Tenant shall be deemed to have withdrawn its submission.

E. Any assignment or subletting by Tenant pursuant to Paragraph 11.A of all or any portion of the leased premises, or termination of the lease for all or a portion of the leased premises pursuant to Paragraph 11.D, shall automatically operate to terminate each and every right, option, or election, if any exist, belonging to Tenant including by way of illustration, but not limitation, any option to expand its premises or to extend or renew the term of Tenant’s lease for all or any portion of the leased premises – i.e. such rights and options shall cease as to both space sublet or assigned and as to any portion of the original leased premises retained by Tenant. The provisions of this Paragraph 11.E shall not apply to any sublease or assignment by Tenant in compliance with the terms of Paragraph 11.C, nor shall it apply to a sublease or subleases aggregating less than ten percent (10%) of the leased premises, provided that Tenant shall exercise any such option as to the entire leased premises.

F. Tenant acknowledges that Landlord has the exclusive right to demise premises within the Building; therefore, Tenant hereby covenants that Tenant shall not sublease as sublessee, or take any assignment of, any space within the Building without the prior written consent of Landlord, which consent shall be withheld or granted in the absolute and unrestricted discretion of Landlord. Without limitation on any other rights or remedies available to Landlord under this Lease, the lease with the sublessor or assignor and applicable law, any such sublease of space by Tenant or assignment to Tenant of a lease of space within the Building shall be voidable at the option of

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Landlord, provided that Landlord makes equivalent space available on the same terms as Landlord is offering such space.

12. Fire and Casualty Damage.

A. If the Building or leased premises are rendered partially or wholly untenantable by fire or other casualty, and if such damage cannot, in Landlord’s reasonable estimation, be materially restored within ninety (90) days of such damage, then Landlord may, at its sole option, terminate this lease as of the date of such fire or casualty. Landlord shall exercise its option provided herein by written notice within sixty (60) days of such fire or other casualty. For purposes hereof, the Building or leased premises shall be deemed “materially restored” if they are in such condition as would not prevent or materially interfere with Tenant’s use of the leased premises for the purpose for which it was then being used.

B. If this lease is not terminated pursuant to Paragraph 12, then Landlord shall proceed with all due diligence to repair and restore the Building, improvements or leased premises, as the case may be (except that Landlord may elect not to rebuild if such damage occurs during the last year of the term exclusive of any option which is unexercised at the date of such damage).

C. If this lease shall be terminated pursuant to this Paragraph 12, the term of this lease shall end on the date of such damage as if that date had been originally fixed in this lease for the expiration of the term hereof. If this lease shall not be terminated by Landlord pursuant to this Paragraph 12 and if the leased premises is untenantable in whole or in part following such damage, the rent payable during the period in which the leased premises is untenantable shall be reduced to such extent, if any, as may be fair and reasonable under all of the circumstances, provided that, if such casualty was caused solely by the gross negligence or willful misconduct of Tenant, its employees, contractors, or agents, there shall be no abatement. In the event that Landlord should fail to complete such repairs and material restoration within one hundred twenty (120) days after the date of such damage, Tenant may at its option and as its sole remedy terminate this lease by delivering written notice to Landlord, whereupon the lease shall end on the date of such notice as if the date of such notice were the date originally fixed in this lease for the expiration of the term hereof; provided, however, that if construction is delayed because of changes, deletions, or additions in construction requested by Tenant, strikes, lockouts, casualties, acts of God, war, material or labor shortages, governmental regulation or control or other causes beyond the reasonable control of Landlord (“force majeure”), the period for restoration, repair or rebuilding shall be extended for the amount of time Landlord is so delayed.

     In no event shall Landlord be required to rebuild, repair or replace any part of the partitions, fixtures, additions and other improvements which may have been placed in or about the leased premises by Tenant. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or leased premises shall be for the sole benefit of the party carrying such insurance and under its sole control.

D. Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the leased premises, Building or Property requires that any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this lease by delivering written notice of termination to Tenant within

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fifteen (15) days after such requirement is made by any such holder, whereupon the lease shall end on the date of such damage as if the date of such damage were the date originally fixed in this lease for the expiration of the term hereof.

E. Each of Landlord and Tenant hereby releases the other from any and all liability or responsibility to the other or anyone claiming through or under them by way of subrogation or otherwise for any loss or damage to property caused by fire, extended coverage perils, vandalism or malicious mischief, sprinkler leakage or any other perils insured in policies of insurance covering such property, even if such loss or damage shall have been caused by the fault or negligence of the other party, or anyone for whom such party may be responsible; provided, however, that this release shall be applicable and in force and effect only to the extent that such release shall be lawful at that time and in any event only with respect to loss or damage occurring during such times as the releasor’s policies shall contain a clause or endorsement to the effect that any such release shall not adversely affect or impair said policies or prejudice the right of the releasor to recover thereunder and then only to the extent of the insurance proceeds payable under such policies. Each of Landlord and Tenant agrees that it will request its insurance carriers to include in its policies such a clause or endorsement. If extra cost shall be charged therefor, each party shall advise the other thereof and of the amount of the extra cost, and the other party, at its election, may pay the same, but shall not be obligated to do so. If such other party fails to pay such extra cost, the release provisions of this paragraph shall be inoperative against such other party to the extent necessary to avoid invalidation of such releasor’s insurance.

F. In the event of any damage or destruction to the Building or the leased premises by any peril covered by the provisions of this Paragraph 12, Tenant shall, upon notice from Landlord, remove forthwith, at its sole cost and expense, such portion or all of the property belonging to Tenant or his licensees from such portion or all of the Building or the leased premises as Landlord shall request.

13. Liability. Landlord shall not be liable for and Tenant will indemnify, defend and hold Landlord harmless from any loss, liability, costs and expenses, including reasonable attorneys’ fees, arising out of any claim of personal injury, including death, or damage to property on or in the leased premises, including but not limited to claims of Tenant or Tenant’s agents, employees, contractors, invitees, or any person entering upon the Property in whole or in part because of Tenant’s use of the leased premises; and Tenant assumes all such risks of injury to any such persons or damage to its and their property, except for personal injury, death or damage to property of persons other than Tenant caused by the willful misconduct or negligence of Landlord, its employees, agents or contractors. Landlord shall not be liable or responsible for any loss or damage to any property or injury to or death of any person occasioned by theft, fire, act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority, or other matter beyond control of Landlord, or for any property damage or inconvenience arising from repair or alteration of any part of the Building, or failure to make repairs, or from any other cause whatever, except for personal injury, death or damage to property of persons other than Tenant caused by the willful misconduct or negligence of Landlord, its employees, agents or contractors. Landlord shall indemnify, defend and hold Tenant harmless from any loss, liability, costs and expenses, including reasonable attorneys’ fees, arising out of any claim of personal injury or damage to property (except damage to Tenant’s own property as to which the waiver of subrogation under Paragraph 12.E applies) on or about the leased premises or

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the Building, resulting from the willful misconduct or negligence of Landlord, its employees, agents or contractors.

14. Tenant’s Insurance. Tenant, in order to enable it to meet its obligation to insure against the liabilities specified in this Lease, shall at all times during the term hereof carry, at its own expense, one or more policies of general public liability and property damage insurance, issued by one or more insurance companies reasonably acceptable to Landlord, with the following minimum coverages:

A. Worker’s Compensation — minimum statutory amount.

B. Commercial General Liability Insurance in an amount not less than $1,000,000 Combined Single Limit for both bodily injury and property damage, including Blanket, Contractual Liability, Broad Form Property Damage, Personal Injury, Completed Operations, Products Liability, Fire Damage for claims arising out of or in connection with (i) the leased premises; (ii) the condition of the leased premises; (iii) Tenant’s operations in and maintenance and use of the leased premises; and (iv) Tenant^’s liability assumed under this Lease.

C. Fire and Extended Coverage, Vandalism and Malicious Mischief, and Sprinkler Leakage insurance, for the full cost of replacement of tenant’s property.

Such insurance policy or policies shall protect Tenant and Landlord as their interests may appear, naming Landlord and Landlord’s managing agent and mortgagee as additional insureds and shall provide that they may not be cancelled on less than thirty (30) days prior written notice to Landlord. Tenant shall furnish Landlord with Certificates of Insurance evidencing such coverage within thirty (30) days after a request to do so. Should Tenant fail to carry such insurance and furnish Landlord with such Certificates of Insurance, Landlord shall have the right, but not the obligation, to obtain such insurance and collect the cost thereof from Tenant as additional rent.

15. Condemnation.

A. If any substantial part of the Building, improvements, or leased premises should be taken for any public or quasi-public use under governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof and the taking would prevent or materially interfere with the use of the Building or leased premises for the purpose for which it is then being used, this lease shall terminate effective when the physical taking shall occur in the same manner as if the date of such taking were the date originally fixed in this lease for the expiration of the term hereof.

B. If part of the Building, improvements, or leased premises shall be taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and this lease is not terminated as provided in the subparagraph above, this lease shall not terminate but the rent payable hereunder during the unexpired portion of this lease shall be reduced to such extent, if any, as may be fair and reasonable under all of the circumstances and Landlord shall undertake to restore the Building, improvements, and leased premises to a condition suitable for Tenant’s use, as near to the condition thereof immediately prior to such taking as is reasonably feasible under all the circumstances.

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C. All compensation awarded for such taking or conveyance shall be the property of Landlord without any deduction therefrom for any present or future estate of Tenant, and Tenant hereby assigns to Landlord all its right, title and interest in and to any such award. However, Tenant shall have the right to recover from such authority, but not from Landlord, such compensation as may be awarded to Tenant on account of moving and relocation expenses and depreciation to and removal of Tenant’s property.

16. Holding Over. Tenant will, at the termination of this lease by lapse of time or otherwise, yield up immediate possession to Landlord. If Tenant retains possession of the leased premises or any part thereof after such termination, then Landlord may, at its option, serve written notice upon Tenant that such holding over constitutes either (i) creation of a month to month tenancy, upon the terms and conditions set forth in this lease, or (ii) creation of a tenancy at sufferance, in any case upon the terms and conditions set forth in this lease; provided, however, that the monthly rental (or daily rental under (ii) shall, in addition to all other sums which are to be paid by Tenant hereunder, whether or not as additional rent, be equal to double the rental being paid monthly to Landlord under this lease immediately prior to such termination (prorated in the case of (ii) on the basis of a 365 day year for each day Tenant remains in possession). If no such notice is served, then a tenancy at sufferance shall be deemed to be created at the rent in the preceding sentence. In the event of any such holding over by Tenant without the consent of Landlord (which consent shall not be implied from Landlord^’s mere acceptance of rent payments), Tenant shall also pay to Landlord all actual damages sustained by Landlord proximately caused by such retention of possession by Tenant, including the loss of any proposed subsequent tenant for any portion of the leased premises, not to exceed an amount equal to two (2) years’ rent at the rate in effect at the expiration of the Lease. The provisions of this paragraph shall not constitute a waiver by Landlord of any right of re-entry as herein set forth; nor shall receipt of any rent or any other act in apparent affirmance of the tenancy (other than a written waiver or consent signed by Landlord) operate as a waiver of the right to terminate this lease for a breach of any of the terms, covenants, or obligations herein on Tenant’s part to be performed.

17. Quiet Enjoyment. Landlord represents and warrants that it has fee simple title to the Property and Building, and has full right and authority to enter into this lease; and that Tenant, while paying the rental and performing its other covenants and agreements herein set forth, shall peaceably and quietly have, hold and enjoy the leased premises for the term hereof without hindrance or molestation from Landlord subject to the terms and provisions of this lease. Landlord shall not be liable for any interference or disturbance by other tenants or third persons, nor shall Tenant be released from any of the obligations of this lease because of such interference or disturbance.

18. Events of Default. The following events shall be deemed to be events of default by Tenant under this lease:

(1) Tenant shall fail to pay when or before due any sum of money becoming due to be paid to Landlord hereunder, whether such sum be any installment of the rent herein reserved, any other amount treated as additional rent hereunder, or any other payment or reimbursement to Landlord required herein, whether or not treated as additional rent hereunder, and such failure shall continue for a period of five (5) days after written notice to Tenant, provided that in the case of rent installments (including estimated payments under Paragraph 5), if Landlord shall have given two

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(2) such written notices within any twelve (12) month period, then it shall be an event of default if any subsequent rent installment during such period is not paid within five (5) days from the date such payment was due; or

(2) Tenant shall fail to comply with any term, provision or covenant of this lease (other than payment obligations as described in Paragraph 18(1) above), and shall not cure such failure within thirty (30) days after written notice thereof to Tenant, provided that if such failure cannot reasonably be cured within thirty (30) days, and (a) Tenant shall commence such cure and give Landlord written notice within said thirty (30) day period specifying the time period reasonably required to effect such cure, (b) the time period so specified by Tenant shall in fact be reasonable, and (c) Tenant shall diligently pursue such cure and complete the same within the time period so specified, then the time for cure shall be extended to such reasonable time as may be so specified in Tenant’s written notice to Landlord; or

(3) Tenant shall abandon or vacate the leased premises for ninety (90) days or more; or

(4) Tenant shall fail to vacate the leased premises immediately upon termination of this lease, by lapse of time or otherwise, or upon termination of Tenant’s right to possession only; or

(5) The leasehold interest of Tenant shall be levied upon under execution or be attached by process of law or Tenant shall fail to contest diligently the validity of any lien or claimed lien and give sufficient security to Landlord to insure payment thereof or shall fail to satisfy any judgment rendered thereon and have the same released, and such default shall continue for thirty (30) days after written notice thereof to Tenant; or

(6) Tenant shall become insolvent, admit in writing its inability to pay its debts generally as they become due only if such admission is made by an officer of the company authorized to make such admission, file a petition in bankruptcy or a petition to take advantage of any insolvency statute, make an assignment for the benefit of creditors, make a transfer in fraud of creditors, apply for or consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, or file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws, as now in effect or hereafter amended, or any other applicable law or statute of the United States or any state thereof; or

(7) A court of competent jurisdiction shall enter an order, judgment or decree adjudicating Tenant a bankrupt, or appointing a receiver of Tenant, or of the whole or any substantial part of its property, without the consent of Tenant, or approving a petition filed against Tenant seeking reorganization or arrangement of Tenant under the bankruptcy laws of the United States, as now in effect or hereafter amended, or any state thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the date of entry thereof

19. Remedies. Upon the occurrence of any of such events of default described in Paragraph 18 hereof or elsewhere in this lease, Landlord shall have the option to pursue any one or more of the following remedies, without any notice or demand (other than that applicable to the subject default under Paragraph 18 or as specified below):

(1) Landlord may, at its election, upon thirty (30) days written notice following any event of default as to which less than thirty (30) days written notice was required, or upon ten (10) days

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written notice (or as otherwise may be required by law in the event of a holdover) in the case of any other default, terminate this lease or terminate Tenant’s right to possession only, without terminating the lease.

(2) Upon any termination of this lease, whether by lapse of time or otherwise, or upon any termination of Tenant’s right to possession without termination of the lease, Tenant shall surrender possession and vacate the leased premises immediately, and deliver possession thereof to Landlord, and Tenant hereby grants to Landlord full and free license to enter into and upon the leased premises in such event with or without process of law and to repossess Landlord of the leased premises as of Landlord’s former estate and to expel or remove Tenant and any others who may be occupying or within the leased premises and to remove any and all property therefrom, without being deemed in any manner guilty of trespass, eviction or forcible entry or detainer, and without incurring any liability for any damage resulting therefrom, Tenant hereby waiving any right to claim damage for such reentry and expulsion, and without relinquishing Landlord’s right to rent or any other right given to Landlord hereunder or by operation of law.

(3) Upon any termination of this lease, whether by lapse of time or otherwise, Landlord shall be entitled to recover as damages, all rent, including any amounts treated as additional rent hereunder, and other sums due and payable by Tenant on the date of termination, plus the sum of (i) an amount equal to the then present value of the rent (discounted at the then prevailing rate for U.S. Treasury securities having maturity dates nearest to the respective rent payment dates for the remaining term), including any amounts treated as additional rent hereunder, and other sums provided herein to be paid by Tenant for the residue of the stated term hereof, less the total of the actual rents due and payable under reletting leases, if any (discounted on the same basis), and the present value or fair rental value (discounted on the same basis) of the entire or remaining leased premises not so relet for such residue (taking into account the time and expense necessary to obtain a replacement tenant or tenants, including expenses hereinafter described in subparagraph (4) relating to recovery of the leased premises, preparation for reletting and for reletting itself), and (ii) the cost of performing any other covenants which would have otherwise been performed by Tenant.

(4) (i) Upon any termination of Tenant’s right to possession only without termination of the lease, Landlord may, at Landlord’s option, enter into the leased premises, remove Tenant’s signs and other evidences of tenancy, and take and hold possession thereof as provided in subparagraph (2) above, without such entry and possession terminating the lease or releasing Tenant, in whole or in part, from any obligation, including Tenant’s obligation to pay the rent, including any amounts treated as additional rent, hereunder for the full term. In any such case Tenant shall pay forthwith to Landlord, if Landlord so elects, a sum equal to the entire amount of the rent, including any amounts treated as additional rent hereunder, for the residue of the stated term hereof plus any other sums provided herein to be paid by Tenant for the remainder of the lease term.

     (ii) Landlord may, but need not, relet the leased premises or any part thereof for such rent and upon such terms as Landlord in its sole discretion shall determine (including the right to relet the leased premises for a greater or lesser term than that remaining under this lease, the right to relet the leased premises as a part of a larger area, and the right to change the character or use made of the leased premises) and Landlord shall not be required to accept any tenant offered by Tenant or to observe any instructions given by Tenant about such reletting. In any such case, Landlord

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may make reasonable repairs or alterations in or to the leased premises and refit or restore the same to the extent Landlord deems necessary or desirable, and Tenant shall, upon demand, pay the reasonable cost thereof up to but not exceeding the amount reasonably required to repair and restore the leased premises to the condition existing at the commencement date of this Lease or to refit the same to building standard (“Refit Costs”), together with Landlord’s other expenses of reletting including, without limitation, any broker’s commission incurred by Landlord. If the consideration collected by Landlord upon any such reletting plus any sums previously collected from Tenant are not sufficient to pay the full amount of all rent, including any amounts treated as additional rent hereunder and other sums reserved in this lease for the remaining term hereof, together with Refit Costs and Lessor’s expenses of reletting and the collection of the rent accruing therefrom (including reasonable attorney’s fees and broker’s commissions), Tenant shall pay to Landlord the amount of such deficiency upon demand and Tenant agrees that Landlord may file suit to recover any sums falling due under this section from time to time. Landlord agrees to mitigate its damages in accordance with applicable law, including using commercially reasonable efforts to relet the leased premises (provided that Landlord shall not be obligated hereby to relet the leased premises in preference to other vacant space, if any, in the Building or other buildings in the vicinity owned or controlled by Landlord at the time).

(5) Landlord may, at Landlord’s option, enter into and upon the leased premises, with or without process of law, if Landlord determines in its sole discretion that Tenant is not acting within a commercially reasonable time to maintain, repair or replace anything for which Tenant is responsible hereunder and correct the same, without being deemed in any manner guilty of trespass, eviction or forcible entry and detainer and without incurring any liability for any damage resulting therefrom and Tenant agrees to reimburse Landlord, on demand, as additional rent, for any expenses which Landlord may incur in thus effecting compliance with Tenant’s obligations under this lease plus interest from the date Landlord shall incur such cost at the rate of four percent (4%) per annum plus the prevailing national prime rate as published in The Wall Street Journal or any successor publication (“National Prime Rate^”);

(6) Any and all property which may be removed from the leased premises by Landlord pursuant to the authority of the lease or of law, to which Tenant is or may be entitled, may be handled, removed and stored, as the case may be, by or at the direction of Landlord at the risk, cost and expense of Tenant, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all expenses incurred in such removal and all storage charges against such property so long as the same shall be in Landlord’s possession or under Landlord’s control. Any such property of Tenant not retaken by Tenant from storage within thirty (30) days after removal from the leased premises shall, at Landlord’s option, be deemed conveyed by Tenant to Landlord under this lease as by a bill of sale without further payment or credit by Landlord to Tenant.

(7) In the event Tenant fails to pay any installment of rent, including any amount treated as additional rent hereunder, or other sums hereunder as and when such installment or other charge is due, Tenant shall pay to Landlord on demand a late charge in an amount equal to three percent (3%) of such installment or other charge overdue in any month, which late charge may be demanded at the time such installment or other charge becomes delinquent or at any time thereafter, but only one time with respect to each such installment or other charge, to help defray the additional cost to Landlord for processing such late payments, and such late charge shall be additional rent

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hereunder and the failure to pay such late charge within ten (10) days after demand therefor shall be an additional event of default hereunder. The provision for such late charge shall not be construed as liquidated damages or as limiting Landlord’s remedies in any manner, but shall be in addition to interest at the National Prime Rate, which shall accrue on each such installment or other charge from and after the date it becomes delinquent until paid in full, and in addition to all of Landlord’s other rights and remedies hereunder or at law.

Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law (all such remedies being cumulative), nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord hereunder or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and covenants herein contained. No act or thing done by Landlord or its agents during the term hereby granted shall be deemed a termination of this lease or an acceptance of the surrender of the leased premises, and no agreement to terminate this lease or accept a surrender of said premises shall be valid unless in writing signed by Landlord. No waiver by Landlord of any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of any other violation or breach of any of the terms, provisions and covenants herein contained. Landlord’s acceptance of the payment of rental or other payments hereunder after the occurrence of an event of default shall not be construed as a waiver of such default, unless Landlord so notifies Tenant in writing. Forbearance by Landlord in enforcing one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default or of Landlord’s right to enforce any such remedies with respect to such default or any subsequent default. If, on account of any breach or default by Tenant in Tenant’s obligations under the terms and conditions of this lease, it shall become necessary or appropriate for Landlord to employ or consult with an attorney concerning or to enforce or defend any of Landlord’s rights or remedies hereunder, Tenant agrees to pay any attorneys’ fees so incurred.

Landlord agrees that it shall look solely to Tenant, and not to its officers, directors, agents or employees in seeking to recover any sums due under this Lease.

20. No Landlord’s Lien. There is no statutory lien for rent under Indiana law, and Tenant has not granted to Landlord any security interest under Article 9 or the Uniform Commercial Code as in effect in Indiana (the “Indiana UCC”).

21. Mortgages. Tenant accepts this lease subject and subordinate to any mortgage(s) and/or deed(s) of trust now or at any time hereafter constituting a first lien or charge upon the Property, or the improvements situated thereon, provided, however, that if the mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant’s interest in this lease superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this lease shall be deemed superior to such lien whether this lease was executed before or after said mortgage or deed of trust. Tenant shall at any time hereafter on demand execute any instruments, releases or other documents which may be required by any such mortgagee for the purpose of subjecting and subordinating this lease to the lien of any such mortgage or for the purpose of evidencing the superiority of this lease to the lien of any such mortgage, as may be the case, provided that any such instrument subordinating this lease to the lien of any such mortgage shall contain a non-disturbance provision in commercially reasonable form whereby such mortgagee shall agree

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that, so long as there is no event of default under this Lease by Tenant, the right of possession and other rights of Tenant hereunder shall not be disturbed notwithstanding any foreclosure of such mortgage. Landlord shall use its best efforts to obtain a commercially reasonable subordination, nondisturbance and attornment agreement from the existing mortgagee or future mortgagee, and Tenant agrees to enter into such agreement if so obtained.

22. Limitation of Landlord’s Liability. If Landlord shall fail to perform or observe any term, condition, covenant or obligation required to be performed or observed by it under this Lease and if Tenant shall, as a consequence thereof, recover a money judgment against Landlord, Tenant agrees that it shall look solely to Landlord’s right, title and interest in and to the Building for the collection of such judgment; and Tenant further agrees that no other assets of Landlord shall be subject to levy, execution or other process for the satisfaction of Tenant’s judgment and that Landlord shall not be liable for any deficiency.

     The references to “Landlord” in this Lease shall be limited to mean and include only the owner or owners, at the time, of the fee simple interest in the Building. In the event of a sale or transfer of such interest (except a mortgage or other transfer as security for a debt), the “Landlord” named herein, or, in the case of a subsequent transfer, the transferor, shall, after the date of such transfer, be automatically released from all liability for the performance or observance of any term, condition, covenant or obligation required to be performed or observed by Landlord hereunder; so long as the transferee has assumed all of such terms, conditions, covenants and obligations accruing after the date of transfer.

23. Mechanic’s and Other Liens.

A. Tenant shall have no authority, express or implied, to create or place any lien or encumbrance of any kind or nature whatsoever upon, or in any manner to bind, the interest of Landlord in the leased premises or to charge the rentals payable hereunder for any claim in favor of any person dealing with Tenant, including those who may furnish materials or perform labor for any construction or repairs, and each such claim shall affect and each such lien shall attach to, if at all, only the leasehold interest granted to Tenant by this lease. Tenant covenants and agrees that it will pay or cause to be paid all sums legally due and payable by it on account of any labor performed or materials furnished in connection with any work performed on the leased premises on which any lien is or can be validly and legally asserted against its leasehold interest in the leased premises or the improvements thereon and that it will save and hold Landlord harmless from any and all loss, liability, cost or expense based on or arising out of asserted claims or liens against the leasehold estate or against the right, title and interest of the Landlord in the leased premises or under the terms of this lease. Tenant will not permit any mechanic’s lien or liens or any other liens which may be imposed by law affecting Landlord’s or its mortgagees’ interest in the leased premises or the Building to be placed upon the leased premises or the Building arising out of any action or claimed action by Tenant, and in case of the filing of any such lien Tenant will promptly pay same. If any such lien shall remain in force and effect for twenty (20) days, Landlord shall have the right and privilege of paying and discharging the same or any portion thereof without inquiry as to the validity thereof, and any amounts so paid, including expenses and interest, shall be so much additional rent hereunder due from Tenant to Landlord and shall be paid to Landlord immediately on rendition of bill therefor. Notwithstanding the foregoing, Tenant shall have the right to contest any such lien in good faith and with all due diligence so long as any such contest, or

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action taken in connection therewith, protects the interest of Landlord and Landlord’s mortgagee in the leased premises, and Landlord and any such mortgagee are, by the expiration of said twenty (20) day period, furnished such protection, and indemnification against any loss, liability, cost or expense related to any such lien and the contest thereof as are satisfactory to Landlord and any such mortgagee.

B. Landlord shall defend its title and this Lease against mechanic’s liens claims of contractors, subcontractors and other persons performing work or supplying materials in the construction of the Building and other improvements on the Property by Landlord, and the construction and installation by Landlord of improvements in the leased premises, under any contract or agreement made by or with Landlord, its contractors, subcontractors and agents.

24. Notices. Each provision of this lease or of any applicable governmental laws, ordinances, regulations and other requirements with reference to the sending, mailing or delivery of any notice or the making of any payment shall be deemed to be complied with when and if the following steps are taken:

(1) All rent and other payments required to be made by Tenant to Landlord hereunder shall be payable to:

E-L Allison Pointe II, LLP
c/o Edgeworth Laskey Properties, LLC
8520 Allison Pointe Blvd., Suite 128
Indianapolis, Indiana 46250

     or to such other entity at such other address as Landlord may specify from time to time by written notice delivered in accordance herewith.

(2) Any notice or other document required or permitted to be delivered hereunder shall be deemed to be delivered whether actually received or not when deposited in the continental United States Mail, postage prepaid, certified or registered mail, addressed to the parties hereto at the respective addresses set out below, or at such other address as they have theretofore specified by written notice delivered in accordance herewith:

Landlord:	Tenant:
E-L Allison Pointe II, LLP	Network Specialists, Inc.
c/o Edgeworth Laskey Properties, LLC	80 River Street
8520 Allison Pointe Blvd., Suite 128	Hoboken, New Jersey, 07030
Indianapolis, Indiana 46250

All parties included within the terms “Landlord” and “Tenant,” respectively, shall be bound by notices given in accordance with the provisions of this paragraph to the same effect as if each had received such notice.

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25. Miscellaneous.

A. Words of any gender used in this lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires.

B. The terms, provisions and covenants and conditions contained in this lease shall apply to, inure to the benefit of, and be binding upon, the parties hereto and upon their respective heirs, legal representatives, successors and permitted assigns, except as otherwise expressly provided herein. Landlord shall have the right to assign any of its rights and obligations under this lease and Landlord’s grantee or Landlord’s successor shall upon such assignment, become “Landlord” hereunder, thereby freeing and relieving the grantor or assignor of all covenants and obligations of “Landlord” hereunder. Tenant agrees to furnish promptly upon demand, a corporate resolution, proof of due authorization by partners, or other appropriate documentation evidencing the due authorization of Tenant to enter into this lease. Nothing herein contained shall give any other Tenant in the Building of which the leased premises is a part any enforceable rights either against Landlord or Tenant as a result of the covenants and obligations of either party set forth herein.

C. The captions inserted in this lease are for convenience only and in no way define, limit or otherwise describe the scope or intent of this lease, or any provision hereof.

D. Tenant and Landlord shall at any time and from time to time within ten (10) days after written request from the other party execute and deliver to the requesting party, or in Landlord’s case to any prospective Landlord, mortgagee or prospective mortgagee, or in Tenant’s case to any lender, permitted assignee or prospective permitted assignee, a sworn and acknowledged estoppel certificate, in customary commercial form reasonably satisfactory to the intended recipient certifying and stating as follows: (i) this lease has not been modified or amended (or if modified or amended, setting forth such modifications or amendments); (ii) this lease (as so modified or amended) is in full force and effect (or if not in full force and effect, the reasons therefor); (iii) the Tenant (or Landlord, as the case may be) has no offsets or defenses to its performance of the terms and provisions of this lease, including in the case of Tenant the payment of rent (or if there are any such defenses or offsets, specifying the same); (iv) Tenant is in possession of the leased premises, if such be the case; (v) if an assignment of rents or leases has been served upon Tenant by a mortgagee or prospective mortgagee, Tenant has received such assignment and agrees to be bound by the provisions thereof; and (vi) any other accurate statements reasonably required by the intended recipient. A party’s failure to deliver such statement or otherwise respond in writing to such request specifying any objections to the form or substance of the requested statement within said ten (10) day period shall be conclusive upon the non-responsive party, except as to any contrary fact or circumstance within the actual knowledge of the requesting party, that this Lease is in full force and effect and unmodified, and that there are no uncured defaults in the requesting party’s performance hereunder.

E. This lease may not be altered, changed or amended except by an instrument in writing signed by both parties hereto.

F. All obligations of Tenant hereunder not fully performed as of the expiration or earlier termination of the terra of this lease shall survive the expiration or earlier termination of the term

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hereof, including without limitation, all payment obligations with respect to taxes and Operating Costs and all obligations concerning the condition of the leased premises. Upon the expiration or earlier termination of the term hereof, to the extent the letter of credit delivered under Paragraph 2 has theretofore been reduced or released and is not available to cover Landlord’s costs, then Tenant shall pay to Landlord the amount, as reasonably estimated by Landlord, necessary: (i) to repair and restore the leased premises to the condition in which Tenant is obligated to return possession thereof to Landlord, if and to the extent Tenant has not already satisfied such obligation; and (ii) to discharge Tenant’s payment obligations hereunder, including but not limited to its unpaid share of real estate taxes and Operating Costs in accordance with Paragraphs 4 and 5 of this Lease. The amount so deposited, if any, shall be used and held by Landlord for payment of such obligations of Tenant, with Tenant being liable for any additional costs upon demand by Landlord, or with any excess to be returned to Tenant after all such obligations have been determined and satisfied.

G. If any clause, phrase, provision or portion of this lease or the application thereof to any person or circumstance shall be invalid or unenforceable under applicable law, such event shall not affect, impair or render invalid or unenforceable the remainder of this lease nor any other clause, phrase, provision or portion hereof, nor shall it affect the application of any clause, phrase. provision or portion hereof to other persons or circumstances, and it is also the intention of the parties to this lease that in lieu of each such clause, phrase, provision or portion of this lease that is invalid or unenforceable, there be added as a part of this lease contract a clause, phrase, provision or portion as similar in terms to such invalid or unenforceable clause, phrase, provision or portion as may be possible and be valid and enforceable.

H. Submission of this lease shall not be deemed to be a reservation of the leased premises. Landlord shall not be bound hereby until its delivery to Tenant of an executed copy hereof signed by Landlord, already having been signed by Tenant, and until such delivery Landlord reserves the right to exhibit and lease the leased premises to other prospective tenants. Notwithstanding anything contained herein to the contrary, Landlord may withhold delivery of possession of the leased premises from Tenant until such time as Tenant has delivered to Landlord the letter of credit required by Paragraph 2 hereof and the first month’s rent as set forth in Paragraph 3 hereof.

I. Whenever a period of time is herein prescribed for action to be taken by Landlord, Landlord shall not be liable or responsible for, and there shall be excluded from the computation for any such period of time, any delays due to causes of any kind whatsoever which are beyond the control of Landlord.

J. Tenant’s “proportionate share” as used in this lease shall mean a fraction, the numerator of which is the gross rentable area of the leased premises and the denominator of which is the gross rentable area contained in the Building, in each case as reasonably determined by Landlord. For purposes hereof the numerator is (a) prior to Tenant’s occupancy of the Expansion Space, 34, 881, and (b) thereafter, 45,429, and the denominator is 89,200; and Tenant’s proportionate share is (i) 39.10% prior to Tenant’s occupancy of the Expansion Space, and (ii) 50.93% thereafter. Landlord certifies that the gross rentable area of the Building is 89,200 rentable square feet, and that the rentable area of the leased premises (measured and calculated on the same basis as used to calculate the rentable area of the Building), is 45,429 rentable square feet (including the 10,548 rentable square feet of the Expansion Space).

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K. If there be more than one Tenant, the obligations hereunder imposed upon Tenant shall be joint and several. Any indemnification of, insurance of, or option granted to Landlord shall also include or be exercisable by Landlord’s trustee, beneficiary, agents and employees, as the case may be.

L. Each of the parties (i) represents and warrants to the other that it has not dealt with any broker or finder in connection with this lease, except as described on Exhibit G attached hereto; and (ii) indemnifies and holds the other harmless from any and all losses, liability, costs or expenses (including attorneys’ fees) incurred as a result of an alleged breach of the foregoing warranty. Landlord agrees to promptly pay the broker(s), if any, listed on Exhibit G.

26. Substitution of Premises. Intentionally omitted.

27. Certain Rights Reserved To The Landlord. The Landlord reserves and may exercise the following rights without affecting Tenant’s obligations hereunder:

(1) to change the name or street address of the Building;

(2) to install and maintain a sign or signs on the exterior of the Building;

(3) to have access for the Landlord and the other tenants of the Building to any mail chutes located on the leased premises according to the rules of the United States Post Office;

(4) Intentionally Omitted.

(5) to retain at all times pass keys to the leased premises;

(6) to grant to anyone the exclusive right to conduct any particular business or undertaking in the Building, provided that no such exclusive right granted to another shall conflict with Tenant’s intended or continued use of the leased premises as described herein;

(7) to close the Building after regular working hours and on the legal holidays subject, however, to Tenant’s right to admittance, under such reasonable regulations as Landlord may prescribe from time to time, which may include by way of example but not of limitation, that persons entering or leaving the Building identify themselves to a watchman by registration or otherwise and that said persons establish their right to enter or leave the Building; and

(8) to take any and all measures, including inspections, repairs, alterations, decorations, additions and improvements to the leased premises or to the Building, as may be necessary or desirable for the safety, protection or preservation of the leased premises or the Building or the Landlord’s interests, or as may be necessary or desirable in the operation of the Building.

The Landlord may enter upon the leased premises and may exercise any or all of the foregoing rights hereby reserved without being deemed guilty of an eviction or disturbance of the Tenant’s use or possession and without being liable in any manner to the Tenant and without abatement of rent or affecting any of the Tenant’s obligations hereunder.

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28. Tenant’s Responsibility Regarding Environmental Laws and Hazardous Substances.

A. Definitions.

(1) “Environmental Laws” — All federal, state and municipal laws, ordinances, rules and regulations applicable to the environmental and ecological condition of the leased premises, including, without limitation, the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the Federal Resource Conservation and Recovery Act; the Federal Toxic Substance Control Act; the Clean Air Act; the Clean Water Act; the rules and regulations of the Federal Environmental Protection Agency, or any other federal, state or municipal agency or governmental board or entity having jurisdiction over the leased premises.

(2) “Hazardous Substances” — Includes:

a. Those substances included within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances” “solid waste” or “infectious waste” in any of the Environmental Laws; and

b. Such other substances, materials and wastes which are or become regulated under applicable local, state or federal law, or which are classified as hazardous, toxic or infectious under present or future Environmental Laws or other federal, state, or local laws or regulations.

B. Compliance. Tenant, at its sole cost and expense, shall promptly comply with the Environmental Laws which shall impose any duty upon Tenant to the extent resulting from Tenant’s use, occupancy, maintenance or alteration of the leased premises. Tenant shall promptly comply with any notice from any source issued pursuant to the Environmental Laws to the extent resulting from Tenant’s use, maintenance or alteration of the leased premises, whether such notice shall be served upon Landlord or Tenant.

C. Restrictions on Tenant. Tenant shall not cause or permit to occur:

(1) Any violation of the Environmental Laws related to environmental conditions on, under, or about the leased premises, arising from Tenant’s use of occupancy of the leased premises, including, but not limited to, soil and ground water conditions.

(2) The use, generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Substances on, under, or about the leased premises, or the transportation to or from the leased premises of any Hazardous Substances, except as necessary and appropriate for general office use in which case the use, storage or disposal of such Hazardous Substances shall be performed in compliance with the Environmental Laws.

D. Notices, Affidavits, Etc.

(1) Either party shall immediately notify the other of (i) any violation by it, its employees, agents, representatives, customers, invitees or contractors of the Environmental Laws on, under or about the leased premises, or (ii) the presence or suspected presence of any Hazardous Substances

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on, under or about the leased premises, the Building, the common areas or the Property, and shall immediately deliver to the other party any notice received by it relating to (i) and (ii) above from any source.

(2) Tenant shall execute certifications from time to time, within five (5) days of Landlord’s request therefor, concerning Tenant’s knowledge and belief regarding the presence of any Hazardous Substances on, under or about the leased premises caused by Tenant.

E. Landlord’s Rights.

(1) Landlord and its agent shall have the right, but not the duty, upon advance notice (except in the case of emergency when no notice shall be required) to inspect the leased premises and conduct tests therein at any time to determine whether or the extent to which there has been a violation of Environmental Laws by Tenant or of Tenant’s covenants and obligations under this Paragraph 28 of this Lease. In exercising its rights herein, Landlord shall use reasonable efforts to minimize interference with Tenant’s business but such entry shall not constitute an eviction of Tenant, in whole or in part, and Landlord shall not be liable for any interference, loss, or damage to Tenant’s property or business caused thereby.

(2) If Landlord shall ever be required to test to ascertain whether there has been a release of Hazardous Substances on, under or about the leased premises or a violation of the Environmental Laws, and such requirement arose in whole or in part because of any storage, use or other introduction of Hazardous Substance in the leased premises or Building or on the Property by Tenant, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as additional rent.

F. Tenant’s Indemnification. Tenant shall indemnify and hold harmless Landlord and Landlord’s managing agent from any and all claims, loss, liability, costs, expenses or damage, including attorneys’ fees and costs of remediation, incurred by Landlord in connection with any breach by Tenant of its obligations under this Paragraph 28. The covenants and obligations of Tenant under this Paragraph 28 shall survive the expiration or earlier termination of this Lease.

G. Landlord’s Indemnification. Landlord shall indemnify and hold harmless Tenant and its officers, directors, employees, and agents from any and all claims, loss, liability, costs, expenses or damage, including attorneys’ fees and costs of remediation, incurred by Tenant, arising out of the use, generation, release, manufacture, refining, production, processing, storage or disposal by Landlord of any Hazardous Substance in the leased premises or the Building, or on the Property, in violation of Environmental Laws, or the transportation by Landlord of any Hazardous Substance to or from the leased premises, the Building or the Property in violation of Environmental Laws. This covenant of Landlord shall survive the expiration or earlier termination of this Lease.

29. Tenant’s Sign. Tenant shall have Landlord’s permission to erect and maintain an illuminated sign upon the north face of the east wing of the building above the fourth floor window line upon Landlord’s reasonable review and approval of the structural method used to attach such sign to the building and subject to park covenants and all governmental codes and restrictions. Such sign shall be constructed and attached to the building in a first class and workman-like manner and in such a way as to not impair the structural or architectural integrity of the building.

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Such sign shall be purchased, erected, illuminated and maintained at the sole expense of Tenant. Such sign shall be limited to the words “NSI Software,” and may include the company’s single-icon logo, and the font height of any letters shall not exceed 36”, and otherwise shall be in accordance with Exhibit I, attached hereto. Upon the expiration or earlier termination of this lease agreement, Tenant shall promptly remove such sign and restore the affected facade of the building to its original condition, removing any anchoring or structural supports, filling and masking any holes in the facade or the masonry and cleaning and removing any staining, residue or image left on the facade as a result of the sign.

30. Renewal. Provided this lease agreement is in full force and effect and there shall be no uncured Tenant default (as defined in Paragraph 2) hereunder, Tenant shall have the right and option to extend the term of this Lease for one (1) extension term of five (5) years, commencing upon expiration of the initial Lease term on the last day of the one hundred twentieth (120^th) full calendar month of the Lease tern and ending on the last day of the sixtieth (60^th) month of such extension term, provided that Tenant shall exercise such option by written notice delivered to Landlord not less than one hundred eighty (180) days prior to said expiration date of the initial term. All of the covenants, conditions and provisions of this Lease shall be applicable during the extension term except that the rent to be paid by Tenant to Landlord shall be adjusted to an amount equal to the then current market rent for comparable space in the immediate area (but in no event lower than the rent in effect under this Lease upon expiration of the initial term. The market rent shall be determined by a representative of the Tenant and a representative of the Landlord and, should they fail to agree upon such market rent by the fifteenth (15th) day after Landlord’s receipt of Tenant’s renewal notice, then Tenant’s notice shall be deemed revoked and its renewal option terminated.

31. Right of First Offer. Provided this Lease is in full force and effect and there shall be no uncured Tenant default (as defined in Paragraph 2) hereunder, Tenant shall have a one-time right of first offer to lease the fourth (4^th) floor if it becomes available upon expiration or termination of the term (including extensions) of the initial tenant’s lease, upon fair market terms as reasonably determined by Landlord and set forth in a written notice to Tenant at the time, subject to the following conditions: (1) Tenant shall accept Landlord’s offer (or the parties shall agree upon fair market terms) within ten (10) business days after receipt of Landlord’s written notice; and (2) Tenant shall execute a definitive lease agreement for the fourth (4^th) floor, substantially in the form of this Lease except where inconsistent with such fair market terms, within fifteen (15) days after Tenant’s acceptance of Landlord’s offer. Tenant’s right of first offer hereunder shall be subject to and subordinate to all options and rights of the initial fourth floor tenant, including but not limited to renewal or extension options. Once Tenant has been offered such space by Landlord under this Paragraph and failed to respond, accept or enter into a definitive lease as provided herein, the rights of Tenant under this Paragraph shall be extinguished.

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EXECUTED the 12^th day of June, 2000.

LANDLORD:		TENANT:
E-L Allison Pointe II, LLP		Network Specialists, Incorporated
By:	Edgeworth-Laskey Properties, LLC	By:	/s/ Scott Meyers
			Signature
Its:	Managing Partner
			Scott Meyers
By:	/s/ Thomas P. Lasky, Jr.		Please Print
Its:	Member		CFO
			Title

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EXHIBIT A

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EXHIBIT “A”

Legal Description

ALLISON POINTE
Parcel P-5

Part of the Northwest Quarter of Section 21, Township 17 North, Range 4 East in Marion County, Indiana, more particularly described as follows:

Commencing at the Southeast corner of said Northwest Quarter Section; thence along the South line thereof, South 89 degrees 06 minutes 37 seconds West (assumed bearing) 1199.71 feet; thence North 00 degrees 00 minutes 52 seconds West 12.57 feet to a point on the centerline of East 82nd Street as located by D.O.T. plans for Project ST-05-004A, which point is also the Southwest corner of the Grant of Right of Way for Allison Pointe Boulevard as recorded September 9, 1987 as Instrument 87-105141 in the Office of the Recorder of Marion County, Indiana (the next five courses are along the Westerly and Southerly lines of said Grant of Right of Way); (1) thence continuing North 00 degrees 00 minutes 52 seconds West 536.80 feet to a curve having a radius of 385.00 feet, the radius point of which bears North 89 degrees 59 minutes 08 seconds East; (2) thence Northerly and Northeasterly along said curve 212.52 feet to a point which bears North 58 degrees 23 minutes 15 seconds West from said radius point; (3) thence North 31 degrees 36 minutes 45 seconds East 762.23 feet to a curve having a radius of 305.00 feet, the radius point of which bears North 58 degrees 23 minutes 15 seconds West; (4) thence Northerly, Northwesterly and Westerly along said curve 650.79 feet to a point which bears North 00 degrees 38 minutes 30 seconds West from said radius point; (5) thence South 89 degrees 21 minutes 30 seconds West 204.00 feet to the Point of Beginning, which point is also the Northwest corner of a 4.244 acre tract described in a Warranty Deed recorded June 4, 1990 as Instrument 90-54079 in said Recorder’s Office; thence along the West line of said 4.244 acre tract, South 00 degrees 38 minutes 30 seconds East 537.17 feet to a point on the South line of the North Half of said Northwest Quarter Section; thence along said South line, South 89 degrees 11 minutes 38 seconds West 345.00 feet; thence North 00 degrees 38 minutes 30 seconds West 473.16 feet to a point on the Southerly right of way line of said Allison Pointe Boulevard, which point is on a curve having a radius of 100.00 feet, the radius point of which bears North 00 degrees 38 minutes 30 seconds West (the next three courses are along the Southerly line of said Allison Pointe Boulevard); (1) thence Easterly and Northeasterly along said curve, 82.98 feet to a point which bears South 48 degrees 11 minutes 15 seconds East from said radius point, and which point is on a reverse curve having a radius of 100.00 feet, the radius point of which bears South 48 degrees 11 minutes 15 seconds East; (2) thence Northeasterly and Easterly along said curve, 82.98 feet to a point which bears North 00 degrees 38 minutes 30 seconds West from said radius point; (3) thence North 89 degrees 21 minutes 30 seconds East 197.44 feet to the Point of Beginning, containing 4.148 acres, more or less.

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EXHIBIT B

(PLAN SHOWING TENANT’S SPACE)

SEE ATTACHED

Landlord’s Authorization of Plan:	/s/ Thomas P. Lasky, Jr.
Tenant’s Authorization of Plan:	/s/ Scott Meyers

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[PICTURE OF 257 TURNPIKE, SUITE 210 BLUEPRINT]

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EXHIBIT C

SERVICES TO BE PROVIDED BY LANDLORD
(AS OPERATING EXPENSES)

1.	Replacement of fluorescent tubes and starters in overhead parabolic light fixtures as needed.
2.	Hot and cold water for lavatory and drinking purposes.
3.	Toilet supplies including soap, paper or cloth towels, and toilet tissue for lavatories.
4.	Janitor services in accordance with the following schedule and to be accomplished unless otherwise indicated, five nights per week after Tenant’s normal working hours:

Entrance Doors:	Entrance glass will be cleaned five times per week.
Entrance Floor:	Entrance floor will be polished five times per week.
Broadloom:	All carpeted areas will be vacuumed three times per week. Broadloom will be shampooed upon request, at an additional cost to Tenant.
Wastepaper
Containers:	Wastepaper containers will be emptied five times per week; plastic liner bags will be provided for wastepaper containers; liners will be changed once a week.
Water Fountains:	All water fountains will be sanitized and polished five times per week.
Washrooms:	Maintain washroom facilities on each floor of the Building. Washrooms will be cleaned and serviced five times per week. This will include refilling all paper towel, toilet tissue, and soap dispensers, cleaning all towel and trash containers, cleaning and polishing all stainless steel fixtures, cleaning toilets, washing and sanitizing all wash basins and shelves, cleaning and polishing all mirrors, removing all disfigurations such as ink marks, drawings, etc. from all partitions and walls, damp mopping of floors.
Scuff Marks:	All scuff marks will be removed five times per week from all scuff plates on doors.
Tile Floors:	All floors will be swept five times per week. All corridors and office floors will be polished five times per week. Floors will be stripped whenever necessary.
Cafeteria:	Table and counters will be cleaned five times per week.

5. Proper care of grounds surrounding the Building, including care of lawns and shrubs and including removal of litter.

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6.	Maintaining and cleaning the sidewalks and parking areas in front of and around the Building including snow removal.
7.	Provision of adequate lighting for the parking areas servicing the Building.
8.	Exterior windows will be washed annually as a common area expense.
9.	HVAC (Heating, Ventilation, and Air-Conditioning) will be provided to Tenant during normal business hours (7:00AM to 6:00PM Monday thru Friday and 8:00AM to 12:00PM on Saturday). Temperature for Tenant’s space will be 68 degrees Fahrenheit for heat and 74 degrees Fahrenheit for air-conditioning. All of Tenants secondary HVAC systems and any special interior requirements shall be operated, maintained, repaired, and replaced, if necessary, at Tenant’s sole cost and expense.
10.	Elevator service;
11.	Maintenance of all parking facilities in good and safe condition; and
	Electrical current for ordinary office purposes in the Premises (if applicable) and electrical lighting service to all Common Areas and special service areas of Building in the manner and to the extent deemed by Landlord to be standard.

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EXHIBIT D

Rules and Regulations

1. The sidewalks, halls, passages, elevators and stairways shall not be obstructed by Tenant or used for any purpose other than for ingress to and egress from the leased premises. The halls, passages, entrances, elevators, stairways, balconies and roof are not for the use of the general public, and Landlord shall in all cases retain the right to control and prevent access thereto of all persons whose presence in the judgment of Landlord shall be prejudicial to the safety, character, reputation and interests of the Building and its tenants, provided, that nothing herein contained shall be construed to prevent such access to persons with whom Tenant normally deals in the ordinary course of its business unless such persons are engaged in illegal activities. Tenant and its employees shall not go upon the roof of the Building without the written consent of the Landlord.

2. The sashes, sash doors, windows, glass lights, and any lights or skylights that reflect or admit light into the halls or other places of the Buildings shall not be covered or obstructed. The toilet rooms, water and wash closets and other water apparatus shall not be used for any purpose other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage, resulting from the violation of this rule shall be borne by the tenant who, or whose clerk, agents, servants, or visitors, shall have caused it.

3. If Landlord, by a notice in writing to Tenant, shall object to any curtain, blind, shade or screen attached to, or hung in, or used in connection with, any window or door of the leased premises, such use of such curtain, blind, shade or screen shall be discontinued forthwith by Tenant. No awnings shall be permitted on any part of the leased premises.

4. No safes or other objects heavier than the lift capacity of the freight elevators of the Building shall be brought into or installed on the leased premises. Tenant shall not place a load upon any floor of the leased premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. The moving of safes shall occur only between such hours as may be designated by, and only upon previous notice to, the manager of the Building, and the persons employed to move safes in or out of the Building must be acceptable to Landlord. No freight, furniture or bulky matter of any description shall be received into the Building or carried into the elevators except during hours and in a manner approved by Landlord.

5. Tenant shall not use, keep, or permit to be used or kept any foul or noxious gas or substance in the leased premises, or permit or suffer the leased premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors, and/or vibrations, or interfere in any way with other tenants or those having business therein, nor shall any animals or birds (except Seeing Eye Dogs) be brought into or kept in or about the Building. Tenant shall not place or install any antennae or aerials or similar devices outside of the leased premises.

6. Tenant shall not use or keep in the Building any inflammables, including but not limited to kerosene, gasoline, naphtha and benzine (except cleaning fluids in small quantities and when in

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containers approved by the Board of Underwriters), or explosives or any other articles of intrinsically dangerous nature, or use any method of heating other than that supplied by Landlord.

7. It Tenant desires telephone or telegraph connections or alarm systems, Landlord will direct electricians as to where and how the wires are to be introduced. No boring or cutting for wires or otherwise shall be made without specific directions from Landlord.

8. Tenant, upon the termination of the tenancy, shall deliver to the Landlord all the keys of offices, rooms and toilet rooms which shall have been furnished Tenant or which Tenant shall have had made, and in the event of loss of any keys so furnished shall pay the Landlord therefor.

9. Tenant shall not put down any floor covering in the leased premises without the Landlord’s prior approval of the manner and method of applying such floor covering.

10. On Saturdays, Sundays, Legal holidays and on all other days between the hours of 6:00 P.M. and 8.00 A.M., access to the Building, or to the halls, corridors, elevators, or stairways in the Building or to the leased premises may be refused unless the person seeking access is known to the watchman in charge of the Building and has a pass or is properly identified. Services to be provided to the Tenant as previously outlined in this Lease shall be provided only during those hours in which the Building is open to the public. Landlord shall in no case be liable for damages for the admission to or exclusion from the Building of any person whom the Landlord has the right to exclude under Rule 1 above. In ease of invasion, mob, riot, public excitement, or other commotion, Landlord reserves the right to prevent access to the Building during the continuance of the same by closing the doors or otherwise, for the safety of the tenants or Landlord and protection of property in the Building.

11. Tenant assumes full responsibility for protecting its space from theft, robbery and pilferage which includes keeping doors locked and windows and other means of entry to the leased premises closed. Tenant shall have the ability to lock the stairway doors and elevators during off hours.

12. Tenant shall not alter any lock or install a new or additional lock or any bolt on any door of the leased premises without prior written consent of Landlord. If Landlord shall give its consent, Tenant shall in each case furnish Landlord with a key for any such lock.

13. In advertising or other publicity, without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed, Tenant shall not use the name of the Building except as the address of its business and shall not use pictures of the Building.

14. Tenant shall not make any room-to-room canvass to solicit business from other tenants in the Building; and shall not exhibit, sell or offer to sell, use, rent or exchange in or from the leased premises unless ordinarily embraced within the Tenant’s use of the leased premises specified herein.

15. Tenant shall not waste electricity, water or air conditioning and agrees to cooperate fully with Landlord to assure the most effective operation of the Building’s heating and air conditioning, and shall not allow the adjustment (except by Landlord’s authorized building personnel) of any controls other than room thermostats installed for Tenant’s use. Tenant shall keep corridor doors

42

closed and shall not open any windows except that if the air circulation shall not be in operation, windows which are openable may be opened with Landlord’s consent.

16. Tenant shall not do any cooking in the leased premises or engage any coffee cart service, except that Tenant may have and use a kitchenette for the convenience of its employees and clients which shall include a coffee maker, microwave oven, refrigerator and/or ice maker, and a water cooler.

17. Any wallpaper or vinyl fabric materials which Tenant may install on painted walls shall be applied with a stripable adhesive. The use of nonstripable adhesives will cause damage to the walls when materials are removed, and repairs made necessary thereby shall be made by Landlord at Tenant’s expense.

18. Tenant shall provide and maintain hard surface protective mats under all desk chairs which are equipped with casters to avoid excessive wear and tear to carpeting. If Tenant fails to provide such mats, the cost of carpet repair or replacement made necessary by such excessive wear and tear shall be charged to and paid for by Tenant.

19. Tenant will refer all contractors, contractor’s representatives and installation technicians, rendering any service to Tenant, to Landlord for Landlord’s supervision, approval, and control before performance of any contractual service. This provision shall apply to all work performed in the Building including installations of telephones, telegraph equipment, electrical devices and attachments and installations of any nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any other physical portion of the Building.

20. Movement in or out of the Building of furniture, office equipment, or other bulky materials, or movement through the Building entrances or lobby shall be restricted to hours designated by Landlord. All such movements, shall be under supervision of Landlord and in the manner agreed between Tenant and Landlord by prearrangement before performance. Such prearrangement initiated by Tenant will include determination by Landlord and subject to his decision and control, of the time, method, and routing of movement, limitations imposed by safety or other concerns which may prohibit any article, equipment or any other item from being brought into the Building. Tenant is to assume all risk as to damage to articles moved and injury to persons or public engaged or not engaged in such movement, including equipment, property, and personnel or Landlord if damaged or injured as a result of acts in connection with carrying out this service for Tenant from time of entering property to completion of work; and Landlord shall not be liable for acts of any person engaged in or any damage or loss to any of said property or persons resulting from any act in connection with such service performed for Tenant and Tenant hereby agrees to indemnify and hold harmless Landlord from and against any such damage, injury, or loss, including attorney’s fees.

21. No portion of Tenant’s area or any other part of the Building shall at any time be used or occupied as sleeping or lodging quarters.

22. Landlord will not be responsible for lost or stolen personal property, equipment, money, or jewelry from Tenant’s area or any public rooms regardless of whether such loss occurs when such area is locked against entry or not.

43

23. Employees of Landlord shall not receive or carry messages for or to any tenant or other person, nor contract with or render free or paid services to any tenant or tenant’s agents, employees, or invitees; in the event any of Landlord’s employees perform any such services, such employee shall be deemed the agent of tenant regardless of whether or how payment is arranged for services and Landlord is expressly relieved from any and all liability in connection with any such services and any associated injury or damage to person or property.

24. Tenant and its employees, agents, and invitees shall observe and comply with the driving and parking signs and markers on the property surrounding the Building.

25. Tenant shall give prompt notice to Landlord of any accidents to or defects in plumbing, electrical fixtures, or heating apparatus so that such accidents or defects may be attended to promptly.

26. The directories of the Building shall be used exclusively for the display of the name and location of the tenants only and will be provided at the expense of Landlord. Any additional names requested by Tenant to be displayed in the directories must be approved by Landlord and, if approved, will be provided at the sole expense of Tenant.

27. No vending machines of any description shall be installed, maintained or operated in any part of the Building without the written consent of Landlord.

28. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for the safety, care and cleanliness of the Building, and for the preservation of good order therein.

29. Smoking is prohibited in the lobby, corridors, elevators, restrooms, and all other common areas of the Building.

44

EXHIBIT E

EDGEWORTH-LASKEY PROPERTIES, L.L.C.

KEY RECEIPT

TODAY’S DATE

KEY GIVEN BY:

PROPERTY ADDRESS:

SUITE NO.:

TENANT NAME:

THIS RECEIPT WILL SERVE AS AN ACCEPTANCE LETTER FOR THE PREMISES REFERENCED ABOVE ESTABLISHING TODAY AS THE COMMENCEMENT DATE FOR THE LEASE AGREEMENT FOR SAID PREMISES UNLESS OTHERWISE NOTED BELOW.

UTILITIES:		OR
	Today		Date
RENT:		OR
	Today		Date
TAXES:		OR
	Today		Date
COMMON AREA/
LANDSCAPE
MAINTENANCE:		OR
	Today		Date

REMARKS:

RECEIVED BY:

DATE:

45

EXHIBIT F
(Form of Letter of Credit)

STANDBY CREDIT	DATE:
BENEFICIARY	*****MAIL*****
E-L Allison Pointe II, LLP	CREDIT NUMBER:
c/o Edgeworth Laskey Properties, LLC
8520 Allison Pointe Blvd., Suite 128
Indianapolis, IN 46250	OPENER’S REFERENCE NO:

Gentlemen:

By order of:

We hereby open in your favor our irrevocable letter of credit for the account of our client, for a sum or sums not exceeding a total of USD 1,000,000 (One Million and no/100 US Dollars) available by your draft(s) at sight on [Summit Bank] effective                      and expiring at our above address at 3:00 PM local time on                     .

Documents required:

1. An original beneficiary’s (or its successor or assign as a recognized assignee beneficiary of this letter of credit) statement purportedly signed by an authorized representative of such beneficiary (mentioning title) stating either that:

a) We hereby certify that the amount of the draft is due and payable to E-L Allison Pointe II, its successor or assign, as Landlord in accordance with the terms of the Lease Agreement with Network Specialists, Incorporated, as Tenant, dated                     , on account of an event of default by Tenant (including expiration of the applicable cure or grace period, if any), as to which Landlord has provided ten (10) days’ written notice of its intent to draw under this Letter of Credit.

Or

b) this letter of credit was not extended for the required amount and additional term at least twenty (20) days prior to its expiration date, as required by E-L Allison Pointe II, LLP, its successor or assign as Landlord in accordance with the terms of

46

the Lease Agreement with Network Specialists, Incorporated, as Tenant, dated                     .

2. The original standby letter of credit and any original subsequent amendments.

It is a provision of this credit that it shall be automatically extended without amendment for additional periods of one year from the present or each future expiration date unless at lease sixty (60) days prior to the expiration date we notify you in writing by certified or registered mail (return receipt requested) or courier that we elect not to so renew this credit.

In any event the final expiration date of this standby letter of credit is                     .

Documents presented with discrepancies will incur a fee of USD 75.00 which will be deducted from proceeds paid to beneficiary.

Should payment be effected the following fees will be deducted from proceeds (as applicable): Fed Wire Fee USD 15.00; check processing fee USD 30.00; swift payment fee USD 30.00.

On the expiration date, please return the original standby letter of credit and any subsequent amendments to the bank for cancellation.

We hereby agree with you, drawers, endorsers, and bona fide holders of all drafts drawn under and in compliance with the terms of this credit that all drawings under and in compliance with the terms of this credit shall be duly honored upon presentation to us. Drafts, if required, must indicate the name of our bank and this letter of credit number. The original letter of credit must be submitted with any drawings. This letter of credit is issued subject to the Uniform Customs and Practice for Documentary Credits (1993) Revision), International Chamber of Commerce Publication No. 500.

Kindly address all correspondence regarding this letter of credit to                     

Sincerely,

Irrevocable Letter of Credit

47

EXHIBIT F
(Form of Letter of Credit)

STANDBY CREDIT	DATE:
BENEFICIARY	*****MAIL*****
E-L Allison Pointe II, LLP	CREDIT NUMBER:
c/o Edgeworth Laskey Properties, LLC
8520 Allison Pointe Blvd., Suite 128
Indianapolis, IN 46250	OPENER’S REFERENCE NO:

Gentlemen:

By order of:

We hereby open in your favor our irrevocable letter of credit for the account of our client, for a sum or sums not exceeding a total of USD 1,000,000 (One Million and no/100 US Dollars) available by your draft(s) at sight on [Summit Bank] effective                      and expiring at our above address at 3:00 PM local time on                     .

Documents required:

1. An original beneficiary’s (or its successor or assign as a recognized assignee beneficiary of this letter of credit) statement purportedly signed by an authorized representative of such beneficiary (mentioning title) stating either that:

a) We hereby certify that the amount of the draft is due and payable to E-L Allison Pointe II, its successor or assign, as Landlord in accordance with the terms of the Lease Agreement with Network Specialists, Incorporated, as Tenant, dated                     , on account of an event of default by Tenant (including expiration of the applicable cure or grace period, if any), as to which Landlord has provided ten (10) days’ written notice of its intent to draw under this Letter of Credit.

Or

b) this letter of credit was not extended for the required amount and additional term at least twenty (20) days prior to its expiration date, as required by E-L Allison Pointe II, LLP, its successor or assign as Landlord in accordance with the terms of

48

the Lease Agreement with Network Specialists, Incorporated, as Tenant, dated                     .

2. The original standby letter of credit and any original subsequent amendments.

It is a provision of this credit that it shall be automatically extended without amendment for additional periods of one year from the present or each future expiration date unless at lease sixty (60) days prior to the expiration date we notify you in writing by certified or registered mail (return receipt requested) or courier that we elect not to so renew this credit.

In any event the final expiration date of this standby letter of credit is                     .

Documents presented with discrepancies will incur a fee of USD 75.00 which will be deducted from proceeds paid to beneficiary.

Should payment be effected the following fees will be deducted from proceeds (as applicable): Fed Wire Fee USD 15.00; check processing fee USD 30.00; swift payment fee USD 30.00.

On the expiration date, please return the original standby letter of credit and any subsequent amendments to the bank for cancellation.

We hereby agree with you, drawers, endorsers, and bona fide holders of all drafts drawn under and in compliance with the terms of this credit that all drawings under and in compliance with the terms of this credit shall be duly honored upon presentation to us. Drafts, if required, must indicate the name of our bank and this letter of credit number. The original letter of credit must be submitted with any drawings. This letter of credit is issued subject to the Uniform Customs and Practice for Documentary Credits (1993) Revision), International Chamber of Commerce Publication No. 500.

Kindly address all correspondence regarding this letter of credit to                     

Sincerely,

Irrevocable Letter of Credit

49

EXHIBIT G
Identification of Broker(s)

Landlord’s Broker, if any:

Edgeworth-Laskey Properties, LLC

Tenant’s Broker, if any:

Darrin Boyd, Colliers Turley Martin Tucker

50

EXHIBIT H

Initial Janitorial and Cleaning Schedule

Daily

Empty and damp wipe ashtrays.
Empty waste containers and replace liners as needed.
Dust mop hard surface flooring – spot mop spillage.
Vacuum traffic areas.
Wash glass top desks and tables.
Spot wash glass doors.
Clean drinking fountains.
Remove trash from building to outside receptacle within leak proof container.
Clean and sanitize sinks and toilets.
Spot clean carpet.
Extinguish lights, lock doors, and report needed repairs/leaks and malfunctions.

BI-Weekly

Dust all horizontal surfaces within each floor.

Weekly

Spot wash side lights.
Polish drinking fountains.
Detail vacuum entire office.
Remove fingerprints from doors, frames and light switches.
Spot clean wall partitions, window ledges and door frames.
Perform low dusting of chair bottoms, end tables, and side light sills.
Damp mop hard surface flooring.
Clean and polish flooring in lobbies and main aisles.

Monthly

Clean all directory boards, displays, interior and exterior entry doors, picture frames and tenant signage.
Dust window blinds.
Scrub and refinish resilient floors.

Quarterly

Dust exhaust vents in the rest rooms.

Semi-Annually

Strip and refinish resilient flooring.
Damp wipe base throughout.

51

EXHIBIT I

General Sign Specifications

(attached)

52

[PICTURE OF COMPANY’S SIGNAGE]
`

53

EX-10.14

Exhibit 10.14

FIRST AMENDMENT TO LEASE AGREEMENT

     This First Amendment to Lease Agreement (“Amendment”) is entered into this 15^th day of June, 2000, by and between E-L Allison Pointe II, LLP (“Landlord”) and Network Specialists, Incorporated (“Tenant”).

Recitals

     A. Pursuant to a Lease Agreement executed by Tenant on June 12, 2000, and being executed by Landlord in connection with this Amendment on June 15, 2000, Landlord leased to Tenant the following leased premises in a building commonly known as Lake Pointe Center 3, 8470 Allison Pointe Blvd., Indianapolis, Indiana (the “Building”): the entire third floor, consisting of 23,668 square feet, and a portion of the second floor, consisting of 11,213 square feet (collectively, the “Initial Space”), to be later expanded per the terms and conditions herein, to include the remainder of the entire second floor, consisting of an additional 10,548 square feet (the “Expansion Space”), for a total area of 45,429 square feet (the “Leased Premises”).

     B. In connection with Tenant’s execution of the Lease, Landlord and Tenant agreed to amend the Lease to incorporate certain amended terms and provisions as set forth herein.

     Now, therefore, in consideration of the premises, the rents reserved under the Lease and the mutual undertakings and promises contained therein and herein, Landlord and Tenant agree as follows:

Amendments

     1. Interpretation and Definitions.

(a)

The Recitals set forth above are hereby incorporated by reference.

(b)

From and after the date of this Amendment, the term “Lease” shall mean and refer to the Lease described in Recital A as modified by this Amendment. In the event of any inconsistency between the provisions of this Amendment and the Lease, the terms and provisions of this Amendment shall govern and control. Any capitalized term not otherwise defined herein shall have the meaning attributed to it in the Lease.

     2. Lease Paragraph 3.B (Base Rent and Adjustments to Base Rent). If the Building and Initial Space are not substantially completed by August 15, 2000 for reasons other than Tenant Delays or force majeure (as defined in Paragraph 12.C of the Lease) then the date of December 31, 2000 set forth in Paragraph 3.B.i, and the date of January 1, 2001 set forth in Paragraph 3.B.ii, each shall be extended to the date that is the same number of days after such date as the number of days (excepting that number of days of delay, if any, caused by Tenant Delays or force majeure, as defined in Paragraph 12.C of the Lease) between August 15, 2000 and the actual date of substantial completion (as defined in Paragraph 1.C of the Lease). For this purpose, it is agreed that the date of substantial completion shall be determined without regard to installation of the Liebert air conditioning units (described subparagraph “E” under the heading “HVAC” in Exhibit C to the Lease), it being understood that said units may not be available until

after August 15, 2000, for reasons beyond Landlord’s control; provided, however, that if said air conditioning units are not installed and functional by September 15, 2000, then Landlord will rent and temporarily install (or, at Landlord’s option, pay the reasonable rental cost to Tenant of temporarily renting and installing) supplemental air conditioning equipment to provide in the 2^nd floor lab area, from and after September 15, 2000, until the Liebert units are installed and fully functional, such temporary additional cooling capacity, if any, up to a maximum of the 20 tons intended to be provided by the Liebert units, as Tenant reasonably determines to be necessary to permit normal operation of its equipment in the laboratory while maintaining room air temperatures comparable to the temperatures that would be maintainable with the Liebert units installed and functional.

     3. Tenant Improvements. Notwithstanding anything to the contrary set forth in Paragraph 7 or elsewhere in the Lease, Landlord and Tenant acknowledge that the tenant improvements set forth in Exhibit C include certain non-standard or extra items that Landlord has agreed to install at a cost to Tenant of Nine Thousand Four Hundred and 00/100 Dollars ($9,400.00), which amount shall be due and payable upon full execution of this Lease, together with the first month’s base rent, pursuant to Paragraph 3.A of the Lease.

     4. No Implied Changes. Except as expressly amended by this Amendment, the Lease is ratified and confirmed and remains in full force and effect.

     IN WITNESS WHEREOF the parties hereto have executed this First Amendment to Lease as of the date first set forth above.

Tenant:		Landlord:
Network Specialists, Incorporated		E-L Allison Pointe II, LLP
		By: Edgeworth-Laskey Properties, LLC,
		Managing Partner
By:	/s/ Scott Meyers	By:	/s/ Thomas P. Lasky, Jr.
Print:	Scott Meyers	Print:	Thomas P. Lasky, Jr.
Title:	CFO		Member
	6/19/00

2

EX-10.15

Exhibit 10.15

Silicon Valley Bank

Loan and Security Agreement

Borrower:	NETWORK SPECIALISTS,
	INCORPORATED
Address:	Two Hudson Place, Suite 700
	Hoboken, New Jersey 07030
Date:	October 16, 2003

THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON VALLEY BANK (“Silicon”) , whose address is 3003 Tasman Drive, Santa Clara, California 95054 and the borrower named above (the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule and Exhibits to this Agreement (the “Schedule” and the “Exhibits,” respectively) shall for all purposes be deemed to be a part of this Agreement, and the same are integral parts of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)

1. LOANS.

     1.1 Loans. Silicon will make loans to Borrower (the “Loans”) up to the amounts (the “Credit Limit”) shown on the Schedule, provided no Default or Event of Default has occurred and is continuing, and subject to deduction of any Reserves for accrued interest and such other Reserves as Silicon deems proper from time to time in its good faith business judgment. Amounts borrowed may be repaid and reborrowed during the term of this Agreement.

     1.2 Interest. All Loans and all other monetary Obligations shall bear interest at the rate shown on the Schedule, except where expressly set forth to the contrary in this Agreement. Interest shall be payable monthly, on the last day of the month. Interest may, in Silicon’s discretion, be charged to Borrower^’s loan account, and the same shall thereafter bear interest at the same rate as the other loans. Silicon may, in its discretion, charge interest to Borrower’s Deposit Accounts maintained with Silicon. Regardless of the amount of Obligations that may be outstanding from time to time, Borrower shall pay Silicon minimum monthly interest during the term of this Agreement in the amount set forth on the Schedule (the “Minimum Monthly Interest”).

     1.3 Overadvances. If at any time or for any reason the total of all outstanding Loans and all other monetary Obligations exceeds the Credit Limit (an “Overadvance”), Borrower shall immediately pay the amount of the excess to Silicon, without notice or demand. Without limiting Borrower’s obligation to repay to Silicon the amount of any Overadvance, Borrower agrees to pay Silicon interest on the outstanding amount of any Overadvance, on demand, at the Default Rate.

     1.4 Fees. Borrower shall pay Silicon the fees shown on the Schedule, which are in addition to all interest and other sums payable to Silicon and are not refundable.

Silicon Valley Bank Loan and Security Agreement

     1.5 Letters of Credit. At the request of Borrower, Silicon may, in its good faith business judgment, issue or arrange for the issuance of letters of credit for the account of Borrower, in each case in form and substance satisfactory to Silicon in its sole discretion (collectively, “Letters of Credit”). The aggregate face amount of all Letters of Credit outstanding from tine to time (plus all Silicon exposure under any foreign exchange contracts and Cash Management Services) shall not exceed the amount shown on the Schedule (the “Letter of Credit Sublimit”), and shall be reserved against Loans which would otherwise be available hereunder, and in the event at any time there are insufficient Loans available to Borrower for such reserve, Borrower shall deposit and maintain with Silicon cash collateral in an amount at all times equal to such deficiency, which shall be held as Collateral for all purposes of this Agreement. Borrower shall pay all bank charges (including charges of Silicon) for the issuance of Letters of Credit, together with such additional fee as Silicon’s letter of credit department shall charge in connection with the issuance of the Letters of Credit. Any payment by Silicon under or in connection with a Letter of Credit shall constitute a Loan hereunder on the date such payment is made. Each Letter of Credit shall have an expiry date no later than thirty days prior to the Maturity Date. Borrower hereby agrees to indemnify and hold Silicon harmless from any loss, cost, expense, or liability, including payments made by Silicon, expenses, and reasonable attorneys’ fees incurred by Silicon arising out of or in connection with any Letters of Credit. Borrower agrees to be bound by the regulations and interpretations of the issuer of any Letters of Credit guaranteed by Silicon and opened for Borrower’s account or by Silicon’s interpretations of any Letter of Credit issued by Silicon for Borrower’s account, and Borrower understands and agrees that Silicon shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments, or supplements thereto. Borrower understands that Letters of Credit may require Silicon to indemnify the issuing bank for certain costs or liabilities arising out of claims by Borrower against such issuing bank. Borrower hereby agrees to indemnify and hold Silicon harmless with respect to any loss, cost, expense, or liability incurred by Silicon under any Letter of Credit as a result of Silicon’s indemnification of any such issuing bank. The provisions of this Loan Agreement, as it pertains to Letters of Credit, and any other Loan Documents relating to Letters of Credit are cumulative.

     1.6 Cash Management Services Sublimit. In addition to Section 1.5 above, Borrower may also use up to the amount set forth on the Schedule for Cash Management Services. Such aggregate amounts utilized under the Cash Management Services Sublimit shall at all times reduce the amount otherwise available for Loans, letters of credit, foreign exchange contracts or other credit accommodations hereunder. Any amounts Silicon pays on behalf of Borrower or any amounts that are not paid by Borrower for any Cash Management Services will be treated as Loans hereunder and will accrue interest at the interest rate applicable to Loans.

     1.7 Loan Requests. To obtain a Loan, Borrower shall make a request to Silicon by facsimile or telephone. Loan requests received after 12:00 Noon will not be considered by Silicon until the next Business Day. Silicon may rely on any telephone request for a Loan given by a person whom Silicon believes is an authorized representative of Borrower, and Borrower will indemnify Silicon for any loss Silicon suffers as a result of that reliance. In the event Borrower has elected to be on “non-borrowing reporting status” (see Section 6 of the Schedule), Borrower shall furnish Silicon with a Loan request at least twenty-one (21) days prior to the requested funding date.

2

Silicon Valley Bank Loan and Security Agreement

2. SECURITY INTEREST.

     2.1 Security Interest. To secure the payment and performance of all of the Obligations when due, and the performance of each of the Borrower’s duties under this Agreement and all documents executed in connection herewith, Borrower hereby grants to Silicon a continuing security interest in all of Borrower’s interest in the following, whether now owned or hereafter acquired, and wherever located: All Inventory, Equipment, Payment Intangibles, Letter-of-Credit Rights, Supporting Obligations, Receivables, and General Intangibles, Deposit Accounts, and all money, and all property now or at any time in the future in Silicon’s possession (including claims and credit balances), and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties), all products and all books and records related to any of the foregoing (all of the foregoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the “Collateral”). The security interest granted herein shall be a first priority security interest in the Collateral. After the occurrence of a Default, Silicon may place a “hold” on any Deposit Account pledged as collateral. Borrower is not a party to, nor is bound by, any license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Without prior consent from Silicon, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material impact on Silicon’s business or financial condition. Borrower shall take such steps as Silicon requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral^” and for Silicon to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future. If Borrower shall at any time, acquire a commercial tort claim, Borrower shall promptly notify Silicon in a writing signed by Borrower of the brief details thereof and grant to Silicon in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Silicon.

     Notwithstanding the foregoing, unless and until the occurrence of an Intellectual Property Granting Event, the Collateral does not include: any copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, now owned or later acquired; any patents, trademarks, service marks and applications therefor; any trade secret rights, including any rights to unpatented inventions, now owned or hereafter acquired (the “Intellectual Property^”). Notwithstanding the foregoing, at all times the Collateral shall include all accounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the foregoing intellectual property. To the extent a court of competent jurisdiction holds that a security interest in any Intellectual Property is necessary to have a security interest in any accounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the foregoing Intellectual Property, then the Collateral shall, effective as of the date hereof, include the Intellectual Property, to the extent necessary to permit perfection of Silicon’s security interest in such accounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the Intellectual Property.

3

Silicon Valley Bank Loan and Security Agreement

3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER

     In order to induce Silicon to enter into this Agreement and to make Loans, Borrower represents and warrants to Silicon as follows, and Borrower covenants that the following representations will continue to be true, and that Borrower will at all times comply with all of the following covenants, throughout the terms of this Agreement and until all Obligations have been paid and performed in full:

     3.1 Corporate Existence and Authority. Borrower is and will continue to be, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. Borrower is and will continue to be qualified and licensed to do business in all jurisdictions in which any failure to do so would have a material adverse effect on Borrower. The execution, delivery and performance by Borrower of this Agreement, and all other documents contemplated hereby (i) have been duly and validly authorized, (ii) are enforceable against Borrower in accordance with their terms (except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally), (iii) do not violate Borrower’s articles or certificate of incorporation, or Borrower’s by-laws, or any law or any material agreement or instrument which is binding upon Borrower or its property, and (iv) do not constitute grounds for acceleration of any material indebtedness or obligation under any material agreement or instrument which is binding on Borrower or its property.

     3.2 Name; Trade Names and Styles. The name of Borrower set forth in the heading to this Agreement is its correct name. Listed on the Schedule are all prior names of Borrower and all of Borrower’s present and prior trade names. Borrower shall give Silicon 30 days’ prior written notice before changing its name or doing business under any other name. Borrower has complied, and will in the future comply, with all laws relating to the conduct of business under a fictitious business name.

     3.3 Place of Business; Location of Collateral. The address set forth in the heading to this Agreement is Borrower’s chief executive office. In addition, Borrower has places of business and Collateral is located only at the locations set forth on the Schedule. Borrower will give Silicon at least 30 days prior written notice before opening any additional place of business, changing its chief executive office, changing its state of formation (other than its re-incorporation in Delaware by merger with NSI Software, Inc., a Delaware corporation, which shall be the surviving entity, which re-incorporation is expected to occur within twenty (20) days of the date hereof (the “Reincorporation”)) or moving any of the Collateral to a location other than Borrower’s Address or one of the locations set forth on the Schedule, except that Borrower may maintain sales offices in the ordinary course of business at which not more than a total of $10,000 fair market value of Equipment is located.

     3.4 Title to Collateral; Permitted Liens. Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a fast-priority perfected and enforceable security interest in all of the

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Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower’s right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest, Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify, so as to ensure that Silicon’s rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

     3.5 Maintenance of Collateral. Borrower will maintain the Collateral in good working condition (ordinary wear and tear excepted), and Borrower will not use the Collateral for any unlawful purpose. Borrower will immediately advise Silicon writing of any material loss or damage to the Collateral.

     3.6 Boots and Records. Borrower has maintained and will maintain at Borrower’s Address complete and accurate books and records, comprising an accounting system in accordance with GAAP.

     3.7 Financial Condition, Statements and Reports. All financial statements now or in the future delivered to Silicon have been, and will be, prepared in conformity with GAAP and now and in the future will fairly present the results of operations and financial condition of Borrower, in accordance with GAAP, at the times and for the periods therein stated. Between the last date covered by any such statement provided to Silicon and the date hereof, there has been no material adverse change in the financial condition or business of Borrower. Borrower is now and will continue to be solvent.

     3.8 Tax Returns and Payments; Pension Contributions. Borrower has timely filed, and will timely file, all required tax returns and reports, and Borrower has timely paid, and will timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, defer payment of any contested taxes, provided that Borrower (i) in good faith contests Borrower’s obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (ii) notifies Silicon in writing of the commencement of, and any material development in, the proceedings, and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a lien upon any of the Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not and will not withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any such plan which

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could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

     3.9 Compliance with Law. Borrower has, to the best of its knowledge, complied, and will comply, in all material respects, with all provisions of all foreign, federal, state and local laws and regulations applicable to Borrower, including, but not limited to, those relating to Borrower’s ownership of real or personal property, the conduct and licensing of Borrower’s business, and all environmental matters

     3.10 Litigation. Except as disclosed in the Schedule, there is no claim, suit, litigation_; proceeding or investigation pending or (to best of Borrower’s knowledge) threatened by or against or affecting Borrower in any court or before any governmental agency (or any basis therefor known to Borrower) which may result, either separately or in the aggregate, in any material adverse change its the financial condition or business of Borrower, or in any material impairment in the ability of Borrower to carry on its business in substantially the same manner as it is now being conducted. Borrower will promptly inform Silicon in writing of any claim, proceeding, litigation or investigation in the future threatened or instituted by or against Borrower involving any single claim of $50,000 or more, or involving $100,000 or more in the aggregate.

     3.11 Use of Proceeds. All proceeds of all Loans shall be used solely for lawful business purposes. Borrower is not purchasing or carrying any “margin stock” (as defined in Regulation U of the Board of Governors of the Federal Reserve System) and no part of the proceeds of any Loan will be used to purchase or carry any “margin stock” or to extend credit to others for the purpose of purchasing or carrying any “margin stock.”

4. RECEIVABLES.

     4.1 Representations Relating to Receivables. Borrower represents and warrants to Silicon as follows: Each Receivable with respect to which Loans are requested by Borrower shall, on the date each Loan is requested and made, (i) represent an undisputed bona fide existing unconditional obligation of the Account Debtor created by the sale, delivery, and acceptance of goods or the rendition of services, or the non-exclusive licensing of Intellectual Property, in the ordinary course of Borrower’s business, and (ii) meet the Minimum Eligibility Requirements set forth in Section 8 below.

     4.2 Representations Relating to Documents and Legal Compliance. Borrower represents and warrants to Silicon as follows: All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Receivables are and shall be true and correct and all such invoices, instruments and other documents and all of Borrower’s books and records are and shall be genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Receivable shall fully comply in all material respects with all applicable laws and governmental rules and regulations. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Receivables are and shall be genuine, and all such documents, instruments and agreements are and shall be legally enforceable in accordance with their terms.

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     4.3 Schedules and Documents relating to Receivables. Borrower shall deliver to Silicon transaction reports and schedules of collections, as provided in the Schedule, on Silicon’s standard form; provided however, that Borrower’s failure to execute and deliver the same shall not affect or limit Silicon’s security interest and other rights in all of Borrower’s Receivables, nor shall Silicon’s failure to advance or lend against a specific Receivable affect or limit Silicon’s security interest and other rights therein. If requested by Silicon, Borrower shall furnish Silicon with copies (or, at Silicon’s request, originals) of all contracts, orders, invoices, and other similar documents, and all original shipping instructions, delivery receipts, bills of lading, and other evidence of delivery, for any goods the sale or disposition of which gave rise to such Receivables, and Borrower warrants the genuineness of all of the foregoing. Borrower shall also furnish to Silicon an aged accounts receivable trial balance in such form and at such intervals as Silicon shall request. In addition, Borrower shall deliver to Silicon, on its request, the originals of all instruments, chattel paper, security agreements, guarantees and other documents and property evidencing or securing any Receivables, in the same form as received, with all necessary indorsements, and copies of all credit memos.

     4.4 Collection of Receivables. Borrower shall cause the Account Debtors to remit all Receivables to Silicon and Silicon shall hold all payments on, and proceeds of, Receivables in a lockbox account, or such other “blocked account^” as Silicon may specify, pursuant to a blocked account agreement in such form as Silicon may specify. All such payments on, and proceeds of, Receivables shall be applied to the Obligations in such order as Silicon shall determine. Silicon or its designee may, at any time, notify Account Debtors that the Receivables have been assigned to Silicon.

     4.5 Remittance of Proceeds. All proceeds arising from the disposition of any Collateral shall be delivered in kind, by Borrower so Silicon in the original form in which received by Borrower not later than the following Business Day after receipt by Borrower, to be applied to the Obligations in such order as Silicon shall determine; provided that, if no Default or Event of Default has occurred and is continuing, Borrower shall not be obligated to remit to Silicon the proceeds of the sale of worn out or obsolete Equipment disposed of by Borrower in good faith in an arm’s length transaction for an aggregate purchase price of $25,000 or less (for all such transactions in any fiscal year). Borrower agrees that it will not commingle proceeds of Collateral with any of Borrower’s other funds or property, but will hold such proceeds separate and apart from such other funds and property and in an express trust for Silicon. Nothing in this Section 4.5 limits the restrictions on disposition of Collateral set forth elsewhere in this Agreement.

     4.6 Disputes. Borrower shall notify Silicon promptly of all disputes or claims relating to Receivables. Borrower shall not forgive (completely or partially), compromise or settle any Receivable for less than payment in full, or agree to do any of the foregoing, except that Borrower may do so, provided that: (i) Borrower does so in good faith, in a commercially reasonable manner, in the ordinary course of business, and in arm’s length transactions, which are reported to Silicon on the regular reports provided to Silicon; (ii) no Default or Event of Default has occurred and is continuing: and (iii) taking into account all such discounts settlements and forgiveness, the total outstanding Loans will not exceed the Credit Limit. Silicon may, at any time after the occurrence of an Event of Default, settle or adjust disputes or claims directly with Account Debtors for amounts and upon terms which Silicon considers advisable in its reasonable credit judgment and,

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in all cases, Silicon shall credit Borrower’s Loan account with only the net amounts received by Silicon in payment of any Receivables.

     4.7 Returns. Provided no Event of Default has occurred and is continuing, if any Account Debtor returns any Inventory to Borrower, Borrower shall promptly determine the reason for such return and promptly issue a credit memorandum to the Amount Debtor in the appropriate amount (sending a copy to Silicon). In the event any attempted return occurs after the occurrence and during the continuance of any Event of Default, Borrower shall (i) hold the returned Inventory in trust for Silicon, (ii) segregate all returned Inventory from all Borrower’s other property, (iii) conspicuously label the returned Inventory as Silicon’s property, and (iv) immediately notify Silicon of the return of any Inventory, specifying the reason for such return, the location and condition of the returned Inventory, and on Silicon’s request deliver such returned Inventory to Silicon.

     4.8 Verification. Silicon may, from time to time, verify directly with the respective Account Debtors the validity, amount and other matters relating to the Receivables, by means of mail, telephone or otherwise, either in the name of Borrower or Silicon or such other name as Silicon may choose.

     4.9 No Liability. Silicon shall not be responsible or liable for any shortage or discrepancy in, damage to, or loss or destruction of, any goods, the sale or other disposition of which gives rise to a Receivable, or for any error, act, omission, or delay of any kind occurring in the settlement, failure to settle, collection or failure to collect any Receivable, or for settling any Receivable in good faith for less than the full amount thereof, nor shall Silicon be deemed to be responsible for any of Borrower^’s obligations under any contract or agreement giving rise to a Receivable. Nothing herein shall, however, relieve Silicon from liability for its own gross negligence or willful misconduct.

5. ADDITIONAL DUTIES OF THE BORROWER.

     5.1 Financial and Other Covenants. Borrower shall at all times comply with the financial and other covenants set forth in the Schedule.

     5.2 Insurance. Borrower shall, at all times insure all of the tangible personal property Collateral and carry such other business insurance, with insurers reasonably acceptable to Silicon, in such form and amounts as Silicon may reasonably require and that are customary and in accordance with standard practices for Borrower’s industry and locations, and Borrower shall provide evidence of such insurance to Silicon. All such insurance policies shall name Silicon as an additional loss payee, and shall contain a lenders loss payee endorsement in form reasonably acceptable to Silicon. Upon receipt of the proceeds of any such insurance, Silicon shall apply such proceeds in reduction of the Obligations as Silicon shall determine in its good faith business judgment, except that, provided no Default or Event of Default has occurred and is continuing, Silicon shall release to Borrower insurance proceeds with respect to Equipment totaling less than $250,000, which shall be utilized by Borrower for the replacement of the Equipment with respect to which the insurance proceeds were paid. Silicon may require reasonable assurance that the insurance proceeds so released will be so used. If Borrower fails to provide or pay for any

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insurance, Silicon may, but is not obligated to, obtain the same at Borrower’s expense. Borrower shall promptly deliver to Silicon copies of all material reports made to insurance companies.

     5.3 Reports. Borrower, at its expense, shall provide Silicon with the written reports set forth in the Schedule, and such other written reports with respect to Borrower (including budgets, sales projections, operating plans and other financial documentation), as Silicon shall from time to time specify in its good faith business judgment.

     5.4 Access to Collateral, Books and Records. At reasonable times, and on one Business Day’s notice, Silicon, or its agents, shall have the right to inspect the Collateral, and the right to audit and copy Borrower’s books and records. Silicon shall take reasonable steps to keep confidential all information obtained in any such inspection or audit, but Silicon shall have the right to disclose any such information to its auditors, regulatory agencies, and attorneys, and pursuant to any subpoena or other legal process. The foregoing inspections and audits shall be at Borrower’s expense, which inspections and audits shall not exceed four (4) per calendar year prior to the occurrence of an Event of Default, and the charge therefor shall be $750 per person per day (or such higher amount as shall represent Silicon’s then current standard charge for the same), plus reasonable out-of-pocket expenses. In the event Borrower and Silicon schedule an audit more than 10 days in advance, and Borrower seeks to reschedule the audit with less than 10 days written notice to Silicon, then (without limiting any of Silicon’s rights or remedies), Borrower shall pay Silicon a cancellation fee of $1,000 plus any out-of-pocket expenses incurred by Silicon, to compensate Silicon for the anticipated costs and expenses of the cancellation.

     5.5 Negative Covenants. Except as may be permitted in the Schedule, Borrower shall not, without Silicon’s prior written consent (which shall be a matter of its good faith business judgment), do any of the following: (i) merge or consolidate with another corporation or entity other than the Reincorporation; (ii) acquire any assets, except in the ordinary course of business; (iii) enter into any other transaction outside the ordinary course of business; (iv) sell or transfer any Collateral, except for the sale of finished inventory in the ordinary course of Borrower’s business, and except for the sale of obsolete or unneeded Equipment in the ordinary course of business; (v) store any Inventory or other Collateral with any warehouseman or other third party; (vi) sell any inventory on a sale-or-return, guaranteed sale, consignment, or other contingent basis; (vii) make any loans of any money or other assets; (viii) incur any debts outside the ordinary course of business; (ix) guarantee or otherwise become liable with respect to the obligations of another party or entity; (x) pay or declare any dividends on Borrower’s stock (except for dividends payable solely in stock of Borrower), other than in connection with Borrower’s Series B Preferred Stock; (xi) redeem (other than in connection with Borrower’s Series B Preferred Stock), retire, purchase or otherwise acquire, directly or indirectly, any of Borrower^’s stock; (xii) make any change in Borrower’s capital structure which would have a material adverse effect on Borrower or on the prospect of repayment of the Obligations; (xiii) engage, directly or indirectly, in any business other than the business currently engaged in by Borrower or reasonably related thereto; or (xiv) dissolve or elect to dissolve. Transactions permitted by the foregoing provisions of this Section are only permitted if no Default or Event of Default would occur as a result of such transaction.

     5.6 Litigation Cooperation. Should any third-party suit or proceeding be instituted by or against Silicon with respect to any Collateral or relating to Borrower, Borrower shall, without

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expense to Silicon, make available Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Silicon may deem them reasonably necessary in order to prosecute or defend any such suit or proceeding.

     5.7 Further Assurances. Borrower agrees, at its expense, on request by Silicon, to execute all documents and take all actions, as Silicon may, in its good faith business judgment, deem necessary or useful in order to perfect and maintain Silicon’s perfected first-priority security interest in the Collateral (subject to Permitted Liens), and in order to fully consummate the transactions contemplated by this Agreement.

6. TERM.

     6.1 Maturity Date. This Agreement shall continue in effect until the maturity date set forth on the Schedule (the “Maturity Date”); subject to Section 6.2 below.

     6.2 Payment of Obligations. On the Maturity Date or on any earlier effective date of termination, Borrower shall pay and perform in full all Obligations, whether evidenced by installment notes or otherwise, and whether or not all or any part of such Obligations are otherwise then due and payable. Without limiting the generality of the foregoing, if on the Maturity Date, or on any earlier effective date of termination, there are any outstanding Letters of Credit issued by Silicon or issued by another institution based upon an application, guarantee, indemnity or similar agreement on the part of Silicon, then on such date Borrower shall provide to Silicon cash collateral in an amount equal to 105% of the face amount of all such Letters of Credit plus all interest, fees and cost due or to become due in connection therewith (as estimated by Silicon in its good faith business judgment), to secure all of the Obligations relating to said Letters of Credit, pursuant to Silicon’s then standard form cash pledge agreement. Notwithstanding any termination of this Agreement, all of Silicon’s security interests in all of the Collateral and all of the terms and provisions of this Agreement shall continue in full force and effect until all Obligations have been paid and performed in full; provided that Silicon may, in its sole discretion, refuse to make any further Loans after termination. No termination shall in any way affect or impair any right or remedy of Silicon, nor shall any such termination relieve Borrower of any Obligation to Silicon, until all of the Obligations have been paid and performed in full. Upon payment and performance in full of all the Obligations and written termination of this Agreement by Silicon, Silicon shall promptly deliver to Borrower termination statements, requests for reconveyances and such other documents as may be required to fully terminate Silicon’s security interests.

7. EVENTS OF DEFAULT AND REMEDIES

     7.1 Events of Default. The occurrence of any of the following events shall constitute an “Event of Default’ under this Agreement, and Borrower shall give Silicon immediate written notice thereof: (a) Any warranty, representation, statement, report or certificate made or delivered to Silicon by Borrower or any of Borrower’s officers, employees or agents, now or in the future, shall be untrue or misleading in a material respect; or (b) Borrower shall fail to pay when due any Loan or any interest thereon or any other monetary Obligation or (c) the total Loans and other Obligations outstanding at any time shall exceed the Credit Limit for two (2) or more consecutive days; or (d) Borrower shall fail to comply with any of the financial covenants set forth in the

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Schedule or shall fail to perform any other non-monetary Obligation to Silicon which by its nature cannot be cured, or shall fail to permit Silicon to conduct an inspection or audit as specified in Section 5.4 hereof; or (e) Borrower shall fail to perform any other non-monetary Obligation, which failure is not cured within 5 Business Days after the date due; or (f) any levy, assessment, attachment, seizure_; lien or encumbrance (other than a Permitted Lien) is made on all or any part of the Collateral which is not cured within 10 days after the occurrence of the same, or immediately upon the service of process upon Silicon seeking to attach by trustee or other process, any of Borrower’s funds on deposit with, or assets of the Borrower in the possession of, Silicon; or (g) any default or event of default occurs under any obligation secured by a Permitted Lien, which is not cured within any applicable cure period or waived in writing by the holder of the Permitted Lien; or (h) Borrower breaches any material contract or obligation, which has or may reasonably be expected to have a material adverse effect on Borrower’s business or financial condition; or (i) Dissolution, termination of existence, insolvency or business failure of Borrower; or appointment of a receiver, trustee or custodian, for all or any part of the property of, assignment for the benefit of creditors by, or the commencement of any proceeding by Borrower under any reorganization, bankruptcy, insolvency, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, now or in the future in effect; or (j) the commencement of any proceeding against Borrower or any guarantor of any of the Obligations under any reorganization, bankruptcy, insolvency, arrangement, readjustment of debt, dissolution or liquidation law or stature of any jurisdiction, now or in the future in effect, which is not cured by the dismissal thereof within 45 days after the date commenced; or (k) revocation or termination of, or limitation or denial of liability upon, any guaranty of the Obligations or any attempt to do any of the foregoing, or commencement of proceedings by any guarantor of any of the Obligations under any bankruptcy or insolvency law; or (l) revocation or termination of, or limitation or denial of liability upon, any pledge of any certificate of deposit, securities or other property or asset of any kind pledged by any third party to secure any or all of the Obligations, or any attempt to do any of the foregoing, or commencement of proceedings by or against any such third party under any bankruptcy or insolvency law; or (m) Borrower defaults under any agreement evidencing any indebtedness to any third party in excess of $50,000 in any single instance or $250,000 in the aggregate; or (n) Borrower makes any payment on account of any indebtedness or obligation which has been subordinated to the Obligations other than as permitted in the applicable subordination agreement, or a default occurs under any instrument evidencing such subordinated indebtedness, or the holder of any such subordinated indebtedness accelerates all or any portion of such subordinated indebtedness or if any Person who has subordinated such indebtedness or obligations terminates or in any way limits his subordination agreement; or (o) there shall be a change in the record or beneficial ownership of an aggregate of more than 49% of the outstanding shares of stock of Borrower, in one or more transactions, compared to the ownership of outstanding shares of stock of Borrower in effect on the date hereof, without the prior written consent of Silicon, which consent shall not be unreasonably withheld; or (p) Borrower shall generally not pay its debts as they become due, or Borrower shall conceal, remove or transfer any part of its property, with intent to hinder, delay or defraud its creditors, or make or suffer any transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; or (q) there shall be (i) a material impairment in the perfection or priority of Silicon’s security interest in the Collateral or in the value of such Collateral; (ii) a material adverse change in the business, operations or condition (financial or otherwise) of the

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Borrower; (iii) a material impairment of the prospect of repayment of any portion of the Obligations; or (iv) Silicon determines, based upon information available to it and in its reasonable judgment, that there is substantial likelihood that Borrower shall fail to comply with one or more of the financial covenants in Section 5.1 during the next succeeding financial reporting period; or (r) Silicon, acting in good faith and in a commercially reasonable manner, deems itself insecure because of the occurrence of an event prior to the effective date hereof of which silicon had no knowledge on the effective date; or (s) Borrower shall breach any term of the Negative Pledge Agreement or the Warrant granted by the Borrower to Silicon. Silicon may cease making any Loans hereunder during any of the above cure periods, and thereafter if an Event of Default has occurred and is continuing.

     7.2 Remedies. Upon the occurrence and during the continuance of any Event of Default, and at any time thereafter, Silicon, at its option, and without notice or demand of any kind (all of which are hereby expressly waived by Borrower), may do any one or more of the following: (a) Cease making Loans or otherwise extending credit to Borrower under this Agreement or any other document or agreement; (b) Accelerate and declare all or any part of the Obligations to be immediately due, payable, and performable, notwithstanding any deferred or installment payments allowed by any instrument evidencing or relating to any Obligation; (c) Take possession of any or all of the Collateral wherever it may be found, and for that purpose Borrower hereby authorizes Silicon without judicial process to enter onto any of Borrower’s premises without interference to search for, take possession of, keep, store, or remove any of the Collateral, and remain on the premises or cause a custodian to remain on the premises in exclusive control thereof, without charge for so long as Silicon deems it reasonably necessary in order to complete the enforcement of its rights under this Agreement or any other agreement; provided, however, that should Silicon seek to take possession of any of the Collateral by court process, Borrower hereby irrevocably waives: (i) any bond and any surety of security relating thereto required by any statute, court rule or otherwise as an incident to such possession; (ii) any demand for possession prior to the commencement of any suit or action to recover possession thereof; and (iii) any requirement that Silicon retain possession of, and not dispose of, any such Collateral until after trial or final judgment; (d) Require Borrower to assemble any or all of the Collateral and make it available to Silicon at places designated by Silicon which are reasonably convenient to Silicon and Borrower, and to remove the Collateral to such locations as Silicon may deem advisable; (e) Complete the processing, manufacturing or repair of any Collateral prior to a disposition thereof and, for such purpose and for the purpose of removal, Silicon shall have the right to use Borrower’s premises, vehicles, hoists, lifts, cranes, and other Equipment and all other property without charge; (f) Sell, lease or otherwise dispose of any of the Collateral, in its condition at the time Silicon obtains possession of it or after further manufacturing, processing or repair, at one or more public and/or private sales, in lots or in bulk, for cash, exchange or other property, or on credit, and to adjourn any such sale from time to time without notice other than oral announcement at the time scheduled for sale. Silicon shall have the right to conduct such disposition on Borrower’s premises without charge, for such time or times as Silicon deems reasonable, or on Silicon’s premises, or elsewhere and the Collateral need not be located at the place of disposition. Silicon may directly or through any affiliated company purchase or lease any Collateral at any such public disposition, and if permissible under applicable law, at any private disposition. Any sale or other disposition of Collateral shall not relieve Borrower of any liability Borrower may have if any Collateral is defective as to title or physical condition or otherwise at the time of sale; (g) Demand payment of,

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and collect any Receivables and General Intangibles comprising Collateral and, in connection therewith, Borrower irrevocably authorizes Silicon to endorse or sign Borrower’s name on all collections, receipts, instruments and other documents, to take possession of and open mail addressed to Borrower and remove therefrom payments made with respect to any item of the Collateral or proceeds thereof, and, in Silicon’s sole discretion, to grant extensions of time to pay, compromise claims and settle Receivables and the like for less than face value; (h) Offset against any sums in any of Borrower’s general, special or other Deposit Accounts with Silicon against any or all the Obligations; and (i) Demand and receive possession of any of Borrower’s federal and state income tax returns and the books and records utilized in the preparation thereof or referring thereto. All reasonable attorneys’ fees, expenses, costs, liabilities and obligations incurred by Silicon with respect to the foregoing shall be added to and become part of the Obligations, shall be due on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any of the Obligations. Without limiting any of Silicon’s rights and remedies, from and after the occurrence and during the continuance of any Event of Default, the interest rate applicable to the Obligations shall be increased by an additional four percent per annum (the “Default Rate”).

     7.3 Standards for Determining Commercial Reasonableness. Borrower and Silicon agree that a sale or other disposition (collectively, “sale”) of any Collateral which complies with the following standards will conclusively be deemed to be commercially reasonable: (i) Notice of the sale is given to Borrower at least ten days prior to the sale, and, in the case of a public sale, notice of the sale is published at least five Business Days before the sale in a newspaper of general circulation in the county where the sale is to be conducted; (ii) Notice of the sale describes the collateral in general, non-specific terms; (iii) The sale is conducted at a place designated by Silicon, with or without the Collateral being present; (iv) The sale commences at any time between 8:00 a.m. and 6:00 p.m.; (v) Payment of the purchase price in cash or by cashier’s check or wire transfer is required; (vi) With respect to any sale of any of the Collateral, Silicon may (but is not obligated to) direct any prospective purchaser to ascertain directly from Borrower any and all information concerning the same. Silicon shall be free to employ other methods of noticing and selling the Collateral, in its discretion, if they are commercially reasonable.

     7.4 Power of Attorney. Upon the occurrence and during the continuance of any Event of Default, without limiting Silicon’s other rights and remedies, Borrower grants to Silicon an irrevocable power of attorney coupled with an interest, authorizing and permitting Silicon (acting through any of its employees, attorneys or agents) at any time, at its option, but without obligation, with or without notice to Borrower, and at Borrower’s expense, to do any or all of the following, in Borrower’s name or otherwise, but Silicon agrees to exercise the following powers in a commercially reasonable manner: (a) Execute on behalf of Borrower any documents that Silicon may, in its good faith business judgment, deem advisable in order to perfect and maintain Silicon’s security interest in the Collateral, or in order to exercise a right of Borrower or Silicon, or in order to fully consummate all the transactions contemplated under this Agreement, and all other present and future agreements; (b) Execute on behalf of Borrower any document exercising, transferring or assigning any option to purchase, sell or otherwise dispose of or to lease (as lessor or lessee) any real or personal property which is part of Silicon’s Collateral or in which Silicon has an interest; (c) Execute on behalf of Borrower, any invoices relating to any Receivable, any draft against any Account Debtor and any notice to any Account Debtor, any proof of claim in bankruptcy, any Notice of Lien, claim of mechanic’s, materialman’s or other lien, or assignment or satisfaction of

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mechanic’s, materialman’s or other lien; (d) Take control in any manner of any cash or non-cash items of payment or proceeds of Collateral; endorse the name of Borrower upon any instruments, or documents, evidence of payment or Collateral that may come into Silicon’s possession; (e) Endorse all checks and other forms of remittances received by Silicon; (f) Pay, contest or settle any lien, charge, encumbrance, security interest and adverse claim in or to any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; (g) Grant extensions of time to pay, compromise claims and settle Receivables and General intangibles for less than face value and execute all releases and other documents in connection therewith; (h) Pay any sums required on account of Borrower’s taxes or to secure the release of any liens therefor, or both; (i) Settle and adjust, and give releases of, any insurance claim that relates to any of the Collateral and obtain payment therefor; (j) Instruct any third party having custody or control of any books or records belonging to, or relating to, Borrower to give Silicon the same rights of access and other rights with respect thereto as Silicon has under this Agreement; and (k) Take any action or pay any sum required of Borrower pursuant to this Agreement and any other present or future agreements. Any and all reasonable sums paid and any and all reasonable costs, expenses, liabilities, obligations and attorneys’ fees incurred by Silicon with respect to the foregoing shall be added to and become part of the Obligations, shall be payable on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any of the Obligations. In no event shall Silicon’s rights under the foregoing power of attorney or any of Silicon’s other rights under this Agreement be deemed to indicate that Silicon is in control of the business, management or properties of Borrower.

     7.5 Application of Proceeds. All proceeds realized as the result of any sale of the Collateral shall be applied by Silicon first to the reasonable costs, expenses, liabilities, obligations and attorneys’ fees incurred by Silicon in the exercise of its rights under this Agreement, second to the interest due upon any of the Obligations, and third to the principal of the Obligations, in such order as Silicon shall determine in its sole discretion. Any surplus shall be paid to Borrower or other persons legally entitled thereto; Borrower shall remain liable to Silicon for any deficiency. If, Silicon, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Silicon shall have the option, exercisable at any time, in its good faith business judgment, of either reducing the Obligations by the principal amount of purchase price, or deferring the reduction of the Obligations until the actual receipt by Silicon of the cash therefor.

     7.6 Remedies Cumulative. In addition to any rights and remedies set forth in this Agreement, Silicon shall have all the other rights and remedies accorded a secured party under the Massachusetts Uniform Commercial Code and under all other applicable laws, and under any other instrument or agreement now or in the future entered into between Silicon and Borrower, and all of such rights and remedies are cumulative and none is exclusive. Exercise or partial exercise by Silicon of one or more of its rights or remedies shall not be deemed an election, nor bar Silicon from subsequent exercise or partial exercise of any other rights or remedies. The failure or delay of Silicon to exercise any rights or remedies shall not operate as a waiver thereof, but all rights and remedies shall continue in full force and effect until all of the Obligations have been fully paid and performed.

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Silicon Valley Bank Loan and Security Agreement

8. DEFINITIONS.

     As used in this Agreement, the following terms have the following meanings:

     “Account Debtor” means the obligor on a Receivable.

     “Affiliate” means, with respect to any Person, a relative, partner, shareholder, director, officer, or employee of such Person, or any parent or subsidiary of such Person, or any Person controlling, controlled by or under common control with such Person.

     “Adjusted Quick Ratio” is the ratio of (i) Quick Assets to (ii) Current Liabilities minus 50% of Borrower’s Deferred Revenue liabilities.

     “Business Day” means a day on which Silicon is open for business.

     ^“Cash Management Services” means Silicon’s cash management services, direct deposit of payroll, business credit card, and check cashing services as may be further identified in the various cash management services agreements related to such Cash Management Services.

     “Code” means the Uniform Commercial Code as adopted and in effect in the Commonwealth of Massachusetts from time to time.

     ^“Collateral” has the meaning set forth in Section 2.1 above.

     “Current Liabilities” is all obligations and liabilities of Borrower to Silicon, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities which mature within one (1) year.

     “Default” means any event which with notice or passage of time or both, would constitute an Event of Default.

     “Default Rate” has the meaning set forth in Section 7.2 above.

     “Deferred Revenue” is all amounts received in advance of performance under contracts and not yet recognized as revenue.

     “Deferred Revenue Offsets” is calculated by Silicon and is equal to either, at Silicon’s discretion in each instance: (i) 35% of the total Deferred Revenue liabilities of Borrower or (ii) the total amount of Deferred Revenue liabilities for each specific Account Debtor related to specific Eligible Receivables.

     “Deposit Account” has the meaning set forth in Section 9-102 of the Code.

     “Eligible Receivables” means Receivables and General Intangibles arising in the ordinary course of Borrower’s business from the sale of goods or the rendition of services, or the non-exclusive licensing of Intellectual Property, which Silicon, in its good faith business judgment, shall deem eligible for borrowing. Without limiting the fact that the determination of which

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Silicon Valley Bank Loan and Security Agreement

Receivables are eligible for borrowing is a matter of Silicon’s discretion, the following (the “Minimum Eligibility Requirements”) are the minimum requirements for a Receivable to be an Eligible Receivable: (i) the Receivable must not be outstanding for more than 90 days from its invoice data, (ii) the Receivable must not represent progress billings, be due under a fulfillment or requirements contract with the Account Debtor or represent Deferred Revenue, (iii) the Receivable most not be subject to any contingencies (including Receivables arising from sales on consignment, guaranteed sale or other terms pursuant to which payment by the Account Debtor may be conditional, except as may otherwise be acceptable to Silicon in its discretion), (iv) the Receivable must not be owing from an Account Debtor with whom the Borrower has any dispute of a material nature (whether or not relating to the particular Receivable), (v) the Receivable must not be owing from an Affiliate of Borrower, (vi) the Receivable must not be owing from an Account Debtor which is subject to any insolvency or bankruptcy proceeding, or whose financial condition is not acceptable to Silicon, or which, fails or goes out of a material portion of its business, (vii) the Receivable must not be owing from the United States or any department, agency or instrumentality thereof (unless there has been compliance, to Silicon’s satisfaction, with the United States Assignment of Claims Act), (viii) the Receivable must not be owing from an Account Debtor located outside the United States (unless pre-approved by Silicon in its discretion in writing, or backed by a letter of credit satisfactory to Silicon, or FCIA insured satisfactory to Silicon), and (ix) the Receivable must not be owing from an Account Debtor to whom Borrower is or may be liable for goods purchased from such Account Debtor or otherwise. Receivables owing from one Account Debtor will not be deemed Eligible Receivables to the extent they exceed 25% (35% with respect to Receivables owing from Dell, Inc.) of the total Receivables outstanding. In addition, if more than 50% of the Receivables owing from an Account Debtor are outstanding more than 90 days from their invoice date (without regard to unapplied credits) or are otherwise not eligible Receivables, then all Receivables owing from that Account Debtor will be deemed ineligible for borrowing. Silicon may, from time to time, in its good faith business judgment, revise the Minimum Eligibility Requirements, upon ten (10) days’ written notice to the Borrower.

     “Equipment” means all of Borrower’s present and hereafter acquired machinery, molds, machine tools, motors, furniture, equipment, furnishings, fixtures, trade fixtures, motor vehicles. tools, parts, dyes, jigs, goods and other tangible personal property (other than Inventory) of every kind and description used in Borrower’s operations or owned by Borrower and any interest in any of the foregoing, and all attachments, accessories, accessions, replacements, substitutions, additions or improvements to any of the foregoing, wherever located.

     “Event of Default” means any of the events set forth in Section 7.1 of this Agreement.

     “GAAP” means generally accepted accounting principles, consistently applied.

     “General Intangibles” means all general intangibles of Borrower, whether now owned or hereafter created or acquired by Borrower, including, without limitation, all choses in action, rights to payment for credit extended, amounts due to Borrower, credit memoranda in favor of Borrower, warranty claims, causes of action, corporate or other business records, deposits, Deposit Accounts, inventions, designs, drawings, blueprints, patents, patent applications, trademarks and the goodwill of the business symbolized thereby, names, trade names, trade secrets, goodwill, copyrights, registrations, licenses, franchises, customer lists, security and other deposits, rights in

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Silicon Valley Bank Loan and Security Agreement

all litigation presently or hereafter pending for any cause or claim (whether in contract, tort or otherwise), and all judgments now or hereafter arising therefrom, all claims of Borrower against Silicon, rights to purchase or sell real or personal property, rights as a licensor or licensee of any kind, royalties, telephone numbers, proprietary information, purchase orders, and all insurance policies and claims (including without limitation life insurance, key man insurance, credit insurance, liability insurance, property insurance and other insurance), tax refunds and claims, computer programs, discs, tapes and tape files, claims under guaranties, security interests or other security held by or granted to Borrower, all rights to indemnification and all other intangible property of every kind and nature (other than Receivables).

     “Intellectual Property” has the meaning set forth in Section 2.1 above.

     “Intellectual Property Granting Event” has the meaning set forth in Section 8(4) of the Schedule.

     “Inventory” means all of Borrower’s now owned and hereafter acquired goods, merchandise or other personal property, wherever located, to be furnished under any contract of service or held for sale or lease (including without limitation all raw materials, work in process, finished goods and goods in transit), and all materials and supplies of every kind, nature and description which are or might be used or consumed in Borrower’s business or used in connection with the manufacture, packing, shipping, advertising, selling or finishing of such goods, merchandise or other personal property, and all warehouse receipts, documents of title and other documents representing any of the foregoing.

     “Letter of Credit Rights” means all letter-of-credit rights including, without limitation, “letter-of-credit rights” as defined in the Code and also any right to payment or performance under a letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance.

     “Obligations” means all present and future Loans, advances, debts, liabilities, obligations, guaranties, covenants, duties and indebtedness at any time owing by Borrower to Silicon, whether evidenced by this Agreement or any note or other instrument or document, including, without limitation, the Borrower’s obligations pursuant to the Negative Pledge Agreement and the Warrant, whether arising from an extension of credit, opening of a letter of credit, banker’s acceptance, foreign exchange contracts, loan, Cash Management Services, guaranty, indemnification or otherwise, whether direct or indirect (including without limitation, those acquired by assignment and any participation by Silicon in Borrower’s debts owing to others), absolute or contingent, due or to become due, including, without limitation, all interest, charges, expenses, fees, attorney’s fees, expert witness fees, audit fees, letter of credit fees, collateral monitoring fees, closing fees, facility fees, termination fees, minimum interest charges and any other sums chargeable to Borrower under this Agreement or under any other present or future instrument or agreement between Borrower and Silicon.

     “Payment Intangibles” means all payment intangibles including, without limitation, “payment intangibles” as defined in the Code and also any general intangible under which the Account Debtor’s primary obligation is a monetary obligation.

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Silicon Valley Bank Loan and Security Agreement

     “Permitted Liens” means the following: (i) purchase money security interests in specific items of Equipment in an amount not to exceed $100,000 in the aggregate at any time during the term of this Agreement; (ii) leases of specific items of Equipment in an amount not to exceed $500,000 in the aggregate at any time during the term of this Agreement; (iii) liens for taxes not yet payable or otherwise being contested in good faith with evidence satisfactory to Silicon of prevision of adequate reserves therefor; (iv) additional security interests and liens consented to in writing by Silicon, which content shall not be unreasonably withheld; (v) security interests being terminated substantially concurrently with this Agreement; (vi) liens of materialmen, mechanics, warehousemen, carriers, or other similar liens arising in the ordinary course of business and securing obligations which are not delinquent; (vii) liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by liens of the type described above in clauses (i) or (ii) above, provided that any extension, renewal or replacement lien is limited to the property encumbered by the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase; and (viii)Liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods. Silicon will have the right to require, as a condition to its consent under subsection (iv) above, that the holder of the additional security interest or lien sign an intercreditor agreement on Silicon’s then standard form, acknowledge that the security interest is subordinate to the security interest in favor of Silicon, and agree not to take any action to enforce its subordinate security interest so long as any Obligations remain outstanding, and that Borrower agree that any uncured default in any obligation secured by the subordinate security interest shall also constitute an Event of Default under this Agreement.

     “Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, government, or any agency or political division thereof, or any other entity.

     “Quick Assets” is, on any date, the Borrower’s consolidated, unrestricted cash, cash equivalents, net accounts receivable and investments with maturities of fewer than 12 months determined according to GAAP.

     “Receivables” means all of Borrower’s now owned and hereafter acquired accounts (whether or not earned by performance), accounts receivable, health-care insurance receivables, rights to payment, letters of credit, contact right, chattel paper, instruments, securities, securities accounts, investment property, documents and all other forms of obligations at any time owing to Borrower, all guaranties and other security therefor, all merchandise returned to or repossessed by Borrower, and all rights of stoppage in transit and all other rights or remedies of an unpaid vendor, lienor or secured party.

     “Reserves” means, as of any date of determination, such amounts as Silicon may from time to time establish and revise in good faith reducing the amount of Loans, Letters of Credit and other financial accommodations which would otherwise be available to Borrower under the lending formula(s) provided in the Schedule: (a) to reflect events, conditions, contingencies or risks which, as determined by Silicon in good faith, do or may affect (i) the Collateral or any other property which is security for the Obligations or its value (including without limitation any increase in delinquencies of Receivables), (ii) the assets, business or prospects of Borrower or any Guarantor,

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Silicon Valley Bank Loan and Security Agreement

or (iii) the security interests and other rights of Silicon in the Collateral (including the enforceability, perfection and priority thereof); or (b) to reflect Silicon’s good faith belief that any collateral report or financial information furnished by or on behalf of Borrower or any guarantor to Silicon is or may have been incomplete, inaccurate or misleading in any material respect; or (c) in respect of any state of facts which Silicon determines in good faith constitutes an Event of Default or may, with notice or passage of time or both, constitute an Event of Default.

     “Supporting Obligations” means all supporting obligations including, without limitation, “supporting obligations” as defined in the Code and also any letter-of-credit right or secondary obligation which supports the payment or performance of an account, chattel paper, a document, a general intangible, an instrument, or investment property.

     “Total Liabilities” is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all indebtedness.

     Other Terms. All accounting terms used in this Agreement, unless otherwise indicated, shall have the meanings given to such terms in accordance with GAAP. All other terms contained in this Agreement, unless otherwise indicated, shall have the meanings provided by the Code, to the extent such terms are defined therein.

9. GENERAL PROVISIONS.

     9.1 Interest Computation. In computing interest on the Obligations, all checks, wire transfers and other items of payment received by Silicon (including proceeds of Receivables and payment of the Obligations in full) shall be deemed applied by Silicon on account of the Obligations three Business Days after receipt by Silicon of immediately available funds, and, for purposes of the foregoing, any such funds received after 12:00 Noon on any day shall be deemed received on the next Business Day. Silicon shall not, however, be required to credit Borrower’s account for the amount of any item of payment which is unsatisfactory to Silicon in its good faith business judgment, and Silicon may charge Borrower’s loan account for the amount of any item of payment which is returned to Silicon unpaid.

     9.2 Application of Payments. All payments with respect to the Obligations may be applied, and in Silicon’s goad faith business judgment reversed and re-applied, to the Obligations, in such order and manner as Silicon shall determine in its good faith business judgment.

     9.3 Charges to Accounts. Silicon may, in its discretion, require that Borrower pay monetary Obligations in cash to Silicon, or charge them to Borrower’s Loan account, in which event they will bear interest at the same rate applicable to the Loans. Silicon may also, in its discretion, charge any monetary Obligations to Borrower’s Deposit Accounts maintained with Silicon.

     9.4 Monthly Accountings. Silicon shall provide Borrower monthly with an account of advances, charges, expenses and payments made pursuant to this Agreement. Such account shall be deemed correct, accurate and binding on Borrower and an account stated (except for reverses and reapplications of payments made and corrections of errors discovered by Silicon), unless

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Silicon Valley Bank Loan and Security Agreement

Borrower notifies Silicon in writing to the contrary within sixty days after such account is rendered, describing the nature of any alleged errors or ommissions.

     9.5 Notices. All notices to be given under this Agreement shall be in writing and shall be given either personally or by reputable private delivery service or by regular first-class mail, or certified mail return receipt requested, addressed to Silicon or Borrower at the addresses shown in the heading to this Agreement, or at any other address designated in writing by one party to the other party. Notices to Silicon shall be directed to the Commercial Finance Division, to the attention of the Division Manager or the Division Credit Manager. All notices shall be deemed to have been given upon delivery in the case of notices personally delivered, or at the expiration of one Business Day following delivery to the private delivery service, or two Business Days following the deposit thereof in the United States mail, with postage prepaid.

     9.6 Severability. Should any provision of this Agreement be held by any court of competent jurisdiction to be void or enforceable, such defect shall not affect the remainder of this Agreement, which shall continue in full force and effect.

     9.7 Integration. This Agreement and such other written agreements, documents and instruments as may be executed in connection herewith are the final, entire and complete agreement between Borrower and Silicon and supersede all prior and contemporaneous negotiations and oral representations and agreements, all of which are merged and integrated in this Agreement. There are no oral understandings, representations or agreements between the parties which are not set forth in this Agreement or in other written agreements signed by the parties in connection herewith.

     9.8 Waivers; Indemnity. The failure of Silicon at any time or times to require Borrower to strictly comply with any of the provisions of this Agreement or any other present or future agreement between Borrower and Silicon shall not waive or diminish any right of Silicon later to demand and receive strict compliance therewith. Any waiver of any default stall not waive or affect any other default, whether prior or subsequent, and whether or not similar. None of the provisions of this Agreement or any other agreement now or in the future executed by Borrower and delivered to Silicon shall be deemed to have been waived by any act or knowledge of Silicon or its agents or employees, but only by a specific written waiver signed by an authorized officer of Silicon and delivered to Borrower. Borrower waives the benefit of all states of limitations relating to any of the Obligations or this Agreement or any document related hereto, and Borrower waives demand, protest, notice of protest and novice of default or dishonor, notice of payment and nonpayment, release, compromise, settlement, extension or renewal of any commercial paper, instrument, account, General Intangible, document or guaranty at any time held by Silicon on which Borrower is or may in any way be liable, and notice of any action taken by Silicon, unless expressly required by this Agreement. Borrower hereby agrees to indemnify Silicon and its affiliates, subsidiaries, parent, directors, officers, employees, agents, and attorneys, and to hold them harmless from and against any and all claims, debts, liabilities, demands, obligations, actions, causes of action, penalties, costs and expenses (including reasonable attorneys’ fees), of every kind, which they may sustain or incur based upon or arising out of any of the Obligations, or any relationship or agreement between Silicon and Borrower, or any other matter, relating to Borrower or the Obligations; provided, that this indemnity shall not extend to damages proximately caused

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by the indemnitee’s own gross negligence or willful misconduct. Notwithstanding any provision in this Agreement to the contrary, the indemnity agreement set forth in this Section shall survive any termination of this Agreement and shall for all purposes continue in full force and effect.

     9.9 No Liability for Ordinary Negligence. Neither Silicon, nor any of its directors, officers, employees, agents, attorneys or any Other Person affiliated with or representing Silicon shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower or any other party through the ordinary negligence of Silicon, or any of its directors, officers, employees, agents, attorneys or any other Person affiliated with or representing Silicon, but nothing herein shall relieve Silicon from liability for its own gross negligence or willful misconduct.

     9.10 Amendment. The terms and provisions of this Agreement may not be waived or amended, except in a writing executed by Borrower and a duly authorized officer of Silicon.

     9.11 Time of Essence. Time is of the essence in the performance by Borrower of each and every obligation under this Agreement.

     9.12 Attorneys Fees and Costs. Borrower shall reimburse Silicon for all reasonable attorneys’ fare and all filing, recording, search, title insurance, appraisal, audit, and other reasonable costs incurred by Silicon, pursuant to, or in connection with, or relating to this Agreement (whether or not a lawsuit is filed), including, but not limited to, any reasonable attorneys’ fees and costs Silicon incurs in order to do the following: prepare and negotiate this Agreement and all present and future documents relating to this Agreement; obtain legal advice in connection with this Agreement or Borrower; enforce, or seek to enforce, any of its rights; prosecute actions against, or defend actions by, Account Debtors; commence, intervene in, or defend any action or proceeding; initiate any complaint to be relieved of the automatic stay in bankruptcy; file or prosecute any probate claim, bankruptcy claim, third-party claim, or other claim; examine, audit, copy, and inspect any of the Collateral or any of Borrower’s books and records; protect, obtain possession of, lease, dispose of, or otherwise enforce Silicon’s security interest in, the Collateral; and otherwise represent Silicon in any litigation relating to Borrower. In satisfying Borrower’s obligation hereunder to reimburse Silicon for attorneys fees, Borrower may, for convenience, issue checks directly to Silicon’s attorneys, Riemer & Braunstein, LLP, but Borrower acknowledges and agrees that Riemer & Braunstein, LLP is representing only Silicon and not Borrower in connection with this Agreement. If either Silicon or Borrower files any lawsuit against the other predicated on a breach of this Agreement, Silicon shall be entitled to recover its reasonable costs and attorneys’ fees, including (but not limited to) reasonable attorneys’ lees and costs incurred in the enforcement of execution upon or defense of any order, decree, award or judgment. All attorneys’ fees and costs to which Silicon may be entitled pursuant to this Section 9.12 shall immediately become part of Borrower’s Obligations, shall be due on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any of the Obligations.

     9.13 Benefit of Agreement. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, beneficiaries and representatives of Borrower and Silicon; provided, however, that Borrower may not assign or transfer any of its

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rights under this Agreement without the prior written consent of Silicon, and any prohibited assignment shall be void. No consent by Silicon to any assignment shall release Borrower from its liability for the Obligations.

     9.14 Joint and Several Liability. If Borrower consists of more than one Person, their liability shall be joint and several, and the compromise of any claim with, or the release of, any Borrower shall not constitute a comprise with, or a release of, any other Borrower.

     9.15 Limitation of Actions. Any claim or cause of action by Borrower against Silicon, its directors, officers, employees, agents, accountants or attorneys, based upon, arising from, or relating to this Loan Agreement or any other present or future document or agreement, or any other transaction contemplated hereby or thereby or relating hereto or thereto, or any other matter, cause or thing whatsoever, occurred, done, omitted or suffered to be done by Silicon, its directors, officers, employees, agents, accountants or attorneys, shall be barred unless asserted by Borrower by the commencement of an action or proceeding in a court of competent _.jurisdiction by the filing of a complaint within the earlier to occur of (1) one year after the Borrower becomes aware of the first act, occurrence or omission upon which such claim or cause of action, or any part thereof, is based, and the service of a summons and complaint on an officer of Silicon, or on any other person authorized to accept service on behalf of Silicon, within thirty (30) days thereafter, or (ii) two years from the date of this Agreement. Borrower agrees that such period is a reasonable and sufficient time for Borrower to investigate and act upon any such claim or cause of action. The period provided herein shall not be waived, tolled, or extended except by the written consent of Silicon in its sole discretion. This provision shall survive any termination of this Loan Agreement or any other present or future agreement

     9.16 Right of Set-Off. Borrower and any guarantor hereby grant to Silicon a lien, security interest, and right of setoff as security for all Obligations to Silicon, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping, or control of Silicon or any entity under the control of Silicon Valley Bank or in transit to any of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Silicon may set off the same or any part thereof and apply the same to any liability or obligation of Borrower and any guarantor then due and regardless of the adequacy of any other collateral securing the loan. ANY AND ALL RIGHTS TO REQUIRE SILICON TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS, OR OTHER PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVED.

     9.17 Section Headings; Construction. Section headings are only used in this Agreement for convenience. Borrower and Silicon acknowledge that the headings may not describe completely the subject matter of the applicable section, and the headings shall not be used in any manner to construe, limit, define or interpret any term or provisions of this Agreement. The term ^“including”, whenever used in this Agreement, shall mean “including (but not limited to)”. This Agreement has been fully reviewed and negotiated between the parties and no uncertainty or

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ambiguity in any term or provision of this Agreement shall be construed strictly against Silicon or Borrower under any rule of construction or otherwise.

     9.18 Governing Law; Jurisdiction; Venue. This Agreement and all acts and transactions hereunder and all rights and obligations of Silicon and Borrower shall be governed by the laws of the Commonwealth of Massachusetts. As a material part of the consideration to Silicon to enter into this Agreement, Borrower (i) agrees that all actions and proceedings relating directly or indirectly to this Agreement shall, at Silicon’s option, be litigated in state or federal courts located within Massachusetts; (ii) consents to the jurisdiction and venue of any such court and consents to service of process in any such action or proceeding by personal delivery or any other method permitted by law; and (iii) waives any and all rights Borrower may have to object to the jurisdiction of any such court, or to transfer or change the venue of any such action or proceeding, provided, however, that if for any reason Silicon cannot avail itself of such courts in the Commonwealth of Massachusetts, Borrower accepts jurisdiction of the courts and venue in Santa Clara, California.

     9.19 Mutual Waiver of Jury Trial. BORROWER AND SILICON EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ACTS OR OMISSIONS OF SILICON OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH SILICON OR BORROWER, IN ALL OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.

     9.20 Confidentiality. In handling any confidential information, Silicon shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (i) to Silicon’s subsidiaries or affiliates in connection with their present or prospective business relations with Borrower; (ii) to prospective transferees or purchasers of any interest in the Loans who agree to be bound by the terms thereof; (iii) as required by law, regulation, subpoena, or other order, (iv) as required in connection with Silicon’s examination or audit; and (v) as Silicon considers appropriate in exercising remedies under this Agreement. Confidential information does not include information that either: (a) is in the public domain or in Silicon’s possession when disclosed to Silicon, or becomes part of the public domain after disclosure to Silicon (through no act or omission of Silicon); or (b) is disclosed to Silicon by a third party, which third party is not under any non-disclosure obligation.

     9.20 Reincorporation. Borrower has advised Silicon that the Reincorporation shall be consummated within twenty (20) days of the date hereof. Borrower and NSI Software, Inc. acknowledge and agree that Silicon is hereby authorized to file such financing statements in such jurisdictions as Silicon deems appropriate vesting a first-perfected security interest in their assets in favor of Silicon and Borrower and NSI Software, Inc. agree to execute and deliver to Silicon such additional documents, instruments and agreements as Silicon may reasonable require to confirm same (including, without limitation, an assumption and/or joinder agreement in form and substance reasonably satisfactory to Silicon). NSI Software, Inc. further acknowledges and agrees that upon consummation of the Reincorporation, NSI Software, Inc. shall be liable to Silicon for

23

Silicon Valley Bank Loan and Security Agreement

all Obligations, and shall be bound by and comply with all terms and provisions of this Agreement and each document, instrument and agreement executed in connection herewith, to the same extent and the same manner as if NSI Software, Inc. was the original Borrower under this Agreement and each document, instrument and agreement executed in connection herewith.

24

Silicon Valley Bank Loan and Security Agreement

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first above written.

Borrower:
NETWORK SPECIALISTS, INCORPORATED
By	/s/ S. Craig Huke
	President or Vice President
By
	Secretary or Ass’t Secretary
Silicon:
SILICON VALLEY BANK, d/b/a SILICON VALLEY EAST
By	/s/ John V. Atenasoff
Title	Vice President
Acknowledged and Agreed:
NSI SOFTWARE, INC.
By	/s/ S. Craig Huke
	President or Vice President
Title
	Secretary or Ass’t Secretary

25

Silicon Valley Bank

Schedule to
Loan and Security Agreement

Borrower: NETWORK SPECIALISTS
INCORPORATED

Address: Two Hudson Place, Suite 700
Hoboken, New Jersey 070311

Date: October 16, 2003

This Schedule forms an integral part of the Loan and Security Agreement between Silicon Valley Bank and the above-borrower of even date.

1.	Credit Limit
	(Section 1.1):          An amount not to exceed the lesser of (A) or (B), below:
	(A)

(i) $4,500,00.00 at any one time outstanding (the “Maximum Credit Limit’’); minus

(ii) the aggregate amounts then undrawn on all outstanding letters of credit, foreign exchange contracts, or any other accommodations issued or incurred, or caused to be issued or incurred by Silicon for the account and/or benefit of the Borrower.

(B)

(i) 75% of the amount of the Borrower’s Eligible Receivables, exclusive of Deferred Revenue Offsets and rebate accruals; provided, however, in the event that Borrower has an Adjusted Quick Ratio (to be tested on a monthly basis, as of the end of each month) of at least 1.0 to 1.0, then Silicon will not exclude such Deferred Revenue Offsets or rebate accruals; minus

(ii) the aggregate amounts then undrawn on all outstanding letters of credit, foreign exchange contracts, or any other accommodations issued or incurred, or caused to be issued or incurred by Silicon for the account and/or benefit of the Borrower.

Silicon may, from time to time, modify the advance rate(s) set forth herein in its good faith business judgment upon notice to Borrower based on changes in collection experience with respect to the Receivables or other issues or factors relating to the Receivables or the Collateral.

Letter of Credit/Foreign Exchange Contract/Cash Management Services Sublimit (Section 1.5, 1.6): $1,000,000.00

1

Silicon Valley Bank Loan and Security Agreement

2. Interest.

     Interest Rate (Section 1.2):

     A rate equal to the “Prime Rate” in effect from time to time, plus 2.5% per annum. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed. “Prime Rate” means the greater of (i) 4.00%, or (ii) the rate announced from time to time by Silicon as its “prime rate;” it is a base rate upon which other rates charged by Silicon are based, and it is not necessarily the best rate available at Silicon. The interest rate applicable to the Obligations shall change on each date there is a change in the Prime Rate.

Minimum Monthly
Interest (Section 1.2): $5,000.00.

3. Fees (Section 1.4):

     Loan Fee: $45,000.00 payable concurrently herewith.

     Collateral Handling Fee: $1,000.00 ($500.00 when not borrowing and Borrower has advised Silicon that it has elected to be on “non-borrowing reporting status” pursuant to Section 6, below) per month, payable in arrears.

     Unused Line Fee: (Intentionally omitted).

     Early Termination Fee: If the Obligations are voluntarily or involuntarily prepaid or if this Agreement is otherwise terminated prior to its maturity, the Borrower shall pay to Silicon a termination fee in the amount equal to $45,000.00, provided that no such termination fee shall be charged if the credit facility hereunder is replaced or transferred to another division of Silicon. The termination fee shall be due and payable upon prepayment by the Borrower in the case of voluntary prepayments or upon demand by Silicon in the event of involuntary prepayment, and if not paid immediately shall bear interest at a rate equal to the highest rate applicable to any of the Obligations.

4. Maturity Date

     (Section 6.1): 364 days from the date of this Agreement

2

Silicon Valley Bank Loan and Security Agreement

5. Financial Covenants

     (Section 5.1): Borrower shall comply with each of the following covenant(s). Compliance shall be determined as of the end of each month, except as otherwise specifically provided below:

     a. Minimum Tangible Net Worth:

     Borrower shall maintain a Tangible Net Worth of not less than the sum of (i) plus (ii) ^‘below:

(i)(a) $100,000, as of August 31, 2003;
(b) $800,000, at September 30, 2003;
(c) $0, at October 31, 2003;
(d) ($700,000), at November 30, 2003;
(e) $300,000, at December 31, 2003;
(f) ($450,000), at January 31, 2004;
(g) ($900,000), at February 28, 2004;
(h) ($400,000), at March 31, 2004;
(i) ($1,200,000), at April 30, 2004;
(j) ($1,650,000), at May 31, 2004;
(k) ($650,000), at June 30, 2004;
(l) ($1,100,000), at May 31, 2004;
(m) ($1,500,000), at August 31, 2004; and
(n) $0 at September 30, 2004 and thereafter,

plus

(ii)(a) 30% of all consideration received from September 1, 2003 through November 30, 2003, and (b) 80% of all consideration received from December 1, 2003 and thereafter from proceeds from the issuance of any equity securities of the Borrower and/or subordinated debt incurred by the Borrower.

In no event shall the amount of this Minimum Tangible Net Worth covenant be decreased.

b. Minimum Cash or Excess Availability:

The Borrower shall at all times maintain $750,000.00 in (i) cash deposits maintained at Silicon, and/or (ii) excess “availability” under this Agreement (net of Loans, Letters of Credit or other indebtedness under this Agreement), as determined by Silicon based upon the Credit Limit restrictions set forth in Section 1 above).

          Definitions. For purposes of the foregoing financial covenants, the following term shall have the following meaning:

          “Liabilities” shall have the meaning ascribed thereto by generally accepted accounting principles.

3

Silicon Valley Bank Loan and Security Agreement

     “Tangible Net Worth” shall mean the excess of total assets over total liabilities, determined in accordance with generally accepted accounting principles, with the following adjustments:

     (A) there shall be excluded from assets: (i) notes, accounts receivable and other obligations owing to the Borrower from its officers or other Affiliates, and (ii) all assets which would be classified as intangible assets under generally accepted accounting principles, including without limitation goodwill, licenses, patents, trademarks, trade names, copyrights, capitalized software and organizational costs, licenses and franchises

     (B) there shall be excluded from liabilities: all indebtedness which is subordinated to the Obligations under a subordination agreement in form specified by Silicon or by language in the instrument evidencing the indebtedness which is acceptable to Silicon in its discretion.

6. Reporting.

     (Section 5.3):

          Borrower shall provide Silicon with the following:

     1. Weekly (monthly, if no amounts are outstanding under this Agreement and Borrower has advised Silicon in writing that it has elected to be on “non-borrowing reporting status”), and upon each loan request, borrowing base certificates and transaction reports.

     2. Monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, within fifteen days after the end of each month.

     3. Monthly Receivable agings, aged by invoice date, and receivable reconciliations, within fifteen days after the end of each month.

     4. Monthly unaudited financial statements, as soon as available, and in any event within thirty days after the end of each month.

     5. Monthly Compliance Certificates, within thirty days after the end of each month, in such form as Silicon shall reasonably specify, signed by the Chief Financial Officer of Borrower, certifying that as of the end of such month Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Silicon shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks.

     6. Quarterly unaudited financial statements, as soon as available, and in any event within forty-five days after the end of each fiscal quarter of Borrower_.

4

Silicon Valley Bank Loan and Security Agreement

     7. Annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower within thirty days prior to the end of each fiscal year of Borrower.

     8. Annual audited financial statements, as soon as available, and in any event within 120 days following the end of Borrower’s fiscal year, prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Silicon.

     9. Such additional reports and information as Silicon may from time to time specify.

7. Borrower Information:

Prior Names of Borrower

(Section 3.2): See Perfection Certificate of even date herewith

Prior Trade
Names of Borrower

(Section 3.2): See Perfection Certificate of even date herewith

Existing Trade
Names of Borrower
(Section 3.2) See Perfection Certificate of even data herewith

Other Locations and
Addresses (Section 3.3): See Perfection certificate of even date herewith

Material Adverse
Litigation (Section 3.10): See Attached Memorandum

8. Other Covenants

     (Section 5.1): Borrower shall at all times comply with all of the following additional covenants:

     (1) Banking Relationship. In order for Silicon to properly monitor its loan arrangement with the Borrower, Borrower shall at all times maintain its primary banking relationship with Silicon, with all significant deposits to be maintained at Silicon.

     (2) Subordination of Inside Debt. All present and future indebtedness of the Borrower to its officers, directors and shareholders (“Inside Debt”) shall, at all times, be

5

Silicon Valley Bank Loan and Security Agreement

subordinated to the Obligations pursuant to a subordination agreement on Silicon’s standard form. Borrower represents and warrants that there is no Inside Debt presently outstanding. Prior to incurring any Inside Debt in the future, Borrower shall cause the person to whom such Inside Debt will be owed to execute and deliver to Silicon a subordination agreement on Silicon’s standard form.

     (3) Subordination Agreements. Borrower represents and warrants that Borrower is not presently indebted to any third party for borrowed money. Prior to incurring any indebtedness, Borrower shall cause each creditor to execute and deliver to Silicon a subordination agreement on Silicon’s standard form subordinating to the Obligations the indebtedness of Borrower to any such creditor.

     (4) Intellectual Property Security Agreement. As a condition precedent to the effectiveness of this Agreement, Borrower shall have executed and delivered to Silicon (i) an Intellectual Property Security Agreement (the “IP Security Agreement”) substantially in the form attached hereto as Exhibit B, to be held in escrow unless and until the occurrence of an Intellectual Property Granting Event, and (ii) a Negative Pledge Agreement (the “Negative Pledge Agreement”) in the form of Exhibit C. As used herein, an “Intellectual Property Granting Event” shall be deemed to have occurred if either (a) Borrower fails to receive at least $1,000,000 from the issuance of equity securities of Borrower on or before October 31, 2003, or (b) a judgment is entered against Borrower in connection with the pending action filed by Legato Systems, Inc. against the Borrower on March 16, 2002 or in connection with any action related thereto. Upon the occurrence of an Intellectual Property Granting Event, the Intellectual Property Security Agreement shall be released from escrow and Silicon may file the IP Security Agreement with any appropriate filing office and amend any UCC financing statement confirming and perfecting Silicon’s security interest in the Intellectual Property if appropriate. In the event the Intellectual Property Granting Event occurs pursuant to subsection (b) above and the judgment against Borrower is subsequently overturned, Silicon shall release its lien on the Borrower’s Intellectual Property.

6

Silicon Valley Bank Loan and Security Agreement

Borrower:		Silicon:
NETWORK SPECIALISTS,		SILICON VALLEY BANK, d/b/a
INCORPORATED		SILICON VALLEY EAST
By	/s/ S. Craig Huke	By	/s/ John V. Atenasoff
	President or Vice President	Title	Vice President
By
	Secretary or Ass’t Secretary
Acknowledged and Agreed:
NSI SOFTWARE, INC.
By	/s/ S. Craig Huke
	President or Vice President
Title
	Secretary or Ass’t Secretary

7

EX-10.16

Exhibit 10.16

LOAN MODIFICATION AGREEMENT

     This Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of April 26, 2004, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East” (“Bank”) and NSI SOFTWARE, INC., successor by merger with NETWORK SPECIALISTS, INCORPORATED, a Delaware corporation, with offices at Two Hudson Place, Suite 700, Hoboken, New Jersey 07030 (“Borrower”).

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of October 16, 2003, evidenced by, among other documents, a certain Loan and Security Agreement dated as of October 16, 2003 between Borrower and Bank (the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement (together with any other collateral security granted to Bank, the “Security Documents”).

Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.

3. DESCRIPTION OF CHANGE IN TERMS.

Modification to Loan Agreement.

A.	Section 1(B)(i) of the Schedule to the Loan Agreement is hereby amended by deleting the following text appearing therein:
	“(i) 75% of the amount of the Borrower’s Eligible Receivables, exclusive of Deferred Revenue Offsets and rebate accruals; provided, however, in the event that Borrower has an Adjusted Quick Ratio (to be tested on a monthly basis, as of the end of each month) of at least 1.0 to 1.0, then Silicon will not exclude such Deferred Revenue Offsets or rebate accruals; minus”
	and substituting the following text therefor:

	“(i) 75% of the amount of the Borrower’s Eligible Receivables; minus”
B.	Section 3 of the Schedule to the Loan Agreement is hereby amended by adding the following subsection:
	“Sunbelt Based Borrowings Fee:
	(a) Sunbelt Based Borrowings up to $250,000.00 – No fee;
	(b) Sunbelt Based Borrowings between $250,000.00 and $500,000.00 – $1,000.00 per month, payable in arrears;
	(c) Sunbelt Based Borrowings between $500,000.00 and $1,000,000.00 – $2,000.00 per month, payable in arrears.”
C.	Sections 5a.(i)(h)-(j) of the Schedule to the Loan Agreement are hereby amended by deleting same their entirety and substituting the following therefor:
	“(h) ($1,250,000) at March 31, 2004; (i) ($2,400,000) at April 30, 2004; (j) ($3,100,000) at May 31, 2004;”
D.	Section 5 of the Schedule to the Loan Agreement is hereby amended by adding the following Subsection c. after subsection b.
	“c. Capitalization Event.
	Borrower shall, on or after April 7, 2004 but before June 30, 2004, receive cash proceeds from the issuance of equity securities of the Borrower and/or subordinated debt incurred by the Borrower in the aggregate amount of at least $5,000,000.00.”
E.	The definitions of “Adjusted Quick Ratio” and “Deferred Revenue Offsets” set forth in Section 8 of the Loan Agreement are hereby deleted their entirety.”
F.	The definition of “Eligible Receivables” set forth in Section 8 of the Loan Agreement is hereby amended by deleting the following text appearing therein:
	“(viii) the Receivable must not be owing from an Account Debtor located outside the United States (unless pre-approved

by Silicon in its discretion in writing, or backed by a letter of credit satisfactory to Silicon, or FCIA insurance satisfactory to Silicon), and”

and substituting the following text therefor:

“(viii) the Receivable must not be owing from an Account Debtor located outside the United States (unless pre-approved by Silicon in its discretion in writing, or backed by a letter of credit satisfactory to Silicon, or FCIA insurance satisfactory to Silicon) with the exception of Sunbelt International, provided that borrowings based upon Receivables owing from Sunbelt International (“Sunbelt Based Borrowings”) may not exceed the lesser of (a) twenty (20%) percent of all borrowings under this Agreement, or (b) $1,000,000.00, and”

4. WAIVER. The Bank hereby waives Borrower’s failure to comply with the “Minimum Tangible Net Worth” covenant set forth in Section 5.a. of the Schedule to the Loan Agreement for the periods ended December 31, 2003, January 31, 2004 and February 29, 2004. The Bank’s waiver of Borrower’s compliance with said foregoing affirmative covenant shall apply only to the foregoing specific periods.

5. FEES. Borrower shall pay to Bank on the date hereof a fully-earned, non-refundable modification fee of Three Thousand Dollars ($3,000.00). Borrower shall reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents.

6. RATIFICATION OF PERFECTION CERTIFICATE. Borrower hereby ratifies, confirms, and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate delivered to the Bank on or about October 16, 2003, and acknowledges, confirms and agrees the disclosures and information provided therein has not changed, as of the date hereof.

7. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.

8. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral granted to the Bank,, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.

9. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against the Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against the Bank,

whether known or unknown, at law or in equity, all of tem are hereby expressly WAIVED and Borrower hereby RELEASES the Bank from any liability thereunder.

10. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.

11. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank.

[The remainder of this page is intentionally left blank]

     This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above.

BORROWER:
NSI SOFTWARE, INC., successor by merger with
NETWORK SPECIALISTS, INCORPORATED
By:	/s/ S. Craig Huke
Name:	S. Craig Huke
Title:	Chief Financial Officer
BANK:
SILICON VALLEY BANK, d/b/a
SILICON VALLEY EAST
By:	/s/ John V. Atenasoff
Name:	John V. Atenasoff
Title:	Vice President

EX-10.17

Exhibit 10.17

THIRD LOAN MODIFICATION AGREEMENT

     This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of July 21, 2004, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East” (“Bank”) and NSI SOFTWARE, INC., successor by merger with NETWORK SPECIALISTS, INCORPORATED, a Delaware corporation with offices at Two Hudson Place, Suite 700, Hoboken, New Jersey 07030 (“Borrower”).

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan agreement dated as of October 16, 2003, evidenced by, among other documents, a certain Loan and Security Agreement dated as of October 16, 2003 between Borrower and Bank, as amended (as amended, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement (together with any other collateral security granted to Bank, the “Security Documents”).

Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.

3. DESCRIPTION OF CHANGE IN TERMS.

Modification to Loan Agreement.

A.	Section 5a.(i)(k)-(n) of the Schedule to the Loan Agreement and Section 5a.(ii)are hereby amended by deleting same their entirety and substituting the following therefor:
	“(k) ($500,000) at June 30, 2004; (l) ($2,000,000) at July 31, 2004; (m) ($3,000,000) at August 31, 2004; (n) $1,200,000.00 at September 30, 2004
	plus
	(ii) 80% of all consideration received (other than the $3,000,000.00 to be received on or before September 30, 2004 pursuant to subsection c, below) from proceeds from the issuance of any equity securities of the Borrower and/or subordinated debt incurred by the Borrower.”

B.	Section 5 of the Schedule to the Loan Agreement is hereby amended by deleting Subsection c. thereof in its entirety and substituting the following therefor:
	“c. Capitalization Event
	Borrower shall, on or after July 1, 2004 but before September 30, 2004, receive cash proceeds from the issuance of equity securities of the Borrower and/or subordinated debt incurred by the Borrower in the aggregate amount of at least $3,000,000.00.”
C.	Section 8(4) of the Schedule to the Loan Agreement is hereby amended by adding the following subsection (c) to the definition of “Intellectual Property Granting Event” set forth therein:
	“, or (c) until such time as Borrower receives additional cash proceeds from the issuance of equity securities of the Borrower and/or subordinated debt incurred by the Borrower in an aggregate amount of at least $10,000,000.00, the occurrence of an Event of Default under this Agreement.”
D.	Subsection (viii) of the definition of “Eligible Receivables” set forth in Section 8 of the Loan Agreement is hereby amended by deleting same in its entirety and substituting the following therefor:
	“(viii) the Receivable must not be owing from an Account Debtor located outside the United States (unless pre-approved by Silicon in its discretion in writing, or backed by a letter of credit satisfactory to Silicon, or FCIA insurance satisfactory to Silicon) with the exception of Sunbelt International, provided that (a) borrowings based upon Receivables owing from Sunbelt International (“Sunbelt Based Borrowings”) may not exceed twenty (20%) percent of all borrowings under this Agreement, (b) borrowings based on Receivables owing from Sunbelt International plus borrowings based upon Receivables owing from Sunbelt Software, Inc. may not exceed forty 40% percent of all borrowings under this Agreement, and (c) Receivables owing from Sunbelt International shall only be deemed eligible up to $1,000,000.00; and”

4. WAIVER. The Bank hereby waives Borrower’s failure to comply with the Capitalization Event requirement set forth in Section 5.c. of the Schedule to the Loan Agreement as of June 30. The Bank’s waiver of Borrower’s compliance with said foregoing affirmative covenant shall apply only to the foregoing specific period.

5. FEES. Borrower shall pay to Bank on the date hereof a fully-earned, non-refundable modification fee of Five Thousand Dollars ($5,000.00). Borrower shall reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents.

6. RATIFICATION OF PERFECTION CERTIFICATE. Borrower hereby ratifies, confirms, and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate delivered to the Bank on or about October 16, 2003, and acknowledges, confirms and agrees the disclosures and information provided therein has not changed, as of the date hereof.

7. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.

8. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral granted to the Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.

9. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against the Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against the Bank, whether known or unknown, at law or in equity, all of tem are hereby expressly WAIVED and Borrower hereby RELEASES the Bank from any liability thereunder.

10. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.

11. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank.

     This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above.

BORROWER:
NSI SOFTWARE, INC., successor by merger with
NETWORK SPECIALISTS, INCORPORATED
By:	/s/ S. Craig Huke
Name:	S. Craig Huke
Title:	Chief Financial Officer
BANK:
SILICON VALLEY BANK, d/b/a
SILICON VALLEY EAST
By:	/s/ John V. Atenasoff
Name:	John V. Atenasoff
Title:	Vice President

CORPORATE RESOLUTIONS FOR
AMENDING LOAN ARRANGEMENT

Scott Meyers ____, being the Secretary of NSI SOFTWARE, INC., a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware CERTIFIES that the following resolutions were adopted

CHECK ONE	þ	at a duly called and conducted meeting of the Directors of said corporation held on at which a quorum was present and voting throughout,
	o	by the unanimous consent of the Directors of said corporation, the originals of which consents having been placed with the records of meetings of Directors of said corporation,

and are in conformity with the Certificate of Incorporation and By-Laws of said corporation (each as amended to date) and that each of the following resolutions presently is in full force and effect without change:

AMENDMENT OF LOAN ARRANGEMENT

RESOLVED, That this corporation amend its loan arrangements with Silicon Valley Bank (hereinafter, with any successor, the “Bank”) in such manner as has been or is hereinafter discussed and negotiated by and between the Bank on the one hand and any of the following, acting on behalf of this corporation, on the other:

Insert title, only, if Persons to act on behalf of corporation have titles. Otherwise, insert names. S. Craig Huke
Chief Financial Officer

In connection with the foregoing, each of said officers and/or persons, acting as described above, is authorized to execute, seal, acknowledge, and deliver in the name of and on behalf of this corporation such instruments, documents, and papers which relate thereto as may be appropriate, each in such form and upon such terms as the officer(s) and/or person(s) so authorized determines, such execution and delivery to be conclusive of such officer’(s) and/or person’(s) authority so to act in the name of and on behalf of this corporation.

DELEGATION OF AUTHORITY

RESOLVED, That any one of the officers and/or persons authorized by the foregoing Resolutions, acting singly, may by written instrument furnished the Bank delegate to any other officer or person the same authority which is vested singly and individually by said Resolution in the person(s) or officer(s) so delegating authority, which written delegation shall be in such form as may be requested by the Bank and may be subject to such restrictions and limitations as may be indicated thereon.

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CONTINUATION OF AUTHORITY

RESOLVED, That all resolutions and delegations relative to the authority of any officer or person to act on behalf of this corporation shall remain in full force and effect until the Bank’s receipt of written notice of the revocation or modification of such authority from the person signing below as the Secretary of this corporation or from that person whom the Bank reasonably believes to be authorized to act in this regard on behalf of this corporation.

RATIFICATION OF PRIOR TRANSACTIONS

RESOLVED, That all action heretofore taken on behalf of this corporation and all instruments, documents, and papers heretofore executed in the name of and on behalf of this corporation concerning this corporation’s relationship with the Bank be, and they hereby are, approved, adopted, and ratified. This corporation shall indemnify, defend, and hold the Bank harmless of and from any loss, liability, or damage the Bank may suffer or incur on account of this corporation’s relationship with the Bank.

REVOCATION OF INCONSISTENT RESOLUTIONS

RESOLVED, That any and all resolutions of this corporation which may be in conflict with any of the foregoing resolutions be, and they hereby are, revoked.

RESOLVED, That the resolutions of this corporation’s Directors concerning this corporation’s relationship with and borrowing from Silicon Valley Bank (the “Bank”), with offices at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, pursuant to which, among other things, this corporation may be granting the Bank a security interest or other collateral in and to, and/or mortgaging, all or any portion of the assets of this corporation, be, and said resolutions are hereby approved, adopted, and incorporated herein by reference.

PERSONS PRESENTLY AUTHORIZED TO ACT

I further CERTIFY that the following person are authorized under the preceding Resolutions to act:

Name	Title
S. Craig Huke	Chief Financial Officer
Scott Meyers	Chief Operating Officer

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     IN WITNESS WHEREOF, I have set my hand and the seal of this corporation on this 20th day of July, 2004.

(Corporate Seal)	/s/ Scott Meyers
	Secretary
	Print Name: Scott Meyers

     If the foregoing Resolutions confer authority upon the Secretary, this Certificate should be confirmed by another officer of the corporation.

CONFIRMED: Print Name:	/s/ S. Craig Huke S. Craig Huke
Title:	Chief Financial Officer

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EX-10.18

Exhibit 10.18

FIFTH LOAN MODIFICATION AGREEMENT

     This Fifth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of October 15, 2004, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East” (“Bank”) and NSI SOFTWARE, INC., successor by merger with NETWORK SPECIALISTS, INCORPORATED, a Delaware corporation, with offices at Two Hudson Place, Suite 700, Hoboken, New Jersey 07030 (“Borrower”).

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of October 16, 2003, evidenced by, among other documents, a certain Loan and Security Agreement dated as of October 16, 2003 between Borrower and Bank, as amended (as amended, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement (together with any other collateral security granted to Bank, the “Security Documents”).

Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.

3. DESCRIPTION OF CHANGE IN TERMS.

Modification to Loan Agreement.

A.	Section 1(A)(i) of the Schedule to the Loan Agreement is hereby amended by deleting the following text appearing therein :
	“(i) $4,500,000.00 at any time outstanding (the “Maximum Credit Limit”); minus”
	and substituting the following text therefor:
	“(i) $4,750,000.00 at any time outstanding (the “Maximum Credit Limit”); minus”
B.	Section 1(B)(i) of the Schedule to the Loan Agreement is hereby amended by deleting the following text appearing therein:
	“(i) 75% of the amount of the Borrower’s Eligible Receivables; minus”
	and substituting the following text therefor:

	“(i) 75% of the amount of the Borrower’s Eligible Receivables, exclusive of Deferred Revenue Offsets and rebate accruals; provided, however, in the event that Borrower has an Adjusted Quick Ratio (to be tested on a monthly basis, as of the end of each month) of at least 1.25 to 1.0, then Silicon will not exclude such Deferred Revenue Offsets or rebate accruals; minus”
C.	Section 2 of the Schedule to the Loan Agreement is hereby amended to delete the text “$5,000.00” appearing in the Minimum Monthly Interest section and substituting the text “Not applicable” therefor.
D.	Section 3 of the Schedule to the Loan Agreement is hereby amended to delete the following text appearing therein:
	“Unused Line Fee: (Intentionally omitted).”
	and substituting the following text therefor:
	“Unused Line Fee: In the event, in any calendar month (or portion thereof at the beginning and end of the term hereof), the average daily principal balance of the Loans outstanding during the month is less than the amount of the Maximum Credit Limit, Borrower shall pay Silicon an unused line fee in an amount equal to 0.50%% per annum on the difference between the amount of the Maximum Credit Limit and the average daily principal balance of the Loans outstanding during the month, which unused line fee shall be computed and paid monthly, in arrears, on the last day of each month.”
E.	Section 4 of the Schedule to the Loan Agreement is hereby amended by deleting same in its entirety and substituting the following therefor:

“4.	Maturity Date
	(Section 6.1) October 14, 2005.”

F. Section 5a.(i)(n) of the Schedule to the Loan Agreement and Section 5a.(ii) is hereby amended by deleting same its entirety and substituting the following therefor:

“(n)	($1,600,000) at September 30, 2004;
(o)	$1,600,000 at October 31, 2004;
(p)	$600,000 at November 30, 2004;
(q)	$2,300,000.00 at December 31, 2004
(r)	$700,000 at January 31, 2005;
(s)	($300,000) at February 28, 2005;
(t)	$600,000 at March 31, 2005;
(u)	($600,000) at April 30, 2005;
(v)	($1,650,000) at May 31, 2005;

(w)	($400,000) at June 30, 2005;
(x)	($1,800,000) at July 31, 2005;
(y)	($3,000,000) at August 31, 2005;
(z)	($1,800,000) at September 30, 2005;
(aa)	($2,500,000) at October 31, 2005;

plus

(ii)	80% of all consideration received after October 8, 2004 from proceeds from the issuance of any equity securities of the Borrower and/or subordinated debt incurred by the Borrower.”
G.	Section 5b. of the Schedule to the Loan Agreement is hereby amended by deleting the text “$750,000.00” appearing in the Minimum Cash or Excess Availability covenant and substituting the text “$300,000.00” therefor.
H.	Section 8(4) of the Schedule to the Loan Agreement is hereby amended by deleting subsection (c) of the definition of “Intellectual Property Granting Event” set forth therein.
I.	Section 8 of the Loan Agreement is hereby amended to add the following definitions of “Adjusted Quick Ratio” and “Deferred Revenue Offsets” as they would appear therein alphabetically:
	“”Adjusted Quick Ratio” is the ratio of (i) Quick Assets to (ii) Current Liabilities minus Borrower’s Deferred Revenue liabilities.
	“Deferred Revenue Offsets” is calculated by Silicon and is equal to either, at Silicon’s discretion in each instance, (i) 35% of the total Deferred Revenue liabilities of Borrower or (ii) the total amount of Deferred Revenue liabilities for each specific Account Debtor related to specific Eligible Receivables.”

4. FEES. Borrower shall pay to Bank on the date hereof a fully-earned, non-refundable renewal fee of Twenty Three Thousand Seven Hundred Fifty Dollars ($23,750.00). Borrower shall reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents.

5. RATIFICATION OF PERFECTION CERTIFICATE. Borrower hereby ratifies, confirms, and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate delivered to the Bank on or about October 16, 2003, and acknowledges, confirms and agrees the disclosures and information provided therein has not changed, as of the date hereof.

6. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.

7. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral granted to the Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.

8. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against the Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against the Bank, whether known or unknown, at law or in equity, all of tem are hereby expressly WAIVED and Borrower hereby RELEASES the Bank from any liability hereunder.

9. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.

10. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank.

     This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above.

BORROWER:

NSI SOFTWARE, INC. , successor by merger with
NETWORK SPECIALISTS, INCORPORATED

By:	/s/ S. Craig Huke
Name:	S. Craig Huke
Title:	Chief Financial Officer

BANK:

SILICON VALLEY BANK, d/b/a
SILICON VALLEY EAST

By:	/s/ John V. Atenasoff
Name:	John V. Atenasoff
Title:	Senior Vice President

EX-10.19

Exhibit 10.19

SEVENTH LOAN MODIFICATION AGREEMENT

     This Seventh Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of January 1, 2006, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East” (“Bank”) and NSI SOFTWARE, INC., successor by merger with NETWORK SPECIALISTS, INCORPORATED, a Delaware corporation with offices at Two Hudson Place, Suite 700, Hoboken, New Jersey 07030 (“Borrower”).

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan agreement dated as of October 16, 2003, evidenced by, among other documents, a certain Loan and Security Agreement dated as of October 16, 2003 between Borrower and Bank, as amended (as amended, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement (together with any other collateral security granted to Bank, the “Security Documents”).

Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.

3. DESCRIPTION OF CHANGE IN TERMS.

Modifications to Loan Agreement.

A. Section 4 of the Schedule to the Loan Agreement is hereby amended by deleting same in its entirety and substituting the following text therefor:

“4.	Maturity Date
	(Section 6.1) March 1, 2006.”

B.	Section 1 of the Schedule to the Loan Agreement is hereby amended by deleting the following text appearing therein:
	“Letter of Credit/Foreign Exchange Contact/Cash Management Services Sublimit
	(Section 1.5, 1.6): $1,000,000.00”
	and substituting the following text therefor:

“Letter of Credit/Foreign Exchange Contact/Cash Management Services Sublimit

(Section 1.5, 1.6): $2,500,000.00”

4. FEES. Borrower shall pay to Bank on the date hereof a fully-earned, non-refundable renewal fee of Three Thousand Sixty Seven Dollars ($3,067.00). Borrower shall also reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents.

5. RATIFICATION OF PERFECTION CERTIFICATE. Borrower hereby ratifies, confirms, and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate delivered to the Bank on or about October 16, 2003, and acknowledges, confirms and agrees the disclosures and information provided therein has not changed, as of the date hereof.

6. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.

7. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral granted to the Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.

8. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against the Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against the Bank, whether known or unknown, at law or in equity, all of tem are hereby expressly WAIVED and Borrower hereby RELEASES the Bank from any liability thereunder.

9. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.

10. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank.

     This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above.

BORROWER:

NSI SOFTWARE, INC., successor by merger with
NETWORK SPECIALISTS, INCORPORATED

By:	/s/ S. Craig Huke
Name:	S. Craig Huke
Title:	Chief Financial Officer

BANK:

SILICON VALLEY BANK, d/b/a
SILICON VALLEY EAST

By:	/s/ Michael Tramack
Name:	Michael Tramack
Title:	Vice President

EX-10.20

Exhibit 10.20

EIGHTH LOAN MODIFICATION AGREEMENT

     This Fifth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March ___, 2006, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East” (“Bank”) and NSI SOFTWARE, INC., successor by merger with NETWORK SPECIALISTS, INCORPORATED, a Delaware corporation, with offices at Two Hudson Place, Suite 700, Hoboken, New Jersey 07030 (“Borrower”).

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan arrangement dated as of October 16, 2003, evidenced by, among other documents, a certain Loan and Security Agreement dated as of October 16, 2003 between Borrower and Bank, as amended (as amended, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement (together with any other collateral security granted to Bank, the “Security Documents”).

Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.

3. DESCRIPTION OF CHANGE IN TERMS.

Modification to Loan Agreement.

Section 4 of the Schedule to the Loan Agreement is herby amended by deleting same in its entirety and substituting the following text therefor:

“4.	Maturity Date
	(Section 6.1) May 1, 2006.”

4. FEES. Borrower shall pay to Bank on the date hereof a fully-earned, non-refundable renewal fee of Four Thousand One Hundred Sixty Six Dollars ($4,166.00). Borrower shall reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents.

5. RATIFICATION OF PERFECTION CERTIFICATE. Borrower hereby ratifies, confirms, and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate delivered to the Bank on or about October 16, 2003, and acknowledges, confirms and agrees the disclosures and information provided therein has not changed, as of the date hereof.

6. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever

necessary to reflect the changes described above.

7. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral granted to the Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.

8. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against the Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against the Bank, whether known or unknown, at law or in equity, all of tem are hereby expressly WAIVED and Borrower hereby RELEASES the Bank from any liability thereunder.

9. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.

10. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank.

     This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above.

BORROWER:

NSI SOFTWARE, INC. , successor by merger with
NETWORK SPECIALISTS, INCORPORATED

By:	/s/ S. Craig Huke
Name:	S. Craig Huke
Title:	Chief Financial Officer

BANK:

SILICON VALLEY BANK, d/b/a
SILICON VALLEY EAST

By:	/s/ John Kinzer
Name:	John Kinzer
Title:	Relationship Manager

EX-10.21

Exhibit 10.21

NINTH LOAN MODIFICATION AGREEMENT

     This Ninth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of May ___, 2006, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 230 West Monroe Street, Suite 720, Chicago, Illinois 60606 (“Bank”) and NSI SOFTWARE, INC., successor by merger with NETWORK SPECIALISTS, INCORPORATED, a Delaware corporation with offices at Two Hudson Place, Suite 700, Hoboken, New Jersey 07030 (“Borrower”).

1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a loan agreement dated as of October 16, 2003, evidenced by, among other documents, a certain Loan and Security Agreement dated as of October 16, 2003 between Borrower and Bank, as amended (as amended, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

2. DESCRIPTION OF COLLATERAL. Repayment of the Obligations is secured by the Collateral as described in the Loan Agreement (together with any other collateral security granted to Bank, the “Security Documents”).

Hereinafter, the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the “Existing Loan Documents”.

3. DESCRIPTION OF CHANGE IN TERMS.

Modifications to Loan Agreement.

A.	Section 4.4 of the Loan Agreement is hereby amended by deleting the following text appearing therein:
	“4.4 Collection of Receivables. Borrower shall cause the Account Debtors to remit all Receivables to Silicon and Silicon shall hold all payments on, and protocols of, Receivables in a lockbox account, or such other “blocked account” as Silicon may specify, pursuant to a blocked account agreement in such form as Silicon may specify. All such payments on, and proceeds of, Receivables shall be applied to the Obligations in such order as Silicon shall determine. Silicon or its designee may, at any time, notify Account Debtors that the Receivables have been assigned to Silicon.”
	and substituting the following text therefor:
	“4.4 Collection of Receivables. Borrower shall have the right to collect all Receivables, unless and until a Default or an Event of Default has

	occurred and is continuing. Whether or not an Event of Default has occurred and is continuing, Borrower shall hold all payments on, and proceeds of, Receivables in trust for Silicon, and Borrower shall immediately deliver all such payments and proceeds to Silicon in their original form, duly endorsed, which payments and proceeds, prior to the occurrence of an Event of Default, shall be transferred by Silicon to a deposit account maintained by Borrower at Silicon. Silicon may, in its good faith business judgment, require that all proceeds of Receivables shall be deposited by Borrower into a lockbox account or such other “blocked account” as Silicon may specify, pursuant to a blocked account agreement in such form as Silicon may specify in its good faith business judgment. Silicon or its designee may, at any time, notify Account Debtors that the Receivables have been assigned to Silicon.”
B.	Section 8 of the Loan Agreement is hereby amended by deleting the definitions of “Adjusted Quick Ratio”, “Current Liabilities” and “Quick Assets” set forth therein and adding the following definitions in appropriate alphabetical order:
	‘“‘Adjusted Quick Ratio” is the ratio of (i) Quick Assets to (ii) Current Liabilities minus Borrower’s Deferred Revenue liabilities.
	“Current Liabilities” is all obligations and liabilities of Borrower to Silicon (including, without limitation, the face value of any credit extensions issued by Silicon that are not recorded on the Borrower’s balance sheet), plus, without duplication, the aggregate amount of Borrower’s and its Subsidiaries Total Liabilities which mature within one (1) year.
	“EBITDA” is Borrower’s and its Subsidiaries’ earnings before interest, income tax expense and, to the extent deducted in the calculation of earnings, depreciation expense and amortization expense.
	“Quick Assets” is, on any date, Borrower’s unrestricted cash and cash equivalents at Silicon plus net domestic and Canadian accounts receivable.”
C.	Section 1 of the Schedule to the Loan Agreement is hereby amended by deleting the following text appearing therein:
	“Letter of Credit/Foreign Exchange Contract/Cash Management Services Sublimit
	(Section 1.5, 1.6): $2,500,000.00”
	and substituting the following text therefor:

	“Letter of Credit/Cash Management Services Subunit
	(Section 1.5, 1.6):     $2,500,000,00 (less foreign exchange contract exposure)
	Foreign Exchange Contract Sublimit (Section 1.6):          $500.000”
D.	Section 1(B)(i) of the Schedule to the Loan Agreement is hereby amended by deleting the following text appearing therein:
	“(i) 75% of the amount of the Borrower’s Eligible Receivables, exclusive of Deferred Revenue Offsets and rebate accruals; provided, however, in the event that Borrower has an Adjusted Quick Ratio (to be tested on a monthly basis, as of the end of each month) of at least 1.25 to 1.0, then Silicon will not exclude such Deferred Revenue Offsets or rebate accruals; minus”
	and substituting the following text therefor:
	“(i) 80% of the amount of the Borrower’s Eligible Receivables, exclusive of Deferred Revenue Offsets and rebate accruals; provided, however, in the event that Borrower has an Adjusted Quick Ratio (to be tested on a monthly basis, as of the end of each month) of at least 1.25 to 1.0, then Silicon will not exclude such Deferred Revenue Offsets or rebate accruals; minus”
E.	Section 2 of the Schedule to the Loan Agreement is hereby amended by deleting the following text appearing therein:
	“Interest Rate (Section 1.2):
	A rate equal to the “Prime Rate” in effect from time to time, plus 2.5% per annum. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed. “Prime Rate” means the greater of (i) 4.00%, or (ii) the rate announced from time to time by Silicon as its “prime rate;” it is a base rate upon which other rates charged by Silicon are based, and it is not necessarily the best rate available at Silicon. The interest rate applicable to the Obligations shall change on each date there is a change in the Prime Rate.”
	and substituting the following text therefor:
	“Interest Rate (Section 1.2):
	A rate equal to the “Prime Rate” in effect from time to time, plus 0.75% per annum. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed. “Prime Rate” means the greater of (i) 400%, or (ii) the rate announced from time to time by Silicon as its “prime

	rate;” it is a base rate upon which other rates charged by Silicon are based, and it is not necessarily the best rate available at Silicon. The interest rate applicable to the Obligations shall change on each date there is a change in the Prime Rate.”
F.	Section 3 of the Schedule to the Loan Agreement is hereby amended by deleting the following text appearing therein:
	“Collateral Handling Fee: $1,000.00 ($500.00 when not borrowing and Borrower has advised Silicon that it has elected to be on “non-borrowing reporting status” pursuant to Section 6, below) per month payable in arrears.”
	and substituting the following text therefor:
	“Collateral Handling Fee: (intentionally omitted).”
G.	Section 3 of the Schedule to the Loan Agreement is hereby amended by deleting the following text appearing therein:
	“Early Termination Fee: If the Obligations are voluntarily or involuntarily prepaid or if this Agreement is otherwise terminated prior to its maturity, the Borrower shall pay to Silicon a termination fee in the amount equal to $45,000.00, provided that no such termination fee shall be charged if the credit facility hereunder is replaced or transferred to another division of Silicon. The termination fee shall be due and payable upon prepayment by the Borrower in the case of voluntary prepayments or upon demand by Silicon in the event of involuntary prepayment, and if not paid immediately shall bear interest at a rate equal to the highest rate applicable to any of the Obligations.”
	and substituting the following text therefor:
	“Early Termination Fee: If the Obligations are voluntarily or involuntarily prepaid or if this Agreement is otherwise terminated prior to its maturity, the Borrower shall pay to Silicon a termination fee in the amount equal to one (1%) percent of the greater of $4,750,000 or the then Maximum Credit Limit, provided that no such termination fee shall be charged if the credit facility hereunder is replaced or transferred to another division of Silicon. The termination fee shall be due and payable upon prepayment by the Borrower in the case of voluntary prepayments or upon demand by Silicon in the event of involuntary prepayment, and if not paid immediately shall bear interest at a rate equal to the highest rate applicable to any of the Obligations.”
H.	Section 4 of the Schedule to the Loan Agreement is hereby amended by deleting same in its entirety and substituting the following text therefor:

“4. Maturity Date

(Section 6.1) April 30, 2007.”

I. Section 5 of the Schedule to the Loan Agreement is hereby amended by deleting same in its entirety and substituting the following text therefor:

“5. FINANCIAL COVENANTS

(Section 5.1): Borrower shall comply with each of the following covenants. Compliance shall be determined as of the end of each month, except as otherwise specifically provided below:

a. Adjusted Quick Ratio. Borrower shall maintain a ratio of Quick Assets to Current Liabilities minus Deferred Revenue of at least 1.50 to 1.00.

b. EBITDA. Borrower and its Subsidiaries, on a consolidated basis, shall maintain measured as of the end of each fiscal quarter, EBITDA minus capital expenditures of at least $1.00.

J. Section 6 of the Schedule to the Loan Agreement is hereby amended by deleting the following text appearing therein:

“Borrower shall provide Silicon with the following:

1. Weekly (monthly, if no amounts are outstanding under this Agreement and Borrower has advised Silicon in writing that it has elected to be on “non-borrowing reporting status”), and upon each loan request, borrowing base certificates and transaction reports.

2. Monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, within fifteen days after the end of each month.

3. Monthly Receivable agings, aged by invoice date, and receivable reconciliations, within fifteen days after the end of each month.

4. Monthly unaudited financial statements, as soon as available, and in any event within thirty days after the end of each month.

5. Monthly Compliance Certificates, within thirty days after the end of each month, in such form as Silicon shall reasonably specify, signed by the Chief Financial Officer of Borrower, certifying that as of the end of such month Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Silicon shall reasonably request, including.

without limitation a statement that at the end of such month there were no held checks.

6. Quarterly unaudited financial statements, as soon as available, and in any event within forty-five days after the end of each fiscal quarter of Borrower.

7. Annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower within thirty days prior to the end of each fiscal year of Borrower.

8. Annual audited financial statements, as soon as available, and in any event within 120 days following the end of Borrower’s fiscal year, prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Silicon.”

9. Such additional reports and information as Silicon may from time to time specify.

and substituting the following text therefor:

“Borrower shall provide Silicon with the following:

1. Monthly, borrowing base certificates and transaction reports, within fifteen days after the end of each month.

2. Monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, within thirty days after the end of each month.

3. Monthly Receivable agings, aged by invoice date, and receivable reconciliations, within thirty days after the end of each month.

4. Monthly consolidated and consolidating unaudited financial statements, as soon as available, and in any event within thirty days after the end of each month.

5. Monthly Compliance Certificates, within thirty days after the end of each month in such form as Silicon shall reasonably specify, signed by the Chief Financial Officer of Borrower, certifying that as of the end of such month Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Silicon shall reasonably request, including, without limitation, a statement that at the end of such month there were no held checks.

6. Annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower within thirty days prior to the end of each Fiscal year of Borrower.

7. Annual consolidated and consolidating audited financial statements, as soon as available, and in any event within 120 days following the end of Borrower’s fiscal year, prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Silicon, provided, however, Borrower may deliver its year end December 31, 2005 annual audited financial statements to Silicon on or before June 30, 2006.

8. Such additional reports and information as Silicon may from time to time specify.”

4. WAIVER. The Bank hereby waives Borrower’s failure to furnish deliver its year end December 31, 2005 annual audited financial statements to Silicon on or before April 30, 2006. The Bank’s waiver of Borrower’s compliance with said foregoing requirement shall apply only to the foregoing specific period and the Borrower shall be required to deliver its year end December 31, 2005 annual audited financial statements to Silicon on or before June 30, 2006.

5. FEES. Borrower shall pay to Bank on the date hereof a fully-earned, non-refundable renewal fee of Twenty Three Thousand Seven Hundred Fifty Dollars ($23,750.00). Borrower shall also reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents.

6. RATIFICATION OF PERFECTION CERTIFICATE. Borrower hereby ratifies, confirms, and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate delivered to the Bank on or about October 16, 2003, and acknowledges, confirms and agrees the disclosures and information provided therein has not changed, as of the date hereof.

7. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.

8. RATIFICATION OF LOAN DOCUMENTS. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral granted to the Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.

9. NO DEFENSES OF BORROWER. Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against the Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against the Bank, whether known or unknown, at law or in equity, all of tem are hereby expressly WAIVED and Borrower hereby RELEASES the Bank from any liability thereunder.

10. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall obligate Bank to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification Agreement.

11. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank.

[Remainder of page intentionally left blank]

     This Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above.

BORROWER:
NSI SOFTWARE, INC. , successor by merger with
NETWORK SPECIALISTS, INCORPORATED
By:	/s/ S. Craig Huke
Name:	S. Craig Huke
Title:	Chief Financial Officer
BANK:
SILICON VALLEY BANK
By:	/s/ John Kinzer
Name:	John Kinzer
Title:	Relationship Manager

EX-10.25

Exhibit 10.25

PRODUCTS LICENSE AND DISTRIBUTION AGREEMENT

This Product License and Distribution Agreement (“Agreement”) is made and entered into as of the November 16, 2001, (the “Effective Date”), by and between Dell Products L.P., a Texas limited partnership, by and on behalf of itself and Dell Computer Corporation, a Delaware corporation, and the other affiliates of Dell Computer Corporation (collectively referred to as “Dell”), with its principal place of business at One Dell Way, Round Rock, Texas 78682, and Network Specialists, Inc., a New Jersey corporation, with its principal place of business at 2 Hudson Place, Hoboken, New Jersey 07030 (“Distributor”).

1. LICENSE AND DISTRIBUTION TERMS AND DEFINITIONS

1.1 Definitions. The following terms shall have the following meanings within this Agreement:

(a) “Customer” shall mean an end-user of the Licensed Products who purchases a license to the Licensed Products from Dell for their own use.

(b) “Distributor’s Trademarks” shall mean those trademarks, trade names, service marks, slogans, designs, distinctive advertising, labels, logos, and other trade-identifying symbols as are or have been developed and used with the Licensed Products by Distributor or any of its subsidiaries or affiliate companies anywhere in the world.

(c) “Documentation” shall mean the documentation which is typically included by Distributor in the “retail” versions of its standard packaging of the Licensed Products.

(d) “Licensed Products” shall mean the software listed in Exhibit A and Documentation.

1.2 Grant of License. In consideration for Dell paying to Distributor the royalty fee per license set forth in Exhibit A, Distributor hereby grants to Dell a world-wide, non-exclusive right and license to sub-license and distribute the Licensed Products to its Customers. Dell may not modify or attempt to modify the Licensed Products, nor create derivative works, nor may Dell sell, rent, sub-license, lease, timeshare or transfer the Licensed Products to any third party, except as may be expressly authorized under this Agreement. Distributor represents and warrants that it has all right, title and interest necessary for it to enter into this Agreement and to provide the Licensed Products to Dell under the terms and conditions set forth in herein.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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1.3	Grant of Intellectual Property License. Distributor hereby grants Dell a non-exclusive, non-transferable, royalty-free, worldwide right and license to utilize the Distributor’s Trademarks in connection with advertising, promotion, and license of the Licensed Products, subject to any trademark usage guidelines provided by Distributor to Dell from time to time. Dell will use commercially reasonable efforts to avoid any action that materially diminishes the value of Distributor’s Trademarks and agrees that the Distributor’s Trademarks used and owned by Distributor shall remain the exclusive property of Distributor or its designees and that it shall not acquire any rights in or to any Distributor’s Trademarks by virtue of its use thereof pursuant to this Agreement.
1.4	No Exclusivity. Dell shall have no obligation to purchase the Products pursuant hereto. Furthermore, Dell may purchase products that are the same as or similar to the Licensed Products from sources other than Distributor. Nothing under the foregoing, however, shall be construed to be a license under Distributor’s patents, copyrights, trademarks, trade secrets and other intellectual property rights except as specifically granted in other provisions of this Agreement. This Agreement does not constitute an order.
1.5	End User License Agreements. Dell may distribute and/or sublicense the Licensed Products by providing each Customer with an end user license agreement in a form substantially similar to that provided by Distributor and attached as Exhibit B1 and Exhibit B2.
1.6	Ownership and Confidentiality. All patents, copyrights, trademarks, trade secrets and other ownership rights in the Licensed Products are and shall remain the property of Distributor. The source code of the Licensed Products, which is not provided to Dell or its Customers, and all information regarding the design, structure or internal operation of the Licensed Products are valuable trade secrets of Distributor (“Confidential Product Information”). Dell shall not sell, transfer, publish, disclose, display or otherwise permit access to any Confidential Product Information by any third party, except as may be expressly authorized under this Agreement. The Licensed Products may not be reverse-engineered, decompiled or disassembled.
1.7	Support and Maintenance. NSI shall provide at no additional charge, product support to each Customer for the first year a Licensed Product is licensed to such Customer. Thereafter, product support of the Licensed Product shall be provided to each Customer who has elected to purchase an Annual Support and Maintenance Renewal License for each Licensed Product. The royalty fee for such Annual Support and Maintenance Contract for each Customer shall be paid to Distributor as set forth in the Exhibit A.
1.8	Limited Warranty. Distributor warrants that the Licensed Software will materially comply to Distributor’s then-current published specifications for the licensed version of the Licensed Products To the extent that Distributor becomes aware of any significant defect or functional issue, Distributor shall use best

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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efforts to remedy any such defects or functional issues in as prompt a manner as is commercially possible. OTHER THAN THE FOREGOING, DISTRIBUTOR MAKES NO WARRANTY, EXPRESS OR IMPLIED AND ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. DISTRIBUTOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL MEET DELL OR ITS CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. Dell and its Customers are solely responsible for the selection of the Licensed Software to achieve its intended results and for the results actually obtained.

1.9

Ordering. Dell will place orders via fax or Email or other electronic means with Distributor so as to facilitate “expedites” or other special orders on an ad hoc basis. As long as an order is placed by Dell by 6:00 p.m. prevailing Central time, Distributor shall confirm its acceptance or rejection of a manual order via fax or e-mail within 8 business hours of Distributor’s receipt of the order. Upon acceptance of the order, Distributor must include in its fax or Email confirmation, at a minimum, the invoice and airbill numbers and carrier information for the order.

1.10

Orders. An “Order” will consist of the following information:

Ø	DellWare PO Number (Customer’s Dell Order Number)
Ø	Customer PO Number
Ø	Shipping Method
Ø	Sku
Ø	Manufacturer Part Number
Ø	Quantity Ordered
Ø	Cost to DellWare
Ø	Customer Ship-To Address (Customer P# must be included in the ship-to label).
Ø	If serial numbers are required, an asterisk (*) will be placed in front of the manufacturer part number.

1.11 Product Shipment. All Orders placed by Dell, during business hours, in accordance with this Agreement and accepted by Distributor by 6.00 p.m. prevailing Central time on a business day shall be completely filled and shipped by Distributor (or made available to Dell’s designated carrier as the case may be) on that same business day, unless otherwise agreed to by both parties. If an Order is accepted by Distributor after 6:00 p.m. prevailing Central time on a business day, then Distributor shall fill and ship the Order no later than the next business day.

1.12 Packing Slip Requirements. The following information should appear on the packing slip accompanying all Orders:

Ø DellWare PO Number (Customer’s Dell order number)

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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Ø	Customer PO Number
Ø	Shipping Method
Ø	Dell’s Return Policy: “You may return your order for any reason within 30 days of receipt. Please call Dell customer service at 1-800-847-4098 for a return authorization number.” (or such other text regarding its then-current return policy as Dell may provide to Distributor from time to time)
Ø	Dell Return address: Dell, 8801 Research Blvd., Austin TX 78758, 1-800-847-4098

1.13 Shipping Label Requirements. The following information should appear on the shipping label for all orders:

Ø	DellWare PO Number (Customer’s Dell order number)
Ø	Customer PO Number- located with customer address
Ø	Return address: Dell Computer, address of originating warehouse

1.14	Service and Support. Distributor shall make available to Dell (through at least one toll-free 800 or 888 telephone number and e-mail), *, an adequate number of trained and qualified representatives to answer inquiries and perform tracking services with respect to all Orders placed by Dell, including lost shipments, short shipments, billing errors, stock balancing, expedites, defective Products replacement Products, damaged shipments and mis-shipments. Such service and support shall be made available to Dell between the hours of * prevailing Central time.
1.15	Freight. Distributor shall set up an account with each of its carriers that allows Dell to directly access in real time (or as close to real time as possible) each carrier’s “214 EDI” transmissions relating to shipping status information for all Orders. Distributor or its designated carriers shall ship all Orders within the United States on a next business day delivery basis.
1.16	Shipment Discrepancies. Short shipment or lost shipment Product credits will be credited the next business day after Dell has reported the problem to the Distributor. Full credit for Products will be given for short shipments or lost shipments.
1.17	Backorders and End of Life Products. Distributor shall immediately notify Dell when stock is available for a Product that is being held on backorder, but shall not release the Order for shipment until it has received written or electronic approval from Dell to do so. Distributor shall provide Dell with at least * advance written notice of any Product that will be discontinued or has an end of life status.
1.18	Returns Policy. Dell may return any Products purchased from Distributor within * of the invoice date; provided, however, that Dell may return any defective Product purchased from Distributor within * of the invoice date. Dell must obtain a Return Material Authorization number (“RMA”) for each Product that is returned to the Distributor. RMA’s will be faxed to Dell within * of such

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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request. Distributor shall credit the amounts for returned Products to Dell’s account on the same day that Distributor receives the returned Products in its warehouse and shall promptly send written confirmation of such credits to Dell’s Accounts Receivable Department. Distributor shall not charge Dell any restocking fees for any Products that are returned to Distributor in accordance with this Section.

2. PRICING

2.1	Pricing. License Fees shall be as set forth in Exhibit A, or such other means as determined and agreed by the parties in writing subsequent to the execution of this Agreement.
2.2	*
2.3	Volume Rebate Schedule. Distributor shall pay to Dell, in accordance with Exhibit D, certain amounts based on the total volume of Products purchased by Dell (“Volume Rebate”) on a * basis * or any pro rated amount thereof if this Agreement has not been in effect for a full *. All Volume Rebates shall be paid to Dell in the form of a check payable to Dell Products, L.P. within * after the end of each calendar year and shall be accompanied by a report detailing the volumes of Products purchased by Dell during the relevant period and the calculation of the Volume Rebate. Distributor shall pay to Dell any Volume Rebates based on the schedule (see Exhibit D).
2.4	Terms. Payment terms will be net * from Dell’s receipt of an invoice from Distributor.

3. QUARTERLY BUSINESS REVIEWS AND ASSESSMENT

3.1

Quarterly Business Reviews. On a quarterly basis, Dell and Distributor will hold Quarterly Business Reviews to review: 1) Distributor’s performance against the service level standards and operations standards in place between the parties, as well as other items, including but not limited to the pricing and quality of the Products, the transmission, fulfillment, and delivery of Products; 2) to review success of lead generation and revenue creation; to define demand creation activities for the next quarter, and to review the next quarter’s forecast; and (3) the Product returns process. Distributor agrees to provide reports as reasonably requested by Dell to support these discussions. Meetings will be held in Austin, Texas, unless otherwise mutually agreed to by the parties.

3.2

Escalation Process. In the event that a specific operational issue arises or systemic operational issues arise during the Term of this Agreement, the parties agree that the contact list set forth in attached Exhibit C will be the escalation path for Dell personnel and management to address and resolve such issues.

4. TERM AND TERMINATION

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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4.1

Term. This Agreement will begin as of the Effective Date and will continue for a period of one (1) year, unless earlier terminated in accordance with Section 4.2 below. The Term will be renewed automatically for successive one (1) year periods unless either party notifies the other party in writing of its intent not to renew the Agreement at least sixty (60) days prior to the end of the then current term.

4.2

Termination. Either party may terminate this Agreement for any reason upon sixty (60) days prior written notice to the other party. Either party may terminate this Agreement for cause: (i) upon thirty (30) days prior written notice of a material breach, if the breach has not been cured within the thirty (30) day period (except as provided below); or (ii) immediately upon written notice to the other party, (a) if the other party attempts to make an assignment in violation of the terms of this Agreement, (b) if the other party declares insolvency or bankruptcy or a petition is filed in any court and is not dismissed in ninety (90) days to declare the other party bankrupt or for the other part’s reorganization under the United States bankruptcy act of any similar statute; or (c) if the other party consents to the appointment of a trustee in bankruptcy or a receiver of similar entity.

5. ADDITIONAL TERMS

5.1	Dispute Process. Before either party initiates a lawsuit against the other relating to a dispute under this Agreement or the other party’s performance thereunder, the parties agree to work in good faith to resolve between them such disputes and claims. To this end, either party may request, after informal discussions have failed to resolve a dispute or claim, that each party designate an officer or other management employee with authority to bind the party to meet in good faith and attempt to resolve the dispute. During their discussions, each party will honor the other’s reasonable requests for information relating to the dispute or claim.
5.2	Assignment. This Agreement may not be assigned, in whole or in part, by either party without the prior written consent of the other party, except that each party may assign the Agreement to a direct or indirect parent or subsidiary upon prior written notice to the other party.
5.3	Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas. The parties are independent contractors and neither party is an employee, agent, partner, or joint venture of the other.
5.4	Compliance.

5.4.1 Since Dell transacts business with the United States government, Distributor must comply with applicable laws and Federal Acquisition Regulations (“FARs”) in order to do business with Dell. Distributor, therefore,

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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represents and warrants that it will comply with applicable FAR regulations. Upon request from Distributor, and without releasing Distributor from its independent obligations under this Section, Dell shall endeavor to assist Distributor in identifying which FARs may be applicable in connection with transactions hereunder. The parties agree to cooperate with one another to identify applicable FARs to enable Distributor to comply with its obligations under this Agreement.

5.4.2 The parties, at their respective expense, will comply with all applicable laws, orders and regulations of any governmental authority with jurisdiction over their activities in connection with this Agreement and will furnish to each other any information required to enable a party to comply with applicable laws related to the Products.

5.5 Indemnities.

5.5.1 Distributor agrees to defend, indemnify and hold harmless Dell Products L.P, Dell Computer Corporation and Dell Computer Corporation’s subsidiaries and affiliates and their respective directors, officers, employees, agents, customers and distributors from and against any and all claims, suits, actions, demands, legal proceedings, liabilities, damages, losses, judgments, authorized settlements, costs and expenses, including without limitation attorney’s fees, arising out of or in connection with any alleged or actual:

(i)	infringement by Distributor of a copyright, patent, trademark, trade secret or other intellectual property right of any third party where such infringement is not due in whole or in part to any modification of the Licensed Products or their incorporation with other software, hardware or apparatus in ways not contemplated by Distributor’s published specifications for the licensed version of the Licensed Products;
(ii)	claim that a Product provided under this Agreement has caused bodily injury (including death) or has damaged real or tangible personal property;
(iii)	breach of any of Distributor’s warranties contained in this Agreement;
(iv)	claim arising out of or relating to Distributor’s provision of repaired Products that contain used or refurbished parts that are not clearly and conspicuously labeled as such;
(v)	any violation by Distributor of any governmental laws, rules, ordinances or regulations; and/or
(vi)	claim by or on behalf of Distributor’s subcontractors, materialmen, providers, employees or agents.

Notwithstanding the foregoing, Distributor shall not be responsible to indemnify

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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any party herein, including any third party, for consequential, indirect or punitive damages

5.5.2 Distributor will provide the above indemnity even if losses are due, or alleged to be due, in part to Dell’s concurrent negligence or other fault, breach of contract or warranty, violation of the Texas Deceptive Trade Practices Act, or strict liability without regard to fault; provided, however, that Distributor’s contractual obligation of indemnification shall not extend to the percentage of the third party claimant’s damages or injuries or the settlement amount attributable to Dell’s negligence or other fault, breach of contract or warranty, or breach of the Texas Deceptive Trade Practices Act, or to strict liability imposed upon Dell as a matter of law.

5.5.3 In the event of any such claims, Dell shall: (i) promptly notify Distributor, (ii) provide Distributor a first option to respond, defend and litigate said claims with counsel of Distributor’s selection (iii) cooperate with Distributor in the defense thereof, and (iv) not settle any such claims without Distributor’s consent, which Distributor agrees not to unreasonably withhold.

5.5.4 If Distributor becomes aware of an infringement claim that is being made or appears likely to be made about a Product, Distributor shall promptly notify Dell of such claim. Dell may, at its option, return or cancel any Orders for such Products for a full credit or refund of the purchase price.

5.6 Liability.

5.6.1 EXCEPT AS SET FORTH BELOW NEITHER PARTY SHALL BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS OR ANY OTHER INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES UNDER ANY PART OF THIS AGREEMENT EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

5.7 Miscellaneous.

5.7.1 Dell shall have full freedom and flexibility in its decisions concerning the distribution and marketing of the Licensed Product, including, without limitation, the decision of whether or not to distribute or discontinue distribution of the Licensed Products. Dell does not guarantee that its marketing of the Licensed Products will be successful.

5.7.2 Dell may distribute/sell the Licensed Products on a stand-alone basis or in conjunction with a system sale or lease.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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5.7.3 Any confidential information that will be disclosed by either party related to this Agreement shall be disclosed pursuant to the terms and conditions of the Non-Disclosure Agreement between the parties. The terms and conditions of this Agreement shall be deemed to be confidential information.

5.7.4 Nothing in this Agreement shall require Dell to purchase from Distributor a minimum quantity or any or all of its requirements for products that are the same or similar to the Products. Furthermore, Distributor agrees to cooperate and work with Dell and any other distributors that Dell may engage in connection with the provision of Products.

5.7.5 This Agreement and its attached Exhibits/Schedules set forth the entire agreement and understanding of the parties relating to the subject matter contained herein, and merges all prior discussions and agreements, both oral and written, between the parties. Each party agrees that use of pre-printed forms, such as purchase orders or acknowledgments, is for convenience only and all terms and conditions stated thereon, except as specifically set forth in this Agreement, are void and of no effect. Unless otherwise expressly set forth in an Addendum, Exhibit, Attachment or Schedule, as so designated, in the event of a conflict between this Agreement and any Addenda, Exhibit, Attachment or Schedule, the terms of this Agreement shall prevail.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the Effective Date.

DISTRIBUTOR		DELL PRODUCTS L.P.
By:	/s/ Scott Meyers	By:	/s/ Bill Morris
Name:	Scott Meyers	Name:	Bill Morris
Title:	Chief Operating Officer	Title:	Director, Dell Software
Date:	11/14/01	Date:	12/10/01

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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EXHIBIT A

Licensed Software:

§	Double-Take®: Real time transaction based backup software.
§	GeoCluster: adds data redundancy to MSCS Clusters (Microsoft Cluster Services) by creating replicated disks to all available cluster nodes.

Royalty:

*.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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EXHIBIT B1

END USER LICENSE AGREEMENT

DOUBLE-TAKE LICENSE AGREEMENT

This purchased version may be used on only one server. NSI Software hereby grants you, the user, a limited, non-transferable license to use this copy of the software as specified by this license agreement. By opening, installing, and using this software you signify agreement to all terms of this license.

You agree that this software remains the property of NSI Software and that you only have a license to use this software. NSI Software reserves all other rights to the software.

PERMITTED USES-YOU MAY:

• Use the software on a computer used as a server or its replacement.

• Install the software onto a permanent storage device, such as a hard disk, for use by you on your computer.

• Make and maintain backup copies of the software, provided they are used only for your own backup purposes and you keep possession of all backup copies. This license grants usage of Double-Take for only one server.

USES NOT PERMITTED-YOU MAY NOT:

• Copy the software except as permitted herein.

• Make copies of the manual.

• Rent, lease, sub-license, time-share or sell the software or the manual.

Any breach of one or more of the provisions of this agreement shall constitute an immediate termination of your license under this Agreement.

You may not reverse engineer, decompile, disassemble, or otherwise attempt directly or indirectly to discover, use, disclose or transfer any source code or other confidential information contained in the software.

NSI SOFTWARE MAKES AND YOU RECEIVE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL NSI SOFTWARE OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

11

DAMAGES RELATED TO THE SOFTWARE OR ITS USE, EVEN IF NSI SOFTWARE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NSI and Double-Take are registered trademarks of Network Specialists Inc. All other products are trademarks of their respective companies.

(c) 1996-2001 NSI Software

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

12

EXHIBIT B2

END USER LICENSE AGREEMENT

GEOCLUSTER LICENSE AGREEMENT

This purchased version may be used on only one server. NSI Software hereby grants you, the user, a limited, non-transferable license to use this copy of the Software as specified by this license agreement. By opening, installing, and using this Software you signify agreement to all terms of this license. You agree that this Software remains the property of NSI Software and that you only have a license to use this Software. NSI Software reserves all other rights to the software.

PERMITTED USES-YOU MAY:

• Use the Software on a computer used as a server or its replacement.

• Install the Software onto a permanent storage device, such as a hard disk, for use by you on your server.

• Make and maintain backup copies of the Software, provided they are used only for your own backup purposes and you keep possession of all backup copies. This license grants usage of GeoCluster for only one server.

USES NOT PERMITTED-YOU MAY NOT:

• Copy the Software except as permitted herein.

• Make copies of the manual.

• Rent, lease, sub-license, time-share or sell the Software or the manual.

Export Restrictions. You acknowledge that this Software is subject to the export laws of the United States and agree to comply at all times with such laws. This Software or any components, data, code or technology thereof may not be exported except in full compliance with all United States and other applicable laws and regulations. You hereby represent and warrant that you: (A) are not a citizen or resident of Cuba, Iraq, Libya, Sudan, North Korea, Iran, or Syria, and if a legal entity, (B) are not an entity formed under the laws of Cuba, Iraq, Libya, Sudan, North Korea, Iran, or Syria, or (C) are not included on the U.S. Treasury Department’s list of Specially Designated nationals or the U.S. Commerce Department’s Table of Deny Orders.

Any breach of one or more of the provisions of this agreement shall constitute an immediate termination of your license under this Agreement. You may not reverse engineer, decompile, disassemble, or otherwise attempt directly or indirectly to discover,

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

13

use, disclose or transfer any source code or other confidential information contained in the Software.

NSI SOFTWARE MAKES AND YOU RECEIVE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL NSI SOFTWARE OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES RELATED TO THE SOFTWARE OR ITS USE. EVEN IF NSI SOFTWARE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NSI and Double-Take are registered trademarks of Network Specialists Inc. Double-Take GeoCluster and GeoCluster are trademarks of NSI Software. All other products are trademarks of their respective companies.

(c) 2000-2001 NSI Software

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

14

EXHIBIT C

ESCALATION CONTACT LIST

Ø	Sales/Customer Service:
	NSI Operations:
	Global Account Manager	*	*
	Inside Sales:	*	*
	Billing/Accounting:	*		*
	Shipping:	*	*
	Tech Support:				*
Ø	Dell Operations:
	*, Product Marketing Manager
	*
	*
	*
	Dell S&P Operations
	*
	*

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

15

EXHIBIT D

VOLUME REBATE SCHEDULE

*.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

16

EX-10.26

Exhibit 10.26

AMENDMENT 3

This Amendment 3 becomes part of the PRODUCT LICENSE AND DISTRIBUTION (the “Agreement”), dated December 10, 2001, between NSI and Dell Computer Corporation (“Dell”).

Whereas, NSI and Dell wish to modify certain provisions regarding NSI Products, the Agreement shall be modified as follows:

The following should be added to Exhibit A — Licensed Software::

Licensed Software:

§ Double-Take® Workgroup NAS Edition for Windows: Real time transaction based backup software for 1 processor NAS devices.

Network Specialists Inc.	Dell Computer Corporation
Date: 11/3/03	Date: 12/2/03

Signature: /s/ Scott Meyers Signature: /s/ Zita Cassizzi

Print Name: Scott Meyers Print Name: Zita Cassizzi

Title: COO Title: Director S&P Marketing

Fax Number: (201) 656 2727 Fax Number: _____________________

Confidential Page 1 08/17/2006

EX-10.27

Exhibit 10.27

AMENDMENT 4

Effective Date: July 25, 2003

This Amendment 4 becomes part of the PRODUCT LICENSE AND DISTRIBUTION (the “Agreement”), dated December 10, 2001, between NSI and Dell Computer Corporation (“Dell”). The term of this Amendment 4 is six (6) months from the effective date of this Amendment 4.

§       Whereas, NSI and Dell wish to modify certain provisions regarding NSI Products, the Agreement shall be modified as follows:

       The following should be added to Exhibit A — Licensed Software:

§ Double-Take® for Windows

Each participating Dell Segment will be able to sublicense and distribute one (1) license of Double-Take® for Windows with each Dell CX200 that the participating Dell Segment ships. Dell shall pay NSI * for each Double-Take® for Windows license sublicensed and distributed under this Amendment #4 Such license can only be utilized as a target for replication on a single NAS or Server that is attached to a CX200.

Network Specialists Inc.		Dell Computer Corporation
Date: 11/13/03		Date: 12/2/03
Signature:	/s/ Scott Meyers	Signature:	/s/ Zita Cassizzi
Print Name: Scott Meyers		Print Name: Zita Cassizzi
Title: COO		Title: Director S&P Marketing
Fax Number: (201) 656 2727		Fax Number:

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Page 1

EX-10.28

Exhibit 10.28

AMENDMENT 5

This Amendment 5 shall become part of the PRODUCT LICENSE AND DISTRIBUTION (the “Agreement”), dated December 10, 2001, between NSI and Dell Computer Corporation (“Dell”).

  Whereas, NSI and Dell wish to modify certain provisions regarding Volume Rebate Schedule;

  Now therefore, the Agreement shall be modified as follows:

    Exhibit D Volume Rebate Schedule shall be deleted and replaced with the following:

      *

Network Specialists Inc.		Dell Computer Corporation
Date: 12/1/03		Date: 12/2/03
Signature:	/s/ Scott Meyers	Signature:	/s/ Zita Cassizzi
Print Name: Scott Meyers		Print Name: Zita Cassizzi
Title: COO		Title: Director S&P Marketing

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

EX-10.29

Exhibit 10.29

AMENDMENT 6

This Amendment 6 (“Amendment”) effective as of this 26 day of February, 2004 (“Effective Date”) between NSI Software, Inc. (“NSI”) and Dell Products L.P. (“Dell”) amends the Product License and Distribution Agreement (“Agreement”), dated December 10, 2001, between the parties. Defined terms shall have the meanings set forth in the Agreement.

Whereas, NSI and Dell wish to modify certain provisions regarding NSI Products;

Now therefore, in consideration of the mutual covenants contained herein, the parties agree to amend the Agreement as follows:

Exhibit A shall be amended and the following language shall be added

Licensed Software:

§	Double-Take® Replication SSE™: Real time transaction based backup software (replication only on Network Attached Storage devices “NAS”)
§	Double-Take® SSE™: Real time transaction based backup software (replication and failover for NAS devices)
	NSI will provide copies of Double-Take® Replication SSE and Double-Take® SSE at NSI’s then current published list price to Dell for distribution.

Upon the release of Double-Take® SSE, Double-Take® for Windows — Workgroup NAS Edition shall no longer be sold by Dell.

NSI Software, Inc.	Dell Products L.P.
Date: 2-26-04	Date: 2-26-04

Signature: /s/ Scott Meyers Signature: /s/ Paul Miller

Print Name: Scott Meyers Print Name: Paul Miller

Title: COO Title: Sr. Manager SW Marketing

Confidential Page 1

EX-10.30

Exhibit 10.30

AMENDMENT 7

This Amendment 7 (“Amendment”) effective as of the 18^th day of February, 2005 (“Effective Date”) amends the Product License and Distribution agreement (the “Agreement”), dated December 10, 2001, between NSI Software, Inc. (“NSI”) and Dell Computer Corporation (“Dell”).

WHEREAS NSI and Dell wish to modify certain provisions regarding rebates;

NOW THEREFORE the Agreement shall be modified as follows:

1.	Dell shall not receive a rebate for GSA sales of the NSI Products.
2.	Except as modified under this Amendment 7, all other terms and conditions of the Agreement and other Amendments shall remain in full force and effect. In the event of a conflict between the terms of this Amendment 7, other Amendments, and the Agreement, the terms of this Amendment 7 shall supersede.

The parties, intending to be legally bound, have caused this Amendment 7 to be executed as of the latest date set forth below.

NSI Software, Inc. Dell Computer Corporation

Signature: /s/ S. Craig Huke Signature: /s/ Scott Cooper

Print Name: S. Craig Huke Print Name: Scott Cooper

Title: CFO Title: Director; S&P General Proc.

Date: 6/24/05 Date: 7-1-05

Confidential Page 1

EX-10.31

Exhibit 10.31

AMENDMENT

     This Ninth Amendment (“Ninth Amendment”) to the Product License and Distribution Agreement is between NSI Software, Inc. with its principal offices located at 257 Turnpike Road, Suite 210, Southborough, MA 01772 (“NSI”) and Dell Products, L.P. with its principal offices located at (“Dell”), is effective as of January 31, 2006 (the “Amendment Effective Date”) and amends the Product License and Distribution Agreement entered into between NSI and Dell dated December 10, 2001, as amended by the parties in Amendments 1 thru 4 (collectively, the “Agreement”). In consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree to amend the Agreement as set forth below:

Section 2.4 of the Agreement is hereby deleted and replaced with the following:

2.4 Terms. Unless otherwise agreed in writing, all payments shall be stated (and payments made) in United States dollars and are exclusive of applicable sales, use or similar taxes for which Dell shall be obligated to pay Distributor. Dell will have no liability for (a) any taxes based on Distributor’s net assets or income; (b) franchise taxes; (c) any sales tax for which Dell has an appropriate resale or other exemption; or (d) any sales tax, penalty, or interest that may result from Distributor’s negligence. *. Distributor acknowledges and agrees that Dell has the right to withhold any applicable taxes from payments due under this Agreement if required by any government authority.

Except as modified or enlarged by this Ninth Amendment, the remaining terms and conditions of the Agreement shall remain in full force and effect in accordance with their terms. This Ninth Amendment, together with the Agreement, is the complete agreement of the parties and supersedes any prior agreement or representation with respect thereto.

This Ninth Amendment has been executed by the parties effective as of the Amendment Effective Date.

NSI Software, Inc.		Dell Computer Corporation
Signature:	/s/ S. Craig Huke	Signature:	/s/ Scott Cooper
Print Name: S. Craig Huke		Print Name: Scott Cooper
Title: CFO		Title: EVP, Director

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

EX-10.32

Confidential

Amended and Restated Xcelerate Distributor Agreement

     This Amended and Restated Xcelerate Distributor Agreement (“Agreement”), effective as of the last date written below, is made by and between Double-Take Software, Inc. (hereinafter referred to as “NSI”), incorporated under the laws of Delaware, having its principal place of business at Two Hudson Place, Hoboken, NJ 07030, and Double-Take Software S.A.S. (hereinafter referred to as “DISTRIBUTOR”), having its principal place of business at 116-118 Avenue Paul Doumer, 92563 Rueil-Malaison, Cedex, France.

RECITALS

     WHEREAS, NSI, under the name Network Specialists Inc., and DISTRIBUTOR, under the name Sunbelt System Software S.A.S., previously entered into an Xcelerate Distributor Agreement effective July 30, 2001 (the “Original Agreement”);

     WHEREAS, the Original Agreement has been amended by Addendum 3 dated November 27, 2001, Addendum 4, Addendum 5 dated February 11, 2003, Addendum 6, Addendum 7 dated May 16, 2003, Addendum 8 dated July 8, 2003, Amendment 9 dated July 8, 2003, Addendum 10 dated November 10, 2003, Addendum 11 dated November 13, 2003, Addendum 12, Amendment 13 dated April 14, 2004, Addendum 13 dated December 24, 2004, Addendum 14, Addendum 15, Addendum 16 dated Sept 13, 2005, Addendum 17 dated January 5, 2006, Amendment 18 dated April 26, 2006 and Addendum 19 dated May 23, 2006 (collectively, the “Amendments”);

     WHEREAS, NSI acquired DISTRIBUTOR, and DISTRIBUTOR became a wholly-owned subsidiary of NSI on May 23, 2006; and

     WHEREAS, NSI and DISTRIBUTOR desire to amend and restate the Original Agreement and the Amendments so that, following such amendment and restatement, the agreement between the parties shall read in its entirety as hereinafter set forth.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

     1. Purpose of Agreement. NSI owns or holds rights to distribute and license the Software programs described in Schedule A to this Agreement (the “Licensed Software”). DISTRIBUTOR desires the non-exclusive right to distribute the Licensed Software as further described below. NSI desires to grant such rights to DISTRIBUTOR on the terms and conditions set forth in this Agreement.

     2. Grant of Distribution Rights.

COMPANY                     1 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

(a) License. Subject to all of the terms and conditions of this Agreement, NSI hereby grants to DISTRIBUTOR a non-exclusive license to distribute and sublicense copies of the Licensed Software in the territory identified in Schedule B “Territory” and DISTRIBUTOR accepts such license, subject to the terms and conditions of this Agreement. DISTRIBUTOR may not copy the Licensed Software except as necessary for internal backup and archival purposes.

(b) Reservation of Rights. All rights and licenses of any kind in the Licensed Software not expressly granted herein are reserved exclusively to NSI, including but not limited to the right to copy the Licensed Software for any reason other than those expressly set forth herein. No rights or licenses whatsoever for the source code to the Licensed Software or any part thereof are granted by this Agreement. DISTRIBUTOR acknowledges that it has and shall have no right whatsoever, whether by the express terms of this Agreement or by any course of conduct, to use, review or access the source code for the Licensed Software.

(c) Software Rights. DISTRIBUTOR acknowledges and agrees that NSI owns all rights in the Licensed Software including but not limited to all copyright, trade secret, and patent rights. DISTRIBUTOR also acknowledges and agrees that the Software Licenses distributed hereunder constitute only discrete copies of software, the media in which it is stored, and related documentation as shipped to DISTRIBUTOR. Nothing herein transfers any right, title or interest in the software or any intellectual property rights therein to the DISTRIBUTOR.

(d) Addition of Other Programs. The parties may add other programs to Schedule A from time to time only by mutual written agreement. In such an event, the term “Licensed Software” as used in this Agreement shall be deemed to refer to all programs listed in Schedule A.

(e) Authorized Territory. The Authorized Territory (“Territory“) shall be limited to those listed in Schedule B. DISTRIBUTOR, shall not distribute the Licensed Software, directly or indirectly, outside of the Territory without the prior written consent of NSI. DISTRIBUTOR may not knowingly distribute the Licensed Software to Sub-Distributors, Dealers or Customer Accounts who may re-export the Licensed Software in violation of Section (f) below.

(f) Import and Export Controls. DISTRIBUTOR hereby acknowledges that the Licensed Software is subject to United States export controls, pursuant to the U.S. Export Administration Regulations. DISTRIBUTOR shall comply strictly with all applicable provisions of the U.S. Export Administration Regulations and shall not export, re-export, transfer, divert or disclose, directly or indirectly, including via remote access, the Licensed Software, any confidential information contained or embodied in the Licensed Software, or any direct product thereof, except as authorized under the Export Administration Regulations.

COMPANY                     2 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

(g) Document Translation. NSI hereby grants DISTRIBUTOR the right to translate End User documentation for Licensed Software and End User License Agreement (“Documentation”) into French and German. NSI further grants DISTRIBUTOR a non-exclusive, non-transferable, royalty-free, and worldwide right and license to use, copy, nationalize, translate, reproduce and distribute such Documentation, provided, however, that any translation of Documentation must be approved by NSI prior to any use or distribution by DISTRIBUTOR. NSI will provide DISTRIBUTOR with electronic copies of Documentation and any updates in Framemaker format so that DISTRIBUTOR can translate such Documentation into French and German.

The rights granted under this section to DISTRIBUTOR are provided as long as:

(i)	DISTRIBUTOR insures that any copies of the collateral includes NSI’s copyright and proprietary notices;
(ii)	DISTRIBUTOR provides NSI with a copy of the resulting material; and
(iii)	DISTRIBUTOR distributes the Documentation only in connection with Licensed Software.

NSI has and shall retain all rights of ownership in and to the translated Documentation and all copies thereof provided to or created by DISTRIBUTOR under this Agreement, no right or license to DISTRIBUTOR, except as specifically set forth herein, shall be implied. Notwithstanding the foregoing, DISTRIBUTOR shall not be permitted to modify, attempt to modify or create derivative works from the Documentation except as may be expressly authorized under this Agreement.

(h) Sub-Distributors. NSI will sign agreements with sub-distributors (“Sub-Distributor”) which will grant the Sub-Distributor the ability to sell and support the Licensed Software in the EMEA (“Sub-Territory”). DISTRIBUTOR will be the “Authorized NSI Partner for EMEA” and shall be the fulfillment channel for the Sub-Distributor orders in the Territory. Each time that NSI signs an agreement with a Sub-Distributor, a schedule in the form attached hereto as Schedule F (“Sub-Distributor Schedule”) will be provided which outlines the responsibilities of Authorized NSI Partner for EMEA which are stated in the agreement between NSI and the Sub-Distributor. DISTRIBUTOR will be the Authorized NSI Partner for EMEA responsible for the items listed in the corresponding Sub-Distributor Schedule(s).

If DISTRIBUTOR decides not to sell and support to a Sub-Distributor, the DISTRIBUTOR and NSI agree that the Sub-Distributor may purchase Licensed Software and maintenance agreements directly from NSI.

(i) Courseware. NSI grants DISTRIBUTOR the right to issue orders under this Agreement for Courseware (as defined in the Courseware License Agreement attached hereto as

COMPANY                     3 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

Schedule G). The Courseware to be provided to Distributor additionally includes Instructional Material being licensed hereunder solely as a tool for use by DISTRIBUTOR to train, educate and instruct solely those customers of DISTRIBUTOR who have acquired Licensed Software from DISTRIBUTOR pursuant to the terms and conditions of the this Agreement. Specifically, subject to all of the terms and conditions this Agreement and the Courseware License Agreement, as applicable, NSI hereby grants to DISTRIBUTOR a non-exclusive license to distribute and sublicense copies of the Courseware in the Territory for the fees as then currently in effect on the NSI price list and DISTRIBUTOR accepts such license. DISTRIBUTOR may not copy the Courseware (including the Instructional Materials) except as is necessary for archival and backup purposes. All Courseware which is authorized by NSI to be distributed and sublicensed hereunder must be provided with the Courseware License Agreement.

In no event is the Instructional Material referred to above as part of the Courseware to be provided to any other party. It is solely to be used by employees of DISTRIBUTOR as a teaching aid and not otherwise to be made available or disclosed or sublicensed or transferred in any way to third parties.

(j) Exclusivity. NSI grants DISTRIBUTOR the Exclusive right (“Exclusivity”) to sell the Licensed Software in Europe and the United Kingdom (“Exclusive Territory”). This Exclusivity does not pertain to any agreements that are in existence as of May 23, 2006 or any worldwide agreements NSI may execute subsequent to May 23, 2006 with any third party product vendor or worldwide corporate agreements. This Exclusivity is based on the following terms and conditions:

(i) The DISTRIBUTOR’s 2006 annual goal for the calendar year ending December 31, 2006 for the Territory is * in new licenses and * in maintenance renewals to be ordered on the following dates:

*

The DISTRIBUTOR’s 2007 annual goal for the calendar year ending December 31, 2007 for the Territory is * in new licenses to be ordered on the following dates:

*

COMPANY                     4 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

(ii)	Note that the license order targets for 2007 are based on the assumption that NSI growth in Non-EMEA regions will be budgeted in 2007 at *. If the final budget for NSI for non-EMEA regions is different than *, the actual new license targets for DISTRIBUTOR will be adjusted accordingly. This adjustment could result in the actual targets being either higher or lower than those listed above.
(iii)	License Fee Payments: Payments to NSI for Licenses are to be made in * installments as follows:

*

 *

COMPANY                     5 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

(iv)	Note: Payments must be received by NSI in its bank account by the due date and may not be more than * prior to the due date.
(v)	Maintenance Payments: Payments for annual maintenance renewals shall be paid within * of the individual renewal orders.
(vi)	NSI currently has OEM Agreements with Lakeview Technology, Inc., Hewlett Packard, and Vision Solutions. Sales by these OEM partners to customers in Europe and the UK are permitted and do not violate DISTRIBUTOR’S exclusivity. However, NSI also has other types of worldwide agreements. *
(vii)	Rebate: DISTRIBUTOR will be eligible to receive a rebate if it meets its quarterly goals for new license purchases from NSI. Those goals are:

*

(viii)

The rebate will be calculated as follows: If DISTRIBUTOR does not purchase new licenses of at least * of the * goal, *. If DISTRIBUTOR purchases new licenses that total * of the quarterly goal, the rebate will be *. If DISTRIBUTOR purchases new licenses that total * of the quarterly goal, the rebate will be *. If DISTRIBUTOR purchases new licenses that toal * of the quarterly goal, the rebate will be *. The rebate will be paid by credit note issued to DISTRIBUTOR within * of the end of the quarter in which the licenses were purchased.

(ix)

NSI may enter into worldwide agreements in which NSI may request, at NSI’s sole discretion, DISTRIBUTOR to provide technical support in the Exclusive Territory. For any such worldwide agreement NSI enters into subsequent to May 23, 2006, NSI agrees to pay DISTRIBUTOR *. Such fee shall not be added to the Aggregate Dollar Value as such these monies shall not qualify for Marketing Development Funds, Marketing Rebate, or be applied to the annual goal for any calendar year. Payment by NSI shall be made quarterly after NSI has received payment in full from the worldwide agreement for such sales.

3. General Obligations of DISTRIBUTOR

COMPANY                     6 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

(a) Membership Fee. An Xcelerate Membership is subject to a payment by DISTRIBUTOR. Membership Fee entitles the partner to send two people, free of charge to the NSI Technical Certification Training course. Such Membership Fee Amount is indicated in Schedule B.

(a) Promotion. DISTRIBUTOR shall use its best efforts to actively market and promote the Licensed Software in the Territory in a commercially reasonable manner, including listing the Licensed Software in its catalogs and transmitting information and promotional material concerning the Licensed Software to its customers.

(b) Advertising. DISTRIBUTOR shall provide samples of its advertising copy and sales literature to NSI on its request. NSI reserves the right to review and approve all uses of NSI’s trademarks, service marks, or trade names in DISTRIBUTOR’s advertising and promotion of the Licensed Software, prior to use. Such approval will not limit DISTRIBUTOR’s obligation to comply with all applicable laws and will not be deemed an endorsement or approval of any advertising content. DISTRIBUTOR shall make no representations regarding the Licensed Software except as consistent with NSI’s own promotional and technical materials or as NSI may otherwise provide or approve in writing.

(c) Sublicense Agreements. DISTRIBUTOR shall deliver the Licensed Software to customers only (i) in the sealed packages in which NSI delivers them to DISTRIBUTOR (“Product Packages”), or (ii) by direct installation into the customer’s computer equipment according to procedures prescribed by NSI. DISTRIBUTOR shall not open any Product Package prior to sale to an end user except as necessary to make such direct installations. DISTRIBUTOR acknowledges that an end user license agreement between NSI and end users (the “Software License”) will be reproduced on or included in each Product Package, and that each Product Package will contain an appropriate customer registration card (the “Registration Card”). NSI may modify the Software License and Registration Card at any time, in whole or in part. DISTRIBUTOR shall deliver a copy of the Software License to all customers to whom DISTRIBUTOR directly installs the Licensed Software. DISTRIBUTOR shall ensure that each end user reads and consents to the Software License upon acquiring the Product Package or prior to having DISTRIBUTOR install the Licensed Software, as applicable, and remits the Registration Card as indicated thereon. DISTRIBUTOR shall not alter or limit the end user license agreements in the Licensed Software packages shipped by NSI to DISTRIBUTOR under this Agreement or their effectiveness in any manner. DISTRIBUTOR shall keep accurate records relating to all shipments, sales, sublicenses, customers and all other events and materials relating in any manner to sublicenses under this Agreement, and shall permit NSI to inspect such records at any time upon reasonable notice. If a shortfall of more than * is found in payments to be made to NSI hereunder, DISTRIBUTOR shall pay for the price of any auditing as well as a penalty equal to * of the shortfall, in addition to the shortfall.

COMPANY                     7 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

(e) Sales Reports DISTRIBUTOR shall provide NSI, within * after the end of each quarter during the term, or more frequently as NSI may from time to time require in its discretion, sales and other written reports relating to DISTRIBUTOR’s activities under this Agreement during the prior quarter.

DISTRIBUTOR shall provide NSI with a point of sale (“POS”) and current inventory report weekly. In the event that DISTRIBUTOR fails to provide a POS. and current inventory report weekly to NSI, then NSI’s obligations under Section 5(i) shall terminate.

(f) Forecasts. DISTRIBUTOR shall also provide NSI with written forecasts within * after the end of each quarter during the term, which describes DISTRIBUTOR’s good faith projections of sales of Licensed Software.

(g) Support of Customers. DISTRIBUTOR shall provide first-line technical support on the installation and use of the Licensed Software to its customers as is reasonably necessary to enable them to install and use the Licensed Software. First-line technical support entails call screening, basic software troubleshooting. DISTRIBUTOR agrees to maintain, at all times, one or more members of DISTRIBUTOR’s staff who are fully trained in use of the Licensed Software by NSI and capable of determining and meeting all customer needs regarding the Licensed Software, and to designate such staff member(s) to NSI and to all customers of the Licensed Software.

(h) Training. Within * of effective date of the Original Agreement, DISTRIBUTOR shall send two technical employees, who are responsible for installation and implementation of NSI Licensed Software to NSI Certification training and Certification Program.

(i) Web Site. NSI currently maintains a public World Wide Web (WWW) server for the purposes of providing information about NSI products and services to all users of the World Wide Web. NSI shall include electronic links to the home pages of DISTRIBUTOR who have established their own WWW sites. Additionally, DISTRIBUTOR shall provide a link from their site to NSI’s site so that both companies can take advantage of the increased Internet visibility.

(j) Business Practices. DISTRIBUTOR shall conduct its business for its own account, in its own name, and not as an agent, employee, or partner of NSI. DISTRIBUTOR shall conduct business in a manner that reflects favorably at all times on the Licensed Software and NSI’s goodwill and reputation and make no false or misleading representations with regard to NSI, its affiliates or the Licensed Software.

(k) Marketing Development Plan. On a * basis NSI and DISTRIBUTOR shall meet and develop a Market Development Plan. In this Plan, the Marketing Development Funds, which

COMPANY                     8 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

are outlined in Schedule C, earned during the previous * shall be utilized according to the agreed upon Marketing Development Plan.

(l) RESERVED

(m) Government Requirements. DISTRIBUTOR shall obtain and maintain all permits, licenses and government registrations necessary or appropriate to perform hereunder and shall make all filings with governmental authorities required of this agreement by applicable law, including without limitation those necessary to enable DISTRIBUTOR to make payments to NSI in U.S. Dollars. This Agreement is in all respects subject to compliance with all such requirements. On NSI’s request, DISTRIBUTOR shall provide NSI with written assurances of such compliance.

(n) Distributor’s Reseller. DISTRIBUTOR shall use its best efforts to follow NSI Xcelerate Partner criteria when entering a relationship with a Partner who will sublicense NSI software.

4. Ownership. DISTRIBUTOR acknowledges and agrees that NSI owns all rights in the “Licensed Software” including but not limited to all copyright, trade secret, and patent rights. DISTRIBUTOR agrees that nothing contained herein shall cause NSI’s ownership rights in the Licensed Software to be reduced in any way, nor cause DISTRIBUTOR to gain any ownership rights in the Licensed Software.

5. General Obligations of NSI

(a) NSI Support of DISTRIBUTOR. NSI shall provide DISTRIBUTOR with technical support as provided in Schedule B. Beyond that support NSI shall provide DISTRIBUTOR with NSI’s then-current standard support services for DISTRIBUTOR of the Licensed Software, subject to any standard fees or charges NSI may charge for such services. Such support and fees are listed in schedule B of this Agreement.

(b) Sales Materials. NSI shall supply DISTRIBUTOR with up to * copies of its advertising and promotional materials, and artwork for DISTRIBUTOR’s use, as NSI deems reasonably appropriate for DISTRIBUTOR’s performance hereunder. Additional quantities are available at NSI’s then current literature prices.

(c) Market Development Funds. NSI shall offer DISTRIBUTOR a market development program on the terms set forth in Schedule C. At NSI sole discretion, funds shall be allocated to execute mutually agreed upon Marketing Programs. In addition, NSI may from time to time offer other incentive programs to DISTRIBUTOR. All such programs will be governed by such rules and guidelines as NSI may announce and modify from time to time at its discretion.

COMPANY                     9 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

(d) Updates and Upgrades. NSI shall use reasonable efforts to notify DISTRIBUTOR prior to the introduction of any update or upgrade of the Licensed Software for distribution to the general public and shall make such update and upgrade available to DISTRIBUTOR concurrently with its distribution through like situated distributors. NSI reserves the right to decide, in its sole discretion, whether to make an update or upgrade available at no additional charge or as a separately-priced item.

(e) Not for Resale Licensed Demonstration Software. NSI shall provide DISTRIBUTOR with * copies of each product marked Not for Resale Software (NFR), which can be used by DISTRIBUTOR to Demonstrate the Product per terms of Schedule E. Such software shall not be left at a customer site. Any additional copies of NFR software shall be purchased at the fees set forth in Schedule B attached hereto. Each demonstration version is designed to expire at a certain point. DISTRIBUTOR must take all steps necessary to fully safeguard all NSI proprietary rights in the Licensed Software and NFR contained in the demonstration version, including but not limited to all NSI, trademarks, copyrights, IP rights and confidentiality rights in the Licensed Software.

(f) Evaluation Licensed Software. Upon request and mutual agreement, NSI shall provide DISTRIBUTOR with * evaluation copy of the Licensed Software per terms of Schedule E. Each evaluation version is designed to expire at a certain point. NSI grants DISTRIBUTOR a nonexclusive, nontransferable right and license to use such solely for purposes of i) demonstration to the applicable Customer, and ii) testing, supporting and evaluating to determine conformance to the requirements. DISTRIBUTOR is solely and fully responsible for keeping any recipient of the evaluation version from mistakenly believing they received a full production version of the Licensed Software. DISTRIBUTOR must take all steps necessary to fully safeguard all NSI proprietary rights in the Licensed Software contained in the demonstration version, including but not limited to all NSI trademarks, copyrights, IP rights and confidentiality rights in the Licensed Software. NSI shall not provide technical support for such Software. Any support provided is subject to the standard fees or charges NSI charges for such services. Such support and fees are listed in schedule B of this Agreement.

(g) Field Marketing Manager. NSI shall assign a Field Marketing Manager to assist DISTRIBUTOR with execution of the agreed upon Marketing Plan.

(h) Partner Certification. NSI shall offer a Partner Certification Program, which is intended to ensure that the DISTRIBUTOR maintain a high level of expertise in NSI’s products.

(i) *

6. Orders, Delivery and Acceptance

COMPANY                     10 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

(a) Orders. DISTRIBUTOR shall order Licensed Software from NSI using such procedures and minimum order requirements as NSI may prescribe from time to time. All orders shall be subject to acceptance and approval by NSI in its discretion. All orders shall be governed by the terms and conditions of this Agreement notwithstanding any contrary preprinted terms of any other document.

(b) An “Initial Order” in the amount of the number units of the Licensed Software for the discount level, listed in schedule B, section 3 that the Distributor chooses, will be deemed ordered with *) payable upon execution of this Agreement and the balance due upon shipment.

(c) Delivery. All orders are shipped F.O.B. NSI’s premises. NSI shall use best efforts to ship orders within * after acceptance, subject to availability.

(d) Costs. DISTRIBUTOR shall pay all shipping and transportation charges, customs duties and similar charges, and other taxes and fees imposed on Licensed Software purchases and sales hereunder. In the event NSI pays such amounts, DISTRIBUTOR shall reimburse NSI and they shall be added to the invoiced amounts as separate charges.

(e) Acceptance.

(i)

Software Acceptance. DISTRIBUTOR represents that it fully examined and tested the Licensed Software in connection with DISTRIBUTOR’s plans to distribute the Licensed Software as set forth in this Agreement. DISTRIBUTOR acknowledges that the Licensed Software is fully acceptable to DISTRIBUTOR.

(ii)

Defective Units. NSI will replace or repair any Product Package shipped to DISTRIBUTOR that is defective, provided that DISTRIBUTOR notifies NSI of each such defective Product Package within * after shipment. DISTRIBUTOR shall pay freight charges for the return of the defective Product Package to NSI. NSI shall prepay the freight charges on the return shipment to DISTRIBUTOR. A “defective” Product Package, for the purpose of this paragraph, means one, which fails to conform to the limited warranty attached as Schedule D. In no event shall NSI be responsible for any claim, loss, or consequential damages resulting from any defective product.

7. Discount Terms.

(a) Discount Level. An initial Discount Level, as stated in Schedule B, is to be fixed by mutual agreement, based on a predicted Aggregate Dollar Value of DISTRIBUTOR’s purchases within the first Ordering Period, derived from commitments, estimates, marketing plans and other information provided by the DISTRIBUTOR, and from criteria established by NSI including (if applicable) DISTRIBUTOR’s purchases in prior periods. Discounts

COMPANY                     11 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

granted at the agreed Discount Level are not subject to bill back or retroactive adjustment because of DISTRIBUTOR’s failure to achieve the Aggregate Dollar Value associated with the agreed Discount Level. For purposes of this Agreement, Aggregate Dollar shall mean total sales out at the discounted price DISTRIBUTOR pays to NSI in a timely manner. This shall include re-licensing of Software to End Users, renewal of annual maintenance licenses; selling of pass through training; selling of packaged services. It does not include Licenses that have been bought and placed in Inventory (“Stocking Orders”) or Time and Material Services. When a license that was placed in inventory (from a Stocking Order) gets re-licensed to an End User, it then becomes sales out and goes into the Aggregate Dollar Total. Stocking orders will not be counted as Aggregate Dollar Value or towards the Marketing Development Fund until DISTRIBUTOR ships the software to its Customer.

8. Payment Terms.

(a) DISTRIBUTOR shall pay the fees and charges and on the terms and conditions set forth in Schedule B attached hereto. NSI reserves the right to change payment and credit terms at any time.

(b) Changes. NSI may change such prices, terms and conditions from time to time in its discretion without prior written notice to DISTRIBUTOR. In the event NSI raises a price and DISTRIBUTOR shows, within * of such increase, that it had a pending quote to an end user customer at the lower price as of the date of such increase, then NSI shall honor the lower price for such prospective sale for a period of * from the date of price increase.

(c) Payment of Invoices. DISTRIBUTOR shall submit payments to:

Attn: Accounts Receivable
Double-Take Software, Inc.
Two Hudson Place
Suite 700
Hoboken, NJ 07030

8. Warranties.

(a) Limited Warranty. NSI makes no representation, warranty, or guaranty, express or implied regarding the Licensed Software except its standard form of limited warranty (“Warranty”), the current form of which is attached as Schedule D hereto. NSI may in its sole discretion modify its Warranty at any time and from time to time.

(b) DISCLAIMER. EXCEPT AS SET FORTH IN WRITING IN THIS AGREEMENT, NSI MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, TO DISTRIBUTOR OR ANY

COMPANY                     12 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

DISTRIBUTOR CUSTOMER, WITH RESPECT TO THE LICENSED SOFTWARE AND ANY SERVICES COVERED BY OR FURNISHED PURSUANT TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY (A) OF MERCHANTABILITY, (B) OF FITNESS FOR A PARTICULAR PURPOSE, OR (C) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. DISTRIBUTOR AND ITS CUSTOMERS RECEIVE ALL SOFTWARE AND OTHER MATERIALS HEREUNDER “AS IS”. DISTRIBUTOR AND ITS CUSTOMERS ARE SOLELY RESPONSIBLE FOR THE SELECTION OF THE LICENSED SOFTWARE TO ACHIEVE THEIR INTENDED RESULTS AND FOR THE RESULTS ACTUALLY OBTAINED.

9. NSI’s Intellectual Property.

(a) Confidentiality. As used herein, “Confidential Information” shall mean all information concerning NSI or any Affiliate of NSI to which DISTRIBUTOR is provided access by virtue of this Agreement or its activities hereunder, including without limitation technical data, product design and development, source code and source code documentation, business operations and plans, sales information, quantity and kind of Software Licenses sold, prices and methods of pricing, marketing techniques and plans, unannounced products, product and process information, and any other information which, if disclosed to others, might be competitively detrimental to NSI. Confidential Information shall not include any information which has been publicly disseminated in writing by NSI, which DISTRIBUTOR can show it knew prior to NSI’s disclosure, or which was rightfully received by DISTRIBUTOR from a third party without restriction.

During the term hereof and at all times thereafter, DISTRIBUTOR shall maintain the Confidential Information in strictest confidence, shall not disclose it to any third party, and shall use it only as necessary to perform hereunder. DISTRIBUTOR shall cause each of its officers, directors, employees, and agents to restrict disclosure and use of such Confidential Information in like fashion, and shall be responsible for any wrongful disclosure and use by any of them. In no event shall DISTRIBUTOR disassemble, decompile, reverse engineer or reverse code the Licensed Software, or attempt to do same directly or indirectly.

In the event any court or other authority orders DISTRIBUTOR to disclose any Confidential Information, DISTRIBUTOR shall use its best efforts to protect its confidentiality and shall forthwith notify NSI thereof to enable it to seek to do so. At the termination of this Agreement, DISTRIBUTOR shall promptly return all tangible Confidential Information to NSI.

(b) Limited Rights. DISTRIBUTOR shall not acquire any right to any trade names, service marks or trademarks used by NSI or any affiliates (collectively “Marks”), or the copyrights, patent rights, commercial symbols, trade secrets, goodwill, or any other form of intellectual

COMPANY                     13 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

or commercial property of NSI or any affiliates and shall not use such Marks, property or rights in any manner, except as herein permitted. All DISTRIBUTOR usage of the Marks (including, but not limited to, materials) shall be subject to NSI’s review and approval as to proper usage and product quality, and shall be pursuant to any trademark usage rules or formats as may be supplied by NSI from time to time. DISTRIBUTOR acknowledges that NSI is the exclusive owner of the Marks used by NSI for its Licensed Software and related services, and agrees that it shall not assert conflicting or competing rights to such Marks.

(c) Notices. DISTRIBUTOR may not remove, obliterate, or alter any copyright, patent, trademark, confidential, or proprietary notices, incorporated in, marked on or affixed to the Licensed Software packaging, diskettes, manuals, and/or literature by NSI, nor alter the manner in which they are presented on such materials.

10. Indemnities.

(a) By DISTRIBUTOR. DISTRIBUTOR shall defend and indemnify NSI, and hold NSI harmless, in connection with any and all claims, actions, proceedings, liabilities, judgments, damages, orders, losses, costs and expenses of any kind (including reasonable attorneys fees and legal costs) relating to: (i) representations by DISTRIBUTOR to third parties regarding the functions, compatibility or capabilities of the Licensed Software, and (ii) actions against NSI by any third parties (including but not limited to DISTRIBUTOR’s customers, end users, retailers, partners, joint ventures, suppliers and competitors) in connection with DISTRIBUTOR’s copying, packaging, distributing, advertising or installing of the Licensed Software.

(b) By NSI. NSI shall defend and indemnify DISTRIBUTOR, and hold DISTRIBUTOR harmless, in connection with any and all claims, actions, proceeding, liabilities, judgments, damages, orders, losses, costs and expenses of any kind (including reasonable attorneys fees and legal costs) relating to infringement of any patent known to NSI, copyright or trade secret by the Licensed Software in the form provided by NSI to DISTRIBUTOR provided that (i) DISTRIBUTOR notifies NSI promptly upon learning that the claim might be asserted, (ii) NSI has sole control over the defense of the claim and any negotiations for its settlement or compromise, and (iii) DISTRIBUTOR takes no action that, in NSI’s judgment, impairs NSI’s defense of the claim. This indemnification obligation shall be effective only if: DISTRIBUTOR has made all payments required by the terms of this Agreement, DISTRIBUTOR has given prompt notice of the claim and permitted NSI an opportunity to defend, DISTRIBUTOR has reasonably cooperated in the defense of the claim, and the infringement does not result from DISTRIBUTOR’s modification of the Licensed Programs.

11. Proprietary Notices. DISTRIBUTOR shall use all proprietary notices necessary to maintain full protection of all of NSI’s copyright, patent, trademark or trade secrets rights in the Licensed Software.

COMPANY                     14 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

12. Term and Termination.

(a) Term. This Agreement shall continue in effect until December 31, 2006 with all existing discounts and rebates in force until such termination. The parties agree that the term of the Agreement will renew for another twelve months unless any one of the following events occur prior to the expiration date: (a) DISTRIBUTOR breaches any term of the Agreement; (b) the sale or transfer by NSI of the Licensed Software to another party such that the receiving party shall have exclusive rights thereof, or (c) NSI is party to a merger or an acquisition during the term of the Agreement.

(b) General Termination. Either party may terminate this Agreement upon written notice if the other party materially violates any provision of this Agreement and fails to remedy such violation within thirty (30) days after written notice thereof. If DISTRIBUTOR causes termination because of a material breach, any balance owed shall become due and payable to NSI at the time of termination. NSI may terminate this Agreement with cause on thirty (30) days notice, in which event all Licensed Software packages ordered by DISTRIBUTOR before the date of delivery of such notice shall remain deliverable and payable as set forth in this Agreement. Any outstanding balance owed to NSI, is payable upon any type of termination.

(c) Insolvency. Either party may terminate this Agreement upon written notice if the other party commits an act of bankruptcy, becomes the subject of an involuntary bankruptcy filing and fails to discharge or terminate such proceeding within sixty days, voluntarily files for bankruptcy, becomes insolvent, makes any assignment for the benefit of creditors, or ceases business operations.

(d) Proprietary Rights. NSI may terminate this Agreement immediately upon written notice if DISTRIBUTOR violates any of DISTRIBUTOR’s obligations herein regarding confidentiality, trademarks, copyrights, patent rights, or any other NSI proprietary rights or interests in the Licensed Software or sublicenses.

(e) Return of Materials. Immediately after any termination or expiration of this Agreement, (i) DISTRIBUTOR shall immediately cease using and shall deliver to NSI all copies of the Licensed Software and related materials in DISTRIBUTOR’s possession, or destroy all copies of the Licensed Software and related materials in DISTRIBUTOR’s possession, and provide NSI with immediate written certification that DISTRIBUTOR has taken such actions, and (ii) DISTRIBUTOR shall immediately cease to identify itself as an authorized DISTRIBUTOR for NSI or otherwise affiliated in any manner with NSI.

13. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL

COMPANY                     15 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

DAMAGES IN RELATION TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT THAT THIS LIMITATION SHALL NOT APPLY IN CONNECTION WITH ANY INDEMNITIES HEREUNDER, OR DISTRIBUTOR’s BREACH OF ITS OBLIGATIONS REGARDING SUBLICENSES OR NSI’S PROPRIETARY OR CONFIDENTIALITY RIGHTS.

14. General

(a) Entire Agreement. NSI and DISTRIBUTOR acknowledge that they have not been induced to enter into this Agreement by any representation or warranty not set forth in this Agreement. This Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes all existing agreements and all oral, written or other communications between them concerning its subject matter. This Agreement shall not be modified in any way except in writing signed by both parties.

(b) Assignment. DISTRIBUTOR may not assign this Agreement without prior written consent by NSI. Any assignment in violation of this provision is null and void. NSI may freely assign this Agreement in connection with any sale or transfer by NSI of the Licensed Software, or substantially all of NSI’s business. This Assignment shall be fully binding and enforceable as against all permitted assignees and successors in interest.

(c) Enforceability. If any provision of the Agreement (or any portion thereof) shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.

(d) Law and Forum. This Agreement (and any and all amendments thereto) and its validity, construction and performance shall be governed in all respects by the laws of the State of New Jersey, without giving effect to principles of conflicts of law. Exclusive jurisdiction and venue for all matters relating to this Agreement shall be in the State of New Jersey, and the parties hereby agree and consent to such jurisdiction and venue.

(e) Notices. Except as otherwise specifically set forth herein, all notices shall be in writing and shall be forwarded by overnight express courier requiring signature to the recipient to complete delivery, and sent to the parties at the addresses set forth at the top of this Agreement or to any other addresses designated in writing hereafter. Notice shall be deemed delivered two days after it is given to the courier by the notifying party.

(f) Headings. The headings in this Agreement are intended for convenience of reference and shall not affect its interpretation.

COMPANY                     16 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

(g) Non-Waiver. The failure of either DISTRIBUTOR or NSI to insist upon strict performance of any of the provisions contained herein shall in no way constitute a waiver of future violations of the same or any other provision.

(h) Authority. The individuals executing this Agreement on behalf of the DISTRIBUTOR and NSI do each hereby represent and warrant that they are duly authorized by all necessary action to execute this Agreement on behalf of their respective principals.

(i) Survival. The provisions of this Agreement relating to confidentiality, indemnities, and return of materials shall survive any termination or expiration of this Agreement for a period of *.

(j) No Third Party Rights. This Agreement does not create any rights in any third parties, except assigns, successors or heirs expressly permitted hereunder.

(k) Taxes. DISTRIBUTOR shall pay any and all applicable sales, use, or excise taxes, or any other charges or duties levied by federal, state, city, county, or other governmental authority. DISTRIBUTOR will supply to NSI any appropriate exemption certificates.

Double-Take Software, Inc.	Double-Take Software S.A.S.
Date: August 28, 2006	Date: August 28, 2006
Signature: /s/ S. Craig Huke	Signature: /s/ Jo Murciano
Print Name: S. Craig Huke	Print Name: Jo Murciano
Title: Chief Financial Officer	Title: President
Fax Number:	Fax Number:

COMPANY                     17 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

Schedule A

Licensed Software:

• Double-Take® for Windows: Real time transaction based backup software.

• GeoCluster ®: adds data redundancy to MSCS Clusters (Microsoft Cluster Services) by creating replicated disks to all available cluster nodes.

• Double-Take for Virtual Systems: Real time transaction based backup software within Virtual Systems.

• Double-Take® Windows SSE: Real time transaction based software for NAS devices which shall immediately replace Double-Take® Workgroup NAS Edition

• Double-Take® Windows Replication SSE: Real time transaction based backup software for NAS devices.

COMPANY                     18 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

Schedule B

1. Payment Terms and Conditions.

DISTRIBUTOR shall, without setoff, pay NSI in full in U.S. Dollars with terms, * from date of invoice. Shipments shall be made upon credit approval and the condition that the DISTRIBUTOR’s account remains in good standing with NSI. NSI reserves the right to change credit or payment terms at any time. DISTRIBUTOR shall pay interest on past due amounts at *.

2. Membership Fee.

The Annual Membership Fee is * to be paid * from date of invoice.

3. Discount.

*

4. Initial Quantity Order.

The initial quantity order for Licensed Programs is *. * will be deemed ordered with * payable upon execution of this Agreement and the balance due upon shipment of each unit after *.

*

5 Reserved.

6. Return Policy.

During the term of this Agreement, DISTRIBUTOR may return Product Packages containing the Licensed Software to NSI without imposition of re-stocking charges subject to the following conditions:

a)	DISTRIBUTOR must submit its request for return to NSI in writing at least * in advance of proposed return, indicating in the request the reason, identity, quantity and order and invoice dates of the Software Licenses to be returned.
b)	The Product Packages being returned must be new, resaleable, and in their original, unopened packaging.
c)	DISTRIBUTOR must submit to NSI, concurrently with its return request, a non-cancelable order for Licensed Software equal to or greater than the value of the Product Packages being returned.

COMPANY                     19 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

d) The version of the Licensed Software being returned must be no older than the version immediately preceding the then current version.

7. Reserved.

8. Annual Maintenance Contracts.

DISTRIBUTOR may purchase maintenance contracts on an annual basis for each software license purchased at *.

Distributor provides and will continue to provide Level 1 and Level 2 support to its customers who have purchased maintenance agreements. NSI will continue to provide Level 3 support to the Distributor.

9. Authorized Territory.

The Authorized Territory (“Territory”) shall be limited to Europe (excluding the United Kingdom), United Kingdom, Australia, New Zealand, Brazil, Korea, South Africa, Middle East, and India.

DISTRIBUTOR will recruit additional partners in Latin America, South America, Auckland, New Zealand, and certain cities in Australia (Adelaide, Brisbane, Melbourne, Perth, and Sydney), train the additional Partners in those territories, and on a quarterly basis review sales figures, forecasts, marketing efforts, and lead generation with NSI.

10. Support.

As a part of its obligation under this Agreement: NSI will make trained technical support engineers available to DISTRIBUTOR’s authorized contact(s) to answer technical questions and address potential errors in the Licensed Software. Such availability may be by telephone, fax, electronic mail or other means as determined necessary by NSI in its discretion. NSI will make such support available to DISTRIBUTOR in accordance with its then current support schedule. NSI shall use its best reasonable endeavors to create fixes for errors reported by DISTRIBUTOR that NSI is able to reproduce using the current version of the Licensed Software, including all required Patches and Updates.

COMPANY                     20 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

Schedule C

Market Development Program

1. Accruals.

(a)	NSI shall accrue for DISTRIBUTOR’s benefit, in an account created for such purpose, amounts for later use as market development funds (“MDF”), on the terms herein. MDF shall accrue at the rate of * of the Aggregate Dollar Value. MDF, which accrues in any fiscal quarter, shall be available for use as credits commencing with the next quarter.
(b)	NSI fiscal quarters, for the purposes hereof, are as follows:
	Based on the calendar year quarters
(c)	NSI shall maintain an account showing the accrual, adjustment, and use of DISTRIBUTOR’s MDF and will report such calculations to DISTRIBUTOR on a periodic basis. Such account shall serve for the purpose of record keeping only and will not be funded or constitute a trust for DISTRIBUTOR’s benefit.

2. Credits.

a)	NSI shall credit DISTRIBUTOR with amounts from its MDF accrual account (“Credits”) in reimbursement of DISTRIBUTOR’s qualifying marketing expenditures for Licensed Software. NSI may determine which advertising; marketing, training and other promotional expenditures by DISTRIBUTOR qualify for Credits under the market development program, in its sole discretion.
b)	Unused MDF account balances shall expire upon the expiration of the second fiscal quarter following the fiscal quarter in which they accrued. DISTRIBUTOR will forfeit all such expired balances.

COMPANY                     21 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

Schedule D

Limited Warranty

NSI hereby warrants to DISTRIBUTOR that (a) the physical diskette(s) or CD-ROM(s) and documentation containing the Licensed Software will be free from defects in materials and workmanship for a period of *; (b) NSI is the owner, or is the lawful licensee, without encumbrances, of the products; and (c) NSI has the unrestricted right and authority to enter into and perform this Agreement. The above warranties specifically exclude defects resulting from accidents, abuses, unauthorized repairs, modifications, enhancements, or misapplications.

COMPANY                     22 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

Schedule E

Network Specialists, Inc.
Short Term Loan Agreement

Network Specialists, Inc., located at 2 Hudson Place, Hoboken, New Jersey, 07030, (“NSI”), and Sunbelt International, located at 116-118 Avenue Paul Doumer, 92563 Rueil-Malaison, Cedex, France (“RECIPIENT”), enter into this Short Term Loan Agreement (“AGREEMENT”) effective as of the last date written below.

1. Definitions. The following definitions apply to this Agreement:

A.	“LOANED SOFTWARE” means NSI’s software program(s) and any documentation, if any, identified in the Loaned Software Listing on the Loaned Software Schedule, which Schedule is attached to and made a part hereof as Attachment #1.
B.	“INSTALLATION SITE” means the RECIPIENT facility, identified on the Loaned Software Schedule in Attachment #1.

2.	Purpose and Term. NSI agrees to lend RECIPIENT, and RECIPIENT agrees to accept and use the LOANED SOFTWARE, solely for the purpose(s) set forth on Attachment #1 (the “PURPOSE”) and solely for the TERM of this Agreement in Attachment #1 unless otherwise agreed to in writing by both parties.
3.	Grant of License. NSI grants to RECIPIENT a personal, nonexclusive and nontransferable license to use the LOANED SOFTWARE solely for the PURPOSE and otherwise in accordance with terms hereof. RECIPIENT may use the LOANED SOFTWARE for RECIPIENT’s evaluation purposes at site(s) controlled by RECIPIENT designated in Attachment #1, and on the number of servers identified in Attachment #1 for the number of users identified in Attachment #1. RECIPIENT may not modify or attempt to modify the LOANED SOFTWARE, nor create derivative works from the LOANED SOFTWARE, nor sell, rent, sub-license, lease, time share or transfer the LOANED SOFTWARE or any copy of the LOANED SOFTWARE to any third party. RECIPIENT may not use the LOANED SOFTWARE for RECIPIENT’s internal business production purposes. RECIPIENT may make a single copy of the LOANED SOFTWARE for each server as necessary to use the LOANED SOFTWARE as expressly authorized in this Agreement and a single backup copy, all subject to the confidentiality provisions of this Agreement.
4.	Title to Software; Confidentiality. All patents, copyrights, trademarks, trade secrets and other ownership rights in the LOANED SOFTWARE are and shall remain property of NSI. The source code of the LOANED SOFTWARE and all information regarding the design, structure or internal operation of the LOANED SOFTWARE are valuable trade secrets of NSI (“Confidential Information”). RECIPIENT shall not sell, transfer, publish, disclose, display or otherwise permit access to any Confidential Information by any third party, nor shall RECIPIENT permit any copy of the LOANED SOFTWARE to leave RECIPIENT’s

COMPANY                     23 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

	site(s). The LOANED SOFTWARE may not be reverse assembled or reverse compiled. Any violation of any provision of this paragraph by RECIPIENT shall be grounds for immediate termination of this Agreement by NSI and such other legal and equitable remedies NSI may have.
5.	Proprietary Notices. RECIPIENT shall insure that any copies of the LOANED SOFTWARE made by RECIPIENT pursuant to this Agreement bear all copyright and other proprietary notices contained in or affixed to the copy or copies of the LOANED SOFTWARE delivered by NSI.
6.	No Warranty. NSI MAKES NO EXPRESS AND DISCLAIMS ALL IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. NSI DOES NOT WARRANT THAT THE LOANED SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE LOANED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. RECIPIENT is solely responsible for the selection of the LOANED SOFTWARE to achieve its intended results and for the results actually obtained.
7.	Limitation of Liability. IN NO EVENT SHALL NSI BE LIABLE FOR ANY CLAIM OR DEMAND BY RECIPIENT OR A THIRD PARTY OR FOR ANY LOST PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANYWAY RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR INCIDENTAL TO THE TRANSACTIONS HEREUNDER, MAY BE BROUGHT AGAINST NSI MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. NSI’s total liability under this Agreement shall not exceed the total amounts received by NSI from RECIPIENT hereunder.
8.	Term and Termination. Unless otherwise provided on Attachment #1, upon the expiration of the time period (the “TERM”) specified in Attachment #1, this AGREEMENT shall be terminated.
9.	Defaults and Termination.

A.	Survival. RECIPIENT’s confidentiality obligations shall survive any termination or expiration of this Agreement.
B.	Proprietary Rights. NSI may terminate this Agreement for breach upon written notice if RECIPIENT violates any of RECIPIENT’s obligations regarding confidentiality, copyrights or other NSI proprietary rights or interests in the LOANED SOFTWARE.
C.	Return of Materials. Immediately after any termination of this Agreement, RECIPIENT shall deliver to NSI all copies of the LOANED SOFTWARE and related

COMPANY                     24 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

	materials in RECIPIENT’s possession, and provide NSI with written certification that RECIPIENT has taken such actions.
D.	All fees are non-refunded except as expressly permitted in this Agreement.

10.

Failure to Return Materials. If upon the expiration of the TERM specified in Attachment #1, RECIPIENT fails to immediately return all copies of the LOANED SOFTWARE and related materials in RECIPIENT’s possession to NSI, RECIPIENT agrees to pay NSI a License fee specified in Attachment #1 permitting RECIPIENT to use the LOANED SOFTWARE on the number of servers paid for by RECIPIENT as set forth in Attachment #1 and agrees that all terms of this Agreement, including but not limited to all restrictions on RECIPIENT’s use and other obligations, shall remain in force.

11.

General

A.	Merger. This Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes all existing and all oral, written or other communications between them concerning its subject matter. This Agreement shall not be modified in any way except in writing, signed by both parties.
B.	Assignment. RECIPIENT may not assign this Agreement without prior written consent by NSI. This agreement shall be fully binding and enforceable as against all permitted assignees and successors in interest.
C.	Enforceability. If any provision of the Agreement (or any portion thereof) shall be held to be invalid or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby
D.	Non-Waiver. The failure of either RECIPIENT or NSI to insist upon strict performance of any of the provisions contained herein shall in no way constitute a waiver of future violations of the same or any other provision.
E.	Authority. The individual(s) executing this Agreement on behalf of RECIPIENT each hereby represent and warrant that they are duly authorized by all necessary action to execute this Agreement on behalf of RECIPIENT.
F.	Law and Jurisdiction. This AGREEMENT shall be governed by the laws of the State of New Jersey, without regard to New Jersey’s choice-of-law rules. Exclusive jurisdiction and venue for all matters relating to this Agreement shall be in courts located in New Jersey, and the parties hereby agree to and consent to same.

IN WITNESS WHEREOF, the duly authorized signatories of the parties have caused this AGREEMENT to be executed in duplicate as of the EFFECTIVE DATE set forth above.

SUNBELT INTERNATIONAL	NETWORK SPECIALISTS, INC. (“NSI”)
(“RECIPIENT”)

COMPANY                     25 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

COMPANY                     26 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

ATTACHMENT #1

LOANED SOFTWARE SCHEDULE

“INSTALLATION SITE”: unless otherwise stated directly below, means RECIPIENT’s facility at the address first stated in the AGREEMENT:

“PURPOSE”: means use of LOANED SOFTWARE solely in order to:
evaluate, test, and demonstrate LOANED SOFTWARE

“TERM”: unless otherwise specified below means 30 days from the date of delivery of the LOANED SOFTWARE to RECIPIENT:

Term of Distribution Agreement

Permitted number of servers for use: two(2)

LICENSE FEES FOR FAILURE TO RETURN MATERIALS AT END OF TERM:

If upon the expiration of the TERM all copies of the SOFTWARE and related materials in RECIPIENT’s possession are not immediately returned to NSI, RECIPIENT shall pay a License Fee equal to the then current list price of the LOANED SOFTWARE per server..

Loaned Software Listing

Item	Qty		Model No.	Software Description (and documentation, if any)
1.		1	DT4NT-PRE-B	Double-Take Windows 2000/NT
2.		1	GC4AS-PRE-B	GeoCluster for Windows 2000/NT — MSCS
3.
4.

COMPANY                     27 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

SCHEDULE F

SUB-DISTRIBUTOR

	CONTRACT TERMS
1. Order Processing
2. Discounts/Fees:
3. Sales Support
4. Sales Training
5. Subcontractor to Partner for Professional Services

Double-Take Software, Inc.	DISTRIBUTOR:
Signature:	Signature:
Print Name:	Print Name:
Title:	Title:
Date:	Date:

COMPANY                     28 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

SCHEDULE G

NETWORK SPECIALISTS, INC. COURSEWARE LICENSE AGREEMENT

Read the following carefully as they are the terms and conditions that define your rights and obligations with respect to the enclosed Network Specialists, Inc (NSI) Courseware licensed to you under this Agreement. The opening of this package and use of the Courseware by you indicates your agreement with and acceptance of the following terms and conditions If you do not agree with these terms and conditions promptly return the unopened package within thirty (30) days and the money you paid for the courseware will be refunded

NSI provides the Courseware solely in accordance with the following terms and conditions:

1. Definitions:

a. “Courseware” means individually and collectively the NSI self-study, student guide, video, audio, power point or other media based or computer based training course and related documentation. “NSI Software” means only a software product that has been properly licensed by NSI, either directly or through its authorized distributors or representatives or OEM’s, to end users.

2. Courseware License: You are hereby granted a personal, non-transferable and non-exclusive license to use the Courseware during the term of this license, as a training and educational aid or tool solely in connection with use and operation of NSI Software. Title to the Courseware shall remain the exclusive property of the copyright holder NSI. YOU ARE NOT AUTHORIZED TO SUB-LICENSE OR COPY THE COURSEWARE, OTHER THAN FOR ARCHIVAL PURPOSES, IN WHOLE OR IN PART.

3.	Your restrictions, obligations and duties:
a.	You may not copy the Courseware or any part of it.

b. You may not disclose or otherwise make the Courseware or any portion of it available to any third party for any reason without the written permission of a NSI authorized official.

c. You agree that the license for the Courseware is for use as a training or educational aid or tool solely for use with NSI Software, and the information contained therein, is limited for such use with NSI Software licensed by you; provided, however if you are a NSI OEM, distributor, reseller, or agent, you may use the Courseware and information solely pursuant to the terms and conditions of you agreement with NSI and subject to the written certification set forth in Paragraph 4 below.

d. Upon any termination or cancellation of this Agreement or the discontinuance of your use of the Courseware, you agree to destroy all copies of the Courseware.

4. Customer Certification: To instruct others with Courseware related to the use of NSI Software, you represent that as a current NSI OEM, distributor, reseller, agent or end

COMPANY                     29 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

	user, that you must be certified as a Certified Double-Take Instructor by NSI to instruct and train customers on the use of NSI Software, and you agree to only distribute Courseware for the sole limited purpose as a training or educational aid or tool with the use of NSI Software, pursuant to a written agreement between you and NSI.
5.	Limited Warranty, Limitations of Liability and Remedy:
a.	THE COURSEWARE IS PROVIDED ON AN “AS IS” BASIS. THE BELOW MEDIA WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES. NSI MAKES NO OTHER WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NSI DOES NOT WARRANT THAT THE COURSEWARE WILL MEET YOUR NEEDS OR EXPECTATIONS. COURSEWARE MAY CONTAIN INACCURACIES AND/OR ERRORS. YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE COURSEWARE.
b.	NSI warrants that the Courseware media, provided by NSI, to the original end user purchaser against physical defects for a period of ninety days from the day of receipt by you from NSI. NSI will replace the defective media at no charge provided it is promptly returned to NSI within the ninety day warranty period. This shall be your exclusive remedy and NSI’s sole obligation and liability for the defective media.
c.	IN NO EVENT WILL NSI BE RESPONSIBLE FOR ANY SPECIAL, INCIDENTIAL OR CONSEQUENTIAL DAMAGE, INCLUDING LOST PROFITS, LOST BUSINESS, LOST DATA, DOWNTIME, OR DAMAGES FOR PROPERTY, RESULTING FROM THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, OR BREACH OF CONTRACT, OR UNDER ANY OTHER LEGAL THEORY. NSI’S LIABILITY, IF ANY, FOR DAMAGES, INCLUDING BUT NOT LIMITED TO LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY OF PATENT OR COPYRIGHT INFRINGEMENT, SHALL NOT EXCEED THE CHARGES PAID BY YOU FOR THE COURSEWARE INVOLVED.
6.	Term, Termination, Cancellation:
a.	This license shall remain in force and effect until you discontinue the use of the Courseware or until this license is terminated or cancelled, whichever occurs earlier.
b.	NSI may terminate /cancel this license upon your failure to comply with any of the terms and conditions of this Agreement.
7.	RESTRICTED RIGHTS LEGEND

USE, DUPLICATION, OR DISCLOSURE BY THE UNITED STATES GOVERNMENT OR ANY AGENCY THEREOF IS SUBJECT TO THE RESTRICTIONS AS SET FORTH IN SUBPARAGRAPH(c)(1)(ii) OF THE RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE CLAUSE OF DFAR 252.227-7013. NETWORK SPECIALISTS, INC., 2 Hudson Place, Hoboken, NJ 98052-6399

COMPANY                     30 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Confidential

8.	General
a.	This Agreement is the complete and exclusive statement of the agreement between you and NSI and supercedes all prior written and oral communications, agreements, representations, statements and undertakings with respect to the Courseware. NO MODIFICATION, TERMINATION, EXTENSION, RENEWAL OR WAIVER OF, NOR ADDITION TO, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL BE BINDING UPON NSI UNLESS SPECIFICALLY SET FORTH IN A WRITING SIGNED BY AN AUTHORIZED OFFICIAL OF NSI.
b.	You may neither assign any right or license granted under this Agreement nor delegate any obligation under this Agreement.
c.	Export of the Courseware requires compliance with U. S. Government export controls and procedures.
d.	No actions against NSI, regardless of form, arising out of or incidental to the transactions under this Agreement, may be brought by you more than one year after the cause of action has accrued.
e.	This Agreement shall be governed by the substantive laws of the State of New Jersey.

COMPANY                     31 DISTRIBUTOR                    

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

EX-10.33

Exhibit 10.33

Xcelerate! Partner Agreement

This Xcelerate! Partner Agreement (Agreement), effective as of the last date written below, is made by and between Network Specialists Inc. (hereinafter referred to as “NSI”), incorporated under the laws of New Jersey, having its principal place of business at Two Hudson Place, Hoboken, NJ 07030, and Sunbelt Software Distribution Inc. (hereinafter referred to as “VAR”), having its principal place of business at 101 North Garden Avenue, Clearwater, Florida 33755.

1. Purpose of Agreement. NSI® owns or holds rights to distribute and license the Software programs described in Schedule A to this Agreement (the “Licensed Software”). VAR desires the non-exclusive right to distribute the Licensed Software as further described below. NSI desires to grant such rights to VAR on the terms and conditions set forth in this Agreement.

2. Grant of Distribution Rights.

(a) License. Subject to all of the terms and conditions of this Agreement, NSI hereby grants to VAR a non-exclusive license to distribute and sublicense copies of the Licensed Software to end users in the territory identified in Schedule B “Territory” and VAR accepts such license, subject to the terms and conditions of this Agreement. VAR may not copy the Licensed Software except as necessary for internal backup and archival purposes.

(b) Reservation of Rights. All rights and licenses of any kind in the Licensed Software not expressly granted herein are reserved exclusively to NSI, including but not limited to the right to copy the Licensed Software for any reason other than those expressly set forth herein. No rights or licenses whatsoever for the source code to the Licensed Software or any part thereof are granted by this Agreement. VAR acknowledges that it has and shall have no right whatsoever, whether by the express terms of this Agreement or by any course of conduct, to use, review or access the source code for the Licensed Software.

(c) Software Rights. VAR acknowledges and agrees that NSI owns all rights in the Licensed Software including but not limited to all copyright, trade secret, and patent rights. VAR also acknowledges and agrees that the Software Licenses distributed hereunder constitute only discrete copies of software, the media in which it is stored, and related documentation as shipped to VAR. Nothing herein transfers any right, title or interest in the software or any intellectual property rights therein to the VAR.

(d) Addition of Other Programs. The parties may add other programs to Schedule A from time to time only by mutual written agreement. In such an event, the term

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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“Licensed Software” as used in this Agreement shall be deemed to refer to all programs listed in Schedule A.

(e) Authorized Territory. The Authorized Territory (“Territory”) shall be limited to those listed in Schedule B. VAR, shall not distribute the Licensed Software, directly or indirectly, outside of the Territory without the prior written consent of NSI. VAR may not knowingly distribute the Licensed Software to Sub-VARs, Dealers or Customer Accounts who may re-export the Licensed Software in violation of Section (f) below.

(f) Import and Export Controls. VAR hereby acknowledges that the Licensed Software is subject to United States export controls, pursuant to the U.S. Export Administration Regulations. VAR shall comply strictly with all applicable provisions of the U.S. Export Administration Regulations and shall not export, re-export, transfer, divert or disclose, directly or indirectly, including via remote access, the Licensed Software, any confidential information contained or embodied in the Licensed Software, or any direct product thereof, except as authorized under the Export Administration Regulations.

3. General Obligations of VAR

(a) Membership Fee: An Annual Xcelerate! Membership is subject to a payment by VAR. Such Membership Fee Amount is indicated in Schedule B.

(b) Promotion. VAR shall use its best efforts to actively market and promote the Licensed Software in the Territory in a commercially reasonable manner, including listing the Licensed Software in its catalogs and transmitting information and promotional material concerning the Licensed Software to its customers.

(c) Advertising. VAR shall provide samples of its advertising copy and sales literature to NSI on its request. NSI reserves the right to review and approve all uses of NSI’s trademarks, service marks, or trade names in VAR’s advertising and promotion of the Licensed Software, prior to use. Such approval will not limit VAR’s obligation to comply with all applicable laws and will not be deemed an endorsement or approval of any advertising content. VAR shall make no representations regarding the Licensed Software except as consistent with NSI’s own promotional and technical materials or as NSI may otherwise provide or approve in writing.

(d) Sublicense Agreements. VAR shall deliver the Licensed Software to customers only (i) in the sealed packages in which NSI delivers them to VAR (“Product Packages”), or (ii) by direct installation into the customer’s computer equipment according to procedures prescribed by NSI. VAR shall not open any Product Package prior to sale to an end user except as necessary to make such direct installations. VAR acknowledges that an end user license agreement between NSI and end users (the “Software License”) will be reproduced on or included in each Product Package, and that each Product Package will contain an appropriate customer registration card (the “Registration Card”). NSI may modify the Software License and Registration Card at any time, in whole or in part.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

2

VAR shall deliver a copy of the Software License to all customers to whom VAR directly installs the Licensed Software. VAR shall ensure that each end user reads and consents to the Software License upon acquiring the Product Package or prior to having VAR install the Licensed Software, as applicable, and remits the Registration Card as indicated thereon. VAR shall not alter or limit the end user license agreements in the Licensed Software packages shipped by NSI to VAR under this Agreement or their effectiveness in any manner. VAR shall keep accurate records relating to all shipments, sales, sublicenses, customers and all other events and materials relating in any manner to sublicenses under this Agreement, and shall permit NSI to inspect such records at any time upon reasonable notice. If a shortfall of more than * is found in payments to be made to NSI hereunder, VAR shall pay for the price of any auditing as well as a penalty equal to * of the shortfall, in addition to the shortfall.

(e) Sales Reports VAR shall provide NSI, within * after the end of each * during the term, or more frequently as NSI may from time to time require in its discretion, sales and other written reports relating to VAR’s activities under this Agreement during the prior *.

(f) Forecasts. VAR shall also provide NSI with written forecasts within * after the end of each * during the term, which describes VAR’s good faith projections of sales of Licensed Software.

(g) Support of Customers. VAR shall provide first-line technical support on the installation and use of the Licensed Software to its customers as is reasonably necessary to enable them to install and use the Licensed Software. First-line technical support entails call screening, basic software troubleshooting. VAR agrees to maintain, at all times, one or more members of VAR’s staff who are fully trained in use of the Licensed Software by NSI and capable of determining and meeting all customer needs regarding the Licensed Software, and to designate such staff member(s) to NSI and to all customers of the Licensed Software.

(h) Within * of effective date of Xcelerate! Partner Agreement, VAR shall send two technical employees, who are responsible for installation and implementation of NSI Licensed Software to NSI Certification training and Certification Program.

(i) NSI currently maintains a public World Wide Web (WWW) server for the purposes of providing information about NSI products and services to all users of the World Wide Web. NSI shall include electronic links to the home pages of VAR who have established their own WWW sites. Additionally, VAR shall provide a link from their site to NSI’s site so that both companies can take advantage of the increased Internet visibility.

(j) Business Practices. VAR shall conduct its business for its own account, in its own name, and not as an agent, employee, or partner of NSI. VAR shall conduct business in a manner that reflects favorably at all times on the Licensed Software and NSI’s goodwill and reputation and make no false or misleading representations with regard to NSI, its affiliates or the Licensed Software.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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(k) Marketing Development Plan. On a quarterly basis NSI and VAR shall meet and develop a Market Development Plan. In this Plan, the Marketing Development Funds, which are outlined in Schedule C, earned during the previous quarter shall be utilized according to the agreed upon Marketing Development Plan.

(l) Marketing Rebate. Based on VAR’s committed Aggregate Dollar forecast which is stated on Schedule B, the VAR has the opportunity * to receive a rebate as set forth in Schedule B when the forecast is met or exceeded and the VAR has no outstanding payments to NSI. Stocking orders will not be counted toward the Marketing Rebate until VAR ships the Licensed Software to its Customer.

(m) Government Requirements. VAR shall obtain and maintain all permits, licenses and government registrations necessary or appropriate to perform hereunder and shall make all filings with governmental authorities required of this agreement by applicable law, including without limitation those necessary to enable VAR to make payments to NSI in U.S. Dollars. This Agreement is in all respects subject to compliance with all such requirements. On NSI’s request, VAR shall provide NSI with written assurances of such compliance.

4. Ownership. VAR acknowledges and agrees that NSI owns all rights in the “Licensed Software” including but not limited to all copyright, trade secret, and patent rights. VAR agrees that nothing contained herein shall cause NSI’s ownership rights in the Licensed Software to be reduced in any way, nor cause VAR to gain any ownership rights in the Licensed Software.

5. General Obligations of NSI

(a) NSI Support of VAR. NSI shall provide VAR with technical support as provided in Schedule B. Beyond that support NSI shall provide VAR with NSI’s then-current standard support services for VAR of the Licensed Software, subject to any standard fees or charges NSI may charge for such services. Such support and fees are listed in schedule B of this Agreement.

(b) Sales Materials. NSI shall supply VAR with up to * copies of its advertising and promotional materials, and artwork for VAR’s use, as NSI deems reasonably appropriate for VAR’s performance hereunder. Additional quantities are available at NSI’s then current literature prices.

(c) Market Development Funds. NSI shall offer VAR a market development program on the terms set forth in Schedule “C”. At NSI sole discretion, funds shall be allocated to execute mutually agreed upon Marketing Programs. In addition, NSI may from time to time offer other incentive programs to VAR. All such programs will be governed by such rules and guidelines as NSI may announce and modify from time to time at its discretion.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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(d) Updates and Upgrades. NSI shall use reasonable efforts to notify VAR prior to the introduction of any update or upgrade of the Licensed Software for distribution to the general public and shall make such update and upgrade available to VAR concurrently with its distribution through like situated VARs. NSI reserves the right to decide, in its sole discretion, whether to make an update or upgrade available at no additional charge or as a separately-priced item.

(e) Not for Resale Licensed Demonstration Software. NSI shall provide VAR with two (2) copies of each product marked Not for Resale Software (NFR), which can be used by VAR to Demonstrate the Product per terms of Schedule E. Such software shall not be left at a customer site. Any additional copies of NFR software shall be purchased at the fees set forth in Schedule B attached hereto. Each demonstration version is designed to expire at a certain point. VAR must take all steps necessary to fully safeguard all NSI proprietary rights in the Licensed Software and NFR contained in the demonstration version, including but not limited to all NSI, trademarks, copyrights, IP rights and confidentiality rights in the Licensed Software.

(f) Evaluation Licensed Software. Upon request and mutual agreement, NSI shall provide VAR with one (1) evaluation copy of the Licensed Software per terms of Schedule E. Each evaluation version is designed to expire at a certain point. NSI grants VAR a nonexclusive, nontransferable right and license to use such solely for purposes of i) demonstration to the applicable Customer, and ii) testing, supporting and evaluating to determine conformance to the requirements. VAR is solely and fully responsible for keeping any recipient of the evaluation version from mistakenly believing they received a full production version of the Licensed Software. VAR must take all steps necessary to fully safeguard all NSI proprietary rights in the Licensed Software contained in the demonstration version, including but not limited to all NSI trademarks, copyrights, IP rights and confidentiality rights in the Licensed Software. NSI shall not provide technical support for such Software. Any support provided is subject to the standard fees or charges NSI charges for such services. Such support and fees are listed in schedule B of this Agreement.

(g) Field Marketing Manager. NSI shall assign a Field Marketing Manager to assist VAR with execution of the agreed upon Marketing Plan.

(h) Partner Certification. NSI shall offer a Partner Certification Program, which is intended to ensure that the VAR maintain a high level of expertise in NSI’s products.

6. Orders, Delivery and Acceptance

(a) Orders. VAR shall order Licensed Software from NSI using such procedures and minimum order requirements as NSI may prescribe from time to time. All orders shall be subject to acceptance and approval by NSI in its discretion. All orders shall be governed by the terms and conditions of this Agreement notwithstanding any contrary preprinted terms of any other document.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

5

(b) Delivery. All orders are shipped F.O.B. NSI’s premises. NSI shall use best efforts to ship orders within * after acceptance, subject to availability.

(c) Costs. VAR shall pay all shipping and transportation charges, customs duties and similar charges, and other taxes and fees imposed on Licensed Software purchases and sales hereunder. In the event NSI pays such amounts, VAR shall reimburse NSI and they shall be added to the invoiced amounts as separate charges.

(d) Acceptance.

(i) Software Acceptance. VAR represents that it fully examined and tested the Licensed Software in connection with VAR’s plans to distribute the Licensed Software as set forth in this Agreement. VAR acknowledges that the Licensed Software is fully acceptable to VAR.

(ii) Defective Units. NSI will replace or repair any Product Package shipped to VAR that is defective, provided that VAR notifies NSI of each such defective Product Package within * after shipment. VAR shall pay freight charges for the return of the defective Product Package to NSI. NSI shall prepay the freight charges on the return shipment to VAR. A “defective” Product Package, for the purpose of this paragraph, means one, which fails to conform to the limited warranty attached as Schedule “D”. In no event shall NSI be responsible for any claim, loss, or consequential damages resulting from any defective product.

7. Discount Terms.

(a) Discount Level. An initial Discount Level, as stated in Schedule B, is to be fixed by mutual agreement, based on a predicted Aggregate Dollar Value of VAR’s purchases within the first Ordering Period, derived from commitments, estimates, marketing plans and other information provided by the VAR, and from criteria established by NSI including (if applicable) VAR’s purchases in prior periods. Discounts granted at the agreed Discount Level are not subject to bill back or retroactive adjustment because of VAR’s failure to achieve the Aggregate Dollar Value associated with the agreed Discount Level. Aggregate Dollar Value means the total dollar value (U.S.) of Licensed Software, Annual Maintenance Contracts, Pass Thru Training, and Packaged Services ordered by VAR and paid for in a timely manner. Stocking orders will not be counted as Aggregate Dollar Value or towards the Marketing Rebate or Marketing Development Fund until VAR ships the software to its Customer.

8. Payment Terms.

(a) VAR shall pay the fees and charges and on the terms and conditions set forth in Schedule B attached hereto. NSI reserves the right to change payment and credit terms at any time.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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(b) Changes. NSI may change such prices, terms and conditions from time to time in its discretion without prior written notice to VAR. In the event NSI raises a price and VAR shows, within * of such increase, that it had a pending quote to an end user customer at the lower price as of the date of such increase, then NSI shall honor the lower price for such prospective sale for a period of * from the date of price increase.

(c) Payment of Invoices. VAR shall submit payments to:

Attn: Accounts Receivable
NSI Software
Two Hudson Place
Suite 700
Hoboken, NJ 07030

8. Warranties.

(a) Limited Warranty. NSI makes no representation, warranty, or guaranty, express or implied regarding the Licensed Software except its standard form of limited warranty (“Warranty”), the current form of which is attached as Schedule “D” hereto. NSI may in its sole discretion modify its Warranty at any time and from time to time.

(b) DISCLAIMER. EXCEPT AS SET FORTH IN WRITING IN THIS AGREEMENT, NSI MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, TO VAR OR ANY VAR CUSTOMER, WITH RESPECT TO THE LICENSED SOFTWARE AND ANY SERVICES COVERED BY OR FURNISHED PURSUANT TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY (A) OF MERCHANTABILITY, (B) OF FITNESS FOR A PARTICULAR PURPOSE, OR (C) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. VAR AND ITS CUSTOMERS RECEIVE ALL SOFTWARE AND OTHER MATERIALS HEREUNDER “AS IS”. VAR AND ITS CUSTOMERS ARE SOLELY RESPONSIBLE FOR THE SELECTION OF THE LICENSED SOFTWARE TO ACHIEVE THEIR INTENDED RESULTS AND FOR THE RESULTS ACTUALLY OBTAINED.

9. NSI’s Intellectual Property.

(a) Confidentiality. As used herein, “Confidential Information” shall mean all information concerning NSI or any Affiliate of NSI to which VAR is provided access by virtue of this Agreement or its activities hereunder, including without limitation technical data, product design and development, source code and source code documentation, business operations and plans, sales information, quantity and kind of Software Licenses sold, prices and methods of pricing, marketing techniques and plans, unannounced products, product and process information, and any other information which, if disclosed to others, might be competitively detrimental to NSI. Confidential Information shall not include any information which has been publicly disseminated in writing by NSI, which VAR

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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can show it knew prior to NSI’s disclosure, or which was rightfully received by VAR from a third party without restriction.

During the term hereof and at all times thereafter, VAR shall maintain the Confidential Information in strictest confidence, shall not disclose it to any third party, and shall use it only as necessary to perform hereunder. VAR shall cause each of its officers, directors, employees, and agents to restrict disclosure and use of such Confidential Information in like fashion, and shall be responsible for any wrongful disclosure and use by any of them. In no event shall VAR disassemble, decompile, reverse engineer or reverse code the Licensed Software, or attempt to do same directly or indirectly.

In the event any court or other authority orders VAR to disclose any Confidential Information, VAR shall use its best efforts to protect its confidentiality and shall forthwith notify NSI thereof to enable it to seek to do so. At the termination of this Agreement, VAR shall promptly return all tangible Confidential Information to NSI.

(b) Limited Rights. VAR shall not acquire any right to any trade names, service marks or trademarks used by NSI or any affiliates (collectively “Marks”), or the copyrights, patent rights, commercial symbols, trade secrets, goodwill, or any other form of intellectual or commercial property of NSI or any affiliates and shall not use such Marks, property or rights in any manner, except as herein permitted. All VAR usage of the Marks (including, but not limited to, materials) shall be subject to NSI’s review and approval as to proper usage and product quality, and shall be pursuant to any trademark usage rules or formats as may be supplied by NSI from time to time. VAR acknowledges that NSI is the exclusive owner of the Marks used by NSI for its Licensed Software and related services, and agrees that it shall not assert conflicting or competing rights to such Marks.

(c) Notices. VAR may not remove, obliterate, or alter any copyright, patent, trademark, confidential, or proprietary notices, incorporated in, marked on or affixed to the Licensed Software packaging, diskettes, manuals, and/or literature by NSI, nor alter the manner in which they are presented on such materials.

10. Indemnities.

(a) By VAR. VAR shall defend and indemnify NSI, and hold NSI harmless, in connection with any and all claims, actions, proceedings, liabilities, judgments, damages, orders, losses, costs and expenses of any kind (including reasonable attorneys fees and legal costs) relating to: (i) representations by VAR to third parties regarding the functions, compatibility or capabilities of the Licensed Software, and (ii) actions against NSI by any third parties (including but not limited to VAR’s customers, end users, retailers, partners, joint ventures, suppliers and competitors) in connection with VAR’s copying, packaging, distributing, advertising or installing of the Licensed Software.

(b) By NSI. NSI shall defend and indemnify VAR, and hold VAR harmless, in connection with any and all claims, actions, proceeding, liabilities, judgments, damages,

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

8

orders, losses, costs and expenses of any kind (including reasonable attorneys fees and legal costs) relating to infringement of any patent known to NSI, copyright or trade secret by the Licensed Software in the form provided by NSI to VAR provided that (i) VAR notifies NSI promptly upon learning that the claim might be asserted, (ii) NSI has sole control over the defense of the claim and any negotiations for its settlement or compromise, and (iii) VAR takes no action that, in NSI’s judgment, impairs NSI’s defense of the claim. This indemnification obligation shall be effective only if: VAR has made all payments required by the terms of this Agreement, VAR has given prompt notice of the claim and permitted NSI an opportunity to defend, VAR has reasonably cooperated in the defense of the claim, and the infringement does not result from VAR’s modification of the Licensed Programs.

11. Proprietary Notices. VAR shall use all proprietary notices necessary to maintain full protection of all of NSI’s copyright, patent, trademark or trade secrets rights in the Licensed Software.

12. Term and Termination.

(a) Term. This Agreement shall commence on the date last indicated below shall continue in effect for a one (1) year initial term. The parties may extend the term or enter into a new agreement only by their formal, mutual consent expressed in writing. Nothing set forth in this Agreement, no course of conduct, and no oral statements shall be deemed to constitute such consent. VAR must provide NSI written notice of intent to renew, which must be received by NSI at least 30 days or more before expiration of the then-current term.

(b) General Termination. Either party may terminate this Agreement upon written notice if the other party materially violates any provision of this Agreement and fails to remedy such violation within thirty (30) days after written notice thereof. If VAR causes termination because of a material breach, any balance owed shall become due and payable to NSI at the time of termination. NSI may terminate this Agreement with cause on thirty (30) days notice, in which event all Licensed Software packages ordered by VAR before the date of delivery of such notice shall remain deliverable and payable as set forth in this Agreement. Any outstanding balance owed to NSI, is payable upon any type of termination.

(c) Insolvency. Either party may terminate this Agreement upon written notice if the other party commits an act of bankruptcy, becomes the subject of an involuntary bankruptcy filing and fails to discharge or terminate such proceeding within sixty days, voluntarily files for bankruptcy, becomes insolvent, makes any assignment for the benefit of creditors, or ceases business operations.

(d) Proprietary Rights. NSI may terminate this Agreement immediately upon written notice if VAR violates any of VAR’s obligations herein regarding confidentiality,

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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trademarks, copyrights, patent rights, or any other NSI proprietary rights or interests in the Licensed Software or sublicenses.

(e) Return of Materials. Immediately after any termination or expiration of this Agreement, (i) VAR shall immediately cease using and shall deliver to NSI all copies of the Licensed Software and related materials in VAR’s possession, or destroy all copies of the Licensed Software and related materials in VAR’s possession, and provide NSI with immediate written certification that VAR has taken such actions, and (ii) VAR shall immediately cease to identify itself as an authorized VAR for NSI or otherwise affiliated in any manner with NSI.

13. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN RELATION TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT THAT THIS LIMITATION SHALL NOT APPLY IN CONNECTION WITH ANY INDEMNITIES HEREUNDER, OR VAR’s BREACH OF ITS OBLIGATIONS REGARDING SUBLICENSES OR NSI’S PROPRIETARY OR CONFIDENTIALITY RIGHTS.

14. General

(a) Entire Agreement. NSI and VAR acknowledge that they have not been induced to enter into this Agreement by any representation or warranty not set forth in this Agreement. This Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes all existing agreements and all oral, written or other communications between them concerning its subject matter. This Agreement shall not be modified in any way except in writing signed by both parties.

(b) Assignment. VAR may not assign this Agreement without prior written consent by NSI. Any assignment in violation of this provision is null and void. NSI may freely assign this Agreement in connection with any sale or transfer by NSI of the Licensed Software, or substantially all of NSI’s business. This Assignment shall be fully binding and enforceable as against all permitted assignees and successors in interest.

(c) Enforceability. If any provision of the Agreement (or any portion thereof) shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby.

(d) Law and Forum. This Agreement (and any and all amendments thereto) and its validity, construction and performance shall be governed in all respects by the laws of the State of New Jersey, without giving effect to principles of conflicts of law. Exclusive jurisdiction and venue for all matters relating to this Agreement shall be in the State of New Jersey, and the parties hereby agree and consent to such jurisdiction and venue.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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(e) Notices. Except as otherwise specifically set forth herein, all notices shall be in writing and shall be forwarded by overnight express courier requiring signature to the recipient to complete delivery, and sent to the parties at the addresses set forth at the top of this Agreement or to any other addresses designated in writing hereafter. Notice shall be deemed delivered two days after it is given to the courier by the notifying party.

(f) Headings. The headings in this Agreement are intended for convenience of reference and shall not affect its interpretation.

(g) Non-Waiver. The failure of either VAR or NSI to insist upon strict performance of any of the provisions contained herein shall in no way constitute a waiver of future violations of the same or any other provision.

(h) Authority. The individuals executing this Agreement on behalf of the VAR and NSI do each hereby represent and warrant that they are duly authorized by all necessary action to execute this Agreement on behalf of their respective principals.

(i) Survival. The provisions of this Agreement relating to confidentiality, indemnities, and return of materials shall survive any termination or expiration of this Agreement for a period of *.

(j) No Third Party Rights. This Agreement does not create any rights in any third parties, except assigns, successors or heirs expressly permitted hereunder.

(k) Taxes. VAR shall pay any and all applicable sales, use, or excise taxes, or any other charges or duties levied by federal, state, city, county, or other governmental authority. VAR will supply to NSI any appropriate exemption certificates.

Network Specialists Inc.		VAR: Sunbelt Software
Date: 7/30/01		Date: Aug. 2, 2001
Signature:	/s/ Scott Meyers	Signature:	/s/ Stu Sjouwerman
Print Name: Scott Meyers		Print Name: Stu Sjouwerman
Title: VP		Title: Pres.
Fax Number: (201) 656 2727		Fax Number: 727-562-5199

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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Schedule A

1.	Description of Licensed Software
	Double-Take®: Real time transaction based backup software.
	GeoCluster: adds data redundancy to MSCS Clusters by creating replicated disks to all available cluster nodes.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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Schedule B

1.	Payment Terms and Conditions
	VAR shall, without setoff, pay NSI in full in U.S. Dollars with terms, Net * from date of invoice. Shipments shall be made upon credit approval and the condition that the VAR’s account remains in good standing with NSI. NSI reserves the right to change credit or payment terms at any time. VAR shall pay interest on past due amounts at *.
2.	Membership Fee
	The Annual Xcelerate! Membership Fee is * to be paid Net * from date of invoice.
3.	Discount
	*.
4.	Aggregate Dollar Commitment
	The annual Aggregate Dollar Value committed is *.
5.	Return Policy
	During the term of this Agreement, VAR may return Product Packages containing the Licensed Software to NSI without imposition of re-stocking charges subject to the following conditions:

a)	VAR must submit its request for return to NSI in writing at least * in advance of proposed return, indicating in the request the reason, identity, quantity and order and invoice dates of the Software Licenses to be returned.
b)	The Product Packages being returned must be new, resaleable, and in their original, unopened packaging.
c)	VAR must submit to NSI, concurrently with its return request, a non-cancelable order for Licensed Software equal to or greater than the value of the Product Packages being returned.
d)	The version of the Licensed Software being returned must be no older than the version immediately preceding the then current version.

6.	Rebate.
	VAR must meet or exceed their committed forecast of, as agreed upon in the Quarterly Marketing Plan and within * after the end of the quarter submit a forecast for the current quarter, in order to receive a rebate. If this is done, the VAR will receive a check for * of the Aggregate Dollar Value to be paid within *.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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7.	Annual Maintenance Contracts.
	VAR may purchase maintenance contracts on an annual basis for each software license purchased at *.
8.	Authorized Territory.
	The Authorized Territory (“Territory:”) shall be limited to the United States.
9.	Support
	As a part of its obligation under this Agreement: NSI will make trained technical support engineers available to VAR’s authorized contact(s) to answer technical questions and address potential errors in the Licensed Software. Such availability may be by telephone, fax, electronic mail or other means as determined necessary by NSI in its discretion. NSI will make such support available to VAR in accordance with its then current support schedule. NSI shall use its best reasonable endeavors to create fixes for errors reported by VAR that NSI is able to reproduce using the current version of the Licensed Software, including all required Patches and Updates.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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Schedule C

Market Development Program

1.	Accruals.
	(a) NSI shall accrue for VAR’s benefit, in an account created for such purpose, amounts for later use as market development funds (“MDF”), on the terms herein. MDF shall accrue at the rate of *. MDF, which accrues in any *, shall be available for use as credits commencing with the next *. (b) NSI *, for the purposes hereof, are as follows: *
	(c) NSI shall maintain an account showing the accrual, adjustment, and use of VAR’s MDF and will report such calculations to VAR on a periodic basis. Such account shall serve for the purpose of record keeping only and will not be funded or constitute a trust for VAR’s benefit.
2.	Credits.

a)	NSI shall credit VAR with amounts from its MDF accrual account (“Credits”) in reimbursement of VAR’s qualifying marketing expenditures for Licensed Software. NSI may determine which advertising; marketing, training and other promotional expenditures by VAR qualify for Credits under the market development program, in its sole discretion.
b)	Unused MDF account balances shall expire upon the expiration of *. VAR will forfeit all such expired balances.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

15

Schedule D

Limited Warranty

NSI hereby warrants to VAR that (a) the physical diskette(s) or CD-ROM(s) and documentation containing the Licensed Software will be free from defects in materials and workmanship for a period of *; (b) NSI is the owner, or is the lawful licensee, without encumbrances, of the products; and (c) NSI has the unrestricted right and authority to enter into and perform this Agreement. The above warranties specifically exclude defects resulting from accidents, abuses, unauthorized repairs, modifications, enhancements, or misapplications.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

16

Schedule E

Network Specialists, Inc.
NFR Agreement

EFFECTIVE DATE: July 2, 2002

Network Specialists, Inc., located at 2 Hudson Place, Hoboken, New Jersey, 07030, (“NSI”), and Sunbelt Software Distribution Inc., located at 101 North Garden Avenue, Clearwater, Florida 33755 (“RECIPIENT”), enter into this Short Term Loan Agreement (“AGREEMENT”) as of the EFFECTIVE DATE stated above.

1. Definitions. The following definitions apply to this Agreement:

A.	“LOANED SOFTWARE” means NSI’s software program(s) and any documentation, if any, identified in the Loaned Software Listing on the Loaned Software Schedule, which Schedule is attached to and made a part hereof as Attachment #1.
B.	“INSTALLATION SITE” means the RECIPIENT facility, identified on the Loaned Software Schedule in Attachment #1.

2. Purpose and Term. NSI agrees to lend RECIPIENT, and RECIPIENT agrees to accept and use the LOANED SOFTWARE, solely for the purpose(s) set forth on Attachment #1 (the “PURPOSE”) and solely for the TERM of this Agreement in Attachment #1 unless otherwise agreed to in writing by both parties.

3. Grant of License. NSI grants to RECIPIENT a personal, nonexclusive and nontransferable license to use the LOANED SOFTWARE solely for the PURPOSE and otherwise in accordance with terms hereof. RECIPIENT may use the LOANED SOFTWARE for RECIPIENT’s internal business purposes at site(s) controlled by RECIPIENT designated in Attachment #1, and on the number of servers identified in Attachment #1 for the number of users identified in Attachment #1. RECIPIENT may not modify or attempt to modify the LOANED SOFTWARE, nor create derivative works from the LOANED SOFTWARE, nor sell, rent, sub-license, lease, time share or transfer the LOANED SOFTWARE or any copy of the LOANED SOFTWARE to any third party. RECIPIENT may make a single copy of the LOANED SOFTWARE for each server as necessary to use the LOANED SOFTWARE as expressly authorized in this Agreement and a single backup copy, all subject to the confidentiality provisions of this Agreement.

4. Title to Software; Confidentiality. All patents, copyrights, trademarks, trade secrets and other ownership rights in the LOANED SOFTWARE are and shall remain property of NSI. The source code of the LOANED SOFTWARE and all information regarding the design, structure or internal operation of the LOANED SOFTWARE are valuable trade secrets of NSI (“Confidential Information”). RECIPIENT shall not sell, transfer, publish, disclose, display or otherwise permit access to any Confidential Information by any third party, nor shall RECIPIENT permit any copy of the LOANED SOFTWARE to leave RECIPIENT’s site(s). The LOANED SOFTWARE may not be reverse assembled or

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

17

reverse compiled. Any violation of any provision of this paragraph by RECIPIENT shall be grounds for immediate termination of this Agreement by NSI and such other legal and equitable remedies NSI may have.

5. Proprietary Notices. RECIPIENT shall insure that any copies of the LOANED SOFTWARE made by RECIPIENT pursuant to this Agreement bear all copyright and other proprietary notices contained in or affixed to the copy or copies of the LOANED SOFTWARE delivered by NSI.

6. No Warranty. NSI MAKES NO EXPRESS AND DISCLAIMS ALL IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. NSI DOES NOT WARRANT THAT THE LOANED SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE LOANED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. RECIPIENT is solely responsible for the selection of the LOANED SOFTWARE to achieve its intended results and for the results actually obtained.

7. Limitation of Liability. IN NO EVENT SHALL NSI BE LIABLE FOR ANY CLAIM OR DEMAND BY RECIPIENT OR A THIRD PARTY OR FOR ANY LOST PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANYWAY RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR INCIDENTAL TO THE TRANSACTIONS HEREUNDER, MAY BE BROUGHT AGAINST NSI MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. NSI’s total liability under this Agreement shall not exceed the total amounts received by NSI from RECIPIENT hereunder.

8.	Term and Termination. Unless otherwise provided on Attachment #1, upon the expiration of the time period (the “TERM”) specified in Attachment #1, this AGREEMENT shall be terminated.
9.	Defaults and Termination.

A.	Survival. RECIPIENT’s confidentiality obligations shall survive any termination or expiration of this Agreement.
B.	Proprietary Rights. NSI may terminate this Agreement for breach upon written notice if RECIPIENT violates any of RECIPIENT’s obligations regarding confidentiality, copyrights or other NSI proprietary rights or interests in the LOANED SOFTWARE.
C.	Return of Materials. Immediately after any termination of this Agreement, RECIPIENT shall deliver to NSI all copies of the LOANED SOFTWARE and related materials in RECIPIENT’s possession, and provide NSI with written certification that RECIPIENT has taken such actions.
D.	All fees are non-refunded except as expressly permitted in this Agreement.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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10.

Failure to Return Materials. If upon the expiration of the TERM specified in Attachment #1, RECIPIENT fails to immediately return all copies of the LOANED SOFTWARE and related materials in RECIPIENT’s possession to NSI, RECIPIENT agrees to pay NSI a License fee specified in Attachment #1 permitting RECIPIENT to use the LOANED SOFTWARE on the number of servers paid for by RECIPIENT for the number of users paid for by RECIPIENT as set forth in Attachment #1 and agrees that all terms of this Agreement, including but not limited to all restrictions on RECIPIENT’s use and other obligations, shall remain in force.

11.

General

A.	Merger. This Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes all existing and all oral, written or other communications between them concerning its subject matter. This Agreement shall not be modified in any way except in writing, signed by both parties.
B.	Assignment. RECIPIENT may not assign this Agreement without prior written consent by NSI. This agreement shall be fully binding and enforceable as against all permitted assignees and successors in interest.
C.	Enforceability. If any provision of the Agreement (or any portion thereof) shall be held to be invalid or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby
D.	Non-Waiver. The failure of either RECIPIENT or NSI to insist upon strict performance of any of the provisions contained herein shall in no way constitute a waiver of future violations of the same or any other provision.
E.	Authority. The individual(s) executing this Agreement on behalf of RECIPIENT each hereby represent and warrant that they are duly authorized by all necessary action to execute this Agreement on behalf of RECIPIENT.
F.	Law and Jurisdiction. This AGREEMENT shall be governed by the laws of the State of New Jersey, without regard to New Jersey’s choice-of-law rules. Exclusive jurisdiction and venue for all matters relating to this Agreement shall be in courts located in New Jersey, and the parties hereby agree to and consent to same.

IN WITNESS WHEREOF, the duly authorized signatories of the parties have caused this AGREEMENT to be executed in duplicate as of the EFFECTIVE DATE set forth above.

“RECIPIENT”	NETWORK SPECIALISTS, INC. (“NSI”)
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

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ATTACHMENT #1

LOANED SOFTWARE SCHEDULE

“INSTALLATION SITE”:

unless otherwise stated directly below, means RECIPIENT’s facility at the address first stated in the AGREEMENT:

“PURPOSE”:

means use of LOANED SOFTWARE solely in order to:
demonstrate to the applicable Customer, and test, support and evaluate to determine conformance to the requirements.

“TERM”:

unless otherwise specified below means [                    ] days from the date of delivery of the LOANED SOFTWARE to RECIPIENT:
                                                       Term of Contract                                                                                                                    

Permitted number of servers for use:                      two (2) per license                                         

If upon the expiration of the TERM all copies of the SOFTWARE and related materials in RECIPIENT’s possession are not immediately returned to NSI, RECIPIENT shall pay the then current list price for each copy of LOANED SOFTWARE that is installed on a server.

Loaned Software Listing

Item	Qty	Model No.	Software Description (and documentation, if any)
1.	1	DT4NT- STDBAS	Double-Take Windows 2000/NT
2.	1	DT4SO- STDBAS	Double-Take for Solaris
3.	1	GC4NT- STDBAS	GeoCluster for Windows 2000/NT — MSCS
4.	1	GCDT4NT- STDBAS	GeoCluster plus Double-Take for Windows 2000/NT — MSCS

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

20

EX-10.34

Exhibit 10.34

ADDENDUM 1

This Addendum 1 becomes part of the Xcelerate Partner Agreement (the “Agreement”), dated July 2, 2001, between NSI and Sunbelt Software Distribution Inc.

Whereas, NSI and VAR wish to modify certain provisions regarding the marketing rebate, the Xcelerate! Partner Agreement shall be modified as follows:

The following language should be added to the end of Schedule B, Clause 3:

(c)	If VAR becomes a certified NSI trainer and VAR schedules, publishes, and conducts NSI Customer Training classes, the VAR is entitled to an Additional * off of the then current list price for all Licensed Programs listed.
(d)	VAR can earn an additional * off of the then current list price for all Licensed Programs listed if the VAR, *, advertises NSI in the VAR’s W2Knewsletter.

Whereas, NSI and VAR wish to modify certain provisions regarding Marketing Rebate requirements, the Xcelerate Partner Agreement shall be modified as follows:

Schedule B, Clause 4 should be revised to read, “The Aggregate Dollar Value Committed for the period of January 1, 2001 through December 31, 2001 is *. The Aggregate Dollar Value Committed for the period of January 1, 2002 through June 30, 2002 is *.

The following should be added to the end of Schedule B, Clause 6: “During the Period of January 1, 2001 and June 30, 2001, the VAR has exceeded the annual Aggregate Dollar Value committed, thus within * after the effective date of this Agreement, VAR will receive a check for * of the Aggregate Dollar Value earned between January 1, 2001 and June 30, 2001.

Within * after the end of the July 2, 2001 through September 30, 2001 quarter, VAR will receive a Rebate check for * of the Aggregate Dollar Value earned during that quarter.

Within * after the end of the October 1, 2001 through December 31, 2001 quarter, VAR will receive a Rebate check for * of the Aggregate Dollar Value earned during that quarter.

To earn a Rebate check for the last two quarters of this Agreement (January 1, 2002 through March 31, 2002 and April 1, 2002 through June 30, 2002) the VAR must meet or exceed their committed forecast as indicated in Schedule B, Clause 4.as modified above.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

1

Whereas, NSI and VAR wish to add certain provisions regarding Downloads of NSI Evaluation Software, the Xcelerate! Partner Agreement shall be modified as follows:

The following language shall be added to end of Section 3:

“(n) Evaluation Software. VAR remove the capabilities for Customers and Prospects to download NSI Evaluation software from the VAR’s website or from its Customer’s website.”

The following language shall be added to the end of Section 5:

“(i) Return on Investment Sales Tool: NSI shall provide VAR with a ROI tool which shall be used by VAR in their sales cycle.”

Network Specialists Inc.		Sunbelt Software Distribution Inc.
Date: 7/30/01		Date: 8/02/01
Signature:	/s/ Scott Meyers	Signature:	/s/ Stu Sjouwerman
Print Name: Scott Meyers		Print Name: Stu Sjouwerman
Title: VP		Title: Pres.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

2

EX-10.35

Exhibit 10.35

ADDENDUM 3

This Addendum 3 becomes part of the Xcelerate Partner Agreement (the “Agreement”), dated August 2, 2001, between NSI and Sunbelt Software Distribution Inc. (“VAR”)

The Agreement is now between NSI and Sunbelt Software Distribution Inc, and all Subsidiaries, divisions and affiliates.

The following language should be changed in the Agreement:

Section 7 (a)

Delete:

Aggregate Dollar Value means the total dollar value (U.S.) of Licensed Software, Annual Maintenance Contracts, Pass Thru Training, and Packaged Services ordered by VAR

Add:

Aggregate Dollar shall mean total sales out at the discounted price VAR pays to NSI. This shall include re-licensing of Software to End Users, renewal of annual maintenance licenses; selling of pass through training; selling of packaged services. It does not include Licenses that have been bought and placed in Inventory (Stocking orders) or Time and Material Services. When a license that was placed in inventory (from a stocking order) gets re-licensed to an End User, it then becomes sales out and goes into the Aggregate Dollar Total.

Section 12 (a) Delete this entire sub-section and replace with:

(a) Term. This Agreement shall continue in effect until May 18, 2003. The parties agree that the term of the Agreement will renew for another twelve months unless any one of the following events occur prior to the expiration date; (a) VAR breaches any term of the Agreement, (b) VAR fails to meet its sales commitments (c) any sale or transfer by NSI of the Licensed Software, (d) NSI is party to a merger or an acquisition during the term of the Agreement or (e) solely at NSI’s discretion, if NSI has a strategic change in it’s business.

Schedule B Section 6 Delete this entire sub-section and replace with:

VAR must meet or exceed their committed forecast of, as agreed upon in the Quarterly Marketing Plan and within * submit a forecast for the current *, in order to receive a rebate. If this is done, the VAR will receive a check or a credit for * of the list price of the Aggregate Dollar Value sold for the *, to be paid or credited within *.

Addendum 1:

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Delete the following Sections:

Whereas, NSI and VAR wish to modify certain provisions regarding Marketing Rebate requirements, the Xcelerate Partner Agreement shall be modified as follows:

Schedule B, Clause 4 should be revised to read, “The Aggregate Dollar Value Committed for the period of January 1, 2001 through December 31, 2001 is *. The Aggregate Dollar Value Committed for the period of January 1, 2002 through June 30, 2002 is *.

The following should be added to the end of Schedule B, Clause 6: “During the Period of January 1, 2001 and June 30, 2001, the VAR has exceeded the annual Aggregate Dollar Value committed, thus within * after the effective date of this Agreement, VAR will receive a check for * of the Aggregate Dollar Value earned between January 1, 2001 and June 30, 2001.

Within * after the end of the July 2, 2001 through September 30, 2001 quarter, VAR will receive a Rebate check for * of the Aggregate Dollar Value earned during that quarter.

Within * after the end of the October 1, 2001 through December 31, 2001 quarter, VAR will receive a Rebate check for * of the Aggregate Dollar Value earned during that quarter.

To earn a Rebate check for the last two quarters of this Agreement (January 1, 2002 through March 31, 2002 and April 1, 2002 through June 30, 2002) the VAR must meet or exceed their committed forecast as indicated in Schedule B, Clause 4.as modified above.

Add the following Sections:

Whereas, NSI and VAR wish to modify certain provisions regarding Marketing Rebate requirements, the Xcelerate Partner Agreement shall be modified as follows:

Schedule B, Clause 4 should be revised to read, “The Aggregate Dollar Value Committed for the period of January 1, 2001 through December 31, 2001 is *. The Aggregate Dollar Value Committed for the period of January 1, 2002 through December 31, 2002 is *. The Aggregate Dollar Value Committed for the period of January 1, 2003 through May 18, 2003 is *.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

Within* after the end of the July 2, 2001 through September 30, 2001 quarter, VAR will receive a Rebate check or credit for * of the list price of the Aggregate Dollar Value sold during that quarter.

Within * after the end of the October 1, 2001 through December 31, 2001 quarter, VAR will receive a Rebate check or credit for * of the list price of the Aggregate Dollar Value sold during that quarter.

To earn Rebate check or credit for the 2002 quarters (January 1, 2002 through March 31, 2002, April 1, 2002 through June 30, 2002, July 1, 2002 through September 30, 2002, October 1, 2002 through December 31, 2002) the VAR must meet or exceed their committed forecast as indicated in Schedule B, Clause 4. As modified above.

To earn Rebate check or credit for the 2003 quarters (January 1, 2003 through March 31, 2003, April 1, 2002 through May 18, 2003) the VAR must meet or exceed their committed forecast as indicated in Schedule B, Clause 4. As modified above

Addendum 2 is Deleted in its entirety and replaced with the following:

This Addendum 2 becomes part of the Xcelerate! Partner Agreement (the “Agreement”), dated August 2, 2001, between NSI and Sunbelt Software Distribution Inc. This Addendum adds terms for a Finder’s Fee for *. All the other terms and conditions of the Agreement remain the same.

* Opportunities

During the period of * through * NSI agrees to pay VAR * of NSI’s direct revenue (NSI’s sell price to *) as a finders fee for each sale of NSI Licensed Software NSI sells directly to the * organization within * and * sells as a stand alone product. At the end of this period NSI will evaluate Sunbelts activities in helping drive this revenue, and NSI, at its sole discretion, may extend the finders fee beyond this period.

Add the following additional clauses:

Account Protection:

VAR will notify NSI of all requests for evaluation of Licensed Software as soon as they are received by VAR. NSI will promptly notify VAR if NSI or any partner of NSI is currently engaged in the Account. NSI will evaluate each account on a case by case basis and have sole discretion on whether or not to give VAR protection on the account.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

*

Network Specialists Inc.		Sunbelt Software Distribution Inc.
Date: 11/27/01		Date: 11/27/01
Signature:	/s/ Scott Meyers	Signature:	/s/ Jo Murciano
Print Name: Scott Meyers		Print Name: Jo Murciano
Title: COO		Title: CEO

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

EX-10.36

Exhibit 10.36

Addendum 4

This Addendum 4 becomes part of the Xcelerate Partner Agreement (the “Agreement”) dated July 30, 2001, between NSI and Sunbelt Software International (“DISTRIBUTOR”).

Whereas, NSI and DISTRIBUTOR wish to modify certain provisions regarding the marketing rebate, the Xcelerate Partner Agreement shall be modified as follows:

The following language should be added to the end of Schedule B:

10. In consideration for DISTRIBUTOR providing, during the initial license year, technical support for customers who have purchased Double-Take through *, NSI agrees to pay DISTRIBUTOR *. Such fee shall not be added to the Aggregate Dollar Value as suhch these monies shall not qualify for Marketing Development Funds or a Marketing Rebate. Payment by NSI will be made quarterly after NSI has received a Sales report and full payment from * for such sales.

Network Specialists, Inc.		DISTRIBUTOR: Sunbelt International
Date: 5-31-02		Date: May 31st, 2001
Signature:	/s/ Scott Meyers	Signature:	/s/ Jo Murciano
Print Name: Scott Meyers		Print Name: Jo Murciano
Title: COO		Title: CEO
Fax Number: (201) 656 2727		Fax Number:

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

1

EX-10.37

Exhibit 10.37

Addendum 4

This Addendum 4 becomes part of the Xcelerate Partner Agreement (the “Agreement”) dated August 2, 2001, between NSI and Sunbelt Software Distribution, Inc. (“VAR”).

The following language shall be changed in the agreement.

Section 12 (a) referenced in Addendum 3 shall be replaced as follows:

(a) Term: This Agreement shall continue in effect until July 1, 2004 with all existing discounts and rebates in force until such termination except for the * opportunities that expired on August 1, 2002. The parties agree that the term of the Agreement will renew for another twelve months unless any one of the following events occur prior to the expiration date: (a) VAR breaches any term of the Agreement; (b) the sale or transfer by NSI of the Licensed Software to another party such that the receiving party shall have exclusive rights thereof, or (c) NSI is party to a merger or an acquisition during the term of the Agreement.

* referenced in Addendum 3 shall be replaced as follows:

*.

	Network Specialists, Inc.		Sunbelt Software Distribution, Inc.
By:	/s/ Scott Meyers	By:	/s/ Alex [                    ]
Printed: Scott Meyers		Printed: Alex [___________]
Title: COO		Title: President
			8/27/02

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

EX-10.38

Exhibit 10.38

AMENDMENT 5

This Amendment 6 becomes part of the Xcelerate Partner Agreement (the “Agreement”), dated August 02, 2001, between NSI and Sunbelt Software Distribution Inc. (“VAR”).

Whereas, NSI and VAR wish to modify certain provisions regarding NSI Products, the Agreement shall be modified as follows:

Schedule A should be replaced with the following language:

1. Description of Licensed Software

Licensed Software:

§	Double-Take®: Real time transaction based backup software.
§	GeoCluster: adds data redundancy to MSCS Clusters (Microsoft Cluster Services) by creating replicated disks to all available cluster nodes.
§	Double-Take® Workgroup NAS Edition for Windows: Real time transaction based backup software for 1 processor NAS devices.

Network Specialists Inc.	Sunbelt Software Distribution Inc.
Date: 2/13/04	Date:

Signature: /s/ Scott Meyers Signature: /s/ Jo Murciano

Print Name: Scott Meyers Print Name: Jo Murciano

Title: COO Title: CEO

Fax Number: (201) 656 2727 Fax Number:

Page 1

EX-10.39

Exhibit 10.39

AMENDMENT 6

This Amendment 7 becomes part of the Xcelerate Partner Agreement (the “Agreement”), dated August 02, 2001, between NSI and Sunbelt Software Distribution Inc. (“VAR”).

Whereas, NSI and VAR wish to modify certain provisions regarding the Term of the Agreement, the Xcelerate Partner Agreement shall be modified as follows:

The following shall be deleted from Section 12 (a) referenced in Addendum 4;

This Agreement shall continue in effect until July 1, 2004 with all existing discounts and rebates in force until such termination.

And shall be replaced with the following:

(a) Term. This Agreement shall continue in effect until December 31, 2005 with all existing discounts until such termination.

Whereas NSI and VAR wish to modify certain provisions pertaining to Aggregate Dollar Value, the Xcelerate Partner Agreement shall be modified as follows:

In Addendum 3, Schedule B Section 6 Delete this entire sub-section and replace it with:

For the calendar year 2004, at the end of each quarter, if the VAR’s Year To Date (“YTD”) Aggregate Dollar Value ordered does not exceed *, VAR will receive a check or a credit, at NSI’s sole discretion, for * of the list price of the Quarterly Aggregate Dollar Value sold during the quarter just completed. The rebate will be paid or credited, at NSI’s sole discretion, within * after the end of that quarter.

At the end of the quarter, when the VAR meets or exceeds the YTD Aggregate Dollar Value of *, VAR will receive a check or a credit, at NSI’s sole discretion, for * of the list price of the Quarterly Aggregate Dollar Value sold for that quarter, and a check or credit, at NSI’s sole discretion, for * within * after the end of that quarter. Additionally for that quarter VAR will receive a check or credit, at NSI’s sole discretion, equal to * of the list price on every YTD Aggregate Dollar over * which will be paid or credited, at NSI’s sole discretion, within * after the end of that quarter. For each quarter, thereafter, the VAR will receive a check or credit, at NSI’s sole discretion, equal to * of the Quarterly Aggregate Dollar Value sold for that quarter just completed.

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

1

Within * prior to the end of the current calendar year both parties will meet and mutually agree on new quarterly and annual Aggregate Dollar Value goals for the next calendar year. This must be done in writing as an addition to this Addendum and signed by both parties.

In Addendum 3, the following language shall be deleted

     Whereas, NSI and VAR wish to modify certain provisions regarding Marketing Rebate requirements, the Xcelerate Partner Agreement shall be modified as follows:

     Schedule B, Clause 4 should be revised to read, “The Aggregate Dollar Value Committed for the period of January 1, 2001 through December 31, 2001 is *. The Aggregate Dollar Value Committed for the period of January 1, 2002 through December 31, 2002 is *. The Aggregate Dollar Value Committed for the period of January 1, 2003 through May 18, 2003 is *.

Within * after the end of the July 2, 2001 through September 30, 2001 quarter, VAR will receive a Rebate check or credit for * of the list price of the Aggregate Dollar Value sold during that quarter.

Within * after the end of the October 1, 2001 through December 31, 2001 quarter, VAR will receive a Rebate check or credit for * of the list price of the Aggregate Dollar Value sold during that quarter.

To earn Rebate check or credit for the 2002 quarters (January 1, 2002 through March 31, 2002, April 1, 2002 through June 30, 2002, July 1, 2002 through September 30, 2002, October 1, 2002 through December 31, 2002) the VAR must meet or exceed their committed forecast as indicated in Schedule B, Clause 4. As modified above.

To earn Rebate check or credit for the 2003 quarters (January 1, 2003 through March 31, 2003, April 1, 2002 through May 18, 2003) the VAR must meet or exceed their committed forecast as indicated in Schedule B, Clause 4. As modified above.

Whereas NSI and VAR wish to modify certain provisions pertaining to the Marketing Development Program, the Xcelerate Partner Agreement shall be modified as follows:

The following language shall be deleted in Schedule C, section 1 (a) and section 1 (b)

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

2

1. Accruals.

(a) NSI shall accrue for VAR’s benefit, in an account created for such purpose, amounts for later use as market development funds (“MDF”), on the terms herein. MDF shall accrue at the rate of *. MDF, which accrues in any fiscal quarter, shall be available for use as credits commencing with the next quarter.

(b) NSI fiscal quarters, for the purposes hereof, are as follows: July 2, 2001 through September 30, 2001, October 1, 2001 through December 31, 2001, January 1, 2002 through March 31, 2002, and April 1, 2002 through June 30, 2002

And replaced with the following language:

1. Accruals.

(a) NSI shall accrue, on a quarterly basis for VAR’s benefit, in an account created for such purpose, amounts for later use as Market Development Funds (“MDF”), on the terms herein. MDF shall accrue at the rate of *. MDF, which accrues in any fiscal quarter, shall be available for use as credits commencing with the next quarter.

(b) NSI fiscal quarters, for the purposes hereof, are calendar quarters.

NSI Software, Inc.		Sunbelt Software Distribution Inc.
Date: 2/14/04		Date: February 10th, 2004
Signature:	/s/ Scott Meyers	Signature:	/s/ Jo Murciano
Print Name: Scott Meyers		Print Name: Joe Murciano
Title: COO		Title: CEO

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

3

EX-10.40

Exhibit 10.40

AMENDMENT 7

This Amendment 7 becomes part of the Xcelerate Partner Agreement (the “Agreement”), dated August 02, 2001, between NSI and Sunbelt Software Distribution Inc. (“VAR”).

Whereas, NSI and VAR wish to modify certain provisions regarding the Term of the Agreement, the Xcelerate Partner Agreement shall be modified as follows:

Section 12 (a) referenced in Addendum 6 shall be amended for 2005:

(a) Term. This Agreement shall continue in effect until December 31, 2006 with all existing discounts until such termination.

Whereas NSI and VAR wish to modify certain provisions pertaining to Aggregate Dollar Value, the Xcelerate Partner Agreement shall be modified as follows:

Addendum 3, Schedule B Section 6 shall be amended for 2005 by adding the following:

For the calendar year 2005, at the end of the quarter, when the VAR meets or exceeds the YTD Aggregate Dollar Value of *, VAR will receive a check or a credit, at NSI’s sole discretion, for *, and a check or credit, at NSI’s sole discretion, for * within * after the end of that quarter. Additionally for that quarter VAR will receive a check or credit, at NSI’s sole discretion, equal to * which will be paid or credited, at NSI’s sole discretion, within * after the end of that quarter. For each quarter, thereafter, the VAR will receive a check or credit, at NSI’s sole discretion, equal to *.

Within * prior to the end of the current calendar year both parties will meet and mutually agree on new quarterly and annual Aggregate Dollar Value goals for the next calendar year. This must be done in writing as an addition to this Addendum and signed by both parties.

NSI Software, Inc.		Sunbelt Software Distribution Inc.
Date: 3/22/05		Date: March 18, 2005
Signature:	/s/ S. Craig Huke	Signature:	/s/ Sam Licciardi
Print Name: S. Craig Huke		Print Name: Sam Licciardi
Title: CFO		Title: Executive Vice President

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

1

EX-10.41

Exhibit 10.41

AMENDMENT 8

This Amendment 8, dated April 1, 2005 (“Effective Date”), becomes part of the Xcelerate Partner Agreement (the “Agreement”) dated August 2, 2001 between NSI Software, Inc. (“NSI”) and Sunbelt Software Distribution, Inc. (“VAR”).

WHEREAS NSI and VAR wish to modify certain provisions within the Agreement;

NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree to amend the Agreement as follows:

1.	The Term in Section 12(a) shall be extended to December 31, 2007.
2.	Schedule B Section 3 paragraph (d) shall be deleted in its entirety and replaced with the following:

“*.”

3. Schedule B Section 6 shall be deleted in its entirety and replaced with the following:

* after the end of each Quarter, VAR will receive a check or a credit, at NSI’s sole discretion, for *.

4. Schedule B Section 8 shall be deleted in its entirety and replaced with the following:

“The authorized territory (“Territory”) shall be limited to North America.”

5. Schedule C Section 1(a) shall be deleted and replaced with the following:

“(a) NSI shall accrue, on a Quarterly basis for VAR’s benefit, in an account created for such purpose, amounts for later use as Market Development Funds (“MDF”), on the terms herein. MDF shall accrue at the rate of *. MDF which accrues in any Quarter shall be available for use as credits commencing with the next Quarter. VAR shall use the form attached hereto as Attachment A to request approval for use of accrued MDF.

Unused MDF account balances shall expire upon the expiration of the Quarter following the Quarter in which they accrued (as an example: VAR MDF balance at the end of Q1 shall expire at the end of Q2 etc.). VAR will forfeit all such expired balances.”

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

1

Except as modified under this Amendment 8, all other terms and conditions of the Agreement and any Amendments shall remain in full force and effect. In the event of a conflict between the terms and conditions of this Amendment and the Agreement or other Amendments, the terms and conditions of this Amendment shall supersede.

IN WITNESS THEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized representatives.

NSI Software, Inc.		Sunbelt Software Distribution, Inc.
Signature:	/s/ S. Craig Huke	Signature:	/s/ Sam Licciardi
Print Name: Craig S. Huke		Print Name: Sam Licciardi
Title: Chief Financial Officer		Title: Exec Vice President
Date: 7/8/05		Date: June 27, 2005

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

2

ATTACHMENT A

NSI Software, Inc.

MDF approval form

MDF spends require prior approval from NSI Software, Inc.
Please complete this form and send to *

Date:

Partner Company Name:

Your Name:

Phone #:

Email Address:

Please describe the activity for which you require MDF:

Date of activity:

Amount of MDF requested:

NSI Approval

Approved by:

Signature

Print Name

Title

Date

Notes:

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

3

EX-10.42

Exhibit 10.42

AMENDMENT 9

This Amendment 9 becomes part of the Xcelerate Partner Agreement (the “Agreement”), dated August 2, 2001, between NSI Software, Inc. located at 257 Turnpike Road, Suite 210, Southborough, MA 01772 and Sunbelt Software Distribution Inc., located at 101 North Garden Avenue, Clearwater, Florida 33755 (“VAR”).

Whereas NSI and VAR wish to modify certain provisions pertaining to Aggregate Dollar Value;

Now therefore the Agreement shall be modified as follows:

1. The following should be added to Schedule B Section 1:

1. Aggregate Dollar Commitment

The annual Aggregate Dollar Value committed for 2006 is * which shall be distributed over * as indicated below:

*	*	*	*
*	*	*	*

2. Schedule B Section 6 shall be deleted in its entirety and replaced with the following:

* after the end of each Quarter or Fiscal Year as appropriate, VAR will receive a check or a credit, at NSI’s sole discretion for up to * for the preceding Quarter based on the following criteria:

• If the Aggregate Dollar sold for the Quarter is between * and * of the quarterly Aggregate Dollar Value stated above, the VAR will receive *.

• If the Aggregate Dollar sold for the Quarter * the quarterly Aggregate Dollar Value stated above, the VAR will receive *.

• If the Aggregate Dollar sold for the Quarter is * of the quarterly Aggregate Dollar Value stated above, the VAR is not eligible for the quarterly rebate.

• Annual Rebate Catch-up: If at least * quarterly quota was not achieved but the annual quota is achieved, VAR will receive an additional rebate of *.

Within * prior to the end of the current calendar year both parties will meet and mutually agree on new quarterly and annual Aggregate Dollar Value goals for the next calendar year. This must be done in writing as an addition to this Addendum and signed by both parties.

3. Amendment 7 dated April 15, 2004 shall be amended as follows:

1. Schedule A shall be amended by adding the following:

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.

• Double-Take for Virtual Systems: Real time transaction based backup software within Virtual Systems.

2. The table in Schedule B (3) shall be amended by deleting the title in the third column and replacing same with *.

Except as modified under this Amendment, all other terms and conditions of the Agreement and any Amendments shall remain in full force and effect. In the event of a conflict between the terms and conditions of this Amendment 9, the Agreement or any prior Amendments, the terms and conditions of this Amendment shall supersede.

IN WITNESS WHEREOF, the undersigned have caused this Amendment No.9 to be executed by their respective representatives.

NSI Software, Inc.		Sunbelt Software Distribution Inc.
Date: 2/15/06		Date: Feb. 13th, 2006
Signature:	/s/ S. Craig Huke	Signature:	/s/ Jo Murciano
Print Name: S. Craig Huke		Print Name: Jo Murciano
Title: CFO		Title: CEO

* Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933.