1. 1.
   Non-Assignable License
   1. Licensee agrees
      that payment conveys to Licensee a non-exclusive, non-assignable license for
      the use of the Software solely for the following purposes:
   2. Use in
      machine-readable form on company computers and mobile devices;
   3. Generation of copies of the software in machine
      readable or printable form for backup purposes in support of Licensee’s use of
      the Software on company computers;
      1. License for the
         use of the Software is limited to the following individuals:
      2. The number of
         timekeepers on the then-current invoice; and
      3. An unlimited number of support staff employed by the
         Licensee for the sole purpose of supporting the use by same timekeepers.
         1. The monthly fee
            for license and support for the then-current month shall be at the then-current
            pricing schedule published by eGlean for the number of timekeepers under (b)(i)
            above, or ten (10) timekeepers, whichever is greater.
         2. The parties shall
            implement a mutually agreed-upon auditing system to ensure that use of the
            software complies with this section.
         3. EGlean shall,
            after installation, provide a written document stating the initial effective
            operating date of the Software. This shall serve as the start of the Term
            unless licensee contests this assessment in writing, in which the start of the
            Term may be delayed until the earlier of (1) eGlean and Licensee are in
            agreement as to the operating status of the Software or (2) 30 days.
         4. Notwithstanding (e)
            above the license term shall start no later than ninety (90) days after the
            execution date of this agreement.
         5. The duration of
            the license Term is one year (365 days).
         6. At the end of
            Term, the license will automatically renew for one (1) year (365 days), at the
            then-current pricing schedule published by eGlean unless either eGlean or
            Licensee submits 30 day prior written notice of non-renewal.

2. SUPPORT

1. During the Term, EGlean will provide Licensee with support and
   maintenance in accordance with Annex A.

3. Payment

1. Payment for the
   first month of the license is due 30 days from the on the start date of the
   Term.
2. Payment for
   following months shall be due on the last business day of each month or the
   same day of the month as the start of the Term, whichever is earlier.
3. If Licensee fails
   to remit full payment for a given month within ten (10) days of the due date, a
   late charge equal to one and one half percent (1.5%) per month will accrue and
   be payable on the amount due.

4. EVALUATION
PERIOD

1. Licensee may
   terminate the license on or before the date 30 calendar days after the start of
   the Term by notifying eGlean in writing.
2. In the event of
   termination per (a) above, no fees shall be due.

5. EARLY
TERMINATION

1. Licensee may
   terminate the license prior to the end of the Term by notifying Legal55 in
   writing prior to the end of that month. Payment for the then-current month
   shall be due, along with a cancellation fee equal to the fee for the
   then-current month.

6. Proprietary
Rights and Information Protection

1. Licensee recognizes
   that the Software licensed hereunder constitutes valuable trade secrets of
   eGlean. Accordingly, Licensee agrees that it shall protect and hold in
   confidence all Software furnished to it by eGlean.
2. Licensee, whether
   through the use of disassembler or any other means whatsoever, including but
   not limited to manual, mechanical or electrical, shall not derive source code
   from any of the software, object code or other information made available by
   eGlean or from any other source whatsoever. Any attempt to do so shall be
   deemed a material breach of this agreement and any agreement to which it is
   made a part, and notwithstanding any agreement to which it is made a part, and
   notwithstanding any provisions herein or in any agreement to which this
   agreement is made a part to the contract, shall immediately entitle eGlean to
   any and all remedies described hereunder, or such remedies that may exist at
   law or equity.
3. eGlean shall have
   the sole and exclusive option to control and initiate any legal, equitable or
   administrative proceedings to protect eGlean’s rights in and to Software,
   including the licensing thereof. Licensee’s compliance with this section shall
   not be deemed to derogate from any of eGlean’s legal or equitable remedies for
   breach of any other provisions of this Agreement. Without waiving any legal
   remedy, eGlean may elect to seek equitable injunctive relief, it being
   acknowledged that eGlean’s remedy at law is inadequate.
4. The Licensee shall
   maintain accurate and up-to-date records of the number and location of all
   copies of the Software. The Licensee shall ensure prior to disposing of any
   media that any Software contained herein shall have been erased or destroyed
   and shall further keep records of such disposal.  All of Licensee’s records with regard to the
   Software shall be made available to eGlean at all reasonable times at eGlean’s
   request, and Licensee shall certify to the truth and accuracy thereof. Licensee
   agrees to notify eGlean immediately if any errors are discovered in such
   records, and to destroy or return any copies of originals of Software to which
   Licensee is not currently authorized hereunder to possess.
5. At the expiration
   of the term of this license, if there is no renewal agreement in place,
   Licensee will return to eGlean or destroy all copies of the Software.
6. Notwithstanding
   the foregoing, Licensee shall not be required to destroy or alter any computer
   archival and backup tapes or archival and backup files (collectively,
   “Archives”), provided that such Archives shall be kept confidential in
   accordance with the terms of this Agreement.
7. A breach by the
   Licensee of any of the provisions of this Agreement pertaining to the Software
   and use thereof, or any unauthorized use of Software, shall entitle eGlean to
   terminate any and all existing licenses of Software to Licensee. Nothing herein
   shall be deemed to limit in any way eGlean’s remedies for Licensee’s breach of
   this Agreement or any unauthorized use of Software. A breach of any part of
   this Agreement shall be deemed a breach of this Agreement whether by expiration
   or otherwise.
8. eGlean
   acknowledges that it may as a result of its service hereunder have access to
   areas and computers containing attorney-client privileged information of
   clients of Licensee.  eGlean acknowledges
   that it and its employees shall to the extent exposed to such information keep
   such information in strict confidence and not disclose or use such information
   for any purpose, without the prior express written consent of Licensee in each
   and every instance.  The obligations of
   this paragraph shall survive any expiration or termination of this Agreement
   and shall continue perpetually.

7. Limited
Warranty

1. EGlean warrants
   that it has full authority to grant the rights granted by this Agreement to
   Licensee with respect to the Software without the consent of any other person;
   and that neither the performance of Service by eGlean nor the license to use by
   the Licensee of the Software will in any way constitute any infringement or
   other violation of any copyright, trade secret, trade mark, patent, invention,
   proprietary information, nondisclosure or other rights of any third party.
2. eGlean
   represents and warrants that the Software conforms to the specifications and
   functions set forth in its documentation and will operate without error during
   the term of this Agreement.
3. EGlean warrants
   that the Software, its license to end use by Licensee, and the performance by
   eGlean of Service, shall be in compliance with all applicable laws, rules and
   regulations.
4. Except for the warranties set forth above, the Software is provided
   “As Is” without warranty of any kind, either expressed or implied, including
   but not limited to the implied warranties of merchantability and fitness for a
   particular purpose. EGlean does not warrant that the function contained in the
   Software will meet the requirements of the licensee or that operation of the
   Software will be uninterrupted or error-free. Licensee assumes responsibility
   for the installation, use and the results obtained from the Software.

8. Limitations of Remedies

1. If, during the
   term of this license, the Software fails to perform to specifications, eGlean’s
   sole responsibility, and the Licensee’s sole and exclusive remedies under this
   Agreement shall be that eGlean shall modify or replace Software as delivered to
   Licensee so that the modified or replaced Software conforms to the required
   specifications. If the Software continues to fail to perform to specifications
   for more than 60 days, and Licensee has taken reasonable measures with work
   with eGlean to resolve the problem, Licensee may, with written notice,
   terminate the Agreement and eGlean shall issue a refund pro-rated for the time
   between the notice and the end of the Term.
2. In no event will eGlean be liable to Licensee for any damages,
   including any lost profits, lost savings or other incidental or consequential
   damages arising out of the use or inability to use the software by the
   Licensee, even if eGlean has been advised by the Licensee of the possibility of
   such damages, or any claim by a customer of the Licensee.

9. BINDING
Arbitration

1. Except in the
   event of non-payment by Licensee of invoices, or a violation by Licensee of
   paragraph 2 of this Agreement, any controversy between the parties hereto
   involving the construction or application of any terms, covenants, or
   conditions of this Agreement, or any claim arising out of or relating to this
   Agreement will, on the request of one party served upon the other, be submitted
   to binding arbitration in accordance with the following provisions:
2. Any such dispute,
   controversy, or claim will be settled by arbitration in the city of
   Boston,  Massachusetts in accordance with
   the Rules of the American Arbitration Association then in effect and will
   comply with the laws of the State of Massachusetts, except as herein specifically
   stated, and judgment upon the reward rendered by the arbitrators may be entered
   in any court having jurisdiction thereof. The parties hereby submit to the
   jurisdiction of the Superior Court of the State of Massachusetts for the
   purposes of confirming any such award and entering judgment thereon.
   Notwithstanding anything to the contrary that may or may not thereafter be
   contained in the rules of the American Arbitration Association, the parties
   agree as follows:
3. Each party will
   appoint one person who is knowledgeable in the data processing area and
   familiar with the data processing industry to hear and determine the dispute
   within twenty (20) days after receipt of notice of arbitration from the
   noticing party. The two persons so chosen will select a third impartial
   arbitrator and their majority decision will be final and conclusive upon both
   parties hereto. If either party fails to designate its arbitrator within twenty
   (20) days after the notice provided for herein, then the arbitrator designated
   by the one party will act as the sole arbitrator and will be deemed to be the
   single, mutually approved arbitrator to resolve the controversy. In the event
   the parties are unable to agree upon a rate of compensation for the
   arbitrators, they will be compensated for their services at a rate to be
   determined by the American Arbitration Association.
4. The cost of the arbitration will be allocated between
   the parties in such proportions as the arbitrators decide. Costs to include
   reasonable travel, hotel and transportation costs. The arbitrators will, upon
   the request of either party, issue a written opinion of their findings of fact
   and conclusions of law.

iii.Upon the
receipt by the requesting party of the written opinion, the requesting party
will have the right, within ten (10) days,
to file with the arbitrators a motion to reconsider the issues raised by
said motion. Upon consideration of the motion the arbitrators will either
confirm or modify the arbitrators’ majority decision, which will then be final
and conclusive upon both parties hereto. The costs of such a motion for
reconsideration and written opinion of the arbitrators will be borne by  the moving party. Any motion for
reconsideration filed with the arbitrators will be served simultaneously upon
the other party who will have the opportunity to respond thereto.

iv. The parties
further agree that arbitration proceedings must be instituted within one year
after the claimed breach occurred, and that failure to institute arbitration
proceedings within such period shall constitute an absolute bar to the
institution of any arbitration or other legal proceedings and will constitute a
waiver of all claims arising from any alleged breach of this Agreement.

1. 10.
   GENERAL PROVISIONS.
1. SEVERABILITY. In
   the event that one or more of the provisions or part thereof in this Agreement
   or of any Schedules, Exhibits, or Attachments attached hereto shall, for any
   reason, be held to be unenforceable in any respect by a court of competent
   jurisdiction such un-enforceability shall not affect any other provision or
   part hereof of this Agreement, but this Agreement shall be construed as if such
   unenforceable provision(s) had never been contained herein. The remaining
   provisions shall be given effect in accordance with their manifest intent.
2. WAIVER AND
   SURVIVAL. The failure of either party to insist in one or more instances upon
   strict performance of the covenants of the Agreement, or to exercise any option
   herein contained shall not be construed as a waiver, or relinquishment for the
   future, of such covenant or option, but the same shall remain in full force.
3. GOVERNING LAW.
   This Agreement shall be governed in all respect by the laws of the state of
   Massachusetts. The parties agree to submit to the personal and exclusive
   jurisdiction of the federal and state courts of the State of Massachusetts with
   respect to any disputes arising out of this Agreement subject to the
   requirement of binding arbitration as set forth in paragraph 7 of this
   Agreement..
4. ASSIGNMENT.
   Licensee may not sublicense, assign or transfer this Agreement without the
   prior written consent of eGlean. Any attempt to sublicense, assign or transfer
   any of the rights, duties or obligations without the prior written consent of
   eGlean is void.
5. INABILITY TO
   PERFORM. EGlean will not be liable for any delay or failure to perform any part
   of this Agreement on the account of an Act of God, Fire, Labor disputes or any
   natural, inevitable accident, insurrection or other cause beyond eGlean’s
   control.
6. CONTINUING
   OBLIGATIONS.  Any obligation or duty,
   including but not limited to financial obligations that, by their nature,
   extend beyond the expiration or termination of this contract, shall survive any
   expiration or termination and remain in effect.
7. ACKNOWLEDGMENT.
   Licensee acknowledges that it has read this Agreement, understands it, and
   agrees to abide by its terms and conditions.
8. HEADINGS. The
   headings of the several Articles herein are inserted for convenience in
   reference only and are not intended by the parties to be part of or to affect
   the meaning or interpretation of this Agreement.
9. ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH
   ALL APPENDICES, RIDERS, EXHIBITS OR OTHER ATTACHMENTS REFERENCED HEREIN,
   CONSTITUTES THE ENTIRE AGREEMENT BETWEEN EGLEAN AND THE LICENSEE AND SUPERSEDES
   ALL PROPOSALS, ORAL AND WRITTEN, BETWEEN THE PARTIES ON THIS SUBJECT