End User License Agreement

EXHIBIT 10.2



END USER LICENSE AGREEMENT



This license agreement (this "Agreement") is entered into as of May 17, 1999, (the "Effective Date") between TIER TECHNOLOGIES, INC., a California corporation ("Licensor"), and HUMANA INC., a Delaware corporation ("Licensee"), for the purpose of granting Licensee a limited license to use certain intellectual property rights furnished by Licensor.



RECITALS:



WHEREAS, Licensor purchased in a separate agreement entered into this date certain Intellectual Property Rights from Licensee comprising what is known between the parties as the Project Management System (PMS), as defined herein;



WHEREAS, Licensor now desires to license the PMS to Licensee for its internal use;



NOW, THEREFORE, for and in consideration of the promises and the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows



AGREEMENT:



1. DEFINITIONS. As used in this Agreement:



"Affiliates" means, with respect to a party, any person or entity that controls, is controlled by, or is under common control with such party, where "control" means ownership of fifty percent (50%) or more of the outstanding voting securities (but only as long as such person or entity meets these requirements).



"Intellectual Property Rights" means all copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary rights.



"Project Management System" ("PMS") means:



(a) The Project Management Database (a.k.a.: Secure Billing

Requirements Database) which includes the following: all

necessary tables to support requirements, design specifications,

testing, problem reports, issues tracking, action item tracking,

lessons learned (a.k.a.: Lessons Learned Database), change

control (a.k.a.: Change Management Database, and the production

of metrics.



(b) Document Deliverable Templates and examples which include: the

System Segment Specifications (SSS), Software Requirements

Specifications (SRS), Interface Requirements Specifications

(IRS), Software Design Document (SDD), Interface Design Document

(IDD), Software Test Plan (STP), Software Test Description (STD),

Software Test Report, Software Training Plan (TP), Implementation

Plan (IP), Conversion Management Plan (CMP), Data Base Design

Document (DBDD), Project Management Plan (PMP), Facilities

Management Document (FM), Financial Analysis Document, Risk

Assessment Report, Project Metrics, and Lessons Learned Document

(LLD).



(c) Methodologies: Project Life Cycle Methodology

(d) Guidebooks including but not limited to: Software Process

Improvement Guidebook, Software Project Planning and Management

Guidebook, Peer Review Guidebook, Request for Proposal Guidebook,

and the Software Configuration Guidebook.



(e) Procedures/Practices including, but not limited to: Process

Improvement Process, Project Management Plan (PMP) Practices,

Project Prioritization Practice, Project Profiling Practice,

Project Request Practice, and Project Scheduling Practice.



(f) Processes related to Business Rules Extraction, SpecPac

Development, and Testing Processes as documented in the PMP.



(g) Policies: including, but not limited to: Software Requirements

Management Policy, Software Project Planning Policy, Software

Project Tracking and Oversight Policy, Software Subcontract

Management Policy, Software Quality Assurance Policy, Software

Configuration Management Policy, Organization Process Focus

Policy, Organization Process Definition Policy, Training Program

Policy, Integrated Software Management Policy, Software Product

Engineering Policy, Intergroup Coordination Policy, Peer Review

Policy, Issues Management Policy, Project Prioritization Policy,

Software Quality Management Policy, Defect Prevention Policy,

Technology Change Management Policy, and Process Change

Management Policy.



(h) Presentation briefings related to above stated databases,

documents, templates, Guidebooks, Methodologies,

Procedure/Practices, and Policies.



(i) All of L ...