Software Distribution Agreement

EXHIBIT 10.1 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED BY ***. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. THIS AGREEMENT is made the 20 th day of June, 2006 B E T W E E N (1) ARKONA INC a company incorporated in Delaware with its principal offices at 10757 South Riverfront Parkway, Suite 400, South Jordan, Utah 84095, USA (the " Company" ); and (2) MCL GROUP LIMITED , Company Number 00430530 , whose registered office is at 77 Mount Ephraim, Tunbridge Wells, Kent TN4 8BS, (the " Distributor" ). RECITALS (A) The Company is the proprietor of certain dealer management software known as " the Arkona Dealer Management Suite" . (B) The Company has agreed to appoint the Distributor as its exclusive distributor to distribute and sub-license such software and its associated documentation in the Territory (as hereinafter defined) on the terms and conditions hereinafter contained. (C) The Company and the Distributor have entered into this Agreement in the spirit of mutual collaboration and with the aim of furthering their joint interests. NOW IT IS HEREBY AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 In this agreement (the " Agreement" ), unless the context otherwise requires, the following expressions have the following meanings: " Acceptance Date" means the date of Formal Acceptance of the UK Core Software pursuant to Clause 9; " Affiliate" in respect of any Party, means any subsidiary of that Party and each subsidiary thereof (the term ' subsidiary' having the meaning given in section 736 of the Companies Act 1985); " Business Day" means a day other than a Saturday, Sunday or a public holiday in the United Kingdom or the United States;

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" Confidential Information" means this Agreement and all information obtained by one Party from the other pursuant to this Agreement, whether in writing, orally, or through observation, that (1) is expressly marked as confidential, or (2) is manifestly of a confidential nature, or (3) if orally presented, is identified as confidential at the time of disclosure and is confirmed in writing to be confidential within 7 days of its disclosure; " Customer Relationship Management Product" means an application being fully integrated with UK Core Software and including functions for customer contact information, dealership daily work plans and other activity scheduling, showroom sales-process management, realtime analysis of showrooms sales-process statistics, prospect analysis and database marketing; " Distributor Software" means any and all software developed by or on behalf of the Distributor which interfaces with the UK Core Software, but excludes (1) the UK Core Software, and (2) any software developed for the Distributor by the Company; " End-User" means a person who licences the use of the End-User Software from the Distributor pursuant to the terms of an End-User Agreement (and reference to " a person" means a company, partnership, body corporate or sole trader); " End-User Agreement" means a software licence and support agreement entered into by the Distributor or an Affiliate and an End-User and containing such terms as are required by Clause 10, and otherwise as the Distributor may in its sole discretion determine; " End-User Software" means the UK Core Software (or any portion thereof) and the Modifications, whether distributed alone or in combination with any Distributor Software; " Escrow Agent" means Escrow Tech International Inc. of C7 Data Center Building, 330 South 520 West Suite 230, Lindon UT 84042, United States of America; " Escrow Agreement" means an escrow agreement in the form detailed in Appendix A hereto;

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" Formal Acceptance" in relation to the UK Core Software or any Modifications, means formal acceptance of such software by the Distributor in accordance with Clause 9.4; " Intellectual Property Rights" means patents, patent applications, and patent rights; copyrights, copyright applications, and copyright registrations; trademarks, trademark applications, trademark registrations, and trademark rights; trade secrets; and all other intellectual property and proprietary information rights as may exist now or hereafter come into existence; all modifications, continuations, renewals, and extensions of any of the foregoing; and all claims, actions, causes of action, damages, costs, expenses, profits, penalties, recoveries, and remedies relating to any past, present, or future infringement of any of the foregoing; arising under the laws of England, the laws of the United States, or the laws of any other country, state, or jurisdiction in the world; " Licence Fees Revenue" means with regard to an End-User the software licence fees, excluding value added taxes, received by the Distributor from that End-User under the terms of its End-User Agreement; " Location" means the head office of the Distributor from time to time which, as of the date of this Agreement, is at 77 Mount Ephraim, Tunbridge Wells, Kent TN4 8BS; " Maintenance Release" means a release of the Software by the Company which corrects faults, adds functionality, or otherwise amends or upgrades the Software, but which does not constitute a New Version; " Maintenance Services" means the maintenance services to be provided by the Company pursuant to the terms of the Service Level Agreement; " Mark" means the ARKONA trade mark, which is registered in the USA as registration no.2,301,459; " Mark Usage Requirements" means those requirements for the manner in which the Mark may be used as detailed in Appendix E hereto;

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" Modification" means any addition to, modification of, or deletion from the substance or structure of: (1) any Software or other Software Materials, (2) any prior Modifications, or (3) any Source Materials for any of the foregoing. When any of the foregoing are provided as a series of files, a " Modification" is: (a) any addition to, modification of, or deletion from the contents of a file containing any Software or other Software Materials, any prior Modifications, or any Source Materials for any of the foregoing, or (b) any new file containing any Software or other Software Materials, any prior Modifications, or any Source Materials for any of the foregoing; " New Version" means any new version of the Software which from time to time is publicly marketed and offered for license by the Company in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product; " Parties" means each of the Company and the Distributor and " Party" shall mean either of them as the context may require; " Product Description" means the product description as modified, enhanced or altered by the Company from time to time of the Software describing the facilities and functions thereof as supplied to the Distributor by the Company from time to time in connection with the UK Core Software; " Release" means any Maintenance Release or New Version; " Restricted Territories" means South Africa, Australia, France, Germany, Italy, Spain, Belgium, The Netherlands, Greece, Luxembourg, Portugal, Sweden, Switzerland and Norway and " Restricted Territory" shall mean any of such countries; " Quarter Day" means each of 31 March, 30 June, 30 September and 31 December in each Year during the continuance of this Agreement; " Quarterly Period" means the period during the continuance of this Agreement and commencing on the Acceptance

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Date and ending on the next occurring Quarter Day and each successive period commencing on the day immediately following the end of the previous Quarterly Period and ending on the next Quarter Day; " Revenue Share Fee" means a payment calculated in accordance with Appendix C, and " Revenue Share Fees" shall be construed accordingly; " Services" means the services to be performed by the Company pursuant to the terms of this Agreement including the provision of the Maintenance Services; " Service Level Agreement" means the service level agreement in the form attached to this Agreement at Appendix D; " Software" means the Arkona Dealer Management Suite software and all modifications, enhancements, versions and replacements thereof and additions thereto, but excluding any Distributor Software; " Software Documentation" means the operating manuals and other literature (including any and all marketing material), in an editable format, provided by the Company to the Distributor from time to time for use by End-Users in conjunction with the UK Core Software; " Software Materials" means the UK Core Software and any Modifications, the Product Description, and the Software Documentation; " Source Materials" means any and all logic, logic diagrams, flowcharts, orthographic representations, algorithms, routines, sub-routines, utilities, modules, file structures, coding sheets, coding, source codes listings, functional specifications, program specifications and all other materials and documents necessary to enable a reasonably skilled programmer to maintain, amend and enhance the software in question without reference to any other person or documentation and whether in eye-readable or machine-readable form;

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" Specification" means the specification for each of the Software and the UK Core Software, each as scheduled at Appendix B; " Territory" means the United Kingdom of Great Britain and Northern Ireland; " Test Version" in respect of the UK Core Software or any Modifications, the test version of such software to be delivered by the Company to the Distributor pursuant to the terms of Clause 9.2; " Test Date" has the meaning set out in Clause 9.7; " UK Core Software" means the Software as adapted by the Company for the Distributor in accordance with Clause 8.1 and made available to the Distributor pursuant to this Agreement but excluding any Distributor Software; " UK Core Software Test Date" has the meaning set out in Clause 9.5; " US$ Equivalent" means the amount in US dollars of the relevant payment, as calculated at the spot rate (immediate delivery price) published in the Financial Times (as produced in London by The Financial Times Limited) and as determined on the date being the Business Day immediately proceeding the date on which such payment is made or should have been made in accordance with the terms of this Agreement; " Year" means any period of 12 months commencing on the date hereof or any anniversary of the date hereto. 1.2 The Recitals form part of this Agreement and have the same force and effect as if set out in the body of this Agreement. Any reference to this Agreement includes the Recitals. 1.3 The headings in this Agreement do not affect its interpretation. Save where the context otherwise requires, references to clauses are to clauses of this Agreement. 1.4 In this Agreement, unless the context otherwise requires: 1.4.1 words and expressions which are defined in the Companies Act 1985 have the same meanings as are given to them in the Companies Act 1985, unless such words and expressions are expressly defined otherwise in this Agreement;

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1.4.2 references to the Company and the Distributor include their permitted successors and assigns; 1.4.3 references to statutory provisions include those statutory provisions as amended or re-enacted; 1.4.4 references to any gender include all genders; and 1.4.5 words in the singular include the plural and in the plural include the singular. 2. APPOINTMENT 2.1 Subject to the terms, conditions, and limitations of this Agreement, the Company hereby appoints the Distributor, and the Distributor hereby agrees to act as, the sole and exclusive distributor of the Company to market, distribute, license, sub-license, support and maintain the Software Materials in the Territory. 2.2 The Company shall not (and shall procure that none of its Affiliates shall) at any time during the continuance of this Agreement either directly or indirectly including without limitation through any agents distributors partners representatives or any third parties license, sub-license, market, distribute or directly support any part of the Software Materials or the Software anywhere in the Territory. Nothing in this Clause shall prevent the Company from fulfilling unsolicited orders received by the Company from any person in the Territory or in relation to the supply of Software to another EU country. 3. LICENCES 3.1 In consideration for the payment of the fees referred to in Clause 7.1, the Company hereby with effect from the date of this Agreement grants to the Distributor an exclusive licence:- 3.1.1 for the duration of this Agreement, to use the Software Materials in accordance with the provisions of this Agreement; 3.1.2 for the duration of this Agreement, to use the Source Materials and the Software for the purposes of developing Distributor Software (and for the avoidance of doubt the licence granted by this Clause 3.1.2 shall allow the Distributor read-only access to the source code of the Software); 3.1.3 for the duration of this Agreement, to grant to any End-User within the Territory a sub-licence to use the UK Core Software in object code only and to distribute copies of the Software Documentation to End-Users for use pursuant to such sub-licences; and 3.1.4 for the duration of this Agreement to modify any Software Documentation solely to the extent reasonably necessary to tailor the Software Documentation to the Distributor' s market in the Territory, provided that Company gives its prior written

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approval (which shall not be unreasonably withheld, conditioned or delayed) of any and all such modifications before Distributor provides them to any third party. 3.2 For the purposes of Clause 3.1 above " use" shall include any act which is reasonably incidental to such use, including (without limitation) the maintenance of a reasonable number of back-up or test copies of the UK Core Software and the copying of any manuals or documents relating to the use of the Software, provided that any and all copyright notices and other proprietary rights notices are reproduced on each copy. 3.3 The Distributor agrees that it shall not, and shall not permit any other party to, reverse engineer, decompile, disassemble, adapt, or modify any of the Software Materials, except as specifically permitted by this Agreement or by applicable law but then only if and to the extent that the Distributor first (i) notifies the Company of Distributor' s requirements regarding interoperability or functional compatibility before engaging in any of the enumerated actions, and (ii) gives the Company the opportunity to provide the Distributor with the information necessary to achieve such interoperability or compatibility. 3.4 In consideration for the payment of the fees referred to in Clause 7.1, the Company hereby grants the Distributor an exclusive licence to use the Mark in the Territory in the promotion, distribution, and sub-licensing of the UK Core Software, whether alone or in conjunction with the Distributor' s own trademarks or logos. 3.5 The Distributor acknowledges and agrees that any and all uses of the Mark pursuant to this Agreement and all goodwill and benefit arising from such use shall inure to the Company' s sole and exclusive benefit, and the Distributor hereby assigns all such goodwill to the Company to hold absolutely. Whenever it uses the Mark, the Distributor shall comply in all material respects with the Mark Usage Requirements. 3.6 The Parties agree to operate with regard to the Escrow Agreement as follows: 3.6.1 the Company and the Distributor mutually undertake to execute the Escrow Agreement promptly following execution of this Agreement. The Company undertakes to procure that the Escrow Agent executes the Escrow Agreement within three weeks of the date of this Agreement (as to which time shall be of the essence), and the Company will procure that a certified copy of the Escrow Agreement as executed by the Company, Distributor and the Escrow Agent will be provided to the Distributor as soon as reasonably practicable after the execution by the Escrow Agent of the Escrow Agreement; 3.6.2 the Company and the Distributor mutually undertake to abide by the terms of the Escrow Agreement; and 3.6.3 upon the release by the Escrow Agent of the source code of the Software to the Distributor in accordance with the Escrow Agreement:

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(i) the Distributor shall cease paying any Revenue Share Fees to the Company; and (ii) the Distributor will pay the Company quarterly from the date of such release for the duration of this Agreement (each such quarter an " Escrow Quarter" ) a sum (the " Escrow Royalty" ). The Escrow Royalty shall be the US$ Equivalent of [***]% of the total Licence Fees Revenue received by the Distributor in the Escrow Quarter to which the Escrow Royalty relates provided that where over four consecutive Escrow Quarters (such four Escrow Quarters, an " Escrow Year" ) the total Escrow Royalties payable for such Escrow Year exceed a3[***], the Escrow Royalties payable for that Escrow Year shall be the US$ Equivalent of a3[***]. 4. ENHANCEMENTS 4.1 For the duration of this Agreement the Company shall:- 4.1.1 keep the Distributor informed as soon as reasonably practicable of any planned or actual technical or business developments, whether of the Company or of any relevant third party, that may in the reasonable opinion of the Company be likely to affect the UK Core Software; 4.1.2 inform the Distributor as soon as reasonably practicable of any planned or completed Releases; 4.1.3 make available to the Distributor, subject to the terms, conditions, and limitations of this Agreement, any Releases, by not later than 2 months following the date that the Company makes such Releases available to any of its US distributors or licensees of the Software; 4.1.4 offer to the Distributor the opportunity to examine:- (i) any Releases; and (ii) any tests or results of tests of such Releases that the Company may carry out, or may have carried out, which tests and test results shall be considered Confidential Information of the Company; 4.1.5 at the Distributor' s request supply to Distributor any Releases made available to Distributor pursuant to Clause 4.1.2, together with the Source Materials for such Releases and updated Software Documentation for the UK Core Software as upgraded or altered by such Release. For the avoidance of doubt, in the event that the Distributor decides to acquire and install any Release supplied in accordance with this Clause 4.1.5, the Distributor shall have read-only access to the source code of that Release for the purpose of developing or further developing any Distributor Software). 4.2 If the Company makes a Release available to the Distributor, and the Distributor decides not to acquire and install such Release, then such decision shall not give rise to

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any right to terminate this Agreement, nor shall it result in any adverse effect on the performance of the Company' s obligations under this Agreement, unless Company demonstrates that the failure to install the Release materially adversely affects the performance of, or the Company' s ability to support, the Software Materials. 4.3 All Releases shall, at the option of the Distributor, be subject to the Acceptance Tests detailed at Clause 9. Upon Formal Acceptance, such Releases shall be subject to the provisions of this Agreement and (together with any Releases supplied and installed by the Distributor but not subjected to the Acceptance Tests detailed at Clause 9) shall benefit from the Maintenance Services. 4.4 The Company shall supply all Releases to the Distributor without additional charge and the consideration for the supply of such Releases shall form part of the fees payable by the Distributor to the Company pursuant to the terms of Clause 7.2. 5. MAINTENANCE SERVICES 5.1 In consideration of the payments referred to in Clause 7.2, the Company shall provide the Maintenance Services from the Acceptance Date in accordance with the provisions set out in Service Level Agreement for the term of this Agreement. Notwithstanding anything else in this Clause 5 or this Agreement to the contrary, however, the Company shall only be required to provide Maintenance Services to the Distributor with respect to the two most recent Releases or versions of the Software Materials (and for the avoidance of doubt no Release or version of the Software Materials shall be deemed a recent Release or version of the Software Materials unless that Release or version has passed the Acceptance Tests detailed at Clause 9). 5.2 In the event of a default, problem or error in the UK Core Software:- 5.2.1 all requests from the Distributor for the provision of Maintenance Services shall be made in accordance with the Service Level Agreement; and 5.2.2 the Company shall perform such Maintenance Services in accordance with the response requirements set out in the Service Level Agreement. 5.3 For the purposes of correcting any default, problem or error in the UK Core Software, the Distributor acknowledges that the Company shall have the right to access the UK Core Software remotely and will provide such reasonable assistance as the Company shall from time to time require in connection with such access, subject to the Company adhering to the security and access arrangements of the Distributor as notified to the Company in advance and from time to time. Any and all corrections to the Software Materials will be made in general Maintenance Releases. 5.4 The Company shall not be responsible for correcting problems or errors in the UK Core Software resulting from any Distributor Software. 5.5 Unless otherwise agreed, any documentation, reports, studies, data, diagrams, materials, software or computer programmes made available to the Distributor as part

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of the Maintenance Services will be provided within the charges detailed at Clause 7.2, and the Company shall not be entitled to any additional fee, royalty or other payment for making such materials available to the Distributor. 5.6 The Company warrants, represents, and undertakes to the Distributor that, in performing the Maintenance Services, all adjustments, adaptations, customisation, provision of Releases, or other such Modifications by the Company which take place after the initial installation shall become non-separable parts of the UK Core Software and shall thus entitle the Distributor to the same level of support and other services as are applicable to the previously installed parts of the UK Core Software. 6. DURATION 6.1 This Agreement shall commence and take effect on the date first stated above and shall continue thereafter until terminated in accordance with the provisions of this Agreement. 6.2 This Agreement may be terminated:- 6.2.1 by the Company by the giving of not less than 12 months notice in writing to the Distributor provided that such notice may only be given on or after the fourth anniversary of the Acceptance Date; 6.2.2 by the Distributor by the giving of not less than 12 months notice in writing to the Company provided that such notice may only be given on or after the second anniversary of the Acceptance Date; 6.2.3 by either Party in accordance with the provisions of Clause 20. 6.3 Save as expressly provided in this Clause 6, neither Party shall have the right to terminate this Agreement at anytime. 6.4 The Parties shall meet to review the operation of the Agreement, such meetings to occur at least twice in each Year (or as the Parties may otherwise agree). The designation of the locations of the meetings shall alternate between the Parties (acting reasonably), the location of the first meeting to be determined by the Distributor. Each Party shall be responsible for all travel and accommodation costs of its own staff or representatives attending such meetings. 6.5 For the term of this Agreement and for a period of one (1) year thereafter, Distributor shall not either directly or indirectly, including without limitation through any Affiliates, agents, distributors, partners or any third parties, license, sub-license, market, distribute, sale or contract to support any software products competitive with the Software PROVIDED THAT the restriction in this Clause 6.5 shall not apply to any holding company of the Distributor or any subsidiary of such holding company (excepting the Distributor itself) and shall in no way prevent the Distributor acting solely as a licensee of any such software product. This provision is intended to restrict the Distributor only to the extent necessary to protect the Company' s legitimate

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interests, and the Distributor agrees that its terms are reasonable. If a court of competent jurisdiction concludes that any provision of this Clause is too restrictive, such provision will remain valid and enforceable to the fullest extent determined to be reasonable. 7. PAYMENTS 7.1 In consideration of the licence of the Software Materials and the Mark and of all other rights and interests granted to the Distributor under or pursuant to the terms of this Agreement, the Distributor will make payment to the Company in accordance with Appendix C. 7.2 The payments referred to in Clause 7.1 shall be paid by bank transfer to such bank account as the Company may notify in writing to the Distributor, such notification to be given by the Company to the Distributor at least three days prior to the due date of payment referred to in Clause 7.1. 7.3 The payments referred to in Clause 7.1 shall be the amount payable to the Company, net of all taxes levied by any United Kingdom taxing authority, of whatsoever nature, including but not limited to Value Added Tax (VAT). 7.4 The Parties agree that the payments referred to in Clause 7.1 (or, if applicable, any Escrow Royalty payable in accordance with Clause 3.6.3) constitute all of the payments due to the Company in respect of all of the rights and licenses granted to the Distributor under this Agreement. Without prejudice to the foregoing, the Company agrees that no royalties, commissions, or similar payments shall be due or payable by the Distributor to the Company, whether by reference to the fees and payments which the Distributor receives from licensees or otherwise. 7.5 The Distributor shall be free to fix its own licence fees and annual support charges with licensees in respect of each End-User Agreement and any additional delivery, implementation and training fees. 7.6 If the Distributor fails to make any payment to the Company under this Agreement on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to receive from the Distributor interest on the amount outstanding on a daily basis at the rate of [***] per cent ([***]%) per annum above the base rate of Barclays Bank plc from time to time in force, such interest to be calculated from the date or last date for payment thereof to the date of actual payment (both dates inclusive). The provisions of this Clause 7.6 shall not apply to the payment to be made by the Distributor in accordance with Clause 7.1 to the extent that the Company fails to notify the Distributor of bank account payment details in accordance with Clause 7.2. 7.7 The Distributor shall furnish to the Company, at the same time the Distributor makes payment of Revenue Share Fees, a full and complete statement, duly certified by an officer of the Distributor to be true and accurate, showing the number of End-User

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Agreements entered into during the Quarter Period at issue, the gross license fees for each End-User Agreement (including details of the number of concurrent users referred to in each such agreement), any value added tax applicable to each End User Agreement, the Revenue Share Fee payable to the Company for each End User Agreement, and the total Revenue Share Fees payable to the Company on all End User Agreements for that period. 8. CUSTOMISED VERSION 8.1 The Company agrees that it shall at its sole cost and expense as soon as reasonably practicable and at any rate not later than 8 months after the date of execution of this Agreement:- 8.1.1 convert the Software to meet the requirements of the Specification set forth in Appendix B; and 8.1.2 provide Software Documentation in a form reasonably acceptable to the Distributor (acting in good faith and without delay). 8.2 As part of the works referred to in Clause 8.1 the Company shall integrate the Customer Relationship Management Product into the UK Core Software. 8.3 The Distributor may at its own cost and expense develop Distributor Software to interface with the UK Core Software including, but without limitation, such that the UK Core Software contains the following:- (a) Postal Address Files (b) BACS Files (c) CAP Files (d) Links with vehicle manufacturers marketing in the UK (e) such other files as ...