Software License And Distribution Agreement

THIS SOFTWARE LICENSE AND DISTRIBUTION AGREEMENT is made as of this 1st day of January, 1994 (the "Effective Date"), by and between CCS TECHNOLOGY GROUP, Inc. ("CCS"), a Florida corporation, and CCN MANAGEMENT SYSTEMS, INC. ("CCNMS"), a Florida corporation.


BACKGROUND


CCNMS desires to grant license rights to CCS and to appoint CCS as a distributor of certain software products identified in paragraph 1.1 below, throughout the Territory, as described below, and CCS desires to accept such license and appointment.


AGREEMENT


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


1. Definitions.


1.1. When used herein the term "TRAMS Software" shall mean the following
specific software products in executable object code and in source
code in a form of magnetic media designated by CCS, including
without limitation, all future versions of, and revisions, upgrades,
corrections, bug fixes, enhancements and modifications to such
software that are prepared by CCNMS and delivered to CCS, and that
CCS accepts to become part of the TRAMS Software:


(a) That certain software known as "TRAMS," used for basic editing,
warehousing, reject correction, suspense, settlement,
reformatting, and routing capabilities.


(b) That certain software known as "TRAMS/BC," used to perform
reporting and settlement functions for files received from or
sent to VISA and MasterCard bank card associations.


(c) That certain Software known as "TRAMS/DE"' used to enter, edit,
and balance transactions through non-programmable IBM 3270
terminals (or compatible equipment).


(d) That personal computer based system for the IBM OS/2 operating
system, known as "TRAMS/AG" used to allow the entry of record
formats, code segments. and other information necessary to
generate programs and tables which form a part of the modules
used with this system.


1.2. When used herein the term "CCS" shall mean CCS Technology Group,
Inc., a Florida corporation. Such term shall also include any entity
of which CCS owns at least fifty percent (50%) of the voting stock
or in which CCS has at least a fifty percent (50%) voting interest,
upon such entire agreement in writing to be bound by the provisions
of this Agreement to the same extent as CCS.


1.3. When used herein the term "Documentation" shall mean all written
instructional materials and other documents in both a printed form
and stored in a magnetic media delivered to CCS by CCNMS explaining
the operation of the TRAMS Software which shall be delivered by
CCNMS in a form suitable for good quality reproduction.


1.4. When used herein the term "Service Bureau" shall mean a company that
processes transactions for third parties.


2. Appointment of CCS.


2.1. CCNMS hereby appoints CCS, and CCS hereby accepts such appointment,
as a non-exclusive distributor of the TRAMS Software everywhere in
the world ("Territory").


3. Term of Appointment.


This Agreement shall commence on the Effective Date and shall continue perpetually, unless terminated strictly in accordance with the provisions of paragraph 12 below.


4. License of TRAMS Software.


4.1. Subject to the provisions of this Agreement, CCNMS hereby grants to
CCS a non-exclusive, transferable license (the "License"):
(a) To use and reproduce the TRAMS Software for internal purposes,
or in a Service Bureau environment for its customers throughout
the Territory. The foregoing shall include reproduction and
operations of the TRAMS Software on the equipment of others,
pursuant to contracts with CCS, provided that the TRAMS Software
is used for CCS's internal purposes or in a Service Bureau
environment.


(b) To sublicense and distribute the TRAMS Software, in part or in
whole, in a standalone environment, or integrated into or
otherwise made a part of other products to end user/licensees
located anywhere in the world;


(c) To use the TRAMS Software for demonstration purposes to any
party whatsoever:


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(d) To create derivative works and to modify, rewrite, improve or
borrow from the TRAMS Software in any way;


(e) To reproduce the TRAMS Software, Documentation and marketing
materials of CCNMS for demonstration purposes and to distribute
the TRAMS Software and Documentation to licensee/ end users
through CCS' employees, or through CCS' contractors,
distributors, sales agents or dealers (collectively, "Dealers");
provided, however, except as currently used to protect
proprietary rights of CCNMS, or its affiliates, that the name of
CCNMS or any of its affiliates shall not be included or
reproduced on any of such materials unless specifically
authorized or required by CCNMS, or its affiliates, in writing.
Except for the marks identified in Schedule A, in no event shall
CCS use the name of CCNMS or any of its affiliates, or any of
their respective marks. names or logos, in connection with the
license, distribution or marketing of the TRAMS Software or any
other product, unless specifically approved in advance by CCNMS
or such affiliate in writing.


(f) To use the TRAMS Software for support and sales services; and


(g) To distribute the TRAMS Software and Documentation through CCS's
Dealers.


4.2. The License shall terminate only as provided in paragraph 12.1
below.


4.3. Within twenty (20) days after execution of this Agreement, CCNMS
shall provide to CCS one (1) copy of the computer codes (source
codes and object codes) for the TRAMS Software and all of the
Documentation and other operational material for the TRAMS Software
that is in the possession of CCNMS, through May 31, 1994, which
codes shall be maintained in accordance with the confidentiality
provisions of this Agreement.


4.4 In conjunction with the licenses granted in paragraph 4.1 above:


(a) CCNMS shall provide to CCS computer codes (source code and
object code) for all revisions, bug-fixes, updates,
improvements, modifications, and enhancements (the
"Updates") that may be made to the TRAMS Software or
Documentation by or on behalf of CCNMS during the term of this
Agreement, promptly after the creation of such Update and
release thereof to other customers. CCNMS, however, shall be
under no obligation to maintain, correct or fix the TRAMS
Software, or to maintain its compatibility with any other
programs or any equipment.


(b) Notwithstanding anything to the contrary in Sections 4(a)
above, CCNMS shall not be required, under any circumstances,
to perform in accordance


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with such provisions with respect to CCNMS customized client
specific enhancements


5. Trademark License.


5.1. CCS is hereby granted a non-exclusive license to use the trade
names, trademarks, and logos of CCNMS that relate to the TRAMS
Software and identified in Schedule A, but only in connection with
the advertisement, promotion, and license of TRAMS Software and
Documentation (the "Trademark License"). CCNMS hereby agrees to
reasonably attempt to register the "TRAMS" mark promptly in all
jurisdictions in which it is used.


5.2. The Trademark License shall terminate only upon, and simultaneously
with, the termination of all of the licenses granted herein.


6. Manner of Distribution; Other Matters.


6.1. In the event an end user/licensee licenses the TRAMS Software from
CCS or from any of its Dealers, CCS shall make a copy of the TRAMS
Software for delivery to such end user/licensee. CCS shall only make
those copies of the TRAMS Software, which in its sole discretion
reasonably exercised, are necessary for deliveries to the end
user/licensee for those purposes described in paragraph 4.1 above,
or for archival or backup purposes.


6.2 Subject to paragraph 6.4, CCS shall have exclusive authority and
control over the establishment of all (a) license fees and
maintenance fees charged to end user/licensees of the TRAMS
Software, who license the TRAMS Software from CCS and (b) terms and
conditions of all license agreements and maintenance agreements
between CCS and the end user/licensee of the TRAMS Software.


6.3 Subject to paragraph 6.4, CCS shall have exclusive control over the
methods employed by CCS to market, promote, and distribute the TRAMS
Software.


6.4. Any distribution or license of the TRAMS Software, Documentation, or
any part thereof, to a Dealer or to any end user/licensee, shall be
pursuant to written agreements ("Distribution or License
Agreements") which provide, among other things, that the Dealer or
end user/licensee (as applicable) will maintain the confidentially
of the distributed software and documentation, and that the Dealer
or end user/licensee will reproduce any and all confidentiality,
copyright and other notices on the distributed software or
documentation to the extent that copies thereof are permitted. All
Distribution and License Agreements shall contain confidentiality
and other provisions regarding the protection of software and
documentation distributed thereunder which are no less favorable
than distribution and license agreements for other products of CCS.
CCS further agrees that any distribution or license of the TRAMS
Software, Documentation, or any part


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thereof, will be for license or distribution fees that have not been
reduced by a corresponding increase in other fees (including,
without limitation, installation, training, maintenance, support,
development, or other services) the effect of which is merely to
lower the amounts due to CCNMS under this Agreement.


6.5. Daniel Stavros, D.J. Youngblood Stavros, TranSys Corporation and
CCNMS, and their affiliates, hereby agree to cooperate and use their
best efforts to obtain the consent, approval and assignment of all
contracts identified on Schedule C ("Third Party Contracts") to CCS
from all persons or entities executing such Third Party Contracts
and as are reasonably requested by CCS. It is understood that CCNMS
may engage in the principal efforts to seek all such consents,
but TranSys Corporation agrees to cooperate fully and assist all
parties in obtaining such approvals, consents and assignments with
respect to the Third Party Contracts to the reasonable satisfaction
of CCS and its counsel.


6.6. Upon receipt by CCS of a third party consent (the "Consent Date") to
the assignment and assumption of a Third Party Contract set out on
Schedule C to CCS in executed in form reasonably satisfactory to CCS
and its counsel ("Third Party Consent"), CCS agrees to assume and
perform all obligations of CCNMS under such Third Party Contract
through the termination of such Third Party Contract. CCS hereby
indemnifies and holds harmless CCNMS, CCN Group, Ltd. and their
affiliates, and their respective officers, directors, employees and
agents, against and in respect of any and all loss, damage,
liability, cost and expense, including reasonable attorneys' fees,
suffered or incurred by all or any of them on and after each
applicable Consent Date resulting from any claims, liabilities,
obligations, damages and expenses with respect to the Third Party
Contract to which the Third Party Consent relates, including without
limitation, that specific Guaranty under the General Electric
Company Contract which CCN Group, Ltd. executed as guarantor in
favor of a licensee and those specific CCN Group, Ltd. guarantees
set out on Schedule D, copies of which are attached thereto.
CCNMS represents and warrants to CCS that it has not breached or
caused a default under any of the Third Party Contracts to which it
is a party. CCNMS hereby indemnifies and holds harmless CCS, TranSys
Corporation and their respective affiliates and their respective
officers, directors, employees, and agents, against and in respect
of any and all loss, damage, liability, cost and expense, including
reasonable attorneys' fees, suffered or incurred by all or any of
them, and


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arising out of any claims, liabilities, obligations, damages and
expenses with respect to a breach by CCNMS or its affiliates of a
Third Party Contract prior to the applicable Consent Date, provided
however, with respect to CCS, only to the extent such breach does
not arise out of any action or non-action by CCS pursuant to Section
6.7 below. TranSys Corporation, Dan Stavros, and D. J. Stavros
hereby jointly and severally indemnify and hold harmless CCNMS and
its respective affiliates and their respective officers, directors,
employees and agents, against and in respect of any and all loss,
damage, liability, cost and expense, including reasonable attorneys'
fees suffered or incurred by all or any of them, and arising out of
any claims, liabilities, obligations, damages and expenses with
respect to the breach by all or any of them under any Third Party
Contract prior to the Consent Date, including, without limitation,
Third Party Contracts entered into by CCNMS and serviced and
maintained by TranSys Corporation. TranSys Corporation, Dan Stavros,
and D.J. Stavros hereby jointly and severally indemnify and hold
harmless CCS and its respective affiliates and their respective
officers, directors, employees and agents, against and in respect
of any and all loss, damage, liability, cost and expense, including
reasonable attorneys' fees suffered or incurred by all or any of
them, and arising out of any claims, liabilities, obligations,
damages and expenses with respect to the breach by all or any of
them under any Third Party Contract prior to the Consent Date,
including, without limitation, Third Party Contracts entered into
by CCNMS and serviced and maintained by TranSys Corporation.


6.7. Notwithstanding anything contained in this Section 6.6 to the
contrary, CCS hereby agrees, as solely between CCS and CCNMS,
beginning July 1, 1994, to perform the maintenance responsibilities
on behalf of CCNMS with respect to the Third Party Contracts through
and including termination of such Third Party Contracts.


6.8. All maintenance fees due from First Star Information Services
Corporation through April 28, 1995, and all fees with respect to
Toronto Dominion Bank through July 15, 1995 (April 28, 1995 and
July 15, 1995, respectively, "Paid Through Dates"), shall remain
due and payable to CCNMS and any part thereof received by CCS,
TranSys Corporation, Dan Stavros or D. J. Stavros shall be
immediately remitted to CCNMS. All other maintenance and other
fees due with respect to Third Party Contracts shall be collected
by and paid to CCS and any party coming into possession of such
fees shall immediately remit them to CCS. Daniel Stavros, D. J.
Stavros and TranSys Corporation jointly and severally warrant that,
all Third Party Contracts are in full force and effect without
default, and all fees due under all Third Party Contracts have been
collected through the respective Paid Through Dates and no other
fees have been paid or received for services after the Paid Through
Dates for the respective agreements.


6.9. Dan Stavros, D.J. Stavros, TranSys Corporation and CCNMS, and their
affiliates, jointly and severally, hereby release, acquit and
forever discharge CCS, from and against any and all claims,
demands, suits, controversies, losses, damages, costs, expenses
(including without limitation, attorneys' fees and expenses of
litigation), debts, obligations or liabilities, of any sort
whatsoever, contingent or fixed, known or unknown, arising directly
or indirectly out of, or in any way in connection with that certain
Heads of Agreement dated December 1, 1992, or the relationships
created thereby from the beginning of time through and for all time.


6.10.From time to time after the execution of this Agreement, Dan
Stavros, D. J. Stavros, TranSys Corporation, and CCNMS and its
affiliates agree to use their


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best efforts to execute and deliver such other instruments of
conveyance, assignment, consent, transfer and delivery and
will take such other actions as reasonably requested by any other
party in order to more effectively obtain the approval, consent,
transfer, convey, assign and deliver to CCS, and permit CCS to
take possession and control, of the Third Party Contracts or to
enable CCS to exercise and enjoy all rights and benefits and to
assume the obligations under such Third Party Contracts.


7. Royalties.


7.1 Within the earlier of: (i) thirty (30) days after invoicing or
(ii) ten (10) days after receipt by CCS of the license fee charged
by CCS or a Dealer to the end user/licensee of TRAMS Software
(exclusive of reasonable fees that may be charged for installation,
training, maintenance, and support) CCS shall pay to CCNMS
royalties as provided for in Schedule B, attached hereto. Invoicing
shall occur no later than the date of the TRAMS Software is used in
a production environment by an end user. In the event CCS fails to
make a Royalty payment within twenty-one (21) days after such
payment is due, such overdue amount shall bear interest from the
date such payment was due at the U.S.A. prime rate as announced in
the Wall Street Journal on the date twenty-one (21) days after the
day such payment was due. In the event an audit conducted pursuant
to paragraph 11 below reveals the failure of CCS to make a Royalty
payment, the interest provisions of Paragraph 11.2 below shall
supersede the provisions of this paragraph relating to the payment
of interest.


7.2 Notwithstanding CCS' right to establish the license fee to be paid
by any particular end user/licensee, the Royalty to be paid on
account of a sublicense granted by CCS of TRAMS Software shall be
in accordance with Schedule B attached hereto and made a part
hereof.


7.3 The parties acknowledge and agree that CCS intends to enhance and
modify the TRAMS Software code on an ongoing basis and that the
Royalties provided for should be adjusted to reflect the CCS
contributions to the TRAMS Software code functionality and
capabilities. The method for adjusting the Royalties owed by CCS
shall be as follows:


(a) Royalties shall be reduced only as a result of modifying the
TRAMS Software, not by attaching the TRAMS Software, or parts
thereof, to another CCS application;


(b) The minimum Royalties provided for in Schedule B shall not
change until the TRAMS Software has been modified and enhanced
so that the number of lines of code contained in the Base Line
Release constitutes less than six percent (60%) of the
enhanced version;


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(c) Modifications and enhancements to the Base Line Release shall
be measured on a module-by-module basis (the modules being
defined in Section 1.1 hereof) or combinations thereof. For
example, if TRAMS/BC has 1,000 lines of code in the Base Line
Release and CCS adds an additional 1,000 lines of code to the
TRAMS/BC, then the Base Line Release shall constitute fifty
percent (50%) of the new TRAMS/BC.


(d) When the Base Line Release code of a given module no longer
constitutes at least sixty percent (60%) of the new module,
the Royalties owed pursuant to Schedule B shall be calculated
based on the percentage that the Base Line Release code is of
the enhanced module code.


For example:


Base Line Release code (whether
or not used in the enhanced model) = 1,000 lines
Enhanced Module Percentage = 2,000 lines
Percentage = 50%


So that fifty percent (50%) of the Ro ...