Software License Agreement

EXHIBIT 10.13


SOFTWARE LICENSE AGREEMENT
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(Unocal Agreement No. 09580)


SOFTWARE LICENSE AGREEMENT ("Agreement"), entered into by and between Union Oil Company of California doing business as Unocal with offices at 376 South Valencia, Brea, California 92621 ("LICENSOR") and National Auto/Truckstops, Inc., with offices at 1650 E. Golf Road, Schaumburg, Illinois 60196 ("LICENSEE").


WHEREAS, LICENSOR and LICENSEE have entered into an Asset Purchase Agreement, dated as of November 23, 1992 (the "Asset Purchase Agreement"); and


WHEREAS, each of LICENSOR and LICENSEE is obligated under the Asset Purchase Agreement to enter into this Agreement; and


WHEREAS, LICENSOR has developed and/or had developed for it a proprietary software program called Access 76 software comprised of source, object and executable code as well as related procedural code ("Licensed Programs"); and


WHEREAS, LICENSOR has developed the Licensed Programs for LICENSOR's own internal use and LICENSOR has not released the Licensed Programs for general distribution; and


WHEREAS, LICENSEE desires to acquire the Licensed Programs for its own internal use; and


WHEREAS, in order to enhance LICENSOR's relationship with LICENSEE, LICENSOR has agreed to provide a no-charge license to LICENSEE to use the Licensed Programs in accordance with the terms and conditions of this Agreement.


NOW, THEREFORE, in consideration of the foregoing premises and the covenants and promises in this Agreement, LICENSOR and LICENSEE hereby agree as follows:


ARTICLE I


PURPOSE


1.1 Each capitalized term used herein but not otherwise defined shall have the respective meaning assigned to it in the Asset Purchase Agreement.


1.2 LICENSEE voluntarily requests that LICENSOR license the use of the Licensed Programs to LICENSEE for LICENSEE to use the Licensed Programs at LICENSEE'S sole risk. LICENSEE acknowledges that the Licensed Programs are not


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released or intended by LICENSOR for general distribution and may contain known and unknown errors.


1.3 LICENSOR shall license to LICENSEE, at no charge, the Licensed Programs in source code form with some selected documentation sufficient for LICENSEE to make use of the Licensed Programs.


1.4 LICENSOR shall not provide maintenance, upgrade, and enhancement support or services for the Licensed Programs. LICENSOR is not in the trade or business of developing software such as the Licensed Programs and LICENSOR shall have no obligation to provide any support for the Licensed Programs regardless of whether or not it is released by LICENSOR as a commercial product for general distribution.


ARTICLE II


GRANT OF LICENSE


2.1 LICENSOR hereby grants to LICENSEE, and LICENSEE hereby accepts a nonexclusive, royalty-free license to install and use the Licensed Programs solely for LICENSEE's own internal use. LICENSOR hereby grants to LICENSEE the right to sublicense only the Access 76 portion of the Licensed Programs in object code form (not source code) to Operators, Resellers, franchisees or other Persons whether or not associated with the A/TS Network. LICENSOR agrees that it will not sublicense the source code to other Persons. Both parties agree that each will not grant any license or sublicense to the Access 76 portion for the Licensed Programs to any third party for use in a manner and marketing area likely to be in competition with the operations of the other party and/or its Affiliates.


2.2 LICENSEE may make a reasonable number of copies of the Licensed Programs solely for backup purposes and for purposes of sublicensing in accordance with Paragraph 2.1. LICENSEE shall place LICENSOR's copyright and/or proprietary rights notices on any such backup copies of the Licensed Program(s) which LICENSEE makes.


ARTICLE III


LICENSEE'S OBLIGATIONS


3.1 LICENSEE shall treat the Licensed Programs as the confidential trade secret of LICENSOR, and LICENSEE shall not disclose or make available the Licensed Programs in any form whatsoever to any third party, except for those employees, agents or sublicensees (as permitted under Paragraph 2.1) of LICENSEE that have agreed to use and keep confidential the Licensed Program(s) as provided in this


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Agreement. LICENSEE shall not use or sublicense the Licensed Prog ...