Adzone Research, Inc. (fka ADZR)

[naztrader55]

long post test- Raytheon contract

EXHIBIT 10.9
SYSTEMS INTEGRATOR AGREEMENT


Adzone Research Raytheon Company
1768 Business Center Drive
Reston, VA 20190

Point of Contact: Dan Wasserman Point of Contact: Cordell Hansen
Telephone: [phone] Telephone: [phone]
Email: [e-mail] Email: [e-mail]

--------------------------------------------------------------------------------

1. DEFINITIONS

1.1 "Licensed Products" shall refer to those proprietary Adzone
computer software products (including related user
documentation) described on Exhibit A. Licensed Products shall
also include all updates, enhancements, and modifications to
the Licensed Products which are provided by Adzone to
Integrator.

1.2 "End-User" shall mean an individual, corporation, partnership
or other entity which has sub-licensed a Licensed Product from
Integrator.

1.3 "Effective Date" shall mean the date of the last signature
affixed to this Agreement.

2. LICENSE GRANT

2.1 Limited License. Subject to the terms and conditions of this
Agreement, Adzone grants to Integrator the right to promote,
resell and support the Licensed Products on a non-exclusive
basis to all United States Commercial and Federal government
entities in North America.

2.1 Prohibition Against Assignment. Integrator shall not assign or
subcontract any of its duties or obligations under this
Agreement, without the prior written consent of Adzone.

3. OBLIGATIONS OF INTEGRATOR

3.1 End-User Agreements. Integrator shall sublicense the Licensed
Products to End-Users only pursuant to terms and conditions,
which are substantially the same as the software license
agreement attached as Exhibit B to this Agreement ("Software
License Agreement"). Adzone shall have no liability or
obligation for any change or amendment to the Software License
Agreement which has not been approved by Adzone in writing.

3.2 Proposal Commitment. Adzone and Integrator agree that the
relationship between the parties is non-exclusive.
Notwithstanding this relationship, Integrator and Adzone agree
to use their best efforts to use the Licensed Products in any
integration opportunity that is proposed by either party.

4. SUPPORT OF LICENSED PRODUCTS

4.1 Integrator Support. Integrator shall, at its expense, provide
to End-Users support and maintenance services, including, but
not limited to assistance in the installation, operation, and
use of the Licensed Products, training, answering questions,
explaining operation procedures and devising workarounds to
solve End-User problems.

4.2 Support Services. Adzone shall supply technical support and
maintenance services to the Integrator for the Licensed
Products ("Support Services") upon payment of the maintenance
fees outlined in Exhibit C.





4.3 Enhancements Requested by Integrator. Adzone will consider
developing specialized enhancements to the Licensed Products
requested by Integrator on a case-by-case basis. Adzone
reserves the right in its discretion to accept or reject
development of such specialized enhancements. If Adzone agrees
to develop the specialized enhancements it shall provide
Integrator with a written proposal describing the scope,
timing and prices of such development efforts. All
enhancements developed by Adzone pursuant to this subsection
shall be subject to the terms and conditions of this
Agreement.

5. PRICE AND PAYMENTS

5.2 Licensed Products. Integrator shall pay Adzone, then current
commercial list price for the authorized Licensed Products
less a discount that is mutually agreeable by both parties on
an order-by-order basis.

5.3 Pricing Changes.


5.3.1 The pricing contained within this Agreement are
subject to change by Adzone at any time. Increases in
prices shall not become effective as to Integrator
for at least sixty (60) calendar days from
Integrator's receipt of written notice of such
increase. All Licensed Products shipped on or after
the date of any price decrease will be shipped or
provided and invoiced at the price in effect at the
time of shipment.

5.3.2 In the event Integrator has submitted a proposal in
response to a government or commercial solicitation,
and said proposal was submitted prior to receipt of
any Adzone price increase, Adzone's list price at the
time the proposal was submitted by the Integrator
shall remain fixed through the initial validity
period as set forth in the proposal. Integrator
agrees that any subsequent proposal extension(s) or
contract award(s) where the proposal validity period
had been extended after notice of a price increase by
Adzone will be subject to Adzone's then current list
price for the Licensed Products and/or Support
Services.

5.4 Payments and Late Charges. All payments due under this
Agreement shall be made in United States Dollars and due net
30 days from the invoice date. Late payments shall bear
interest on the sum due, from the date due, at the rate of one
and one-half percent (1-1/2%) per month or the highest rate
permitted by law, whichever is greater.

6. LICENSED PRODUCTS ORDERS

6.1 Purchase Orders.


6.1.1 Integrator shall send a separate written purchase
order ("P.O.") to Adzone for every End User sale
prior to the installation and integration of the
Licensed Product. Each P.O. must contain the End
User's name and address, part numbers and quantities
for the Licensed Products, and any other deliverables
to be supplied under this Agreement. All P.O.'s shall
be subject to acceptance by Adzone and shall not be
binding until the earlier of receipt by Integrator of
written notice of Adzone's acceptance of such order
or shipment of such order, and in the case of
acceptance by shipment, only as to the portion of the
order actually shipped.

6.1.2 In the event Integrator has sold maintenance or
support to the End User for the Licensed Products,
the P.O. shall include the corresponding annual
maintenance charge.

6.1.3 All P.O.'s shall be in accordance with the terms and
conditions of this Agreement. No other conditions or
modifications of such terms and conditions, including
those set forth in Integrator's P.O.'s, will be
effective unless specifically agreed to in writing by
both parties. Adzone's failure to object to
provisions contained in any P.O. or other
communication from Integrator shall not be construed
as a waiver of this subsection

6.2 Taxes. Integrator shall pay any and all taxes, license fees,
assessments, customs, or other duties and fees paid or payable
upon Adzone's sale or shipment of Licensed Products, provided,
however, that Adzone shall be liable for payment of all taxes
levied on its net income arising out of or related to this
Agreement.






7. TRADEMARK USAGE

7.1 Use of Trademarks. During the term of this Agreement,
Integrator shall have the right to indicate to the public that
it is an authorized reseller of Adzone's Licensed Products and
Support Services and to advertise such Licensed Products and
Support Services under the trademarks and trade names that
Adzone may adopt from time to time, including but not limited
to those set forth on Exhibit A. Integrator shall not alter or
remove any of Adzone's trademarks from the Licensed Products.
Nothing in this Agreement shall grant to Integrator any right,
title or interest in Adzone's trademarks. At no time during or
after the term of this Agreement shall Integrator challenge or
assist others to challenge Adzone's trademarks or the
registration, of Adzone's trademarks, or attempt to register
any trademarks or trade names confusingly similar to those of
Adzone.

7.2 Prior Approval. All representations of Adzone's trademarks
that the Integrator intends to use shall first be submitted to
Adzone for approval (which shall not be unreasonably withheld)
of design, color and other details or shall be exact copies of
those used by Adzone.

8. DISCONTINUANCE/ADDITIONS OF THE LICENSED PRODUCTS

Adzone may discontinue any of the Licensed Products by giving Integrator not
less than ninety (90) days written notice prior to such discontinuance. New
Licensed Products may be added to Exhibit A from time to time during the term of
this Agreement with reasonable prior written notice to Integrator. The terms and
conditions of this Agreement shall apply to any new Licensed Products.
Integrator may qualify to resell new Licensed Products by meeting any additional
demonstration and training requirements of Adzone related to such new Licensed
Products.

9. PROPRIETARY RIGHTS RESTRICTIONS

Integrator shall not, under any circumstances, reverse assemble or reverse
compile the Licensed Products, in whole or in part, nor will Integrator use any
mechanical, electronic or other methods to trace, decompile, disassemble, or
identify the source code (inclusive of literal content, structure, organization,
concepts, technology and methods) of the Licensed Products, in whole or in part.
Integrator shall not take any action that infringes or is inconsistent with any
of Adzone's rights in or to any of the Licensed Products or any patents,
copyrights, trademarks, trade names, trade secrets or other related proprietary
rights.

10. WARRANTIES

10.1. Standard Limited Warranty. Integrator shall pass on to
End-Users Adzone's standard limited warranty for the Licensed
Products, including the limitations set forth in Exhibit B.

10.2 Disclaimer of Warranties. Adzone does not warrant that the
functions contained in the Licensed Product or in any update
will meet the requirements of the Integrator or End-Users or
that the operation of the Licensed Product or update will be
uninterrupted or error free. The warranty does not cover any
copy of the Licensed Product or any updates which has been
altered or changed in any way by the Integrator, the End-User,
their employees or agents. Adzone is not responsible for
problems caused by changes in or modifications to the
operating characteristics of any computer hardware or
operating system for which the Licensed Product or an update
is acquired, nor is Adzone responsible for problems which
occur as a result of the use of the Licensed Product in
conjunction with software or with hardware which is
incompatible with the operating system for which the Licensed
Product is being acquired. ADZONE DISCLAIMS ANY AND ALL
IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL ADZONE OR ANY OF ITS DIRECTORS, OFFICERS, AGENTS,
EMPLOYEES OR ADVISORS BE LIABLE IN CONTRACT OR IN TORT (INCLUDING,
WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE) OR FOR ANY
WARRANTY OR UPON ANY OTHER LEGAL OR EQUITABLE GROUND FOR ANY LOSS OF
USE, PROFIT OR REVENUE, OR FOR ANY LOSS OR EXPENSE, OR ANY DIRECT,
INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR
OTHER DAMAGES INCURRED OR SUFFERED, IN CONNECTION WITH THIS AGREEMENT
OR ANY OF THE LICENSED PRODUCTS OR SUPPORT SERVICES. IN THE EVENT THAT
ANY LICENSED PRODUCT FAILS OR IS REJECTED, THE EXCLUSIVE REMEDY SHALL
BE, AND ADZONE SHALL ONLY BE RESPONSIBLE FOR THE CORRECTION OR
REPLACEMENT OF SUCH LICENSED PRODUCT OR THE RETURN OF ANY FEE PAID TO
ADZONE FOR LICENSING SUCH LICENSED PRODUCT. THE LIABILITY OF ADZONE FOR
ANY CLAIM, LIABILITY, DAMAGE, PENALTY, LOSS OR EXPENSE IN RESPECT OF
SUCH LICENSED PRODUCT SHALL BE LIMITED IN AMOUNT TO THE FEE PAID TO
ADZONE FOR LICENSING SUCH LICENSED PRODUCT.

12. TERM

The Agreement shall commence on the Effective Date and remain in effect for a
period of one (1) year ("Initial Term"). Thereafter, this Agreement shall
automatically renew on its anniversary date for successive one (1) year terms,
unless either party notifies the other of its intention not to renew at least
thirty (30) days before such anniversary date or the Agreement is otherwise
terminated as provided below.

13. TERMINATION

13.1 Termination by Adzone. Adzone shall have the right to
terminate this Agreement at any time effective upon sixty (60)
days written notice to Integrator. In addition, Adzone may
terminate this Agreement immediately by notice in writing if:
(i) Integrator fails to pay sums when due under the terms of
this Agreement; or (ii) Integrator violates Adzone's
proprietary rights.

13.2 Termination for Bankruptcy, Insolvency or Material Breach.
Either party may terminate this Agreement immediately by
notice in writing to the other if: (i) a receiver is appointed
for the other party's business or assets; or (ii) the other
party becomes or threatens to become or is at risk of becoming
insolvent or begins bankruptcy proceedings; or (iii) if any
substantial part of the other party's property becomes subject
to any levy, seizure, assignment, application or sale by any
creditor or governmental agency and materially affects such
party's ability to perform its obligations under this
Agreement; or (iv) one party defaults on any of its
obligations under this Agreement, the other party shall give
written notice of such default, and, if the party in default
has not cured the default within thirty (30) days of the
notice, the other party shall have the right to terminate this
Agreement.

13.3 Effect of Termination or Expiration. Upon termination or
expiration of this Agreement, Integrator shall: (a) make such
disposition of price and Licensed Product lists, advertising
materials and other materials furnished by Adzone to
Integrator as Adzone may direct; (b) cease using any Adzone
trademark, trade name, or other proprietary rights in
association with the Licensed Products and Support Services;
and (c) certify in writing within ten (10) days of termination
or expiration that Integrator has complied with the provisions
of clauses (a) and (b) of this subsection. Adzone may, in its
sole discretion, agree to fulfill orders accepted by Adzone
prior to termination or expiration, subject to Adzone's right
to require prepayment for such orders. Termination or
expiration of this Agreement shall not affect rights of
End-Users to use the Licensed Products in accordance with the
terms and conditions of their Software License Agreements.

13.4 Other Remedies. Termination of this Agreement shall be in
addition to any other remedies which either party may have
under this Agreement or otherwise.

13.5 Survival. The provisions of subsections 5.4, 6.2, 10.2, 13.3,
13.4, and 13.5 and Sections 9, 11, 14 and 15 shall survive any
termination or expiration of this Agreement.

14. CONFIDENTIALITY

14.1 Definition. Both parties acknowledge that during the term of
this Agreement they may be provided with certain confidential
information belonging to the other party. For purposes of this
Agreement the term "Confidential Information" shall include,
but not be limited to, trade secrets, ideas, processes,
programs source code, formulas, materials, substances, sources
of supplies, technology, research, know-how, improvements,
discoveries, developments, designs, inventions, techniques,
marketing plans, strategies, forecasts, new products,
unpublished financial statements, budgets, projections,
prices, costs, customer lists, marketing information and
strategies.

14.2 Exclusion. Notwithstanding the provisions of subsection 14.1,
the term "Confidential Information" shall not include any
information or material that is: (a) already in the possession
of the other party, its subsidiaries, employees or agents
without prior restrictions; (b) independently developed by the
other party, its subsidiaries, employees or agents; (c)
publicly disclosed by the other party; or (d) made available
by the other party, its subsidiaries, employees or agents to
others without restriction.




14.3 Obligations. Integrator and Adzone agree they will not: (a)
disclose Confidential Information except to their respective
subsidiaries, employees and agents who require access to such
Confidential Information to perform their respective tasks,
and/or (b) use any such Confidential Information except for
the purposes expressly provided in this Agreement. The
standard of care to be utilized by each party in its
obligations of nondisclosure and restricted dissemination
shall be the standard of care utilized by each party in
handling its own information of like sensitivity which is not
intended for public disclosure or dissemination to third
parties.

15. GENERAL PROVISIONS

15.1 Equitable Remedies. Integrator agrees that Adzone's rights in
and to the Licensed Products and the Confidential Information
(as defined in this Agreement) are unique and that the
remedies at law are insufficient to compensate Adzone for any
infringement of such rights. Adzone shall be entitled to such
injunctive and other equitable relief as may be necessary to
protect, maintain, defend, enforce and preserve such rights,
but shall not be precluded from obtaining any remedy at law in
respect of such rights.

15.2 No Agency Relationship. Integrator acknowledges it intends to
distribute the Products to End-Users for Integrator's own
account and that this Agreement does not create an agency,
joint venture, or partnership relationship between Adzone and
Integrator. Integrator further acknowledges that it has no
authority to act for or to bind Adzone in any way, to execute
agreements on behalf of Adzone or to represent that Adzone is
in any way responsible for Integrator's actions or omissions.

15.3 Notices. All notices and demands of any kind provided for in
this Agreement shall be given in writing and shall be
effective when either served by personal delivery or upon
receipt, via mail, return receipt requested, or next day air
service, postage prepaid, or facsimile at the addresses listed
in this Agreement

15.4 Governing Law. This Agreement shall be governed by and
construed in accordance with the substantive laws of the State
of New York, U.S.A., without regard to its principles of
conflicts of law and the parties agree to submit to the
jurisdiction of the appropriate state or federal court located
in the State of New York.

15.5 Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties to this Agreement and their
successors and assigns. However, this Agreement shall not be
assignable by Integrator without Adzone's prior written
consent, which Adzone may withhold in its absolute discretion.
Any assignment of this Agreement by Integrator without such
consent shall be null and void.

15.6. Legal Actions. Integrator agrees to safeguard all proprietary
rights of Adzone and licensing commitments to the Licensed
Products. Integrator agrees to notify Adzone promptly of any
legal notices, claims or actions directly or indirectly
relating to the Licensed Products. Integrator agrees not to
enter into or compromise any legal action or other proceeding
relating to the Licensed Products without the prior written
consent of Adzone.

15.7 Audit Rights. At Adzone's own expense, Adzone shall be
entitled to an annual audit of Integrator's records by an
independent firm of certified public accountants, certifying
that the P.O.(s) provided to Adzone under this Agreement are a
true and fair representation of the payments due to Adzone as
required by this Agreement. Selection of an independent
auditor will be at the sole discretion of Adzone. In the event
the audit proves that the P.O.(s) provided and fees paid to
Adzone were deficient, Integrator agrees to reimburse Adzone
for the deficiency as well as any late charges. In the event
the deficiency is deficient by ten percent (10%) or more,
Integrator agrees to reimburse Adzone for the deficiency as
well as any late charges and the reasonable costs of the
accountants conducting the audit.

15.8 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the
remaining provisions of this Agreement in that jurisdiction or
affecting the validity or unenforceability of such provision
in any other jurisdiction.

15.9 Entire Agreement. This Agreement, together with the contents
of the attached Exhibits (which Exhibits are incorporated by
reference), contains the entire understanding of the parties
with respect to the subject matter of this Agreement and
supersedes all prior agreements relating to such subject
matter, written or oral, between the parties. Amendments to
this Agreement must be in writing and signed by the duly
authorized officers of the parties.




15.10 Export Restrictions. The export, distribution and disclosure
of the Licensed Products are subject to United States Export
Administration Regulations

15.11 Attorney's Fees. In the event of any litigation or arbitration
between the parties arising out of or related to this
Agreement, the prevailing party therein shall be entitled to
recover its costs and attorney's fees


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the Effective Date:


Adzone Research Raytheon Company


By: /s/ DANIEL WASSERMAN By: /s/ CORDELLHANSEN
---------------------------- ------------------------------

Name: Daniel Wasserman Name: Cordell Hansen
-------------------------- ----------------------------

Title: Executive Vice President Title: Subcontracts Administrator
------------------------ --------------------------

Date:June 21, 2002 Date: June 21, 2002


Exhibits to this Agreement:
--------------------------

Exhibit A -Licensed Product
Exhibit B - Form of Software License Agreement
Exhibit C - Startup Costs




EXHIBIT A

Authorized Licensed Products


1. AdZone Online Custom Research Systems

AdZone Research, Inc., based in Riverhead, NY has developed a system for
tracking events that occur on web pages. Currently they track events from 30
different countries. Actual results can range from short-term postings, to
"hidden in plain sight" links, to modified segments in graphics or sound files,
to unauthorized additional scripting in the text-based headers, etc.

The AdZone NetGet(TM) technology is based on an extremely open platform that is
composed of four integrated elements:

Crawler
Artificial Intelligence agent (AI)
Database
Report generator

The Crawler was specifically designed to be language independent and format
transparent (i.e. enhanced with steganographic capabilities). After it's initial
pass, a baseline is established against which all future deviations are both
identified and stored. Furthermore, it immediately engages the AI agent to
follow all the links it finds on targeted web pages. These are then aggregated
and analyzed to determine if historical data needs to be re-examined (to re-open
prior trails) and to "learn" new strategies on a going-forward basis. Finally,
these two elements (Crawler and AI agent) are able to both cycle on a
non-standard, yet effectively continuous, basis so that the target sites do not
see unusual levels of activity. The system has the capability to "peer" within
all types of content (graphics, multimedia, scripts, etc.) to look for
information, which may be hidden therein.

All the subsequent data is stored in a specially designed database structure
composed of fifty-plus interwoven sub-bases. This facilitates the operation of
the AI agent while providing a panoply of reports that can be generated.

In its current application (the analysis of competitive advertising messages on
the Internet) the system tracks 500,000 URLs, but is fully scalable to 30
million for anti-terrorism applications.

The end user will receive data and custom tools, as required, for each
individual situation along with integration and/or export functionality to
second level data manipulation software such as Excel, Access, FoxPro, Progress,
Oracle, KMVS (Raytheon), etc.




EXHIBIT B

Form of Software License Agreement

ADZONE RESEARCH SOFTWARE LICENSE

This Software License Agreement is made by and between Adzone Research.
(hereinafter "Adzone"), a corporation organized and existing under the laws of
the state of Delaware, with its principal place of business at 211 Roanoke
Avenue, Riverhead, NY 11901, and Raytheon Company Imagery and Geospacial Systems
Division (hereinafter "Customer"), a corporation organized and existing under
the laws of the state of Texas, with its principal place of business at 1200
Jupiter Road Garland, Texas 75042.

This Agreement consists of (1) the accompanying Terms and Conditions and (2) one
or more Program Descriptions adopted from time to time with reference to this
Agreement.

A separate Program Description will apply to each Program licensed from Adzone
under this Agreement. The Program Description will identify the Program and
indicate the Designated Location, License Fees, Term of License, and
Implementation Schedule for that Program. Each Program Description will refer to
this Agreement and will become effective as an integral part of this Agreement
upon its execution by both you and Adzone.

Adzone also offers, by separate agreements, annual maintenance services and a
source code escrow for each Program.

BY SIGNING BELOW, IT IS AGREED THAT THIS AGREEMENT, INCLUDING THE ACCOMPANYING
TERMS AND CONDITIONS, AND THE PROGRAM DESCRIPTIONS ADOPTED HEREUNDER, IS THE
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND
SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER
COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF. THIS
AGREEMENT SHALL BECOME EFFECTIVE WHEN IT AND AN INITIAL PROGRAM DESCRIPTION ARE
ACCEPTED AND EXECUTED BY YOU AS THE CUSTOMER AND APPROVED AND EXECUTED BY
ADZONE.




Accepted By: Approved By:

Raytheon Company Adzone Research
---------------------------------- ----------------------------------

By: By:
------------------------------- ------------------------------

Name: Cordell Hansen Name:
---------------------------- ----------------------------

Title: Subcontracts Administrator Title:
--------------------------- ---------------------------

Date: Date:
----------------------------- -----------------------------






TERMS AND CONDITIONS

1. General. "You" means the single end-user customer organization signing this
Agreement. Your license shall extend to your affiliates, if so provided in the
Program Description and to the extent so provided, so long (and only so long) as
they remain under your control (in the sense that you own or control, directly
or indirectly, stock or other interest in the affiliate representing more than
fifty percent (50%) of the aggregate stock or other interest entitled to vote on
decisions reserved to a vote by owners of such stock or other interest).

2. License Grant. Unless otherwise provided in the Program Description, This
Agreement permits you to use one copy of the specified version of the Adzone
software product identified in the Program Description ("Program") on the single
computer for which the appropriate License fee was paid, provided the Program is
in use on only one computer at any time by only the number of users for which
you have paid a License fee. Concurrent use on two or more computers is only
authorized to the extent that you have acquired such authorization by the
payment of the appropriate license fees. If the anticipated number of users of
the Software will exceed the number of applicable Licenses, then you must have a
reasonable mechanism or process in place to assure that the number of persons
using the Software concurrently does not exceed the number of Licenses.

Unless otherwise provided in the Program Description, you may not use the
Program(s) to process accounts or records or to generate output data for the
direct benefit of, or for purposes of rendering services to, any other business
entities or organizations.

3. Object Code. Unless otherwise provided in the Program Description, the
Program(s) are provided in and may be used in machine-readable object code form
only.

4. Back-up Copies. You may make one (1) copy of each Program in
machine-readable, object code form, for nonproductive backup purposes only,
provided that you reproduce and include Adzone's copyright notice and
proprietary legend on each backup copy. Each backup copy must be stored in a
safe and secure location. All copies of all Programs must be accounted for upon
Adzone's request.

5. End-User Materials. End-User Materials that accompany the Program(s) are
provided solely to support your authorized use of the Program(s). You may not
use, copy, modify, or distribute the End-User Materials, or any copy,
adaptation, transcription, or merged portion thereof, except as expressly
authorized by Adzone by separate written agreement.

6. Term of License. The Term of your license for each Program is indicated in
the applicable Program Description. Upon expiration of the Term, each license is
renewable for successive renewal terms of the same length, at your option and
upon payment of Adzone's then-current license fee.

7. Delivery. Adzone will use its best efforts to deliver each Program in
accordance with the Delivery Schedule included in the applicable Program
Description. Adzone will not be responsible for delays caused by events or
circumstances beyond its reasonable control. You are responsible for obtaining
computers and operating systems compatible with the Program(s), as shown in the
technical specifications for each Program. Installation shall be complete when a
copy of the Program has been installed on your computer system at the Designated
Location and the Program is activated after receipt of the applicable activation
code by Adzone. Completion of installation shall constitute your acceptance of
the license for the Program, but shall not affect any warranties still in effect
under Paragraph 16.

8. License Fees. You agree to pay the License Fees for your license of a Program
upon shipment of the Program. If additional License Fees are specified for a
Program (e.g, annual license fees or incremental license fees for multi-copy or
LAN licenses), they shall be paid as provided in the applicable Program
Description.

9. Other Charges. License fees do not include installation services, travel and
living expenses for, installation and training, file conversion costs, optional
products and services, consulting services requested by End-User, or the costs
of any recommended hardware. You agree to pay such fees and costs, when and as
the services are rendered and the expenses incurred, as invoiced by Adzone.
Adzone reserves the right to require prepayment or advance deposit for services
or expenses in some instances. You are also responsible for sales or use taxes
and state or local property or excise taxes associated with your licensing,
possession, or use of the Program(s).

10. Late Charges. If any fee or cost is not paid within thirty (30) days after
it is due, Adzone may, at its option, charge interest at a rate of one and
one-half percent (1 1/2%) per month (eighteen percent (18%) per annum) or, if
less, the highest rate allowed by applicable law) from the date such fee or
charge first became due.




11. Maintenance and Consulting. In order for Adzone to provide software
maintenance for the Program, you must purchase yearly maintenance at Adzone's
current commercial list rates, unless otherwise stated in the attached Program
Description. Adzone shall have no responsibility to maintain the Program unless
you purchase annual maintenance provided by Adzone. In the event that you
request consulting services that are beyond the scope of this Agreement and the
Software Maintenance Agreement, Adzone may provide such services or recommend
appropriate outside consultants. In all cases, fees for such services will be
charged at Adzone's standard rates and you will be responsible for paying such
fees, plus any necessary travel and lodging and per diem expenses if services
are provided more than fifty (50) miles from the nearest service location.

12. Customer Responsibilities. You are responsible for the following actions:

a) Determining whether the Program(s) will achieve the results you desire;
b) Procuring, installing, and operating computers and operating systems to
run the Program(s);
c) Providing a proper environment and proper utilities for the computers
on which the Program(s) operate, including an uninterrupted power
supply;
d) Selecting and training your personnel so they can operate computers and
so they are familiar with the accounts and records that serve as input
and output for the Program(s); and
e) Establishing adequate operational back-up provisions in the event of a
defect or malfunction that renders the Program(s) or the computer
systems on which they run inoperative.

Adzone reserves the right to charge additional service fees if an operator seeks
assistance with respect to such basic information or any other matters not
directly relating to the operation of the Program(s). Adzone does not hold
itself out as a professional expert and adviser regarding your computer or
information needs. Adzone is not responsible for obsolescence of the Program(s)
that may result from changes in your requirements.

13. Proprietary Protection. Adzone shall have sole and exclusive ownership of
all right, title, and interest in and to the Program(s) and User Materials, all
copies thereof, and all modifications and enhancements thereto (including
ownership of all copyrights and other intellectual property rights pertaining
thereto), subject only to the right and license expressly granted to you herein.
This Agreement does not provide you with title or ownership of the Program(s),
but only a right of limited use.

14. Limitations on Use, Etc. You may not use, copy, modify, or distribute the
Program(s) (electronically or otherwise), or any copy, adaptation,
transcription, or merged portion thereof, except as expressly authorized by
Adzone, an applicable Program Description, or a separate written agreement
signed by Adzone. You may not reverse assemble, reverse compile, or otherwise
translate the Program(s). Your license may not be transferred, leased, assigned,
or sublicensed without Adzone's prior written consent, except for a transfer of
the Program(s) in their entirety to a successor in interest of your entire
business who assumes the obligations of this Agreement. You may not install the
Program(s) anywhere but the Designated Location(s) without Adzone's prior
written consent (which will not be unreasonably withheld), provided that you may
transfer the Program(s) to another location temporarily in the event of an
interruption of computer operations at the Designated Location(s). You authorize
Adzone to enter your premises in order to inspect the Program(s) during regular
business hours to verify compliance with the terms of this Agreement.

15. Data. You acknowledge that data conversion is subject to the likelihood of
human and machine errors, omissions, delays, and losses, including inadvertent
loss of data or damage to media, that may give rise to loss or damage. Adzone
shall not be liable for any such errors, omissions, delays, or losses, unless
caused by its willful misconduct. You are responsible for adopting reasonable
measures to limit the impact of such problems, including backing up data, and
adopting procedures to ensure the accuracy of input data; examining and
confirming results prior to use; and adopting procedures to identify and correct
errors and omissions, replace lost or damaged media, and reconstruct data. You
are also responsible for complying with all local, state, and federal laws
pertaining to the use and disclosure of any data.

16. Warranty. For your benefit alone and for a period of ninety (90) days,
Adzone warrants that the Program, when operated with the equipment configuration
and in the operating environment specified by Adzone, will perform substantially
in accordance with the technical specifications included or referred to in the
applicable Program Description. The ninety (90) day period shall commence on the
date of Software installation and code number activation or thirty days from the
date of shipment, whichever is sooner. Adzone does not warrant that the Program
will be error-free in all circumstances. In the event of any defect or error
covered by such warranty, you agree to provide Adzone with sufficient detail to
allow Adzone to reproduce the defect or error. As your exclusive remedy for any
defect or error in the Program(s) covered by such warranty, and as Adzone's
entire liability in contract, tort, or otherwise, Adzone will correct such error
or defect at Adzone's facility by issuing corrected instructions, a restriction,
or a bypass. If Adzone is unable to correct such defect of error after a
reasonable opportunity, Adzone will refund the license fees paid for such
Program. However, Adzone is not responsible for any defect or error not reported
during the warranty period or any defect or error in a Program you have




modified, misused, or damaged. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH,
ADZONE SHALL HAVE NO LIABILITY FOR THE PROGRAM(S) OR ANY SERVICES PROVIDED,
INCLUDING ANY LIABILITY FOR NEGLIGENCE; ADZONE MAKES AND YOU RECEIVE NO
WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS
AGREEMENT OR ANY OTHER COMMUNICATION; AND ADZONE SPECIFICALLY DISCLAIMS ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

17. Limitation of Liability; Exclusion of Consequential Damages. The cumulative
liability of Adzone to you for all claims relating to the Program(s) and any
services rendered hereunder, in contract, tort, or otherwise, shall not exceed
the total amount of all license fees paid to Adzone for the relevant Program(s)
or services within the prior year. This limitation shall not apply to the
indemnification provided in Paragraph 18. In no event shall either party be
liable to the other for any consequential, indirect, special, or incidental
damages, even if such party has been advised of the possibility of such
potential loss or damage. The foregoing limitation of liability and exclusion of
certain damages shall apply regardless of the success or effectiveness of other
remedies.

18. Indemnification. If a third party claims that the Program(s) infringe any
U.S. patent, copyright, or trade secret, Adzone will (as long as you are not in
default under this Agreement or any other agreement with Adzone) defend you
against such claim at Adzone's expense and pay all damages that a court finally
awards, provided that you promptly notify Adzone in writing of the claim, and
allow Adzone to control, and cooperate with Adzone in, the defense or any
related settlement negotiations. If such a claim is made or appears possible,
Adzone may, at its option, secure for you the right to continue to use the
Program(s), modify or replace the Program(s) so they are noninfringing, or, if
neither of the foregoing options is available in Adzone's judgment, require you
to return the Program(s) for a credit equal to the previously paid license fees
for the Program. However, Adzone has no obligation for any claim based on a
modified version of the Program(s) or their combination, operation, or use with
any product, data, or apparatus not provided by Adzone. THIS PARAGRAPH STATES
ADZONE'S ENTIRE OBLIGATION TO YOU WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

19. Default. Should you fail to pay any fees or charges due hereunder or fail to
carry out any other obligation under this Agreement or any other agreement with
Adzone, Adzone may, at its option, in addition to other available remedies,
terminate this Agreement or disable the Program(s), provided that it first gives
you fifteen (15) days' prior notice in order to permit you to cure your default.

20. Termination. Upon termination of this Agreement as a result of your default,
or upon expiration of the Term of your license unless renewed (but, in such
case, only as to the Program(s) whose licenses have expired), your license will
terminate, and you are required to return or destroy, as requested by Adzone,
all copies of the Program(s) in your possession (whether modified or
unmodified), and all other materials pertaining to the Program(s), including all
copies thereof. You agree to certify your compliance with such requirement upon
Adzone's request.

21. Notices. All notices or other communications required to be given hereunder
shall be in writing and delivered either personally or by U.S. mail, certified,
return receipt requested, postage prepaid, and addressed as provided in this
Agreement or as otherwise requested by the receiving party. Notices delivered
personally shall be effective upon delivery and notices delivered by mail shall
be effective upon their receipt by the party to whom they are addressed.

22. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York as it applies to a
contract made and performed in such state.

23. Modifications and Waivers. This Agreement may not be modified except by a
writing signed by authorized representatives of both parties. A waiver by either
party of its rights hereunder shall not be binding unless contained in a writing
signed by an authorized representative of the party waiving its rights. The
nonenforcement or waiver of any provision on one (1) occasion shall not
constitute a waiver of such provision on any other occasions unless expressly so
agreed in writing. It is agreed that no use of trade or other regular practice
or method of dealing between the parties hereto shall be used to modify,
interpret, supplement, or alter in any manner the terms of this Agreement.




Adzone Research
PROGRAM DESCRIPTION

Name of Program(s): ____________________________________________________________

Options: ____________________________________________________________

Concurrent or Named
Users Authorized: ________ # of Concurrent Users or ________ # of Named Users


# of Servers Authorized: ________



Customer name:
____________________________________________________________

Ship to name:
____________________________________________________________

Address:
____________________________________________________________


Telephone Number: ____________________________________________________________


Fax Number: ____________________________________________________________

Accepted By:

____________________________________________________

By: ________________________________________________


Name:_______________________________________________


Title: _____________________________________________


Date:_______________________________________________




EXhibit C


Startup Costs

Upon execution of this agreement, integrator shall receive the following:

1. Not for Resell Software (check appropriate product):
---------------------------------------------------

Not for Resell Software, as defined below, will be licensed for use in
the Integrator's demonstration facility only. Additional copies of the
Not for Resell Software may be purchased by Integrator at a 30%
discount of the then current price list. All such Not for Resell
Software shall include customary user documentation. Integrator agrees
to keep the software installed and accessible at a designated location
and to maintain the demonstration system in good operating condition.
Any Not for Resell Software License's issued to Integrator are to be
used for demonstration purposes only and resale is strictly prohibited.


2. Not for Resell Software Maintenance:
-----------------------------------

Annual maintenance will be $0 per year for each. Not for Resell license
issued to Integrator. Maintenance includes technical support access
from 8:00 a.m. to 6:00 p.m. EST, Monday-Friday and updates and
maintenance releases of the licensed software during the annual
maintenance term.

3. Adzone Product Training:
-----------------------

Integrator shall have at least, but not limited to, one (1)
representative employed who has taken Licensor's then current technical
training program, within one hundred and twenty (120) days from the
execution date of this Agreement, relating to the operation,
installation and maintenance of the Licensed Product(s) ("Program").
Training is available by Licensor at its then current rates less a
twenty-five percent (25%) discount. Integrator shall be solely
responsible for all transportation, lodging, meals or any other
expenses incurred by its representatives in attending the Program.
Every year subsequent to the first, Integrator agrees to have (1)
representative attend Licensor's then current technical training
program on a yearly basis for the duration of this Agreement.