EXHIBIT 10.38

LICENSE AND HOSTED SERVICES AGREEMENT

This LICENSE AND HOSTED SERVICES AGREEMENT (“Agreement”) is made as of April 1, 2005 (the “Effective Date”) by and between AuthentiDate Holding Corp., a Delaware corporation, having a place of business at Two World Financial Center, 225 Liberty Street, 43rd Floor, New York, New York (“Company”) and Liberty Healthcare Group, Inc., a Delaware corporation, having a place of business at 10045 South U.S. Hwy. 1, Port St. Lucie, FL 34952 (“Customer”).

WHEREAS, during the term of this Agreement Company wishes to provide Customer with the Services and a license to the Licensed Software, and Customer wishes to receive such license and such Services from Company.

NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter provided, the Parties agree as follows:

ARTICLE 1.   DEFINITIONS

1.1 Definitions.

The following terms shall have the meanings set forth below:

“Affiliate(s)” shall mean, with respect to any given Person, any other Person directly controlling, controlled by or under common control with such Person.

“Amendment” shall have the meaning described in Section 15.6.

“Data Downloads” shall mean the data files generated by the Hosted Software and provided to Customer pursuant to this Agreement as part of the Services.

“Data Uploads” shall mean the data files received by Company from or on behalf of Customer for processing by Company as part of the Services.

“Documentation” shall mean the manuals and all other documentation and materials, in electronic form or otherwise, relating to the Licensed Software that are provided by Company to Customer.

“Equipment” shall mean the computer servers and other equipment utilized by the Company in connection with the provision of the Hosted Services pursuant to this Agreement.

“Federal Health Care Program “ shall mean any federal health care program as defined in 42 USC ss. 1320a-7b.

“Fees” shall mean, collectively, the Services Fees, Transaction Fees and License Fees.

“Force Majeure Event” shall have the meaning described in Section 15.3.

“Hosted Services” shall have the meaning described in Exhibit B.

“Hosted Services Fees” shall have the meaning described on Exhibit A.

“Hosted Company Software” shall mean and be designated as “Hosted Company Software “ for purposes of this Agreement as identified on Exhibit A to this Agreement, as such Exhibit may be amended from time to time with the consent of the Parties.

“Hosted Software” shall mean the Hosted Third Party Software and the Hosted Company Software.

“Hosted Third Party Software” shall mean all software, other than Hosted Company Software, hosted by Company for Customer pursuant to this Agreement.

“Improper Access” shall mean access to, modifications of, or contact with any portions or parts of the Hosted Software, other than by the Company or its designees.

“License” shall have the meaning described in Section 7.2(b).

“License Fees” shall be the amounts payable by the Customer to the Company for the license to the Licensed Software.

“Licensed Software” shall mean the software programs in executable object code provided to Customer and identified on Exhibit A to this Agreement as Licensed Software, as such Exhibit may be amended from time to time with the consent of the Parties, together with any related Documentation provided by Company in connection therewith, and any updates and upgrades thereto obtained by Customer from Company.

“Parties” shall mean Customer and Company, collectively.

“Party” shall mean either Customer or Company, as the case may be.

“Transaction Fees” shall have the meaning set forth on Exhibit A hereto.

“Person” shall mean any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint stock company, trust or other entity.

“Professional Services Agreement” shall mean the Professional Services Agreement of even date herewith between Company and Customer.

“Services” shall mean collectively, the Hosted Services and Support Services.

“Services Fees” shall mean, collectively, the Hosted Services Fees and the Support Services Fees.

“Support Services” shall mean the support services set forth in Exhibit C hereto with respect to the Licensed Software.

“Support Services Fees” shall mean the fees for the Support Services fees as set forth in Exhibit A hereto with respect to the Licensed Software.

“Software Upgrades” shall mean all updates, corrections, bug fixes, releases, improvements or enhancements made to the Licensed Software by Company.

“Supplemental Training” shall have the meaning described in Section 4.2.

“Taxes” shall have the meaning described in Section 10.2.

“Third Party Services” shall mean any and all services performed by any person, other than the Company and its agents and subcontractors engaged by the Company to perform services in connection with this Agreement.

“Third Party Software” shall mean any and all software, other than the Hosted Company Software and the Licensed Software. Third Party Software shall include the Hosted Third Party Software.

1.2 References.

(a) the Exhibits to this Agreement shall be incorporated into and deemed part of this Agreement, and all references to this Agreement shall include the Exhibits to this Agreement; and

(b) references to the word “including” or the phrase “e.g.” shall mean “including, without limitation” or “including, but not limited to”.

1.3 Headings.

The Article and Section headings are for reference and convenience purposes only and shall not be considered in the interpretation of this Agreement.

1.4 Interpretation of Documents.

In the event of a conflict between the terms of this Agreement and the terms (but not technical specifications, schematics or functional or performance criteria, or acceptance test criteria) of any Exhibit, if any, the terms of this Agreement shall prevail, unless indicated otherwise in such Exhibit.

ARTICLE 2.   RESPONSIBILITIES

2.1 Responsibilities.

Subject to the terms of and during the Term of this Agreement,

(1) Company will provide Customer with the Hosted Services as provided in Section 7 and in accordance with the terms of Exhibit B;

(2) Company will provide Customer with the Support Services for the Licensed Software, if any, and any Software Upgrades pursuant to the terms of Exhibit C;

(3) In order to ensure the proper implementation and operation of the Hosted Software and any Licensed Software (including any Software Upgrades), a high level of Customer interaction and availability will be needed. Company will provide assistance and support to the Customer as prescribed in this Agreement, but the following important responsibilities belong to the Customer:

(a) Assign a coordinator to be available to the Company when Company installs on the Equipment and/or troubleshoots the Hosted Software, and to observe and review on-going operability of the Hosted Software. The coordinator must have the authority to make decisions regarding the implementation, use and repair of the Hosted Software;

(b) Promptly report problems to Company;

(c) Test all functionality of the Data Downloads to verify the Data Downloads delivered to Customer from time to time are functioning properly;

(d) Provide all Data Uploads in proper format; and

(e) Provide Company with prompt access to Customer’s systems to troubleshoot any compatibility problems and assist Company with respect to the Hosted Software when reasonably requested by Company support personnel;

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(4) Company agrees to be primarily responsible for troubleshooting problems relating to the Hosted Software.

ARTICLE 3.   DOCUMENTATION

Company will provide Customer with such documentation relating to (i) the Hosted Software as shall be necessary to enable Customer to provide Company with Data Uploads compatible with the Hosted Software and to properly utilize and access all Data Downloads, and (ii) utilize the Licensed Software as contemplated hereunder.

ARTICLE 4.   TRAINING

4.1 Training.

Company agrees to provide Customer with training of Customer’s employees on the use and operation of the Hosted Software to the extent necessary to properly interface the Hosted Software with Customer’s systems relating to the provision to Company of Data Uploads and the receipt by Customer of Data Downloads. Company also agrees to provide Customer with training of Customer’s employees on the use and operation of any Licensed Software and Software Upgrades. Company shall provide sufficient experienced and qualified personnel to conduct such training.

4.2 Supplemental Training.

Upon the request of Customer, Company shall furnish additional education and training at a rate mutually agreed to in writing by both Parties from time to time (“Supplemental Training”).

4.3 Confidentiality of Training Materials.

All training materials provided to Customer are confidential information of the Company and shall be maintained in confidence by the Customer. The Customer agrees that it shall maintain the confidentiality of the training materials to the same extent that it maintains the confidentiality of its own confidential material, but in no event shall Customer use less than reasonable care.

ARTICLE 5.   TERM

Subject to Article 13, this Agreement shall remain in force for an initial period of [ * * * * ] (the “Initial Term”) from the Effective Date. This Agreement will [ * * * * ] (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless one Party provides written notice to the other Party of its intent not to renew not less than [ * * * * ] days before the expiration of the then-current Initial Term or Renewal Term. Either Party may terminate this Agreement upon written notice delivered to the other Party pursuant to Article 13.

ARTICLE 6.   LIMITED WARRANTIES

6.1 Hosted Services.

Company warrants that the Hosted Services will be performed consistently according to generally accepted industry standards. This warranty with respect to the Data Downloads shall be valid for thirty (30) days from the delivery of the applicable Data Download. In the event of a material breach of the foregoing warranty, the Customer will notify the Company in writing within ten (10) days of learning of such breach. Upon receipt of such notice, the Company agrees to use commercially reasonable efforts to re-perform the non-conforming Hosted Services or, if such re-performance is not commercially reasonable, obtain a refund of any fees paid to Company for nonconforming services. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE CUSTOMER’s SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF A BREACH OF THE WARRANTY SET FORTH IN THIS SECTION.

6.2 Licensed Software.

During the Term, the Licensed Software will function substantially in accordance with the capabilities as indicated in the Documentation. The Company represents and warrants that (a) it has all right and authority to grant the licenses granted herein and (b) to the Company’s knowledge the Licensed Software does not infringe any patent, copyright, trade secret or other intellectual property interest of any third party. Other than the representations in this Section 6.2, the Licensed Software is provided “AS IS” and “WITH ALL FAULTS. The Company will use commercially reasonable efforts to resolve any problems identified by Customer with respect to the operability of the Licensed Software during the Term; provided, however, that Customer must promptly provide the Company with notice of any problems with the Licensed Software and all information reasonably requested by the Company.

6.3 Hosted Company Software.

The Company represents and warrants that to the Company’s knowledge the Hosted Company Software does not infringe any patent, copyright, trade secret or other intellectual property interest of any third party.

6.4 Exclusions.

EXCEPT FOR THE LIMITED WARRANTIES SET FORTH HEREIN, COMPANY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES, THE DATA DOWNLOADS, THE LICENSED SOFTWARE OR THE HOSTED COMPANY SOFTWARE.

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6.5 Limitations.

This warranty only covers damages that occur pursuant to normal use of the Data Downloads and the Licensed Software during the Term. This warranty does not cover damages that occur due to any Data Uploads not conforming to required specifications or any Third Party Software or Third Party Services. This warranty also does not cover any failures or damages that result from accidents, misuse, abuse, neglect, misapplication, alteration, secondary installation, set-up, improper maintenance, or modifications to the Data Downloads or Licensed Software by any Person other than Company, or damage attributable to acts of nature, terrorism, vandalism or war.

ARTICLE 7.   SERVICES AND LICENSES

7.1 Generally.

During the Term, the Company shall provide Customer with the Hosted Services and Support Services, if any (collectively “Services”).

7.2 Data.

The Customer shall provide to the Company Data Uploads. The Company shall provide Customer with a Data Download corresponding to each Data Upload provided to the Company, which is to be derived from such Data Upload.

7.3 License Grant.

(a) The Company hereby grants to Customer a worldwide, perpetual license to use for its internal purposes the Data Downloads (“DD License”).

(b) The Company hereby grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable, license (the “License”) to use during the Term the Licensed Software and the Documentation.

7.4 USPS EPM License .

The Parties acknowledge and agree that the provision of the Services pursuant to this Agreement r