1.

DEFINITIONS .

1.1

“ ABAP /4 Development Workbench Users” (“D/W Users”) means those individuals authorized to use the ABAP/4 Development Workbench. Each D/W User must also be licensed as a Basis/Workflow User.

1.2

“ Affiliate ” means a corporation located in the Territory in which Licensee owns more than fifty percent of the voting securities. Any such entity shall be considered an Affiliate for only such time as Licensee continues to own such equity interest.

1.3

“ Basis/Workflow Users ” means those individuals authorized to access the licensed Software solely for the purpose of executing the following transactions: (i) document management, including optical archiving; (ii) workflow organizational management; (iii) monitoring and administration of the Software; (iv) creating IDocs; (v) initializing workflows; (vi) all Enterprise Office/HR User transactions in the licensed Software as specified herein; and (vii) all transactions in the licensed Human Resources functionality.

1.4

“ Business Third Party ” means any third party that requires access to the Software in connection with the operation of Licensee’s and/or its Affiliates’ business including, but not limited to, customers, distributors and suppliers.

1.5

“ Correction Level ” means a change to the Software between Versions (3. l( a )).

1.6

“ Designated Unit ” means each individual computer in which the Software and Third-Party Database are installed.

1.7

“ Documentation ” means SAP’s standard documentation, in any medium, which is delivered to Licensee under this Agreement, including SAP’s standard manuals, program listings, data models, flow charts, logic diagrams, functional specifications, instructions, and complete or partial copies of the foregoing.

1.8

“ Enterprise Office/HR Users ” means those individuals authorized to access the licensed Software solely for the purpose of executing the following transactions: (i) employee records maintenance; (ii) employee time and attendance entry; (iii) employee travel and expense report filing; (iv) employee directory; (v) employee training registration; (vi) employee opportunity inquiry and response; (vii) calendar functions; (viii) employee specific purchase requisition; and (ix) e-mail. Each Enterprise Office/HR User may execute the above transactions solely for such individual’s own purposes or on behalf of other licensed Users and may not execute transactions for or on behalf of unlicensed individuals.

1.9

“ Extension ” means an addition to the Software which does not require a Modification.

1.10

“ Information Users ” (“Info Users”) means those individuals authorized to access the licensed Software solely to perform “ read only ” Software transactions. Each Information User must also be licensed as a Basis/Workflow User.

1.11

“ Modification ” means a change to the Software which changes the source code.

1.12

“ Named Users or Operational Users ” means those individuals authorized to access the licensed Software to execute Software transactions. Each Named or Operational User must also be licensed as a Basis/Workflow User.

1.13

“ Non-Productive Use ” means Use of the Software solely for Licensee’s or an authorized Affiliate’s internal training, testing or developmental work.

1.14

“ Productive Use ” means Use of the Software solely to operate Licensee’s or an authorized Affiliate’s business.

1.15

“ Program Concepts ” means the concepts, techniques, ideas, and know-how embodied and expressed in any computer programs or modules included in the Software, including their structure, sequence, and organization.

1.16

“ Proprietary Information ” means: (i) with respect to SAP and SAP AG, the Software and Documentation and any complete or partial copies thereof, the Program Concepts, Third-Party Database, any other third- party software licensed with or as part of the Software, benchmark results,; and (ii) information reasonably identifiable as the confidential and proprietary information of SAP or Licensee or their licensors excluding, any part of the SAP or Licensee Proprietary Information which: (a) is or becomes publicly available through no act or failure of the other party; or (b) was or is rightfully acquired by the other party from a source other than the disclosing party prior to receipt from the disclosing party; or (c) becomes independently available to the other party as a matter of right.

1.17

“ Release ” means each issuance of the Software, excluding third party software, identified by the numeral to the left of the decimal point (e.g., 3 .0).

1.18

“ Requisitions and Confirmation Users” (“R/C Users”) means those individuals authorized to access the licensed Software solely for the purpose of submitting purchase requisitions or entering production order completion confirmations, Each R/C User must also be licensed as a Basis/Workflow User.

1.19

“ SAP AG ” means SAP Aktiengesellschaft, the licensor of the SAP Proprietary Information to SAP.

1.20

“ Session Users ” means (i) that number of individuals, other than employees of Licensee, Affiliates, or identifiable employees of Business Third Parties, licensed to simultaneous execute sessions on an internet server or Third Party Front-End interfaced to the Software or; (ii) that number of devices authorized to simultaneously execute sessions on an internet server or Third Party Front-End interfaced to the Software.

1.21

“ Software ” means (i) all software specified in agreed upon Appendices hereto, developed by SAP AG and delivered to Licensee hereunder; (ii) any Releases, Versions, or Correction Levels of the Software as contemplated by this Agreement; and (iii) any complete or partial copies of any of the foregoing.

1.22

“ Territory ” means the United States of America and any additional countries as agreed upon in advance in writing by the parties.

1.23

“ Third Party Front-End ” means any Licensee or third party software and/or device interfaced to the Software.

124

“ Third-Party Database ” means third-party proprietary database software licensed through SAP to Licensee.

1.25

“ Use ” means to load, execute, access, employ, utilize, store, or display the Software.

1.26

“ Users ” means any combination of Named or Operational, Information, R/C, D/W, Basis/Workflow, Enterprise Office/HR, or Session Users licensed under this Agreement.

1.27

“ Version ” means each issuance of each Release of the Software, excluding third party software, identified by the numeral to the right of the decimal point (3. 1 ).

2.

LICENSE GRANT .

2.1

Grant of License .

2.2

Authorization of Affiliates to Use the Software . Affiliates shall be authorized to Use the Software and Third-Party Database; provided that: (i) each Affiliate shall first sign and deliver to SAP its agreement to be bound by the terms herein in the form of Exhibit B attached hereto; and (ii) such Use shall be subject to the following: (A) Licensee accepts responsibility for the acts or omissions of such Affiliate as if they were Licensee’s acts or omissions; (B) Licensee shall indemnify SAP against losses or damages suffered by SAP arising from breach of this Agreement by any such Affiliate as if effected by Licensee; and (C) such Use shall not constitute an unauthorized exportation of any SAP Proprietary Information under U.S. Government laws and regulations.

2.3

Authorization of Business Third Parties to Access the Software . Business Third Parties may have access to the Software provided: (i) each Business Third Party shall execute a confidentiality agreement pursuant to Section 6.2 herein; (ii) all Business Third Parties accessing the Software shall be licensed as Users; (ii) Business Third Parties are expressly limited to screen access to the Software; (iv) in no circumstances may Business Third Parties have access to Software source code; (v) in no circumstances shall Business Third Parties Use the Software to operate or manage the business of such Business Third Parties (vi) such Use shall be subject to the following: (A) Licensee accepts responsibility for the acts or omissions of such Business Third Parties as if they were Licensee’s acts or omissions; (B) Licensee shall indemnify SAP against losses or damages suffered by SAP arising from breach of this Agreement by any such Business Third Party as if effected by Licensee; and (C) such Use shall not constitute an unauthorized exportation of any SAP Proprietary Information under U.S. Government laws and regulations.

2.4

Audit Right . During Licensee’s normal business hours and at any time during which the Software, Documentation, Third-Party Database, or other SAP Proprietary Information are being utilized, SAP, or its authorized representative or licensors, shall have the right upon at least 10 business days advance written notice to audit and inspect Licensee’s or any Affiliate’s utilization of such items, in order to verify compliance with the terms of this Agreement. If Proprietary Information is given to Business Third Parties pursuant to this Agreement, Licensee shall secure the right for SAP to audit such Business Third Party as specified in this Section.

2.5

Archival Copy; Restriction on Copies; Legends to be Reproduced .

2.6

License for Third-Party Database . The Software requires a third-party database which may be licensed through SAP or directly from a third-party database licensor approved by SAP. In the event Licensee obtains a license directly from a third-party database licensor, any restrictions imposed on Licensee directly by such third-party database licensor shall apply. SAP makes no representations or warranties as to the Third-Party Database or its operation.

3.

DELIVERY . The licensed Software in machine-readable format, and the Documentation, shall be delivered as specified in Appendices hereto (“ Delivery ”). Licensee shall be responsible for installation of the Software.

4.

PRICE AND PAYMENT .

4.1

License Fees . In consideration of the license granted hereunder, Licensee shall pay to SAP license fees for the Software on such terms as set forth in Appendices hereto (“ License Fees.”) Fees for Maintenance (“ Maintenance Fees ”) shall be paid as set forth in Appendices hereto. Any fees Licensee does not pay when due shall accrue interest at the rate of 18% per annum, but not to exceed the maximum amount as allowed by law. Licensee also agrees to pay SAP all reasonable costs and expenses of collection, including attorney’s fees.

4.2

Taxes . License and Maintenance Fees and other charges described in this Agreement and its Appendices, or in SAP’s most recent List of Prices and Conditions, do not include federal, state or local sales, use, property, excise, service, or similar taxes (“Tax(es)”) now or hereafter levied, all of which shall be for Licensee’s account. With respect to state/local sales tax, Licensee shall provide prior to the execution of this Agreement (i) a valid Direct Pay Permit to SAP; or (ii) a valid Tax-Exempt Certificate to SAP. If Licensee does not comply with (i) or (ii), SAP will determine the appropriate Taxes (excepting only taxes on net income) which are due, invoice Licensee for such sales tax, and pay the Taxes it determined to be due to the appropriate tax authorities. Licensee hereby agrees to indemnify SAP for and hold it harmless from (1) any Taxes (excepting only taxes on net income) paid or payable by SAP; (2) all costs incurred by SAP in determining and remitting the Taxes due; and (3) interest and penalties, if any, imposed by reason of the late payment or miscalculation of any Taxes.

5.

TERM AND TERMINATION.

5.1

Term . This Agreement and the license granted hereunder shall become effective as of the date first set forth above and shall continue in effect thereafter unless terminated under Section 5.2.

5.2

Termination . This Agreement and the license granted hereunder shall terminate upon the earliest to occur of the following: (i) thirty days after Licensee gives SAP written notice of Licensee’s desire to terminate this Agreement, for any reason, but only after payment of all License and Maintenance Fees then due and owing; (ii) forty-five days after SAP gives Licensee written notice of Licensee’s material breach of any provision of the Agreement), including more than forty-five days delinquency in Licensee’s payment of any money due hereunder, unless Licensee has cured such breach during such forty five day period; (iii) ten days after SAP gives notice of Licensee’s material breach of Section 6, unless Licensee has cured such breach during such ten day period (iv) Immediately if Licensee files for bankruptcy, becomes insolvent, or makes an assignment for the benefit of creditors.

5.3

Effect of Termination . Upon any termination of this Agreement: Sections 6, 7.4, 8, 9, 10, 12.5, and 12.7 shall survive such termination; Licensee’s rights under Section 2 shall immediately cease; and SAP and Licensee each shall promptly perform its obligations under Section 5.4 . In the event of any termination hereunder, except as otherwise may be provided for pursuant to Section 8.3 or Section 9.1 (iii), Licensee shall not be entitled to any refund of any payments made by Licensee.