SOFTWARE LICENSE FOR THE CULTURE AUDIT™

SAM SILVERSTEIN ENTERPRISES, INC. will grant to Customer a perpetual license to use the Software described in the Exhibit A subject to full compliance with the following terms and conditions. Each of SSEI and the Customer may be referred to individually as a "Party," and collectively as the "Parties."

1. DEFINITIONS.

1.1 "SSEI" means Sam Silverstein Enterprises, Inc. or any of its affiliates or related entities. SSEI is the sole owner of The Culture Audit™ software.

1.2 "Customer" means the entity identified on any quotation referencing this Agreement.

1.3 "Exhibit A" means the schedule of Software Products attached to this Agreement.

1.4 "Support Services" will include telephonic and other forms of support which require one-to-one interaction with any of SSEI's support personnel.

1.5 "Software" means software and documentation for The Culture Audit™ software.

1.6 "Year" means the Initial Term or any annual extension thereof.

1.7 “Updated Software” shall mean a version of the Software which may contain standard releases, patches, bug fixes, error corrections, modifications, alterations or deletions and therefore differs from the version in Customer’s possession. Updated Software does not include any replacement software products separately priced, any new software products separately priced, any additional options separately priced, or any software having substantially new or different functions.

2. PAYMENT.

2.1 Unless SSEI requires special credit terms, Customer must pay for the Software within thirty (30) days after the date of invoice. SSEI may require Customer to provide irrevocable letters of credit, cash in advance or other forms of security. Customer may not withhold nor delay payment because of SSI's failure to timely ship Software items not essential to the function of Customer's system.

2.2 If Customer becomes more than thirty (30) days delinquent in paying SSEI any sum due under this Agreement, SSEI may suspend the license granted hereunder after ten (10) days from the date of written notice of the proposed suspension to the Customer. In the event Customer remains delinquent for more than thirty (30) days after notice of the proposed suspension, this Agreement will automatically terminate. In the event of such termination, Customer will not be entitled to a refund of any payments made up to and including the date of termination.

2.3 The term of this Agreement for Maintenance and Support Services shall begin upon execution or when SSEI issues the Software license keys to the Customer, and shall continue for an initial term of twelve (12) months, unless terminated earlier pursuant to Section 6 of this Agreement (the “Initial Term”). This Agreement may renew for successive twelve (12) month periods, provided that Customer (i) promptly returns a duly executed renewal Quotation, and (ii) pays the then current Fee for renewal (each a “Renewal Term”).

3. LIMITATIONS OF LIABILITY.

A. Software. Except as expressly set forth herein, there are no representations or warranties by SSI, express or implied, including implied warranties of merchantability and/or fitness for a particular purpose. In no event will SSEI or its suppliers be liable for consequential, incidental, special, punitive or exemplary damages (including, without limitation, loss of data, profits or use of hardware or software). Customer accepts full responsibility for any investment made based on results from the Software. Any interpretations or analyses of geophysical or other Customer data, and any recommendation or reservoir description based upon such interpretations or analyses are opinions based upon inferences from measurements and empirical relationships and assumptions, which inferences and assumptions are not infallible, and with respect to which professionals may differ. Accordingly, SSEI cannot and does not warrant the accuracy, correctness or completeness of any such interpretation, recommendation or description. As such, any interpretation, recommendation or description resulting from the Software for the purpose of any analysis or financial decision will be at the sole risk of Customer. If Customer's contractual remedies fail of their essential purpose, SSI's sole obligation is to return the amount Customer paid for the Software and accept the return of the License. Under no circumstances will SSEI or its suppliers be liable for damages exceeding amounts Customer paid for the Software Product giving rise to the claim. Any action against SSEI for claims under this Agreement must be brought within eighteen (18) months after the cause of action accrues.

B. Support Services. SSI's liability with respect to, arising from, or in connection with this Agreement, or support or use of the Software, whether in contract or tort or otherwise, will be limited to an amount equal to that paid by Customer in such Year for the Services applicable to the Software Product within such Year that is the basis for any such liability. IN NO EVENT WILL SSEI OR ITS AFFILIATES BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, OR LOST PROFITS TO CUSTOMER OR ANY OTHER PARTY AS A RESULT OF THE PERFORMANCE OR NON-PERFORMANCE BY SSEI OF THE MAINTENANCE AND SUPPORT SERVICES DESCRIBED HEREIN.

4.  SOFTWARE LICENSE.

4.1 In consideration of payment of the license fee stated in the Exhibit A, SSEI will provide Customer with a security device or password(s) corresponding to the Software Products and number of licenses listed on the Exhibit A.

4.2 SSI grants to Customer a nonexclusive, non-transferable license to use the object version of the Software solely for Customer's own use during the term of this Agreement.

4.3 Customer may not:

a) copy, modify, merge, reverse engineer, reverse assemble, decompile or disassemble the Software;

b) distribute, publish, transfer, sublicense or make the Software or documentation available to other organisations or person;

c) transfer the Software to another site or any of Customer's successors-in-interest without approval of SSI, destruction of the transferred Software from the original installation location, and payment of the applicable fee.

4.4 If Customer is located in a country requiring registration of software licenses with government authorities, Customer is responsible for meeting all such requirements.

4.5 Customer agrees that its breach of any provision of this Section 6 will cause SSEI immediate and irreparable harm. In the event of such breach, Customer agrees that SSEI will have, in addition to any and all remedies at law, the right to an injunction, specific performance or other appropriate equitable relief.

5. DESCRIPTION OF SERVICES.

5.1 Scope of Support Services. During the term of this Agreement, SSEI will provide Customer with Software Support Services for all The Culture Audit™ software. Customer agrees to use the Software in accordance with the published documentation and specifications. Software Support Services expressly do not include network support, application integration or implementation, reformatting data, data conversion, scripting, training or support for customized applications or third-party products not provided by SSI.

5.2 Updated Software. During the term of this Agreement, SSEI will make available to the Customer any Updated Software and related documentation.

5.3 Applications Support Line. During normal business hours of the local SSEI support centre, SSEI will respond to questions about SSEI Software usage. SSEI will respond to Customer as soon as reasonably possible after receipt of Customer's request for support.

6. TERMINATION.

A. Software

1. Customer may terminate this Agreement at any time. In addition to SSI's right to terminate as detailed in Section 2.2, SSEI may terminate this Agreement if Customer fails to comply with these terms and conditions, provided SSEI has given Customer ten (10) days' notice prior to the proposed termination, during which time Customer fails to cure the breach to SSI's reasonable satisfaction. Upon termination, Customer must return to SSEI all Software copies, documentation, or other license keys (including modified and merged portions thereof in any form), and provide to SSEI written confirmation that Customer has destroyed the Software from all installation locations.

2. Termination does not relieve Customer of its obligation to pay for any previously-provided Software. Upon termination, Customer agrees to reimburse SSEI for any costs incurred in cancelling or rescheduling Customer's order.

7. EXPORT.

Customer may not export nor re-export any Software Product without first obtaining authorization from the United States Department of Commerce and/or the United States Department of Treasury, as applicable. If Customer fails to comply with this requirement, SSEI may be prohibited from servicing or supporting such Software Product until Customer complies.

8. GENERAL.

8.1 Except for the obligation of payment, neither Party will be liable for non-performance caused by circumstances beyond their reasonable control, including, but not limited to work stoppages, delay in transportation, delay in delivery by vendors, fire, civil disobedience, war or acts of nature.

8.2 During the term of this Agreement, SSEI may, upon reasonable notice, request an audit of the installation locations of the Customer relating to the use of the Software under this Agreement. Customer will have the right to exclude any trade secrets or sensitive business information from the audit. Any audit performed will be reasonable in duration, and performed during normal working hours when done at Customer's facilities.

8.3 This Agreement and Exhibit A constitute the entire agreement between the Parties with respect to this subject and supersede and cancel all prior agreements or understandings (whether oral, written or electronic), as well as any different, conflicting or additional terms which appear on any purchase order or form Customer submits (except that quantities, dates, installation location and means of transportation may be specified by Customer's purchase order and SSI's acknowledgment).

8.4 This Agreement may only be amended by written agreement between the Parties. The Parties may waive provisions of this Agreement in writing only. Any waiver of any provision of this Agreement will not be deemed a waiver of any subsequent rights in this Agreement.

8.5 All notices, authorizations and requests by Customer in connection with this Agreement will be deemed given on the day they are transmitted by electronic mail to SSI's address shown on the Exhibit A.

8.6 This Agreement is governed by and construed in accordance with the laws of the State of Missouri, United States of America, exclusive of conflict of laws principles.

8.7 Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, will be finally resolved by arbitration. The arbitration will be in accordance with the rules of the American Arbitration Association, which will administer the arbitration and act as appointing authority. The arbitration, including the rendering of the award, will take place in St. Louis MO, United States of America. The language to be used in the arbitration will be English. Judgment upon the award of the arbitrators may be entered in any court having jurisdiction thereof.