END USER LICENSE AGREEMENT

INSTALLED PROGRAM (NONEXCLUSIVE; OBJECT CODE ONLY)

ILIENT'S SOFTWARE (ANY AND ALL VERSIONS) IS COPYRIGHTED AND LICENSED (NOT SOLD). ILIENT DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED SOFTWARE TO YOU. YOUR LICENSE OF THE LICENSED SOFTWARE MAY COMMENCE ONLY UPON YOUR EXECUTION OF THIS AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF ILIENT HAS RECEIVED AND APPROVED A COPY OF IT AS EXECUTED BY YOU

THIS AGREEMENT (the "Agreement") is made by and between Ilient Ltd., an Israeli corporation, company number 51-328603-9, having its main place of business at 6 Hamasger St., Or-Yehuda ("Ilient"), and You ("You" and/or the "Licensee").

ILIENT'S SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD). ILIENT DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED SOFTWARE TO YOU. BY DOWNLOADING THE SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO THE TERMS AND CONDITIONS SET FORTH IN THIS LICENSE AGREEMENT.

Ilient offers three editions of the licensed Software: a free edition, limited in number and type of modules, number of users etc. (the "Free Edition"); a 30 (thirty) day trial edition, enabling You to use all of the current modules available, in an unlimited number of users, and more (the "Trial Edition"), and a full edition, enabling You to use all of the current modules available, in an unlimited number of users, receiving maintenance and support services free of charge for 12 months, and more (the "Full Edition").

Your registration for, or use of, the Software shall be deemed to be Your agreement to abide by this Agreement.

This Agreement shall apply to any version of the Software (as defined hereunder) made by Ilient. Note that If you choose to use Full Edition of the Software, or if You choose to receive maintenance and support services to the Free Edition of the Software, you will have to fill-in a registration form specifying and stating, inter alia, your details and premises (the "Registration Form"). Each Software Registration Form will refer to this Agreement by contract number and will become effective as an integral part of this Agreement upon its execution by both Ilient and the Licensee.

1. The License. Subject to the stipulations and the terms set forth in this Agreement and to the full and accurate fulfillment of your representations and undertakings, Ilient grants you during the term of this Agreement a non-exclusive license to:

(i) Install, use and execute the Software directly on a server (each License is granted per one server), end-user computer(s) and on peripheral equipment related (such as printers, screens etc.) that you own and/or lease at your premises, for your reasonable internal business purposes only.

(ii) Physically transfer the Software from one computer to another; store the Software's machine-readable instructions or data on a temporary basis in main memory, extended memory, or expanded memory of such computer system as necessary for such use and transmit such instructions or data through computers and associated devices at your premises.

(iii) Without derogating from any stipulation set forth herein, you may make a single copy of the Software in machine-readable, object code form, for non-productive backup purposes only, provided that Ilient's proprietary legend is included.

2. The Licensed Software. For the purpose of this Agreement, "Software" shall mean any and all editions of the existing modules of IT management software ("SysAid") in its installed version provided by Ilient.

3. Object Code. The Software is provided in and may be used in machine-readable object code form only.

4. Support & Maintenance. Ilient DOES NOT offer charge free support and/or maintenance services and you may not assume any undertaking on behalf of Ilient of any kind or nature with respect to the above.

Further, Ilient may issue from time to time, under its sole discretion, upgrades or improved versions for the current version of the Software or issue a new version of the Software from time to time.

Without derogating from the above, registered users of the Full Edition and registered users of the Free Edition may receive support and maintenance services in the manner specified in Exhibit A to this Agreement.

5. Your Responsibilities. You are responsible for selecting a qualified operator for the Software on your own equipment who is familiar with the information, calculations, and reports that serve as input and output of the Software. Ilient reserves the right to refuse assistance or to charge additional fees in any case of you seeking its assistance.

You acknowledge that it is your responsibility to ensure that all of your files are adequately duplicated and documented. Ilient will not be liable for your failure to do so, nor will it be liable for the cost of reconstructing data stored on disc files, tapes, memories, etc. lost during the course of performance of maintenance service.
You shall designate in writing individuals within your organization to coordinate all service and support calls upon Ilient.

Ilient assumes no responsibility under this Agreement for converting your data files for use with the Software.
You are solely responsible for all activity occurring under your user accounts and with your use of the Software. Your responsibility includes responsibility for compliance with all applicable local, state, national and foreign laws, treaties and regulations relating to your use of the Software, including those related to the protection of intellectual property, data privacy, international communications and the transmission of technical or personal data. Furthermore, You shall notify Ilient immediately of any unauthorized use of any password or account or any other known or suspected breach of security, and report to Ilient immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by you.

6. Proprietary Protection and Restrictions. Ilient is and shall remain at all times the sole and exclusive owner of all and any right, title, intellectual property, including but not limited to any and all trademarks, copyrights, whether registered or unregistered, already developed or that will be developed in the future regarding the Software and any interest in and to the Software and all modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly granted to you herein by Ilient. This Agreement does not provide you with title or ownership of the Software, but only a right of a limited use. You must keep the Software free and clear of all claims, liens, and encumbrances. Any copies made to the Software or any distribution of it to any other third party whatsoever is strictly forbidden.

7. Limitation of Liability and Warranty. Ilient's warrants, for your benefit alone, that the Software conforms in all material respects to the specifications for the current version of the Software which you are now downloading.

Ilient is not and shall not be liable to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement and\or to the Software. UNDER NO EVENT SHALL ILIENT BE LIABLE FOR ANY DIRECT OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, TO ANY PARTY, EVEN IF ILIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY DAMAGE RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SOFTWARE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SOFTWARE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SOFTWARE, TO ANY PARTY.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ILIENT DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO ITS SERVERS, THE DATA, THE SOFTWARE, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.

You may have additional rights under certain laws (e.g., consumer laws) that do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If such laws apply, our exclusions or limitations shall apply to the fullest extent provided by law.

8. Restrictions.

a. You may not download nor use the Software if You are a direct competitor of Ilient, except with Ilient's prior written consent. In addition, You may not download nor use the Software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

b. You shall not: (i) license, sublicense, sell, resell, transfer, assign, reverse engineer, distribute or otherwise commercially exploit or make available to any third party the Software in any way; (ii) modify or make derivative works based upon the Software; (iii) create Internet "links" to the Software or "frame" or "mirror" any content on any other server or wireless or Internet-based device; or (iv) reverse engineer; or (v) access, download or use the Software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Software, or (c) copy any ideas, features, functions or graphics of the Software.

c. You shall not modify, adapt, or translate the Software. You shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software.

You may use the Software only for your reasonable internal business purposes, on the condition that You do not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene (including pornography, violence, terror, etc.), threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Software or the data contained therein; or (v) attempt to gain unauthorized access to the Software or its related systems or networks; or (vi) violate or cause Ilient to violate applicable law.

9. Indemnity. You agree to indemnify and hold Ilient, and its subsidiaries, affiliates, officers, agents, and employees, harmless from any loss, damage, claim or demand, including reasonable attorney fees, arising out of your use of the Software, your connection to the Software, your violation of the this Agreement, or your violation of any rights of another, whether you are a registered user or not. You are solely responsible for your actions when using the Software.

10. Trademarks. "SysAid" is a trademark of Ilient. No right, license, or interest to such trademark is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademark.

11. Fees and Payments.

As mentioned above, Ilient offers three editions of the Software: a Free Edition (charge-free), a Trial Edition (charge-free) and a Full Edition. In any case in which you choose to use the Full Edition of the Software, or to receive maintenance and support services to the Free Edition, You will be obligated to pay to Ilient fees (including renewal fees, if applicable) (the "Fees").

The Full Edition License fee will be calculated, amongst others, according to that number of administrators, end-users and assets using the Software, as shall be specified in the Registration Form. Any other fee (as the Free Edition maintenance and support services fee) will be as published on Ilient's web-site.

Ilient reserves the right to impose a reconnection fee, if a maintenance and support services received were terminated, and thereafter You request to reconnect to the abovementioned service.

Terms of Payment.
a. Fees are payable at the beginning of each Term or upon invoice, according to the price list as provided by Ilient in Ilient's web site, or as shall be agreed between the parties.
b. All Fees or payments shall be paid within 30 days. Any delay in payment, shall consist a material breach.
c. Prices may be updated from time to time by Ilient, without prior notice. All updates will become effective in the lapsing of thirty (30) days of publish.
d. Billing and contact information. Only if You are a (1) Full Edition user, or (2) a Free Edition user wishing to receive maintenance and support services, You will need to provide Ilient with complete and accurate billing and contact information. This information includes your legal company/organization name (if applicable), street address, telephone number, fax number (if applicable), e-mail address, and name of an authorized billing contact. You agree to update this information within 30 days of any change. If the contact information You have provided is false or fraudulent, Ilient reserves, without derogating from that otherwise set forth herein, the right to terminate your access to the Software in addition to any other legal remedies.
e. When due, payments will be made directly to Ilient, under such terms and conditions as shall be resolved from time to time by Ilient.
f. When applicable, Ilient reserves the right to charge for its support and\or maintenance services on 30 days advance notice (to apply on a prospective basis only).
g. If You believe Your bill is incorrect, You must contact Ilient in writing within 60 days of the invoice date of the invoice setting forth the details of the amount in question and Your basis for asserting its inaccuracy in order for You to be considered eligible to receive an adjustment or credit.

You are solely responsible for payment of any taxes applicable by any law, resulting from your acceptance of this Agreement and/or your possession and use of the Software, exclusive of taxes based on Ilient's income. You agree to hold harmless Ilient from all claims and liability arising from your failure to report or pay such taxes.

12. Term of Agreement; Termination.

a. This Agreement and your License to the Software shall become effective upon downloading this Software to your computer and the following provisions shall apply (all the following periods shall be defined as the "Term"):
(i) With respect to the Free Edition - The Term of this Agreement and such License shall be 1 (one) year. Upon the consummation of the initial period, and subject to your full and accurate fulfillment of your representations and undertakings, the Term shall be renewed automatically for additional periods of one year each.

(ii) With respect to the Trial edition - The Term of this Agreement and such License shall be 30 (thirty) days and after such initial period, the License and your rights under the Agreement shall expire automatically.

(iii) With respect to the Full Edition - The Term of this Agreement and such License shall be 1 (one) year (the "Initial Period"). Upon the consummation of the Initial Period, subject to your renewal fee payment, and subject to your full and accurate fulfillment of your representations and undertakings, the Term shall be renewed for additional periods of one year each.

b. During the Term of this Agreement, each of the Parties may terminate this Agreement and the License at any time under its sole discretion and without any justification to the other party by providing the other Party with 21 (twenty-one) days prior written notice.
c. Without derogating from the provisions set forth herein, Ilient shall consider this Agreement terminated immediately upon the occurrence of any of the following events:
(i) If You are in a material breach of your obligations hereunder (including your obligations under the Restrictions section hereinabove) and did not cure such breach within 7 days of receiving a written notice specifying such breach.

(ii) If receivership, liquidation or bankruptcy procedures are initiated against You, and are not released within 14 days of their initiation;

(iii) If any governmental (national, state or local) regulations prevent the continuation of the performance of any party's obligations under this Agreement.

d. Upon termination of this Agreement, for any reason whatsoever, all rights granted to You, will terminate automatically and revert to Ilient. Termination will not entitle You to receive any payment or fee made by You.
Promptly upon termination of this Agreement for any reason or upon discontinuance or abandonment of your use of the Software, you must return to Ilient or destroy any and all materials pertaining to the Software (including all copies thereof). You agree to certify your compliance with such restriction immediately upon Ilient's request.

13. Miscellaneous.

13.1. This Agreement shall be governed by, construed and interpreted in accordance with the laws of the State of Israel, without reference to conflict of laws principles. Without derogating from the generality of the above, the United Nations Convention on Contracts for The International Sale of Goods shall not apply on this Agreement. You hereby irrevocably subject yourself to the exclusive jurisdiction of the courts located in Tel-Aviv, Israel and both parties hereby irrevocably waive any excuse or argument or defense against such jurisdiction such as forum inconvenient and others.

13.2. Ilient may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on its site, which we will notify you of only if you provide us with your contact information. We recommend you to enter from time to time to our web site in order to review information concerning such modifications.

13.3. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED RECEIVING OF OUR SERVICES AND/OR THE USE OF THE LICENSE FOLLOWING OUR POSTING OF A CHANGE NOTICE OR A NEW AGREEMENT ON OUR SITE (WHICH WE WILL NOTIFY YOU OF) WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE AND TO SUCH MODIFIED AGREEMENT.

13.4. Any notices required or permitted under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, with proper postage affixed and by a certified fax or e-mail.

13.5. In the event that any of the terms of this Agreement is or becomes or is declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement and all the remaining terms of this Agreement shall remain in full force and effect.

13.6. If the deletion of such provision shall cause this Agreement to become materially adverse to either Party, such Party shall have the right to terminate this Agreement as if terminated under Section 12(b).

13.7. Personnel. Without the express written consent of Ilient, You shall not employ or engage directly or indirectly with any employee of Ilient (or person who was an employee within twenty-four months prior to such date) assigned to this Agreement at any time during the term of this Agreement and for the period of twelve months thereafter.

13.8. Assignment; Successors. Ilient may assign or transfer this Agreement or any of its obligations hereunder to a third party, without your prior consent. The provisions of this Agreement shall be binding on the said third party, with the following exception: such third party shall be entitled to supply error correction services whether as an "on-site service" or as a "remote control service" all under its sole discretion.
You shall not assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the prior written consent of the Ilient.

THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF ILIENT'S OBLIGATIONS AND RESPONSIBILITIES TO YOU AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF ILIENT RELATING TO THE SUBJECT MATTER HEREOF.

Exhibit A - Support and Maintenance Services

This document describes Ilient's Support and Maintenance Services. These services are available when You have a valid Support and Maintenance contract. These services consist of (i) the Support services for the software and (ii) software maintenance, as described in this document.

Users of the Free Edition:
Subject to maintenance and support fee payment, Ilient offers a maintenance, error correction and user support for 12 (twelve) months as of accepting and submitting a Registration Form to the Free Edition of the Licensed Software, only for the most current version of the Licensed Software issued.
Any extension of the support period is subject to payments as specified in Ilient's price list.

Users of the Full Edition:
Ilient offers a charge free maintenance, error correction and user support for 12 (twelve) months as of accepting and submitting a Registration Form to the Full Edition of the Licensed Software, only for the most current version of the Licensed Software issued.
Any extension of the support period is subject to payments as specified in Ilient's price list.

1. Support Requests & Communication

User Support. Ilient shall provide telephone support for both technical and user questions during normal business hours of Ilient. Ilient shall furnish off-site telephone support, in the form of consultations, assistance and advice on the use or maintenance of the Licensed Software.

Ilient support team is available on-line and on-telephone (working hours and connection method of support team are available at Ilient's web site - www.ilient.com, and may change from time to time upon Ilient's sole discretion).

2. Support Services For The Software

Support Services for the software consist of technical support and assistance by e-mail and telephone to the customer using the Licensed Software. Support Services include receiving, classifying, and logging support requests and the assignment thereof to Ilient's technical specialists who are responsible for troubleshooting the problem (by means of remote troubleshooting or otherwise) until it is resolved.

A problem is considered resolved when:
o The software conforms substantially to its specifications; or
o The customer has been advised on how to correct or bypass the error; or
o The customer has been informed that the correction to the error will be available through a future software upgrade, or through a future update package, or through a documentation update; or
o It has been discovered that the problem is a hardware failure; or
o It has been discovered that the problem falls within the category not covered by the service fee, and the customer has been notified thereof.

If it is determined that the problem was due to your error in the use of the Licensed Software or from any modifications to the Licensed Software (including any modification to the database definitions, data structure or data integrity) that was neither made nor authorized by Ilient, You shall pay Ilient's standard commercial time and materials rates and reimburse Ilient for all reasonable out-of-pocket expenses involved in investigating the problem.

If critical or major technical issue is to be solved with a future software upgrade, or through a future update package, or through a documentation update, Ilient will deliver commercially reasonable efforts to advice You on how to bypass the error.

Ilient does not guarantee problems will be fixed in any specific time frame. However, as You may understand, It is the goal of Ilient to deliver commercially reasonable efforts to satisfactorily resolve each incident throughout Ilient's support system.

When necessary, You will allow Ilient to initiate remote troubleshooting, and make available to Ilient one or more of your designated employees knowledgeable in information services at such times and to the extent as may be reasonably required by Ilient to perform its services hereunder.

The service fee does not cover (a) any on-site support or assistance at your premises, (b) installation of Ilient products, (c) any Ilient pre-sales operations or training, or (d) preparation or delivery of any other documentation than the existing product documentation (for example instructions for customer specific tasks).

Ilient may issue, under its sole discretion, upgrades or improved versions of the Licensed Software, of the current version or new version from time to time. You must make sure to obtain and substitute or incorporate all new releases or fixes issued by Ilient pursuant to its warranty and support programs.

3. Software Upgrades

Any Software installation package released after a user had initially installed the Software is considered as an Update. The Minor Update is a release containing bug fixes, improving the convenience of use and providing minor extensions to the Software functionality. The Major Update is a release essentially changing or extending the Software functionality compared to the previous version (such as new modules etc.).

If You had registered the Full Edition of the Licensed Software, or registered to the maintenance and support services to the Free Edition of the Licensed Software, You are granted the right to receive (download) and install all the Minor Updates to the version initially installed free of charge. Installation of a Major Update may or may not require an upgrade fee, which is at the sole discretion of Ilient.
Installation of the Minor Update does not require repeating the registration procedure, as the registration data will be inherited from the previous installation. Installation of a Major Update will or will not require new registration.
You may install Minor Updates or Major Updates over your existing installation only during the Term of the Agreement.

4. Exclusions From Maintenance And Error Correction Services

The maintenance and error correction services provided by Ilient under this Agreement do not include:
o Maintenance or repair of hardware or other equipment belongs to You;
o Maintenance or modifications to your software except the Licensed Software;
o Servicing required due to your misuse of the Licensed Software or alterations or modifications to the Licensed Software that were not authorized or performed by Ilient (including any modification to the database definitions, data structure or data integrity). Upon your request by, Ilient shall review any modifications done to the Licensed Software by You to determine whether such modifications invalidate Ilient's maintenance obligations. Ilient shall confirm its determination to You promptly in writing. Ilient's review and determination shall be done on a time and materials basis at Ilient's then current charge rates.