THIS IS A LEGAL AGREEMENT BETWEEN YOU, THE EMPLOYEE, THE INDIVIDUAL, OR THE ENTITY IDENTIFIED AS CUSTOMER (AS DEFINED HEREinafter) AND HOUSE MATCH L.L.C.. THIS AGREEMENT STATES THE TERMS and conditions UNDER WHICH CUSTOMER MAY USE THE INSTANT REAL ESTATE INVESTOR SOFTWARE. BY clicking on the accept button, INSTALLING, HAVING INSTANT REAL ESTATE INVESTOR SOFTWARE INSTALLED ON CUSTOMERs BEHALF, COPYING, HAVING INSTANT REAL ESTATE INVESTOR SOFTWARE COPIED ON CUSTOMERs BEHALF, USING OR HAVING INSTANT REAL ESTATE INVESTOR SOFTWARE USED ON CUSTOMERs BEHALF, CUSTOMER INDICATES THAT CUSTOMER HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY THE TERMS SET FORTH IN THIS AGREEMENT. IF INSTANT REAL ESTATE INVESTOR SOFTWARE IS INSTALLED, COPIED OR USED ON BEHALF OF CUSTOMER, THE TERMS SET FORTH IN THIS AGREEMENT SHALL APPLY TO CUSTOMER AS WELL AS TO the INDIVIDUAL OR ENTITY INSTALLING, COPYING OR USING INSTANT REAL ESTATE INVESTOR SOFTWARE ON BEHALF OF CUSTOMER. this agreement shall be effective as of THE earlier of the date INSTANT REAL ESTATE INVESTOR SOFTWARE is installed or used. INSTANT REAL ESTATE INVESTOR SOFTWARE SHALL BE DEEMED ACCEPTED BY CUSTOMER TEN (10) DAYS AFTER THE DATE INSTANT REAL ESTATE INVESTOR SOFTWARE IS DELIVERED TO CUSTOMER. IF CUSTOMER DOES NOT AGREE WITH THE TERMS and conditions SET FORTH IN THIS AGREEMENT, DO NOT install or USE INSTANT REAL ESTATE INVESTOR SOFTWARE AND RETURN INSTANT REAL ESTATE INVESTOR SOFTWARE TO HOUSE MATCH L.L.C. WITHIN TEN (10) DAYS OF THE DATE INSTANT REAL ESTATE INVESTOR SOFTWARE IS DELIVERED TO CUSTOMER. ANY REFUNDS (IF APPLICABLE) SHALL BE SUBJECT TO HOUSE MATCH L.L.C. STANDARD REFUND POLICY IN EFFECT, LESS ANY RESTOCKING FEES AND OTHER APPLICABLE FEES.

SOFTWARE Agreement

This INSTANT REAL ESTATE INVESTOR SOFTWARE Agreement (Agreement) is made as of the Effective Date by and between HOUSE MATCH L.L.C., a corporation with offices located at [Address of HOUSE MATCH L.L.C.] and the individual or entity identified on the Sales Agreement as customer (Customer).

W I T N E S S E T H:

WHEREAS, HOUSE MATCH L.L.C. owns that certain INSTANT REAL ESTATE INVESTOR SOFTWARE application entitled INSTANT REAL ESTATE INVESTOR SOFTWARE; and

WHEREAS, Customer has had an opportunity to review and approve the functions and utilities of INSTANT REAL ESTATE INVESTOR SOFTWARE and is familiar with the use and operation of INSTANT REAL ESTATE INVESTOR SOFTWARE; and

WHEREAS, Customer has independently determined that INSTANT REAL ESTATE INVESTOR SOFTWARE will meet the needs of Customer for a [Customer INSTANT REAL ESTATE INVESTOR SOFTWARE Requirements] INSTANT REAL ESTATE INVESTOR SOFTWARE application at the Facility (as defined below); and

WHEREAS, Customer desires to receive a license to use INSTANT REAL ESTATE INVESTOR SOFTWARE.

NOW THEREFORE, in consideration of the mutual benefits of the covenants and restrictions herein contained, HOUSE MATCH L.L.C. and Customer hereby agree as follows:

ARTICLE I: RECITALS AND DEFINITIONS

Section 1.01 -- Recitals: The above recitals and identification of parties are true and correct.

Section 1.02 -- Definitions: The following definitions shall apply:

(1) Access: The term Access and variants thereof shall mean to store data in, retrieve data from or otherwise approach or make use of (directly or indirectly) through electronic means or otherwise.

(2) INSTANT REAL ESTATE INVESTOR SOFTWARE: The term INSTANT REAL ESTATE INVESTOR SOFTWARE shall mean the object code for that certain INSTANT REAL ESTATE INVESTOR SOFTWARE application, including the Documentation, as provided by HOUSE MATCH L.L.C. to Customer hereunder, including Updates.

(3) Associate: The term Associate shall mean an employee of HOUSE MATCH L.L.C. or an independent contractor hired by HOUSE MATCH L.L.C..

(4) Authorized Person: The term Authorized Person shall mean Customer or employees of Customer who agree in writing to maintain the confidentiality of Confidential Information and individuals or organizations who are authorized in writing by HOUSE MATCH L.L.C. to receive Confidential Information and who agree in writing to maintain the confidentiality of such Confidential Information.

(5) Cancellation Notice: The term Cancellation Notice shall mean that written notice sent by HOUSE MATCH L.L.C. to Customer seeking to cancel this Agreement because of breach of this Agreement by Customer.

(6) Confidential Information: The term Confidential Information shall mean all information concerning this Agreement, INSTANT REAL ESTATE INVESTOR SOFTWARE, and the business and technical plans of HOUSE MATCH L.L.C. which is disclosed by HOUSE MATCH L.L.C. to Customer or learned by Customer.

(7) Defects: The term Defects shall mean programming errors which substantially impair the performance, utility and functionality of INSTANT REAL ESTATE INVESTOR SOFTWARE, as represented in the Documentation.

(8) Defect Notice: The term Defect Notice shall mean that certain written notice from Customer to HOUSE MATCH L.L.C. identifying Defects.

(9) Delivery Date: The term Delivery Date shall mean the date INSTANT REAL ESTATE INVESTOR SOFTWARE is delivered to Customer (as applicable).

(10) Deposit: The term Deposit shall mean a sum of money equal to fifty percent (50%) of the Price.

(11) Documentation: The term Documentation shall mean the INSTANT REAL ESTATE INVESTOR SOFTWARE user guide (in electronic or printed format) as provided to Customer on the Delivery Date.

(12) Documentation Fee: The term Documentation Fee shall mean the sum of money paid by Customer to HOUSE MATCH L.L.C. for additional copies of Documentation requested by Customer pursuant to Section 3.02. determined in accordance with HOUSE MATCH L.L.C. then standard rates as of the date Customers request for additional copies of the Documentation is received by HOUSE MATCH L.L.C..

(13) Effective Date: The term Effective Date shall mean the earlier of the date that the Sales Agreement is executed by HOUSE MATCH L.L.C. and Customer or the date INSTANT REAL ESTATE INVESTOR SOFTWARE is installed or used.

(14) Event of Bankruptcy: The term Event of Bankruptcy shall mean: (1) the filing of a petition under any insolvency or bankruptcy statute seeking the declaration of Customer as insolvent or bankrupt; (2) the filing of any action seeking receivership or reorganization of Customer pursuant to or under any insolvency or bankruptcy statute; or (3) the filing of any involuntary petition against Customer pursuant to any insolvency or bankruptcy statute if such petition shall remain unstayed or undismissed for a period of ten (10) days after filing.

(15) Implement: The term Implement and variants thereof (including, but not limited to, the terms implementation, implementing and implemented) shall mean to load.

(16) Maintenance Services: The term Maintenance Services shall mean Defect resolution services concerning INSTANT REAL ESTATE INVESTOR SOFTWARE (excluding the System) as provided by HOUSE MATCH L.L.C. to Customer for the prevailing fees and time and material rates published by HOUSE MATCH L.L.C. and subject to HOUSE MATCH L.L.C. standard maintenance terms.

(17) Price: The term Price shall mean the total price to be paid by Customer to HOUSE MATCH L.L.C. for the System and for licensing INSTANT REAL ESTATE INVESTOR SOFTWARE, as set forth in the Price Schedule.

(18) Restatements: The term Restatements shall mean Section 757 of the Restatement of Torts, Section 39 of the Restatement (Third) of Unfair Competition, Section 1 of the Uniform Trade Secrets Act, and Section 1839 of Title 18 of the United States Code (18 U.S.C. § 1839).

(19) Services: The term Services shall mean Maintenance Services and that certain INSTANT REAL ESTATE INVESTOR SOFTWARE installation, training, telephone support, development and consulting services as requested by Customer and approved by HOUSE MATCH L.L.C. in writing.

(20) Term: The term Term shall mean a period of time commencing on the Effective Date and continuing until this Agreement is terminated or canceled under Article IV.

(21) Third Party Technology: The term Third Party Technology shall mean third party software, computer, hardware, peripherals, components, devices, equipment and technology used in connection with or related to INSTANT REAL ESTATE INVESTOR SOFTWARE.

(22) Unauthorized Access: The term Unauthorized Access shall mean any access to INSTANT REAL ESTATE INVESTOR SOFTWARE except for the exclusive purpose of Property Lead Management, and training employees of Customer in the use of INSTANT REAL ESTATE INVESTOR SOFTWARE.

(23) Unauthorized User: The term Unauthorized User shall mean any individual who accesses INSTANT REAL ESTATE INVESTOR SOFTWARE except for: (1) employees of Customer authorized by Customer to access INSTANT REAL ESTATE INVESTOR SOFTWARE and who agrees to maintain the confidentiality of Confidential Information for the exclusive purpose of performing [Primary Software Purpose], and training employees of Customer in the use of INSTANT REAL ESTATE INVESTOR SOFTWARE and (2) Authorized Persons authorized in writing by HOUSE MATCH L.L.C. to access INSTANT REAL ESTATE INVESTOR SOFTWARE.

(24) Updates: The term Updates shall mean the object code for updates, upgrades, new versions, new releases or modifications to INSTANT REAL ESTATE INVESTOR SOFTWARE as generally made available by HOUSE MATCH L.L.C. from time to time to HOUSE MATCH L.L.C. customers for the applicable fee.

(25) Warranty Term: The term Warranty Term shall mean a period of time commencing on the Delivery Date and ending on the date which is sixty (60) days thereafter.

ARTICLE II: SOFTWARE

Section 2.01 -- Grant of License: HOUSE MATCH L.L.C. hereby grants to Customer a non-exclusive and non-transferable license to use INSTANT REAL ESTATE INVESTOR SOFTWARE and to use the Documentation at the Facility for the License Term, subject to the terms and provisions of this Agreement.

Section 2.02 -- Delivery: Customer hereby acknowledges HOUSE MATCH L.L.C. shall deliver INSTANT REAL ESTATE INVESTOR SOFTWARE on the Delivery Date.

Section 2.03 -- Implementation: Customer shall install the INSTANT REAL ESTATE INVESTOR SOFTWARE. Customer shall

implement INSTANT REAL ESTATE INVESTOR SOFTWARE on the System, subject to the terms and conditions of this Agreement.

Section 2.04 -- Acceptance: INSTANT REAL ESTATE INVESTOR SOFTWARE shall be deemed accepted by Customer ten (10) days after the Delivery Date unless Defect Notice is received by HOUSE MATCH L.L.C. by such tenth day. Upon receiving Defect Notice from Customer, HOUSE MATCH L.L.C. shall review the asserted Defect to determine if the Defect is valid. If, in the reasonable professional judgment of HOUSE MATCH L.L.C. the asserted Defect is valid, HOUSE MATCH L.L.C. shall correct the Defect and resubmit INSTANT REAL ESTATE INVESTOR SOFTWARE for acceptance by Customer. If, in the reasonable professional judgment of HOUSE MATCH L.L.C. the asserted Defect is not valid, HOUSE MATCH L.L.C. shall submit to Customer a written explanation of the reasons why such asserted Defect is not valid. The written explanation of HOUSE MATCH L.L.C. set forth herein shall be deemed accepted by Customer within ten (10) days after receipt by Customer of such written explanation unless HOUSE MATCH L.L.C. receives from Customer written notice rejecting such explanation and terminating this Agreement within such ten (10) day period. Upon receipt of Defect Notice from Customer by HOUSE MATCH L.L.C. as set forth above, INSTANT REAL ESTATE INVESTOR SOFTWARE shall be deemed accepted by Customer except as to the asserted Defects specified in the Defect Notice.

Section 2.05 -- Risk of Loss: Customer shall assume risk of loss to INSTANT REAL ESTATE INVESTOR SOFTWARE as of the Delivery Date. Customer shall keep INSTANT REAL ESTATE INVESTOR SOFTWARE protected and in good working order, maintained and insured against loss for full replacement value until the date that the Price is paid in full by Customer.

Section 2.06 -- Authorized Use: Customer shall prevent Unauthorized Users from accessing INSTANT REAL ESTATE INVESTOR SOFTWARE. Customer shall prevent Unauthorized Access to INSTANT REAL ESTATE INVESTOR SOFTWARE. Customer shall promptly inform HOUSE MATCH L.L.C. of any and all Unauthorized Access (or suspected Unauthorized Access) and Unauthorized Users (or suspected Unauthorized Users) of which Customer has knowledge or suspicion. Access to INSTANT REAL ESTATE INVESTOR SOFTWARE using third party products for purposes of manipulating, viewing, disclosing or using the internal structure of INSTANT REAL ESTATE INVESTOR SOFTWARE or for creating a database, data dictionary or data model shall be deemed Unauthorized Access.

Section 2.07 -- Site Restriction: Customer shall use INSTANT REAL ESTATE INVESTOR SOFTWARE only on the System and only at the Facility.

Section 2.08 -- End Use: Customer hereby represents and warrants that INSTANT REAL ESTATE INVESTOR SOFTWARE is being licensed by Customer for its own use at the Facility and not for rental, leasing, resale, sublicensing, distribution, outsourcing, or offering service bureau services.

Section 2.09 -- Services: Customer may request Services, as approved by HOUSE MATCH L.L.C.. All Services shall be subject to the discretion of HOUSE MATCH L.L.C. and shall be subject to HOUSE MATCH L.L.C. standard service terms and applicable time and material rates.

ARTICLE III: PAYMENT

Section 3.01 -- Price: Customer shall pay the Deposit on the Effective Date. Customer shall pay the difference between the Price and the Deposit on the Delivery Date.

Section 3.02 -- Documentation Fee: Additional copies of the Documentation may be purchased by Customer from HOUSE MATCH L.L.C. upon request by Customer and upon payment of the Documentation Fee.

Section 3.03 -- Costs: Customer shall pay all costs incurred by HOUSE MATCH L.L.C. in performing this Agreement. Such costs shall include (without limitation) postage, freight, telecommunications, fees charged by third parties, telephone, travel, lodging, per diem, material and reproduction costs.

Section 3.04 -- Taxes: Customer shall pay any and all taxes attributable to this Agreement, to the transactions contemplated hereunder or to the transactions performed by Customer or third parties using INSTANT REAL ESTATE INVESTOR SOFTWARE, including, without limitation, any applicable sales or use taxes. Notwithstanding the foregoing, Customer shall not be responsible for paying any income taxes assessed against HOUSE MATCH L.L.C..

Section 3.05 -- Late Fee: Any amount which is not paid when due shall be increased by a late charge equal to 1% of such unpaid amount for each month (or portion thereof) in which such amount is due and not paid.

Section 3.06 -- Invoicing and Payment: Services shall be performed by HOUSE MATCH L.L.C. at the time and material rates of HOUSE MATCH L.L.C. prevailing at the time such Services are rendered. HOUSE MATCH L.L.C. shall invoice Customer for fees and costs in connection with the Services. Customer shall pay any such invoice in full on the due date thereof or within thirty (30) days of receiving such invoice (whichever is earlier).

ARTICLE IV: TERMINATION

Section 4.01 -- Termination Limitations: This Agreement shall only be terminated or canceled as provided under this Article IV.

Section 4.02 -- Term: This Agreement shall be valid for the Term.

Section 4.03 -- Termination: Customer may terminate this Agreement for convenience upon providing ten (10) days written notice of termination to HOUSE MATCH L.L.C., subject to the terms and provisions of this Agreement.

Section 4.04 -- Cancellation for Cause: If Customer violates its obligations under this Agreement, HOUSE MATCH L.L.C. may cancel this Agreement by sending Cancellation Notice describing the noncompliance to Customer. Upon receiving Cancellation Notice, Customer shall have ten (10) days from the date of such notice to cure any such noncompliance. If such noncompliance is not cured within the required ten (10) day period, HOUSE MATCH L.L.C. shall have the right to cancel this Agreement as of the eleventh day after the date of the Cancellation Notice.

Section 4.05 -- Return: Upon termination or cancellation of this Agreement, Customer shall promptly remove (at Customers expense) all customer information and data stored in INSTANT REAL ESTATE INVESTOR SOFTWARE and return to HOUSE MATCH L.L.C. the INSTANT REAL ESTATE INVESTOR SOFTWARE, the Documentation and all HOUSE MATCH L.L.C. materials provided by HOUSE MATCH L.L.C. to Customer hereunder and shall provide HOUSE MATCH L.L.C. with a certificate of compliance with this Section 4.05 signed by an authorized representative of Customer. Orders under the Sales Agreement terminated or cancelled by Customer or changes made by Customer within ten (10) days after the Effective Date or before implementation of INSTANT REAL ESTATE INVESTOR SOFTWARE on the System has started (whichever is earlier) are subject to HOUSE MATCH L.L.C. and Manufacturers standard return and refund policy in effect, including (without limitation) restocking fees and other applicable fees. Upon termination or cancellation of this Agreement ten (10) days after the Effective Date or after implementation of the INSTANT REAL ESTATE INVESTOR SOFTWARE, HOUSE MATCH L.L.C. shall be entitled to retain all payments rendered to HOUSE MATCH L.L.C. under this Agreement, including (without limitation) the Deposit, the Price, payment for the Services, and payments in anticipation of Services.

ARTICLE V: WARRANTY

Section 5.01 -- Warranty: HOUSE MATCH L.L.C. represents and warrants that INSTANT REAL ESTATE INVESTOR SOFTWARE shall perform substantially as represented in the Documentation for the Warranty Term. Customers exclusive remedy for breach of warranty shall be modification or replacement of INSTANT REAL ESTATE INVESTOR SOFTWARE, as determined by HOUSE MATCH L.L.C..

Section 5.02 -- Third Party Warranties: HOUSE MATCH L.L.C. hereby assigns to Customer the benefit of any and all Manufacturer warranties for the Third Party Technology and may cooperate (as determined by HOUSE MATCH L.L.C.) with Customer in securing the benefit of any remedies available to Customer under any such Manufacturer warranty.

Section 5.03 -- Service Warranty: Any Services provided by HOUSE MATCH L.L.C. pursuant to this Agreement shall be performed on a reasonable efforts basis in a timely and professional manner and shall conform to the standards generally observed in the industry for similar Services and shall be subject to Sections 5.01, 5.04, 5.05 and 5.08.

SECTION 5.04 -- DISCLAIMER: THE WARRANTIES SET FORTH IN SECTIONS 5.01 AND 5.03 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND HOUSE MATCH L.L.C. HEREBY DISCLAIMS AND CUSTOMER HEREBY WAIVES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY AND ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES OF MERCHANTABILITY.

Section 5.05 -- Express Warranties: Customer hereby acknowledges and agrees that HOUSE MATCH L.L.C. (including HOUSE MATCH L.L.C. officers, employees, agents, directors, independent contractors, affiliates, distributors and successors) has not made or granted any express warranties concerning the System, the Services and INSTANT REAL ESTATE INVESTOR SOFTWARE except as expressly set forth in Sections 5.01 and 5.03 of this Agreement.

Section 5.06 -- Third Party Claims: If a final judgment from a court of competent jurisdiction is entered against Customer upholding claims that INSTANT REAL ESTATE INVESTOR SOFTWARE violates a United States patent, copyright, trade secret or other proprietary rights of a third party in the United States, provided that Customer gives HOUSE MATCH L.L.C. prompt written notice upon Customers knowledge of any such claim, permits HOUSE MATCH L.L.C. to answer and defend (at HOUSE MATCH L.L.C. option) such claim or action and provides HOUSE MATCH L.L.C. with information, assistance and authority to assist HOUSE MATCH L.L.C. in the defense of such claim or action, HOUSE MATCH L.L.C. shall perform one or more of the following actions (as determined by HOUSE MATCH L.L.C.) within one year of the date final judgment in favor of such third partys claim is rendered by a court of competent jurisdiction:

(1) Replacement: Replace INSTANT REAL ESTATE INVESTOR SOFTWARE with a non-infringing INSTANT REAL ESTATE INVESTOR SOFTWARE product of substantially equivalent functional and performance capability;

(2) Modification: Modify INSTANT REAL ESTATE INVESTOR SOFTWARE to avoid the infringement without substantially eliminating the functional and performance capabilities of INSTANT REAL ESTATE INVESTOR SOFTWARE;

(3) Obtain Agreement: Obtain a license for use of INSTANT REAL ESTATE INVESTOR SOFTWARE from the third party claiming infringement for use of INSTANT REAL ESTATE INVESTOR SOFTWARE.

HOUSE MATCH L.L.C. shall have the right to participate or assume the defense (as determined by HOUSE MATCH L.L.C.) and Customer shall permit and authorize HOUSE MATCH L.L.C. to participate in or assume the defense of any such claim or action through legal counsel. The foregoing remedy does not apply and HOUSE MATCH L.L.C. shall have no obligation in connection with or relating to any third party infringement claim in connection with or related to (i) Customers modification of INSTANT REAL ESTATE INVESTOR SOFTWARE; (ii) Customers failure to use INSTANT REAL ESTATE INVESTOR SOFTWARE in accordance with the Documentation in effect; (iii) Customers failure to use the most current release or version of INSTANT REAL ESTATE INVESTOR SOFTWARE; (iv) Customers combination, interface, operation or use of INSTANT REAL ESTATE INVESTOR SOFTWARE with Third Party Technology; and (v) HOUSE MATCH L.L.C. compliance with designs, instructions, or specifications required by Customer. The remedies set forth herein shall be the sole and exclusive remedies of Customer under this Agreement for any and all claims of indemnification relating to infringement. HOUSE MATCH L.L.C. obligations set forth in this Section 5.06 shall not apply to the Third Party Technology.

Section 5.07 -- Remedies: The exclusive remedy of Customer for any reason and for any cause of action whatsoever in connection with or relating to this Agreement, the System, INSTANT REAL ESTATE INVESTOR SOFTWARE or any transaction involving INSTANT REAL ESTATE INVESTOR SOFTWARE, regardless of the form of action, whether in contract or in tort, including negligence and breach of warranty, shall be limited to repair or replacement of INSTANT REAL ESTATE INVESTOR SOFTWARE as determined by HOUSE MATCH L.L.C..

Section 5.08 -- Limitation of Damages: HOUSE MATCH L.L.C. shall not be liable to Customer in connection with or relating to this Agreement, the System, INSTANT REAL ESTATE INVESTOR SOFTWARE and any transactions involving INSTANT REAL ESTATE INVESTOR SOFTWARE for any direct, indirect, lost profits, consequential, exemplary, incidental or punitive damages, regardless of the form of action, whether in contract or in tort, including breach of warranty and negligence, regardless of whether HOUSE MATCH L.L.C. has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable. Notwithstanding anything to the contrary, the liability of HOUSE MATCH L.L.C. for any reason and for any cause of action whatsoever in connection with or relating to this Agreement, the System INSTANT REAL ESTATE INVESTOR SOFTWARE and any transactions involving SOFTWARE shall be limited to the license fee for SOFTWARE.

Section 5.09 -- Force Majeure: HOUSE MATCH L.L.C. shall not be liable for any failure by HOUSE MATCH L.L.C. to perform its obligations under this Agreement because of circumstances beyond the reasonable control of HOUSE MATCH L.L.C., which such circumstances shall include (without limitation) natural disaster, terrorism, riot, sabotage, labor disputes, war, any acts or omissions of any government, governmental authority or third party, declarations of governments, transportation delays, power failure, computer failure, telecommunications failure, Third Party Technology, failure of Customer to cooperate with the reasonable requests of HOUSE MATCH L.L.C., misuse of the System or SOFTWARE by Customer or third party, breach of this Agreement by Customer or a third party and any other events reasonably beyond the control of HOUSE MATCH L.L.C..

Section 5.10 -- Customer Indemnification: Customer shall release, defend, indemnify and hold harmless HOUSE MATCH L.L.C. (including its officers, directors, employees, affiliates, independent contractors, distributors, agents and successors) against any expense, loss, cost or liability (including, without limitation, interest, penalties, attorney fees and paralegal fees) arising from any and all claims, demands, damages or actions resulting from or related to (1) use of SOFTWARE by Customer, (including, without limitation, any claim regarding use of SOFTWARE by Customer in an infringing manner or any claim by third parties for breach of warranty, negligence, loss of data, libel, slander, unfair competition, trademark infringement, or invasion of privacy); (2) performance of SOFTWARE; (3) Customers negligence or the acts (or any failure to act) of Customer hereunder; (4) any breach by Customer of the obligations of Customer hereunder; and (5) investigation or defense of any of the above or in asserting HOUSE MATCH L.L.C. rights hereunder.

Section 5.11 -- Cooperation: Customer shall cooperate with HOUSE MATCH L.L.C. by providing HOUSE MATCH L.L.C. with information concerning SOFTWARE and the System as may be requested by HOUSE MATCH L.L.C. from time to time and by providing HOUSE MATCH L.L.C. with unrestricted access to the personnel, facilities, computers, computer SOFTWARE and data of Customer.

Section 5.12 -- Maintenance: Customer hereby acknowledges and agrees that Customer shall solely be responsible for acquiring, installing, implementing, updating, upgrading, maintaining and replacing the System and all Third Party Technology for any reason, including (without limitation) for Updates or correction of Defects, including (without limitation) all costs, fees, taxes and payments in connection therewith or related thereto.

Section 5.13 -- Security Interest: HOUSE MATCH L.L.C. hereby reserves and Customer hereby grants to HOUSE MATCH L.L.C. a purchase money security interest in the System and SOFTWARE to secure payment of the Price by Customer. In order to perfect such security interest, Customer hereby appoints HOUSE MATCH L.L.C. as the true and lawful attorney-in-fact of Customer and Customer hereby authorizes HOUSE MATCH L.L.C. to (1) execute in the name of Customer all forms, documents and financing statements deemed desirable by HOUSE MATCH L.L.C., and (2) file copies of the Sales Agreement, this Agreement and any forms and financing statements with appropriate government agencies and offices as deemed necessary by HOUSE MATCH L.L.C. to perfect such purchase money security interest.

Section 5.14 -- Repossession: If Customer fails to pay the balance of the Price when due (as provided in Section 3.01 of this Agreement), HOUSE MATCH L.L.C. shall have the right to enter the Facility and to repossess the System and SOFTWARE without further notice. If any Event of Bankruptcy occurs before payment of the balance of the Price when due (as provided in Section 3.01 of this Agreement), HOUSE MATCH L.L.C. shall be entitled to any and all remedies available to a secured creditor under the U.S. Bankruptcy Code and applicable state or federal law.

ARTICLE VI: INTELLECTUAL PROPERTY

Section 6.01 -- Ownership and Title: Title to INSTANT REAL ESTATE INVESTOR SOFTWARE, including all ownership rights to patents, copyrights, trademarks and trade secrets therein or in connection therewith shall be the exclusive property of HOUSE MATCH L.L.C.. Customer hereby assigns, transfers and conveys to HOUSE MATCH L.L.C. any and all rights, title and interests Customer may have or accrue in INSTANT REAL ESTATE INVESTOR SOFTWARE, including (without limitation) any and all ownership rights to patents, copyrights, trademarks and trade secrets therein or in connection therewith.

Section 6.02 -- Confidential Information: INSTANT REAL ESTATE INVESTOR SOFTWARE shall be deemed Confidential Information of HOUSE MATCH L.L.C.. Customer shall maintain the Confidential Information in strict confidence. Customer shall not disclose Confidential Information except to Authorized Persons. Customer shall not access, duplicate or use the Confidential Information except as otherwise permitted under this Agreement.

Section 6.03 -- Trade Secrets: Customer hereby acknowledges and agrees that the Confidential Information (i) derives independent economic value (actual or potential) from not being generally known to, or readily ascertainable by, other persons who can obtain economic value from its disclosure or use; (ii) is the subject of reasonable efforts by HOUSE MATCH L.L.C. under the circumstances to maintain its secrecy; and (iii) is a trade secret as defined under Chapter 688 of the Florida Statutes [§688.002(4)] and the Restatements.

Section 6.04 -- Reverse Engineering: Customer shall not reverse engineer INSTANT REAL ESTATE INVESTOR SOFTWARE and shall not allow INSTANT REAL ESTATE INVESTOR SOFTWARE to be reverse engineered.

Section 6.05 -- Backup Copy: Customer may create one copy of INSTANT REAL ESTATE INVESTOR SOFTWARE (excluding the printed Documentation) at the Facility only for routine archival or backup purposes.

Section 6.06 -- Copies: Except as provided in Section 6.05, Customer shall not copy INSTANT REAL ESTATE INVESTOR SOFTWARE and shall not allow INSTANT REAL ESTATE INVESTOR SOFTWARE to be copied without the prior written consent of HOUSE MATCH L.L.C..

Section 6.07 -- Modifications: Customer shall not modify INSTANT REAL ESTATE INVESTOR SOFTWARE and shall not allow INSTANT REAL ESTATE INVESTOR SOFTWARE to be modified without the prior written consent of HOUSE MATCH L.L.C.. Customer shall not use INSTANT REAL ESTATE INVESTOR SOFTWARE or any materials incident thereto to develop computer INSTANT REAL ESTATE INVESTOR SOFTWARE without the prior written consent of HOUSE MATCH L.L.C.. If INSTANT REAL ESTATE INVESTOR SOFTWARE is modified, such modifications shall be the sole and exclusive property of HOUSE MATCH L.L.C. and HOUSE MATCH L.L.C. shall own any and all rights, title and interests to such modifications and any resulting computer INSTANT REAL ESTATE INVESTOR SOFTWARE, including (without limitation) any and all copyrights, patents and trade secrets therein or in connection therewith.

Section 6.08 -- No Contest: Customer shall not contest or aid in contesting the ownership or validity of the trademarks, service marks, trade secrets, or copyrights of HOUSE MATCH L.L.C..

Section 6.09 -- Employee Pirating: Customer shall not induce or solicit (directly or indirectly) any Associate to leave the employ or hire of HOUSE MATCH L.L.C.. Customer shall not engage (directly or indirectly) the services of such Associate (as an employee, consultant, independent contractor, or otherwise) without the advance written consent of HOUSE MATCH L.L.C..

Section 6.10 -- U.S. Government Restricted Rights: If Customer is the U.S. Government or an agency or department thereof (collectively Government), INSTANT REAL ESTATE INVESTOR SOFTWARE is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer INSTANT REAL ESTATE INVESTOR SOFTWARE Restricted Rights clause at 48 C.F.R. 52.227-19.

Section 6.11 -- Proprietary Notices: Customer shall not remove, alter or obscure any copyright notices or other proprietary legends displayed by or used by HOUSE MATCH L.L.C. in connection with or related to INSTANT REAL ESTATE INVESTOR SOFTWARE.

Section 6.12 -- Trademarks: HOUSE MATCH L.L.C. trademarks, trade dress, logos, tradenames or insignia (HOUSE MATCH L.L.C. Marks), including (without limitation) INSTANT REAL ESTATE INVESTOR SOFTWARE, are owned exclusively by HOUSE MATCH L.L.C.. HOUSE MATCH L.L.C. shall retain all rights, title and ownership interests in HOUSE MATCH L.L.C. Marks. Customer shall not (directly or indirectly) use any trademark, tradename, trade dress, insignia or logo that is similar to or a colorable imitation of any HOUSE MATCH L.L.C. Marks.

Section 6.13 -- Continuation: The terms and conditions of this Article VI shall survive termination and cancellation of this Agreement.

ARTICLE VII: MISCELLANEOUS

Section 7.01 -- Assignments: All assignments of rights under this Agreement by Customer without the prior written consent of HOUSE MATCH L.L.C. shall be void.

Section 7.02 -- Public Announcement: All public announcements of the relationship of HOUSE MATCH L.L.C. and Customer under this Agreement shall be subject to the prior written approval of HOUSE MATCH L.L.C.. HOUSE MATCH L.L.C. shall have the right to use the name of Customer as a reference for marketing purposes in connection with INSTANT REAL ESTATE INVESTOR SOFTWARE.

Section 7.03 -- Entire Agreement: This Agreement and the Sales Agreement contain the entire understanding of the parties and supersede previous verbal and written agreements between the parties concerning the System and INSTANT REAL ESTATE INVESTOR SOFTWARE. In the event of a conflict between the terms of this Agreement and the terms of the Sales Agreement, the terms of this Agreement shall prevail.

Section 7.04 -- Amendments and Modifications: Alterations, modifications or amendments of a provision of this Agreement shall not be binding unless such alteration, modification or amendment is in writing and signed by HOUSE MATCH L.L.C. and Customer.

Section 7.05 -- Severability: If a provision of this Agreement is rendered invalid, the remaining provisions shall remain in full force and effect.

Section 7.06 -- Captions: The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision thereof.

Section 7.07 -- Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 7.08 -- Governing Law: This Agreement shall be governed by the laws of the State of [State of Governing Law] without regard to any rules of conflict or choice of laws which require the application of laws of another jurisdiction and venue shall be in Chester County, Thorndale PA.

Section 7.09 -- Notice: Notices shall be in writing and shall be deemed delivered when delivered by commercial overnight delivery service, by courier, Certified or Registered Mail with Return Receipt Requested or by hand to the address set forth below for HOUSE MATCH L.L.C. and to the address set forth on the Sales Agreement for Customer. Notice shall be deemed given on the date of receipt - as evidenced in the case of Certified or Registered Mail by Return Receipt.

HOUSE MATCH L.L.C.: Address:

Section 7.10 -- Pronouns/Gender: Pronouns and nouns shall refer to the masculine, feminine, neuter, singular or plural as the context shall require.

Section 7.11 -- Bankruptcy: If HOUSE MATCH L.L.C. must institute, defend, appear or attend a bankruptcy proceeding as a result of the filing of bankruptcy by Customer, fees and expenses shall be paid by Customer. If Customer has a bankruptcy proceeding filed against it, HOUSE MATCH L.L.C. shall recover attorney fees, expert witness fees, and other costs incurred by HOUSE MATCH L.L.C. in connection with the bankruptcy proceeding, hearing or trial.

Section 7.12 -- Waiver: Any waiver of a provision of this Agreement by HOUSE MATCH L.L.C. shall not be binding unless such waiver is in writing and signed by HOUSE MATCH L.L.C.. Waiver by HOUSE MATCH L.L.C. of any breach of this Agreement shall not constitute waiver of any other breach. Any failure by HOUSE MATCH L.L.C. to enforce a provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision.

Section 7.13 -- Relationship of the Parties: It is agreed that the relationship of HOUSE MATCH L.L.C. and Customer is primarily that of licensor and licensee or seller and customer respectively. Nothing herein shall be construed as creating a partnership, an employment relationship, or an agency relationship between the parties, or as authorizing either party to act as agent for the other. Each party shall maintain its separate identity.

Section 7.14 -- Arbitration: Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of MyTechnologyLawyer.com in Thorndale, Pennsylvania . Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Qualified Arbitrators shall be selected by the parties in accordance with the Arbitration Rules of MyTechnologyLawyer.com. Each party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure. The Arbitration shall be administered by MyTechnologyLawyer.com.

Section 7.15 -- Assurances: Each party hereby represents and warrants that all representations, warranties, recitals, statements and information provided to the other under this Agreement are true, correct and accurate as of the Effective Date to the best of their knowledge.

Section 7.16 -- Litigation Expense: In the event of litigation or arbitration arising out of this Agreement, each party shall pay its own costs and expenses of litigation or arbitration (excluding fees and expenses of arbitrators and administrative fees and expenses of arbitration).

Section 7.17 -- Equitable Remedies: The parties hereby acknowledge that damages at law may be an inadequate remedy to HOUSE MATCH L.L.C.. HOUSE MATCH L.L.C. shall have the right of specific performance, injunction or other equitable remedy in the event of a breach or threatened breach of this Agreement by Customer.