NPDP LICENSE AGREEMENT



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_Boundary Solutions, Inc. 90 Throckmorton Ave. #26 Mill Valley, CA 94941 PH: 415   381  1750 FX: 415 634 3147 info@

National ParcelMap Data Portal (NPDP)

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LICENSE FRAMEWORK AGREEMENT

June 4, 2007

This License Agreement (“Agreement”) is made between Boundary Solutions, Inc., a California corporation doing business as National ParcelMap Data Portal, with its principal place of business at 90 Throckmorton Avenue, #26, Mill Valley, California 94941 (“BSI”), and Xceligent, Inc. with its principal place of business located at 4231 S. Hocker Drive, Independence, MO 64055 (“Licensee”).

BACKGROUND

A. BSI distributes proprietary digital parcel map databases and/or information.

B. Licensee is in the business of preparing and offering Real Estate Information Services over the internet to the real estate industry.

C. Licensee desires to utilize certain BSI products in relation with Licensee’s reports under the terms and conditions of this Agreement.

AGREEMENT

1. DEFINITIONS

1.1 “Reports” means the disclosure reports prepared by Licensee.

1.2 “Licensed Product(s)” means the digital parcel data with attributes including property APN, and situs address (where available), MetaData files, street centerlines, street annotation, and county boundaries for the “Coverage Area.” The Licensed Product is to be delivered in the format of SHP files with common projections, standardized theme/attribute naming conventions, and MetaData profile file for each jurisdiction within the Coverage Area with the version, accuracy, count, completeness, CAMA join rates, update rate, and metropolitan area name. Initial delivery of the Licensed Product shall be delivered in the form of both Internet Download Page and external hard drive, along with a password protected download page for Licensee’s enterprise wide use, and supporting materials consisting of Operations Manual, ZIP/FIPS conversation table, and Metadata Profile Listings. Updates shall be made via download page only. For the avoidance of doubt, it is agreed by BSI and Property I. D. that in the event that BSI is sold that Licensee is exempt from the provisions set forth in US patent 7092957.

1.3 “Coverage Area” means all counties, within the States of California and Arizona, for which information is available through BSI, and as identified on Attachment A, and mapped out on Attachment B. Jurisdictions not yet available, or not yet available at PRA compliant prices, shall be added to this fulfillment over time according to mutually agreed terms.

1.4 “Update(s)” means a release of the Licensed Products that incorporates additional or updated data as provided by the cognizant governmental authorities, administrators, or consultants. This data will include all newly added information from counties that will become compliant with the Public Records Act after June 1, 2007.

2. GRANT OF LICENSE

2.1 License to Licensee. Subject to the terms and conditions of this Agreement, BSI grants Licensee a limited license to use the Licensed Product for the purposes of developing the Reports. Licensee agrees not to copy and/or share the Licensed Product, or any portion thereof, with others outside of the Licensee’s organization if in the Metadata listings the “Constraint Field” is designated “Call BSI.”

2.2 Permitted Uses. Licensee is free to share the Licensed Product throughout its organization for the purpose of direct use and for the use of derivative works including maps, reports, graphs, and the like for any purpose whatsoever.

3. SUPPORT AND MAINTENANCE

During the term of this Agreement, BSI shall provide the following maintenance and support services to Licensee. Licensee is responsible or providing support to its customers.

3.1 Updates. Upon the named county’s compliance with the Public Records Act, BSI shall immediately update the information provided, as part of the Licensed Product, for the following counties: Fresno, Maricopa, Kings, Nevada, Imperial, and Madera. BSI shall also update the Licensed Product to correct errors and/or omissions.

3.2 Future Updates. BSI shall provide quarterly updates, as part of the License Fee, on the following months:

JUN 1, 2007 - To include all content as is.

AUG 1, 2007 - To include all additional content and updates of existing content with version dates older than MAY 1, 2006.

OCT 1, 2007 - To include all content with version dates older than SEP 1, 2006.

JAN 1, 2008 - To include all content with version dates older than DEC 1, 2007.

MAY 1, 2008 - To include all content with version dates older than JUN 1, 2007.

Updates shall be delivered via dedicated download page as ESRI SHP files for all counties as updated and/or as added to the BSI database of NPDP data covered under the Licensed Product.

3.3 Support. Upon Licensee giving notice to BSI of a discovered defect or errors in the Licensed Product, BSI shall take reasonable steps and use diligence to promptly correct errors, omissions, or any defects.

4. FEES AND PAYMENT

4.1 License Fee. Licensee will pay BSI according the following payment schedule…

$23,000 total cost initial delivery of 13,193,011 parcels in 48 jurisdictions. All content delivered upon initial payment.

OPTIONAL: 3,696,828 parcels requiring SITUS X $0.002 per record ~ $7,300

4.2 Payment Schedule. The following prices assume that all counties an attributes are included. Prices are lower if all is not purchased.

$12.000 JUN, 2007 upon execution of this Agreement, external drive will be provided with all existing content listed in yellow in ATTACHMENT1 as-is.

$19,000 IF including commerically provided (FARES) SITUS address values.

$11,000 JUL, 2007 upon delivery of all content listed in ATTACHMENT 1 updated to ................
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