END USER LICENSE AGREEMENT FOR Everything@Work System

IMPORTANT: BEFORE CLICKING ON "I accept the terms of the License Agreement" DURING THE REVIEW OF THIS END USER LICENSE AGREEMENT, INSTALLING OR USING THE SOFTWARE, PLEASE CAREFULLY READ THIS LICENSE, WHICH CONTAINS THE TERMS AND CONDITIONS UNDER WHICH YOU ARE ACQUIRING A LICENSE TO USE THE Everything@Work System SOFTWARE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE, DO NOT INSTALL THE SOFTWARE AND PROMPTLY RETURN UNINSTALLED SOFTWARE TO YOUR PLACE OF PURCHASE FOR A FULL REFUND OF ANY LICENSE FEE PAID.

IF YOU INSTALL OR USE THE SOFTWARE, YOU WILL BE ACQUIRING A LICENSE TO USE THE SOFTWARE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS LICENSE, AND YOU WILL BE CONSIDERED TO HAVE ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS.

TERMS AND CONDITIONS

By the purchase of a license for the use of the Everything@Work System Software (the "SOFTWARE"), you, called in this Agreement the "CUSTOMER", agree to be bound by the provisions of this Agreement. This Agreement shall be deemed to have been signed by ALGAR Information Systems (hereinafter "ALGAR") and CUSTOMER and to be binding on both upon receipt by ALGAR of the order for the SOFTWARE whether by facsimile, e-mail, regular mail, personal delivery, or otherwise (the "Order Agreement"), and the installation of the SOFTWARE by CUSTOMER.

1. DEFINITIONS:

a) AGREEMENT means the terms and conditions of this license agreement and any subsequent agreements which are subject to this license agreement, together with the terms and conditions set out on the Order Agreement or other agreement through or by which the CUSTOMER has purchased the license for the SOFTWARE. This Agreement shall be deemed to be amended, modified, or varied, as the case may be, by terms and conditions on the Order Agreement by or through which the CUSTOMER has purchased this License.

b) CUSTOMER means the person, partnership, corporation or any other entity purchasing a license hereunder;

c) LICENSE TERM shall be perpetual, unless otherwise provided in the Order Agreement.

d) SOFTWARE means the generally available commercial release version of the software set out in the Order Agreement, together with all upgrades, updates and enhancements provided to CUSTOMER.

2. GRANT OF LICENSE:

Subject to the terms and conditions of this Agreement ALGAR hereby grants CUSTOMER a non-exclusive, non-transferable license to use the SOFTWARE for the LICENSE TERM. CUSTOMER may install and use the number of copies of the SOFTWARE specified in the Order Agreement. CUSTOMER may make an additional copy of the SOFTWARE only for back-up or archival purposes. No other right to reproduce the SOFTWARE is granted. CUSTOMER covenants and agrees that the SOFTWARE will only be used in accordance with the provisions of this Agreement.

3. RESTRICTIONS:

CUSTOMER covenants and agrees that CUSTOMER shall install only one copy of the SOFTWARE on a single central processing unit ("CPU"). CUSTOMER acknowledges that if it has more than one CPU, the CUSTOMER shall be required to purchase one license for each CPU. Except as specifically permitted in this Agreement, CUSTOMER shall have no right to copy, change, alter, amend, reverse engineer, decompile, reverse translate, disassemble, publish, disclose, display or make available, or in any other manner decode the SOFTWARE, in whole or in part, or otherwise use the SOFTWARE in any manner whatsoever, and shall take all reasonable steps to ensure CUSTOMER's employees, consultants and agents comply with this section. CUSTOMER shall not distribute, lease, rent, grant in a security interest in, assign or otherwise transfer the SOFTWARE. CUSTOMER shall not modify or create any derivatives of the SOFTWARE or merge all or any part of the SOFTWARE with another program. CUSTOMER shall have no right to sub-license the SOFTWARE or any copies thereof. In addition, the license granted herein shall not constitute a sale, lease, rental or any other transfer of the SOFTWARE or any copies or part thereof.

4. TITLE:

Any and all rights to the SOFTWARE, its contents and any documentation provided therewith, including title, ownership rights and intellectual property rights therein shall remain the sole and exclusive property of ALGAR and/or its suppliers, and CUSTOMER acquires only the limited rights granted in this Agreement.

5. SUPPORT PLAN:

Upon payment of the annual software maintenance fee ("Maintenance Fee") specified in an invoice, ALGAR shall provide CUSTOMER with

(i) reasonable assistance in attempting to correct or bypass material defects or errors in the Software in order that the Software operate substantially in accordance with its related documentation; and

(ii) periodic updates and new versions of the Software that ALGAR generally makes available to its customers (collectively, "Software Support"). Software Support shall not include installation, educational, customization, consulting, and other services, which shall be provided, if requested by you, under then prevailing rates.

The Software Support is renewable on an annual basis upon payment of the annual Maintenance Fee prior to the expiry of the then current term of Software Support. The Maintenance Fee does not include any travel or living expenses associated with any necessary travel for providing Software Support. Upon 90 days notice, ALGAR may increase the software Maintenance Fee once each year effective on the next Maintenance Anniversary Date. CUSTOMER may terminate the Software Support by giving ALGAR 60 days notice prior to the next Maintenance Anniversary Date.

6. LIMITED WARRANTY:

ALGAR warrants to CUSTOMER that the SOFTWARE will perform substantially in accordance with its accompanying documentation for a period of 30 days from the date of purchase. In the event that the SOFTWARE does not perform in substantial accordance with its accompanying documentation, ALGAR's entire liability upon receipt of proof of purchase and proof of defect in the SOFTWARE shall be, at ALGAR's sole option

(i) to repair or replace the SOFTWARE provided to CUSTOMER, or

(ii) to refund the license fee.

ALGAR does not warrant, guarantee or represent that

(i) the SOFTWARE will meet CUSTOMER's requirements,

(ii) the installation and operation of the SOFTWARE will be uninterrupted or error free or run on all hardware, or

(iii) defects will be corrected.

7. DISCLAIMER OF WARRANTY:

CUSTOMER HEREBY EXPRESSLY AGREES AND ACKNOWLEDGES THAT, EXCEPT AS PROVIDED IN SECTION 6, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS, CONDITIONS, WARRANTIES OR COVENANTS WHATSOEVER WITH RESPECT TO THE SOFTWARE OR ANY WORK OR SERVICES PERFORMED BY ALGAR OR ITS EMPLOYEES, CONSULTANTS OR AGENTS, INCLUDING WITHOUT LIMITATION, ANY EXPRESS, STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTIBLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED, AND THAT THE ENTIRE RISK OF THE USE OF THE SOFTWARE SHALL BE BORNE BY CUSTOMER, provided that this disclaimer and exclusion is limited so as not to apply in any jurisdiction in relation to a warranty which is legally incapable of exclusion in such jurisdiction.

8. INDEMNIFICATION:

ALGAR will, at its sole option, defend, indemnify and hold harmless CUSTOMER from and against any and all liability, suits, claims, actions, proceedings, losses, damages, judgements and costs (each, a "Claim") to the extent that such Claim arises out of or is in relation to any allegation that the SOFTWARE infringes the patent, copyright or other proprietary right of any third party, provided that ALGAR has no liability for any Claim based upon

(i) use of other than a current release of the SOFTWARE,

(ii) CUSTOMER's use of the SOFTWARE in any manner for which it was not intended, or

(iii) alterations, modifications or improvements made to the Software; provided that ALGAR has been given prompt written notice of each such Claim, and the right to control and direct the investigation, defense and settlement of each such Claim.

If the SOFTWARE, or any part of it, is in ALGAR's opinion, likely to or does become the subject of a Claim for infringement of a third party's proprietary rights, ALGAR, at its sole option, may

(i) obtain the right for CUSTOMER to continue to use the SOFTWARE,

(ii) substitute equivalent SOFTWARE, or

(iii) modify the SOFTWARE so as to make it non-infringing. The foregoing states ALGAR's entire liability to CUSTOMER with respect to infringement.

9. LIMITATION OF LIABILITY:

NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL ALGAR BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, RELIANCE, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSS OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, INCREASED COSTS OF OPERATION OR OTHER COMMERCIAL OR ECONOMIC LOSS, LITIGATION COSTS AND THE LIKE) HOWSOEVER CAUSED, IN CONNECTION WITH THE SUPPLY, USE OR PERFORMANCE OF THE SOFTWARE, WHETHER ARISING OUT OF CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, EVEN IF ALGAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE, PROVIDED THAT, IN THOSE JURISDICTIONS WHERE LIMITATIONS ON LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES ARE NOT PERMITTED OR CURTAILED, IN SUCH JURISDICTIONS LIABILITY OF ALGAR SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

10. MISUSE:

Any warranties given hereunder will not apply in the event that

(i) the SOFTWARE is not used in accordance with ALGAR's instructions,

(ii) the SOFTWARE has been altered, modified or converted by CUSTOMER without the prior written approval of ALGAR,

(iii) the failure to perform relates to the malfunction of CUSTOMER's equipment on or with which the SOFTWARE operates or

(iv) part or all of the SOFTWARE becomes inoperative as a result of any other cause beyond the reasonable control of ALGAR.

11. ASSIGNMENT:

ALGAR may assign its rights hereunder without consent of or notice to CUSTOMER. CUSTOMER may not transfer, assign, sub-license or pledge its rights or obligations hereunder without the written consent of ALGAR, said consent not to be unreasonably withheld.

12. TERMINATION:

ALGAR may terminate this Agreement immediately if CUSTOMER is in default of any of its obligations set forth in this Agreement which it fails to cure within fifteen (15) days after service of notice of the default. Either party may terminate this Agreement in the event that

(i) the other party is in default of any of its material obligations hereunder and such default is not remedied within 30 days of receipt of written notice thereof or

(ii) the other party is adjudicated bankrupt or becomes insolvent, makes any assignment for the benefit of creditors, proceedings are instituted by the other party seeking relief, reorganization or rearrangement under any laws relating to insolvency, bankruptcy or similar laws of any jurisdiction, a receiver, liquidator or trustee is appointed in respect of any property or assets of the other party or an order is made for the liquidation, dissolution or winding up of the other party. Upon termination or expiration of this Agreement, CUSTOMER shall cease all use of the SOFTWARE, shall return to ALGAR all copies of the SOFTWARE or destroy all copies of the SOFTWARE and all related documentation in CUSTOMER's possession, and shall so certify to ALGAR.

13. GENERAL:

Neither party shall be responsible for any failure or delay in complying with the terms of this Agreement resulting from events of force majeure beyond the control of either party which could not be avoided by exercise of due care. This Agreement shall be governed in accordance with the laws of the Philippines, other than rules governing conflict of laws. CUSTOMER hereby covenants and agrees that it shall initiate any and all legal actions arising from this Agreement in the courts of the Philippines. ALGAR hereby covenants and agrees that it shall initiate any and all legal actions arising from this Agreement within the legal jurisdiction in which the CUSTOMER is located, with such location being deemed to be the CUSTOMER address set out in the Order Agreement. The Convention of Contracts for the International Sale of Goods shall not apply to this Agreement nor to any dispute arising therefrom. The parties are not agents or legal representatives of each other. The provisions in Sections 4, 6 to 10, 12 and 13 shall survive termination of this Agreement. ALGAR shall have the right to attend at the premises of CUSTOMER during business hours and upon reasonable prior notice in order to verify that the SOFTWARE is being used in compliance with this Agreement. This Agreement sets forth the entire agreement of the parties with respect to the subject matter contained herein, and no oral or written statement or representations not contained herein shall have any force or effect. The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term. If any provision of this Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances.