SOFTWARE LICENSE AGREEMENT - VSI-FAX 6.1

IMPORTANT-READ CAREFULLY: THE FOLLOWING SOFTWARE LICENSE AGREEMENT (THE
"AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") (EITHER AN
INDIVIDUAL OR A SINGLE ENTITY) AND ESKER, S.A. ("ESKER"), INCLUSIVE OF ITS
SUBSIDIARIES, FOR THE SOFTWARE PRODUCT ("THE SOFTWARE") IDENTIFIED ABOVE,
WHICH INCLUDES ANY MEDIA, SUPPLEMENTAL CODE, PRINTED MATERIALS, AND "ONLINE"
OR ELECTRONIC DOCUMENTATION PROVIDED THEREWITH ("THE DOCUMENTATION"). FOR
LICENSEE TO ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS
AGREEMENT; CHECK THE BOX NEXT TO "YES, I AGREE TO THE LICENSE TERMS" OR, IN
THE UNIX VERSION, TYPE "A" FOR "ACCEPT". IF LICENSEE DOES NOT AGREE TO THE
TERMS HEREIN, SELECT CANCEL OR, IN THE UNIX VERSION, "D" FOR "DECLINE" AND
THIS COPY OF THE SOFTWARE WILL NOT BE INSTALLED.  IF LICENSEE DOES NOT AGREE
TO THE TERMS AND CONDITIONS, LICENSEE SHOULD PROMPTLY CONTACT ESKER FOR
INSTRUCTIONS ON HOW TO RETURN THE SOFTWARE AND ALL RELATED MATERIALS.
LICENSEE SHALL HAVE ONLY THIRTY (30) DAYS FROM THE DELIVERY DATE TO OBTAIN A
REFUND.

1. GRANT OF LICENSE. Subject to the terms and conditions herein, Esker hereby
grants Licensee a perpetual, non-exclusive license ("License") to install and
use one copy of the Software (and any accompanying Documentation) on a single
computer owned, leased, or otherwise controlled by Licensee, for the number of
clients (users) and ports (fax channels or fax lines) for which the applicable
fee has been paid to Esker or its agent. Esker also grants Licensee the right
to use the VSI-FAX Software Development Kit inclusive of the application
programming interface routines to develop applications for Licensee's sole use
with the Software. Such applications can only be used to interface with
Licensee's licensed and registered installation(s) of the Software and may not
be distributed to third parties without Esker's prior written consent.

(a) LICENSE OPTIONS.

(i) Evaluation License. An Evaluation License allows for use of the Software
for an evaluation period of no more than twenty-eight (28) consecutive days.
The Software will cease to function upon the expiration of this evaluation
period; however, Licensee may migrate, the Evaluation License to a
corresponding, production License Option by paying the applicable license fee.
Licensee may not transfer or make copies of the Evaluation Software.

(ii) Not For Resale (NFR) License. If this Software is labeled "Not For
Resale" or "NFR," Licensee may only use the Software for demonstration, test,
or evaluation purposes. Use as production software is strictly prohibited
unless prior written approval is obtained from Esker.

(iii) Non-Production License. Provided Licensee has paid the separate
applicable license fee, in addition to the production installation referred to
in Section 1, Licensee may install one non-production/development copy of the
Software to be used solely for testing, evaluating, training, or back-up. The
number of clients and ports for such non-production installation may not
exceed those of Licensee's production installation unless otherwise authorized
by Esker in writing.

(b) RESTRICTIONS OF USE. Licensee shall not: (a.) make copies of the Software,
other than a single copy for backup or archival purposes on which all Software
copyright notices shall be reproduced and applied and to which the terms of
this Agreement shall apply; (b) modify, translate, reverse engineer,
decompile, disassemble (except to the extent applicable laws specifically
prohibit such restriction), or create derivative works based on the Software
or Documentation; (c) permit the Software to be used in conjunction with
hardware or software that reduces the number of users directly accessing or
utilizing the Software (sometimes called "multiplexing" or "pooling" software
or hardware); (d) rent, lease, sell, or any services the Software was created
and/or designed for as part of a commercial fee-based service, assign (except
as provided herein), or otherwise transfer the Software or Documentation in
whole or in part to another party without the express written permission of
Esker; (e) remove any proprietary notices or labels on the Software or
Documentation; (f) reproduce the printed Documentation that accompanies the
Software without Esker's prior written consent; (g) assign or otherwise
transfer its rights or delegate its obligations under this Agreement without
the express written consent of Esker.  Notwithstanding the foregoing, Licensee
may assign this Agreement pursuant to the sale, transfer, or merger of its
business, or that portion of its business in which the Software is deployed;
provided that the assignee agrees to be bound by all of the terms and
conditions of this Agreement.  Licensee shall provide Esker written notice at
least thirty (30) calendar days prior to any proposed assignment or
encumbrance.  Any attempted assignment of rights or delegation of duties to a
competitor of Esker is prohibited and shall be null and void; (h) in the event
Licensee has been provided a Not for Resale ("NFR") copy of the Software, such
copy may only be used for demonstration, test or evaluation purposes and
specifically may not be used for production purposes by Licensee or any third
party. Additionally, Esker is not obligated to upgrade any NFR copy and no NFR
copy is permitted to be assigned, transferred, or sold; or (i) in the event
Licensee is using an evaluation copy of the Software, such copy may only be
used for the sole purpose of testing the Software and may not be used for
production purposes. An evaluation copy of the Software will cease to function
upon expiration of its calibrated evaluation period and no evaluation copy of
the Software may be assigned, transferred or sold to a third party.

2. TAXES & AUDITS. Licensee shall pay any applicable Federal, State, and Local
sales and use taxes associated with its purchase of the Software.  Licensee
shall have no liability for any taxes based on Esker's net income, taxes
measured by any payments to Esker's employees or any employee contributions,
or any franchise taxes owed or owing by Esker nor shall Licensee have any
liability for taxes based upon Esker's production of the Software or the
production of any other products associated with this Agreement.  If any taxes
(other than on Esker's net income and any franchise taxes owed or owing by
Esker) or duties are due or ultimately assessed by reason of or in connection
with this Agreement, such taxes shall be an additional charge to and payable
by Licensee.  Esker shall have the right to audit Licensee's compliance with
the terms of this Agreement with seven (7) calendar days advanced written
notice.  Licensee shall grant access to Esker to Licensee's facilities,
equipment, books, records, and documents and to otherwise reasonably cooperate
with Esker in order to facilitate any such audit.

3. TECHNICAL SUPPORT AND MAINTENANCE SERVICES. Provided the applicable fees
are paid, Licensee is entitled to one (1) consecutive year of technical
support and maintenance services following Licensee's initial purchase of a
Software license. The terms and conditions contained in the Esker Technical
Support and Maintenance Agreement, which are set out at
http://www.esker.com/tsma, are made a part of this Agreement and are
incorporated herein by reference. Such terms and conditions may be subject to
change by from time-to-time, without notice. When Licensee agrees to be bound
by this Agreement, Licensee acknowledges that it has read the Esker Technical
Support and Maintenance Agreement and is knowingly and voluntarily agreeing to
be bound by the terms and conditions contained therein. This Agreement does
not grant Licensee any right to any future releases, versions, revisions,
updates, modifications, corrections, fixes, and patches ("New Versions")
beyond the enclosed Software, except as otherwise specified in the Esker
Technical Support and Maintenance Agreement. In order for Licensee to install
and use any New Version delivered under this Agreement or any Esker Technical
Support and Maintenance Plan, Licensee is required to have a valid license for
the Software and Licensee must use the New Version to update or replace
Licensee's existing Software installation. Any supplemental software code
provided to Licensee shall be considered part of the Software and subject to
the terms and conditions of this Agreement and any additional terms as Esker
deems fit. Esker is not obligated to provide technical support and maintenance
services for hardware platforms, operating systems or features from this
version of the Software in future releases of the Software. With respect to
technical information Licensee provides to Esker as part of the technical
support and maintenance services, Esker reserves the right to use such
information for its business purposes including but not limited to product
support and development without further compensation to Licensee or any other
party. Esker will not publicly utilize such technical information in a form
that personally identifies Licensee.

4. OWNERSHIP. Ownership, title, and intellectual property rights in and to the
Software and Documentation shall remain with Esker and/or its suppliers as
applicable. The copyright laws of the United States and international
copyright treaties protect the Software and Documentation. Ownership, title,
and intellectual property rights in and to the content and or other software
utilized through the Software are the property of the respective owner(s) and
may be protected by copyright or other law. This Agreement does not provide
Licensee with ownership rights to such content or software.

5. LIMITED WARRANTY. Esker warrants that the media containing the Software, if
provided by Esker, is free from defects in material and workmanship and will
so remain for ninety (90) days from the date the Software was delivered to
Licensee. This warranty shall not apply if: (a) Licensee (or any agent
thereof) makes any modifications to the Software; or (b) Licensee subjects the
Software to accident, abuse, misapplication, or improper use; or (c) Licensee
uses the Software on or in conjunction with hardware or software other than
the unmodified version of hardware and software with which the Software was
designed to be used as described in the Documentation; or (d) Licensee
violates any provision of this Agreement. Replacement Software shall be
warranted for the remainder of the original warranty period, if any.

(a) NO WARRANTY FOR EVALUATION LICENSE. THE SOFTWARE AND DOCUMENTATION
SUPPLIED UNDER THE EVALUATION LICENSE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF
ANY KIND.

(b) NO WARRANTY FOR HIGH-RISK ACTIVITIES. Esker does not warrant that
Licensee's use of the Software will be uninterrupted or that the operation of
the Software will be error-free or secure. In addition, security mechanisms
that may be implemented by the Software have inherent limitations, and
Licensee must determine if the Software sufficiently meets Licensee's
requirements. The Software is not fault-tolerant. It is not designed,
manufactured or intended for use with, or resale as, online control equipment
in hazardous environments requiring fail-safe performance (such as nuclear
facilities, aircraft navigation or communications systems, aircraft traffic
control systems, life support machines, or weapons systems) in which the
failure of the Software could lead directly to death, personal injury or
severe physical or environmental damage ("High-Risk Activities"). ESKER AND/OR
ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS
AND/OR MERCHANTABILITY FOR HIGH-RISK ACTIVITIES.

(c) DISCLAIMER OF WARRANTIES. EXCEPT AS SET FORTH ABOVE, ESKER AND ITS
SUPPLIERS PROVIDE THE SOFTWARE "AS IS" AND WITH ALL ITS FAULTS. ESKER AND ITS
SUPPLIERS HEREBY DISCLAIM ALL OTHER WARRANTIES EITHER ORAL OR WRITTEN,
EXPRESSED, IMPLIED, OR STATUTORY, ARISING BY LAW OR OTHERWISE, INCLUDING BUT
NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR USE, AND NONINFRINGEMENT OF ANY THIRD PARTY'S RIGHTS.
WITHOUT LIMITING THE FOREGOING, ESKER DOES NOT WARRANT THAT THE SOFTWARE WILL
BE FREE OF BUGS, ERRORS, VIRUSES, OR OTHER DEFECTS. THE DURATION OF IMPLIED
WARRANTIES IS LIMITED TO A WARRANTY PERIOD OF NINETY (90) DAYS; SOME STATES DO
NOT ALLOW LIMITATIONS ON DURATION OF AN IMPLIED WARRANTY, SO LIMITATIONS MAY
NOT APPLY TO LICENSEE. NO SALESPERSON AFFILIATED WITH ESKER (INCLUDING
DISTRIBUTORS AND RESELLERS) IS AUTHORIZED TO MAKE ANY MODIFICATIONS,
EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.

6. INDEMNIFICATION. Esker will indemnify and hold Licensee harmless against
any damages, arising out of any claim asserting that the Software supplied to
Licensee under this Agreement infringes any United States trademark,
copyright, patent, trade secret, or proprietary right ("Claim"). Esker's
indemnification obligation in this section shall be effective only if: (1)
Licensee has given prompt notice of the Claim; (3) Licensee has given sole
control of the defense of the Claim and all related settlement negotiations to
Esker; (4) Licensee has made no admission(s) or has in any other way
prejudiced Esker's defense of the Claim; and (5) Licensee has reasonably
cooperated with Esker in the defense of the Claim. Parties hereby agree that
in no event shall Esker's total aggregate liability for any Claim under this
Section exceed one million ($1,000,000.00) United States Dollars. Esker's
defense and indemnification obligations will not apply to any actual or
alleged infringement based upon: (i) modification of the Software by anyone
other than Esker, (ii) abuse, misapplication or casualty loss, (iii) use of
Software in combination with any other program or device, if such infringement
would have been avoided but for such modification or combination, or (iv)
failure to install or use any error corrections, fixes, or other updates
furnished by Esker, if such infringement could have been avoided by such
installation or use.  The foregoing indemnification obligations do not apply
to an Evaluation License or Third Party Programs.

7. CONFIDENTIALITY. "Confidential Information" as used herein means any
information relating to or disclosed in the course of the Agreement, which is
or should be reasonably understood to be confidential or proprietary to the
disclosing party. Information considered "Confidential Information" is not
required to be marked "Confidential," "Proprietary," or the like. Confidential
Information shall not include information (a) already lawfully known to the
receiving party without obligation of confidentiality, (b) disclosed in
published materials without fault of the receiving party, (c) generally known
to the public without fault of the receiving party, (d) lawfully obtained from
a third party not under any obligation to maintain the confidentiality of
either party, (e) required by applicable law or regulations to be released, or
(f) independently developed by receiving party, provided the person or persons
developing the same have not had access to relevant proprietary information of
disclosing party. Esker acknowledges that Licensee's Documents may contain
proprietary and Confidential Information.  Esker agrees to keep the Documents
in confidence and to take reasonable precautions to ensure that no
unauthorized persons have access to the Documents and that no unauthorized
copies are made.  Each party agrees that it shall not disclose to any third
party any Confidential Information of the other party, which it learns during
the course of its performance of this Agreement, without the prior written
consent of such other party.  Notwithstanding the foregoing, the receiving
party may make disclosures required by court order, provided the receiving
party uses reasonable efforts to limit disclosure and to obtain confidential
treatment or protective order and has allowed the disclosing party to
participate in the proceeding. All of the Confidential Information provided by
the disclosing party under this Agreement, including any copies or
reproduction thereof, remains the exclusive property of the disclosing party.
Immediately upon a request by the disclosing party at any time, the receiving
party will turn over to the disclosing party all Confidential Information of
the disclosing party and all documents or media containing any such
Confidential Information and any and all copies or extracts thereof.  In lieu
of the return of such items, the disclosing party, at its sole option, may
request the receiving party destroy all tangible items containing the
Confidential Information and provide written certification of such destruction
to the disclosing party. Each party acknowledges that unauthorized disclosure
or use of the Confidential Information by Recipient may cause irreparable harm
and damage to the business of Discloser which may be difficult to ascertain
and which may not be adequately compensated by damages at law.  Therefore,
each party agrees that, in the event of a breach or threatened breach of the
terms of this Agreement, Discloser is entitled to seek an injunction
prohibiting any unauthorized disclosure or use of its Confidential
Information. Any such injunctive relief shall be in addition to, and not in
lieu of, any appropriate monetary damages. In the event a party seeks relief
and is successful in obtaining it, the losing party agrees to be responsible
for paying all of the other party's expenses in seeking such relief, including
all costs of bringing suit and all reasonable attorneys' fees.

8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY,
CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, AND STRICT LIABILITY)
OR OTHERWISE, SHALL ESKER, ITS SUPPLIERS, OR RESELLERS BE LIABLE FOR ANY
INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES
OF ANY CHARACTER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFIT,
ANTICIPATED PROFITS, ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF USE OF
EQUIPMENT, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, DATA PROTECTION,
DAMAGE TO BUSINESS OR BUSINESS RELATIONS, OR ANY AND ALL OTHER COMMERCIAL
DAMAGES OR LOSSES.  IN NO EVENT SHALL ESKER'S TOTAL AGGREGATE LIABILITY FOR
ANY CLAIMS, DIRECT LOSSES, OR DIRECT DAMAGES ARISING OUT OF OR RELATING TO
THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY LICENSEE TO ESKER FOR
THE SOFTWARE, EVEN IF ESKER SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF
SUCH POTENTIAL CLAIMS, LOSSES, OR DAMAGES AND EVEN IF ANY REMEDY FAILS OF ITS
ESSENTIAL PURPOSE.  LICENSEE HEREBY RELEASES ESKER, ITS SUPPLIERS, AND
RESELLERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF
THE AFOREMENTIONED LIMITATION. THIS LIMITATION OF LIABILITY SHALL NOT APPLY
FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH
LIMITATION.  SOME STATES AND/OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF CERTAIN DAMAGES.  TO THE EXTENT THAT THOSE LAW APPLY TO THIS
AGREEMENT, THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO
LICENSEE.

9. REMEDY. Esker's entire liability and Licensee's exclusive remedy shall be
at Esker's choice, either: (a) return of the price paid for the Software; or
(b) replacement of Software media that does not meet Esker's limited warranty
and which is returned to Esker with Licensee's proof of purchase. Any
replacement media will be warranted for the remainder of the original warranty
period or thirty (30) days, whichever is longer. If Licensee is a United
States Government licensee Licensee's recovery is limited in accordance with
current government regulations.

10. TERMINATION. This Agreement is effective until terminated. Licensee may
terminate this Agreement at any time with thirty (30) days advanced written
notice to Esker. This Agreement will terminate automatically if Licensee fails
to comply with the terms and conditions described herein or if Licensee
becomes bankrupt or insolvent. Upon termination, Licensee shall destroy all
copies of the Software and Documentation and provide certification of such
action as requested by Esker.

11. ARBITRATION. Parties shall submit any unresolved claim, controversy,
disagreement or breach of this Agreement (a "Dispute"), to binding arbitration
under the Commercial Arbitration Rules (the "Rules") of the American
Arbitration Association ("AAA"). One arbitrator will conduct the arbitration.
Arbitrator shall be admitted to and in good standing with the State Bar of any
State.  Arbitrator shall possess a minimum of ten (10) years of experience in
software and computer law. The proceedings will be held in Madison, Wisconsin.
A court reporter will record the arbitration hearing, and the reporter's
transcript will be the official transcript of the proceeding.  The arbitrator
will have no power to add or detract from this Agreement and may not make any
ruling or award that does not conform to the terms and conditions of this
Agreement.  The award of the arbitrator will include a written explanation of
the decision and specify the basis for any damage award and the types of
damages awarded.  The decision of the arbitrator will be final and binding on
the parties and may be entered and enforced in any court of competent
jurisdiction by either party.  The foregoing, however, will not prevent nor
limit either Party's right to apply to a court of competent jurisdiction for a
temporary restraining order, preliminary or permanent injunction, or other
similar equitable relief.  If a Party is successful in obtaining injunctive
relief, the losing Party agrees to be responsible for paying all of the other
Party's expenses in seeking such relief, including all costs of bringing suit
and all reasonable attorneys' fees.  EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER OR NOT RELATING TO OR ARISING OUT OF THIS AGREEMENT).  ANY LITIGATION
ARISING OUT OF ANY DISPUTE OR CONTROVERSY BETWEEN THE PARTIES TO THIS
AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR FROM THE FIRST DATE SUCH ACTION
COULD HAVE BEEN BROUGHT.  IF A LONGER PERIOD IS PROVIDED BY STATUTE, THE
PARTIES HEREBY EXPRESSLY WAIVE IT.

12. EXPORT CONTROLS. Licensee acknowledges that the Software is subject to
United States export restrictions.  Licensee shall comply with all applicable
laws and regulations that apply to the Software, including but not limited to,
the United States Export Administration Regulations, the United States
Treasury Department, and the United States Commerce Department.  Furthermore,
none of the Software or underlying information or technology may be
downloaded, diverted, or otherwise exported or re-exported to any country to
which such export or transmission is restricted by any applicable United
States regulations or statutes, without the prior written consent, if
required, of the Bureau of Export Administration of the United States
Department of Commerce, or such other governmental entity as may have
jurisdiction over such matters.

13. MISCELLANEOUS. This Agreement, including the Esker Technical Support and
Maintenance Agreement which is incorporated herein by reference, represents
the complete agreement concerning the Software and technical support and
maintenance services between the parties and supersedes all prior
negotiations, representations, and agreements between them. It may only be
modified by a written amendment executed in writing by both parties. Headings
and titles of sections and clauses herein are for reference purposes only and
are not part hereof and are not intended to be used in the interpretation
hereof. If any provision of this Agreement shall be held to be invalid,
illegal, or unenforceable by any court of competent jurisdiction, then such
provision shall be enforced to the fullest extent permitted by applicable law,
and the validity, legality, and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby. If Licensee acquired the
Software in the United States, then this Agreement shall be deemed to have
been entered into and shall be construed, governed, and interpreted in
accordance with the laws of the State of Wisconsin, without giving effect to
principles of conflict of law.  If Licensee acquired the Software outside of
the United States, local laws may apply. The application of the United Nations
Convention of Contracts for the International Sale of Goods is expressly
excluded. By Licensee's acceptance of the terms and conditions of this
Agreement Licensee warrants that no provision of this Agreement is
inconsistent with or in violation of any local applicable rule or governmental
regulation. Licensee shall inform all End Users of the Software of the terms
and conditions pertaining to such End Users' use of the Software as specified
herein. With regards to Third-Party Software contained in the Software,
Licensee agrees to abide by all of Esker's conditions of use and disclaimers,
as provided in the Software's copyright.txt file(s) and as they may apply to
Licensee's use of the Software. No provision or ambiguity shall be strictly
construed against any party by virtue of having drafted or prepared the same.

14. UNITED STATES GOVERNMENT RESTRICTED RIGHTS. The Software and Documentation
are provided with restricted rights. Use, duplication, or disclosure by the
United States Government, its agencies, and/or instrumentalities is subject to
restrictions set forth in subparagraph (c)(1)(ii) of the Rights in Technical
Data and Computer Software Clause at DFARS 252.227-7013 or subparagraphs (c)
(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CGR
52.227-19, as applicable.  The Software manufacturer is Esker, S.A., 10 rue
des Emeraudes, 69006 Lyon, France, inclusive of its subsidiaries.

First used in VSI-FAX 6.1. Current: VSI-FAX 6.1 SLA-January 21, 2009.
