ASSET PURCHASE AGREEMENT

the Vendor carries on the business of software development and marketing; and

the Vendor desires to sell and CHS USA desires to purchase certain of the assets of the Vendor pertaining to the Purchased Business (as hereafter defined) upon and subject to the terms and conditions hereinafter set forth; and

the Vendor desires to sell and CHS Canada desires to purchase the Software and Intellectual Property (as hereafter defined) upon and subject to the terms and conditions hereinafter set forth;

INTERPRETATION

Definitions . In this Agreement, unless something in the subject matter or context is inconsistent therewith:

“ Accounts Payable ” means the accounts payable and accrued expenses of the Purchased Business on the Closing Date.

“ Agreement ” means this agreement and all schedules and exhibits hereto and all amendments made hereto and thereto by written agreement between the Vendor and the Purchaser.

“ Assets ” means the assets and undertakings referred to or described in Sections 2.1 and 2.2.

“ Assumed Liabilities ” means the prepaid software support and unfilled orders of the Purchased Business.

“ Benefit Plan ” means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including, without limitation, each “employee benefit plan”, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 (ERISA) which is maintained, contributed to, or required to be contributed to, by the Vendor or any affiliate of the Vendor for the benefit of any Employee, or with respect to which the Vendor or any affiliate of the Vendor has or may have any liability or obligation.

“ Business Day ” means a day other than a Saturday, Sunday or statutory holiday in the State of Florida, USA.

“ Claims ” means all losses, damages, expenses, liabilities (whether accrued, actual, contingent, latent or otherwise), claims and demands of whatever nature or kind including, without limitation, all legal fees and costs on a solicitor and client basis, but excluding consequential, indirect, exemplary, punitive damages or any damages measured by lost profits or a multiple of earnings.

“ Closing Date ” means July 2, 2008 or such other date as may be agreed to in writing between the Vendor and the Purchaser.

“ Closing Date Balance Sheet ” has the meaning set out in Section 2.7(b).

“ Contracts ” means any contract, agreement, entitlement, commitment or license by which the Purchased Business is bound including, without limitation, all licenses, support and maintenance contracts applicable to the Software.

“ Deferred Revenue ” means any deferred or prepaid revenue of the Purchased Business as of the Closing Date.

“ Disclosure Schedule ” means the list, set out in Schedule D, of exceptions to the Warrantor’s representations and warranties.

“ Effective Date ” means July 2, 2008.

“ Employees ” means those employees listed on Schedule G who are currently employed by the Vendor in the Purchased Business.

“ Excluded Assets ” means the property and assets described in Section 2.3.

“ Financial Statements ” has the meaning set out in Section 3.1(g)(i).

“ GAAP ” means generally accepted accounting principles as defined by the American Institute of Certified Accountants applied in a consistent manner.

“ Holdback Release Date ” means the date ninety (90) days from the Closing Date.

“ Intellectual Property ” has the meaning set out in Section 2.1(b).

“ Interim Date ” means March 31, 2008.

“ Leases ” means all leases or agreements in the nature of a lease and any interest therein, whether of real or personal property, to which the Vendor or any of its affiliates is a party, whether as lessor or lessee.

“ Letter of Intent ” means the letter of intent to enter into an agreement between the Vendor and the Purchaser, dated May 30, 2008.

“ Lien ” includes any security interest, mortgage, encumbrance, option, lien or charge of any kind, including any limitation on transfer, use, receipt of income or other exercise of any attributes of ownership of the Assets, and includes a license for use or possession of the Assets.

“ Permitted Liens ” means (i) mechanics’, materialmens’, carriers’, workmens’, repairmens’, contractors’ and warehousemens’ Liens arising or incurred in the ordinary course of business and for amounts which are not delinquent and which would not, individually, result in a material adverse effect on the Purchased Business, and (ii) Liens for taxes not yet due and payable or which are being contested in good faith by the Vendor or the Warrantor and for which reasonable reserves have been established.

“ Principals ” (or “ Principal ” as the case may be) means the officers and the individual members of the Board of Directors of the Vendor.

“ Purchase Price ” has the meaning set out in Section 2.4.

“ Purchased Business ” means the business of developing, marketing, licensing and supporting the Software as presently and previously carried on by the Vendor and to be sold to the Purchaser hereunder.

“ Software ” means the computer programs known by the names as set out in Schedule C, including all versions thereof, and all related documentation, manuals, source code and object code, program files, data files, computer related data, field and data definitions and relationships, data definition specifications, data models, program and system logic, interfaces, program modules, routines, sub-routines, algorithms, program architecture, design concepts, system designs, program structure, sequence and organization, screen displays and report layouts, and all other material related to the said computer programs, all as they exist at the Time of Closing, whether under development or as currently being marketed by the Vendor.

“ Tangible Assets ” means the following Assets of the Purchased Business: accounts receivable, net fixed assets, licenses for third party software, bankers forms agreement, and inventory.

“ Tangible Net Assets ” means the book value of the Tangible Assets less the book value of the Assumed Liabilities, determined in accordance with GAAP consistently applied, as of the Closing Date.

“ Third Party Programs ” has the meaning set forth in Section 3.1(j)(iv).

“ Time of Closing ” means 4:30 p.m. (Eastern Standard Time) on the Closing Date.

“ Warrantor ” means the Vendor, including its successors and permitted assigns.

Extended Meanings . In this Agreement words importing any gender include all genders and words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations and corporations.

Accounting Principles . Wherever in this Agreement reference is made to a calculation to be made or an action to be taken in accordance with generally accepted accounting principles or GAAP, such reference will be deemed to be to the generally accepted accounting principles from time to time approved by the American Institute of Chartered Accountants, or any successor institute, applicable as at the date on which such calculation or action is made or taken or required to be made or taken in accordance with generally accepted accounting principles.

Currency . All references to currency herein are to lawful money of the United States.

Schedules . The following are the Schedules attached hereto and incorporated by reference and deemed to be part hereof:

SALE AND PURCHASE

Purchase and Sale of Software and Intellectual Property .

the Software and all intellectual property rights worldwide in the Software; and

all intellectual property owned or purported to be owned by the Vendor, to the extent used in the Purchased Business, and used or currently being developed for use by the Vendor in the Purchased Business and all rights of the Vendor therein, worldwide, whether registered or unregistered (the “ Intellectual Property ”), including without limitation in each case to the extent used in the Purchased Business:

Copyrights - copyrights owned or purported to be owned by the Vendor, including, without limitation, all copyrights in and to the computer software programs listed in Schedule C, including the Software and all applications and registrations of such copyrights;

Trade-marks; Domain Names - trade-marks, trade-names, service marks, brand names, logos, domain names or the like owned or purported to be owned by the Vendor, whether used in association with wares or services, including, without limitation, those trade-marks listed in Schedule C and all applications, registrations, renewals, modifications and extensions of such trade-marks and domain names;

Patents - patents, patent applications and other patent rights, if any, of the Vendor related to the Software;

Technology - technology created, developed or acquired by the Vendor whether or not patented or patentable and whether or not fixed in any medium whatsoever, including, without limitation, all inventions, know how, techniques, processes, procedures, methods, trade secrets, research

and technical data, records, formulae, designs, industrial designs, sketches, patterns, databases, specifications, schematics, blue prints, flow charts or sheets, equipment and parts lists and descriptions, samples, reports, studies, findings, algorithms, instructions, guides, manuals, and plans for new or revised products and/or services; and

Licenses - licenses, sub-licenses and franchises related to the Vendor in which the Vendor is a licensee or a licensor of intellectual property of a nature described in paragraphs (i) - (iv) above.

Purchase and Sale of Other Assets . Upon and subject to the terms and conditions hereof, the Vendor will sell, assign and transfer to CHS USA free and clear of all Liens, other than Permitted Liens, and CHS USA will purchase from the Vendor as a going concern, as of and with effect from the opening of business on the Effective Date, the following assets:

Computer and Other Equipment - all computer and other equipment and accessories and supplies of all kinds which are specifically listed on Schedule B;

Contracts, Agreements - the full benefit of all unfilled orders received by the Vendor in connection with the Purchased Business, the specifics of which are listed in Schedule L hereto, and all right, title and interest of the Vendor in, to and under all Contracts listed on Schedule H attached hereto;;

Work in Process - all work in process relating to the Purchased Business;

Prepaid Expenses - all prepaid expenses and deposits pertaining to the Purchased Business;

Inventory - any inventory listed on Schedule F;

Loans/Advances - all loans and advances made by the Vendor to suppliers of the Vendor pertaining to the Purchased Business;

Warranty Rights - the full benefit of all representations, warranties, guarantees, indemnities, undertakings, certificates, covenants, agreements and the like and all security therefore received by the Vendor on the purchase or other acquisition of any part of the Assets;

Records - all books, records or files relating to the Purchased Business including, without limitation, all financial, production, personnel, sales and customer records (except to the extent any of the foregoing are or relate to Excluded Assets);

Accounts Receivable - all accounts receivable (net of any required allowance for doubtful accounts), trade accounts, notes receivable, book debts and other debts due or accruing due to the Vendor in connection with the Purchased Business

Excluded Assets . There shall be specifically excluded from the purchase and sale of the Purchased Business the following:

life insurance proceeds receivable in respect of the life of any Principal;

income taxes refundable and all refundable sales taxes, excise taxes, municipal taxes and like taxes and interest thereon refundable to the Vendor on account of the Purchased Business in respect of any period ending prior to the Effective Date;

all notes receivable, or other debts due or accruing due to the Vendor from any Principal;

all cash, term or time deposits owned or held by or for the account of the Vendor on account of the Purchased Business;

all books and records relating to the Excluded Assets and the corporate charter, taxpayer and other identification numbers, seals, minute books, unit transfer records and other documents related to the organization, maintenance and existence of the Vendor as a legal entity;

all of the Vendor’s rights under this Agreement;

all financial statements, tax returns and other tax records and related information of the Vendor;

all rights, duties and obligations of the Vendor in and to any Leases;

all insurance policies owned and maintained by the Vendor and all rights thereunder; and

all claims of the Vendor against third parties related to the Excluded Assets, whether choate or inchoate, known or unknown, contingent or noncontingent.

Purchase Price and Allocation Thereof . The purchase price payable by the Purchaser to the Vendor for the Assets (such amount being hereinafter referred to as the “ Purchase Price ”) will be $2,700,000, subject to any adjustment under Sections 2.5(b) and 2.7.

Payment of Purchase Price . The Purchase Price will be payable by the Purchaser to the Vendor by certified cheque, bank draft or wire transfer as follows:

$2,500,000 will be paid at the Time of Closing;

the balance of $200,000 (the “ Holdback ”), subject to adjustment (if any) pursuant to the terms of Section 2.7 and any Claims by Purchaser under the

Determination of Amounts; Elections . The Vendor and the Purchaser covenant and agree with each other that the Purchase Price shall be allocated among the Assets as set forth on Schedule P attached hereto. The Vendor and the Purchaser agree to cooperate in the filing of such elections under the Internal Revenue Code , and similar tax statutes in the United States as may be necessary or desirable to give effect to such allocation for tax purposes. The Vendor and the Purchaser agree to prepare and file their respective tax returns in a manner consistent with the aforesaid allocations and elections. If either party fails to file its tax returns as aforesaid, it shall indemnify and save harmless the other of them in respect of any additional tax, interest, penalty and legal and/or accounting costs paid or incurred by the other of them as a result of the failure to file as aforesaid.

Purchase Price Adjustment .

The Purchase Price has been determined on the basis that the Tangible Net Assets will have a value on July 1, 2008 of $200,000 (such value being the “ Estimated TNA ”)to be calculated consistent with the methodology set out in Schedule N.

Within 30 days after the Closing Date, the Vendor shall deliver to the Purchaser a statement indicating the value of the Tangible Net Assets of the Purchased Business as at July 1, 2008 (such value being the “ Closing TNA ” and such statement being the “ Closing Date Balance Sheet ”).

The Vendor shall provide along with the Closing Date Balance Sheet any required schedules and supporting documentation required for the determination of the value of the Tangible Net Assets as at July 1, 2008. The Purchaser shall work cooperatively with the Vendor during the thirty (30) day period following the delivery of the Closing Date Balance Sheet to verify the amounts on the Closing Date Balance Sheet. If the Vendor or the Purchaser have not been able to agree upon a resolution of any related dispute within sixty (60) days of receipt by Purchaser of the Closing Date Balance Sheet, then any such dispute shall be resolved by an independent accounting firm (the “ Reviewing Accountant ”) selected jointly by the Vendor and the Purchaser. If these parties cannot agree on a Reviewing Accountant within ten (10) days, either of them may apply to a court to have one appointed by the court. The Reviewing Accountant shall be instructed to resolve any matters in dispute as promptly as practicable, but in no event more than thirty (30) days after submission. The fees of the Reviewing Accountant will be borne equally by the Vendor and the Purchaser. The resolution of the dispute by the Reviewing Accountant shall be final and binding on the parties hereto.

If the Closing Date Balance Sheet shows the Closing TNA to be equal to or greater than the Estimated TNA (any excess over $1 being the “ Excess ”), then the Purchaser will pay the Vendor the Holdback together with the amount of the

Excess on the Holdback Release Date and the Purchase Price will be increased by the amount of the Excess.

If the Closing Date Balance Sheet shows the Closing TNA is less than the Estimated TNA (the difference, expressed as a positive number, being the “ Shortfall ”), the Purchaser will, unless the Shortfall is equal to or greater than the Estimated TNA, pay to the Vendor the Holdback less the amount of the Shortfall, on the Holdback Release Date, and the Purchase Price will be reduced by the Shortfall.

If the Shortfall is equal to or greater than the Estimated TNA then the Purchaser shall retain the Holdback and the Vendor shall, on the Holdback Release Date, pay to the Purchaser the full amount of the Shortfall less the Holdback, and the Purchase Price will be reduced by the amount of the Holdback and the Shortfall.

Notwithstanding Sections 2.7(c), (d) and (e), Purchaser may withhold from payment of the Holdback an amount in respect of a Claim under the representations and warranties of the Vendor or any of the indemnities contained in this Agreement provided written notice of such Claim has been given to the Vendor in accordance with Section 4.3 of this Agreement prior to the Holdback Release Date.

Assumption of Obligations and Liabilities .

Except as otherwise expressly provided herein, CSH USA will assume, fulfill and perform only those obligations and liabilities of the Vendor under the contracts and other commitments specifically described in paragraph 2.2(b) hereof and listed on Schedule H hereto which (i) initially accrue or arise after the Closing Date; and (ii) are not the result of or caused by any breach or default of the Vendor thereunder on or before the Closing Date.

Effective as of the Closing Date, CHS USA will assume only those payables and liabilities of the Vendor set out in the list of payables and liabilities found in Schedule I, which list shall include the Assumed Liabilities.

The Purchaser shall only be responsible for liabilities and obligations arising out of or based upon the Purchaser’s ownership and operation of the Assets from and after the Closing Date.

Obligations and Liabilities Not Assumed . Except as otherwise expressly provided herein, the Purchaser does not assume and will not be liable for any obligations or liabilities of the Vendor whatsoever, including, without limiting the generality of the foregoing, (i) any taxes under the Internal Revenue Code or any other taxes whatsoever that may be or become payable by the Vendor, including any income or other taxes resulting from or arising as a consequence of the sale by the Vendor to the Purchaser of the Assets herein contemplated, (ii) any indebtedness of the Vendor owing to its bankers, its shareholders, or any other lender to the Vendor, (iii) any obligations owing by the Vendor to end users of the Software in respect of prepaid but unutilized services

of the Vendor other than those obligations listed in Schedule L, (iv) any obligations of the Vendor in respect of policies of insurance on the life of any Principal, (v) any Claims directly arising out of the conduct of the Vendor prior to the Time of Closing, or (vi) the Accounts Payable.

REPRESENTATIONS AND WARRANTIES

Warrantor’s Representations and Warranties . The Warrantor represents and warrant to the Purchaser that:

Corporate - The Vendor is a corporation duly incorporated, organized and subsisting under the laws of the Province of Ontario with the corporate power to own its assets and to carry on its business and has made all necessary filings under all applicable corporate, securities and taxation laws or any other laws to which the Vendor is subject.

Authority - The Vendor has good and sufficient power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the Assets to the Purchaser free and clear of all Liens, other than Permitted Liens, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement have been duly and validly authorized and approved by all necessary corporate action on the part of the Vendor. No approval, order, consent or filing with any governmental authority (including any regulatory authority and agency) is required on the part of the Vendor in connection with the execution, delivery and performance of this Agreement.

Binding Agreement - This Agreement and all other agreements, documents and instruments to be executed by the Vendor constitute a valid and legally binding obligation of the Vendor, enforceable against the Vendor in accordance with their terms subject to applicable bankruptcy and insolvency laws and to equitable remedies being always in the discretion of a court.

No Options - Except as expressly listed in Section 3.1(d) of the Disclosure Schedule, there is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Assets other than pursuant to the provisions of this Agreement.

No Conflict - Neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Vendor or any Warrantor which is a corporation will result in the violation of:

any of the provisions of the Article of Incorporation, Certificate of Formation or the like or by-laws of the Vendor or any Warrantor which is a corporation, as applicable,

except for those Contracts which require consent to their assignment or transfer and which are expressly listed in section 3.1(e)(ii) of the Disclosure Schedule, any agreement or other instrument to which the Vendor or any Warrantor which is a corporation, as applicable, is a party or by which the Vendor or such Warrantor is bound, or

any applicable law, rule or regulation.

Books and Records - The books and records of the Vendor relating to the Purchased Business are true and correct in all material respects and present fairly and disclose in all material respects the financial position of the Purchased Business, and all material financial transactions and legal and corporate proceedings of the Vendor relating to the Purchased Business have been accurately recorded in such books and records and, to the extent possible, such financial books and records have been prepared in accordance with GAAP, consistently applied.

Financial Statements - The financial statements for the Purchased Business attached as Schedule A hereto for the fiscal year ended January 31, 2008 and for the three months ended April 30, 2008 (hereinafter collectively referred as the “ Financial Statements ”):

are in accordance with the books and accounts of the Vendor as at the dates set forth on the Financial Statements for such periods,

are true and correct and present fairly the financial position of the Purchased Business as at the dates set forth on the Financial Statements for such periods,

have been prepared in accordance with generally accepted accounting principles, consistently applied, and

present fairly all of the assets and liabilities of the Purchased Business as at the dates set forth on the Financial Statements for such periods including, without limiting the generality of the foregoing, all contingent liabilities of the Purchased Business as at the dates set forth on the Financial Statements for such periods.

Financial Position - Since April 30, 2008: (i) the Purchased Business has been carried on in its usual and ordinary course and the Vendor has not entered into any transaction (including any transfer or sale of assets) out of the usual and ordinary course of the Purchased Business; (ii) there has been no change in the affairs, business, operations or condition of the Purchased Business, financial or otherwise, whether arising as a result of any legislative or regulatory change, revocation of any license or right to do business, fire, explosion, accident, casualty, labour dispute, flood, drought, riot, storm, condemnation, act of God,

public force or otherwise, except changes occurring in the usual and ordinary course of business which have not adversely affected the affairs, business, operations or condition of the Purchased Business, financial or otherwise; (iii) no single capital expenditure in excess of $10,000 or capital expenditures in the aggregate in excess of $10,000 have been made or authorized by or in respect of the Purchased Business; (iv) the Purchased Business has not materially changed its price lists, manner of pricing or billing, or the credit lines it makes available to customers; and (v) there are no outstanding liabilities in respect of the Purchased Business except trade debts incurred in the usual and ordinary course of business and shown on the Financial Statements and on the list of payables set out in Schedule I.

Intellectual Property -

Owned Intellectual Property . Except as set forth in Section 3.1(i)(ii), the Vendor owns all of the Intellectual Property (which for purposes of this clause (i) and subsections 3.1(1) and (p) includes all rights in the Software and related training materials) that is currently used in the Purchased Business. Schedule C sets forth a full, complete and true list of all United States and any other patents, trade-marks, registered copyrights, trade names and service marks, and any applications therefor included in the Intellectual Property, and specifies the jurisdictions in which such Intellectual Property has been issued or registered or in which an application for such issuance and registration has been filed, including the respective registration or application numbers and the names of all registered owners, together with a list of all of the Vendor’s currently marketed software products and an indication as to which, if any, of such software products have been registered for copyright protection with the United States or other relevant Copyright Office and any foreign offices and by whom such items have been registered. The Vendor is the sole and exclusive owner of, with all right, title and interest in and to (free and clear of any Liens, other than Permitted Liens) the Intellectual Property, and has sole and exclusive rights (and is not contractually obligated to pay any compensation to any third party in respect thereof) to the use thereof or the material covered thereby in connection with the services or products in respect of which the Intellectual Property is being used. The Intellectual Property is in full force and effect and has not been used or enforced, or failed to be used or enforced, in a manner that would result in its abandonment, cancellation or unenforceability. The Vendor has not transferred ownership of the Intellectual Property to any other person. There is no and has not been any unauthorized use, infringement or misappropriation of any of the Intellectual Property by any person, former employee or other third party.

Licensed Technology . Section 3.1(i)(ii) of the Disclosure Schedule lists all third party software and any other technology and technical information (other than the Third Party Programs referred to in Section

Software -

Developers . The Software was written only by the individuals (the “ Developers ”) listed in Section 3.1(j)(i) of the Disclosure Schedule other than minor components of the Software which, in the aggregate, do not comprise more than 5% of the source code for the current version of any individual Software program;

Status of Developers . All Developers, at the time they wrote the Software, were either full-time employees of the Vendor employed as software programmers, or they were contractors who assigned their intellectual property rights in the Software to the Vendor pursuant to written agreements. The Developers have waived their moral rights in the Software;

Government Funding . No government funding, facilities of a university, college or other educational institution or research centre or funding from third parties was used in the development of the Software;

Third Party Software . Except for the third party software (“ Third Party Programs ”) listed in Section 3.1(j)(iv) of the Disclosure Schedule, the Software neither contains nor embodies nor uses nor requires any third party software, including development tools and utilities, and the Software, together with the Third Party Programs, contains all materials necessary for the continued maintenance and development of the Software as presently maintained and developed by the Vendor. Except as disclosed in Section 3.1(j)(iv) of the Disclosure Schedule, no open source software was or is used in, incorporated into, integrated or bundled with any of the Software;

Third Party Licenses . Copies of all the license, distribution and maintenance agreements for the Third Party Programs have been provided by the Vendor to the Purchaser, except in respect of Third Party Programs that are shrink wrapped software and that are purchased off- the-shelf by the Vendor in order to be passed through to the Vendor’s customers or to be used by the Vendor, and such license and distribution agreements give the Vendor the right to grant unlimited run-time licenses

of the respective Third Party Program to the customers of the Vendor for the royalties set out in Section 3.1 (j )(v) of the Disclosure Schedule;

Object Code . Only object code versions of the Software have been provided to those licensee customers of the Software listed in Section 3.1(j)(vi) of the Disclosure Schedule, and no person except for such licensees have been provided with a copy of the object code of the Software;

Source Code . The source code for the Software has not been delivered or made available to any person and the Vendor has not agreed to or undertaken to or in any other way promised to provide such source code to any person. The source code is currently stored only in the Vendor’s premises in Sarasota, Florida. The sale of the Assets of the Vendor resulting from the transactions contemplated by this Agreement will not entitle any customer to obtain a copy of the source code for the Software, nor will it result in any third party being granted any right with respect to the Software or the Intellectual Property;

Customer Licenses and Other Agreements . Section 3.1(j)(viii) of the Disclosure Schedule lists all the other licenses, maintenance or support agreements, development contracts and all other agreements, whether written or oral (other than proposals or request for proposals which are referred to in such agreements) between the Vendor and users of the Software, copies of each of which have been provided to the Purchaser. With respect to the users of the Software listed in Sections 3.1(j)(viii) and 3.1(j)(vi) of the Disclosure Schedule, all such users have non- transferable, non-exclusive, single-site licenses to use only object code versions of the Software. With respect to the maintenance agreements between the Vendor and users of the Software, except as noted in Section 3.1(j)(viii) of the Disclosure Schedule, no maintenance agreement has a term of greater than 12 months, and the Vendor has not agreed with any user to limit future increases in maintenance fees;

Software Defects . Except as listed in Section 3.1(