Consulting Services Agreement

This Agreement is effective as of July 31, 2009, and is entered into by and between St. Bernard Software, Inc. ("St. Bernard"), a Delaware corporation, with offices at 15015 Avenue of Science, San Diego, California 92128 and

(You) Softworks Group Pty Ltd, located at 97 Bliesner Road Obum Obum Qld 4309, Australia.  Phone number: (011) 61 4000 993 339.  Facsimile number: (011) 61 7 3102 6277.  Tax ID No: ABN 70 056 091 322 reporting to Australian Taxation Office.

WHEREAS, St. Bernard and You have entered into a 2009 Consulting Services Agreement dated January 1, 2009 (the “Original Agreement”);

WHEREAS, the parties are willing to enter into a new consulting agreement that will supersede the Original Agreement effective July 31, 2009;

NOW THEREFORE, St. Bernard desires to continue to retain You as an independent contractor to perform the consulting services set forth herein under the terms set forth herein, and You are willing to perform such services on the terms set forth herein.

In consideration of the mutual promises contained herein, St. Bernard and You agree as follows:

1.  Services.

You agree to perform the services and create and provide the deliverables, including source code, described in one or more Exhibits A (i.e., A-1, A-2, etc.), as mutually agreed upon and attached hereto and incorporated herein by this reference ("Services"), in a timely and workmanlike manner, according to the Statement of Work set forth in such Exhibits A.  Individual engagements may be initiated during the term of this Agreement by St. Bernard’s submission and Your acceptance of a Statement of Work in the form of an Exhibit A-1.  You will perform the specified Services under the general direction of Bob Crowe and/or Louis Ryan at St. Bernard, but You will, subject to the terms set forth herein, determine in Your sole discretion the manner and means by which the Services are accomplished, subject to the express condition that You will at all times comply with applicable law.  Shipment of tangible deliverables will be made FOB St. Bernard's offices in San Diego, California or as otherwise directed.

This Agreement will commence on July 31, 2009 and, unless terminated earlier as provided in Section 12 below, shall expire on October 31, 2009.

2.  Payment for Services.

A.  As full compensation and consideration for the Services and Your other obligations set forth herein, St. Bernard will pay You the fee(s) stated in the applicable Exhibit A, up to the maximum amount stated therein.  Fees may be stated as fixed fees or as hourly fees, as We may mutually agree for any engagement.  Any out-of-pocket expenses incurred by You in connection with providing the Services will be reimbursed only if approved in writing (on Exhibit A or otherwise) by St. Bernard prior to incurring such expenses.

B.  You may invoice St. Bernard for Services performed, including reimbursable expenses, upon completion of the Services or of such milestones as may be specified in the Statement of Work or as otherwise specified in Exhibit A.  With each invoice You will provide details of the number of hours worked by each staff member working on the project, showing the amounts of billable time expended and an explanation of the work performed and a detailed project log signed by each engineer working on the project that provides a detailed reconciliation of work done and the overall progress of the project to date and any problems that require St. Bernard's assistance to resolve.  Subject to St. Bernard's approval, St. Bernard will pay Your invoice(s) as set forth in Exhibit A-1.

C.  You agree to promptly pay Your employees and agents for all work performed.  If You do not pay Your employees and agents, on a current basis, for work performed on behalf of St. Bernard, such nonpayment will be deemed a material breach of this Agreement which will entitle St. Bernard to contract directly with such persons on a consulting basis.

3.  Right to Review.

A.  If any major milestones are set forth in Exhibit A, St. Bernard will review and approve Your performance to date at such milestones before You proceed to the next stage. At each milestone St. Bernard will review materials, provide directions for any revisions, and authorize You to proceed.

B.  If at any time St. Bernard directs any changes in the scope of the project (including milestone revisions) which materially increase or decrease the effort required to comply with the provisions of Exhibit A, We will negotiate an appropriate adjustment of the previously agreed fees in good faith.

C.  St. Bernard reserves the right to reject the Services at any time if, in its reasonable judgment, the Services do not conform with, or accomplish the objectives set forth in, Exhibit A.  If St. Bernard rejects the Services, St. Bernard will so notify You, and You will have 10 working days to submit new deliverables and/or perform new Services which have corrected the omissions and made the revisions noted by St. Bernard.  If You have not submitted such new material as indicated, St. Bernard may terminate this Agreement or the applicable Exhibit A as set forth in Section 12 below.

4. Conflicting Obligations.

You represent and warrant that neither You nor Your employees or agents, if any, is under any pre-existing obligation or obligations inconsistent with the provisions of this Agreement.  You warrant that You have the right to disclose and use all ideas, processes, designs, data, and other information which You will disclose or use in the performance of this Agreement.  You also agree to disclose to St. Bernard any actual or potential financial interest that You may have with respect to, or resulting from, any recommendations or advice that You may give to St. Bernard under this Agreement.

5.  Ownership and Rights in Work Product.

A.  All designs, discoveries, inventions, products, computer programs (including source code), procedures, improvements, developments, drawings, specifications, data, memoranda, notes, documents, manuals, information, and other materials, made, conceived or developed by You, alone or with others, which result from or relate to the Services which are delivered to and accepted by St. Bernard, and any derivatives thereof ("Work Product"), and all such materials which You may receive from St. Bernard while performing Services, shall be the sole property of St. Bernard.  You agree to promptly disclose all such Work Product to St. Bernard and to place a copyright designation in favor of St. Bernard on all such Work Product.  You acknowledge that all Work Product developed under this Agreement is “work made for hire”, and You hereby make, without further consideration, a present assignment of all right, title and interest in and to such Work Product, including, without limitation, any and all intellectual property rights embodied therein.

B.  You agree to cooperate with and assist St. Bernard, or any person designated by St. Bernard, to apply for and to execute, any applications and/or assignments reasonably necessary to obtain any patent, copyright, trademark, or other statutory protection for such Work Product in St. Bernard's name as St. Bernard deems appropriate.  St. Bernard will compensate You for time expended in satisfaction of this requirement at a reasonable hourly rate (not to exceed the rate for the applicable Exhibit A) if such effort requires a significant amount of Your time.

6. Confidentiality.

A.  In connection with Your performance under this Agreement, St. Bernard will disclose to You certain information which St. Bernard deems to be valuable and proprietary, including, but not limited to, documents and oral discussion of St. Bernard's technology, strategy, operations, internal corporate information, methods and procedures.   In addition, You understand that any Work Product developed hereunder is, unless registered for another form of legal protection, a trade secret of St. Bernard.  You agree that all Work Product and all oral communications and written materials received by You from St. Bernard hereunder in performance of this Agreement or any part thereof, as well as any such information provided to You in the course of any engagement by, or on behalf of any St. Bernard customer or business partner, is and will remain, the “Proprietary Information” of St. Bernard or other disclosing party, unless and until such time as:

(1)           such Information is generally available to the public, through no fault of Yours and without breach of this Agreement;

(2)           You can prove that such Information is already in Your possession without restriction and prior to any disclosure hereunder;

(3)           You can prove that such Information is or has been lawfully disclosed to You by a third party without obligation of confidentiality upon You; or

(4)           You can prove that such information was developed independently by You or Your employees who have not had access to information disclosed hereunder.

B.  With respect to all Proprietary Information (including any Work Product), You agree:

(1)           not to copy, sell