COMPUTER SYSTEMS AND SOFTWARE LEASE AND LICENSE AGREEMENT

1)

Definitions

a)

Licensed Software – Licensed Software means Credco’s Software which is a program that (1) merges/combines information received from one or more consumer reporting agencies, eliminates duplicate information and presents a combined report in a standardized arrangement, and (2) receives other information from various data providers and presents such information in an easy-to-read format.

b)

Equipment - One or more dedicated Web servers and related hardware and all other tangible items, including without limitation, computers, peripherals, cables, interface devices, tools and spare parts, together with associated supplies and documentation, required to allow RELS to obtain Merged Reports and other products and services through the Licensed Software.

c)

Installation Site - Credco offices in Poway, California.

d)

Merged Reports – Consumer credit reports obtained from one or more of the national consumer reporting agencies that are combined into one report containing current and accurate information.

e)

Operative - In good working order and repair with the appropriate functionality to allow RELS the ability to obtain the Merged Reports and other products and services.

f)

Operational Failure - The failure of the leased Equipment and/or Licensed Software to be Operative during RELS’s business hours arising from causes within Credco’s control. The term Operational Failure shall not include failures caused by (1) RELS’s failure to follow proper procedures provided to it by Credco, (2) failure of RELS’s equipment, or (3) the national consumer reporting agencies or any other information provider or agency.

2)

License

a)

Credco, in consideration of payment of the monthly fees set forth in Exhibit A hereto, hereby grants and RELS accepts a limited, non-exclusive license, subject to the terms and conditions set forth herein to use the Licensed Software and related “bug” fixes, updates, enhancements, upgrades or re-releases, for the purpose of furnishing Merged Reports and other products and services to RELS CUSTOMERS and to no other party and for no other purpose. This Agreement, any license and any program to which it applies may not be assigned, sublicensed or otherwise transferred by RELS without the prior written consent of Credco. Any attempted assignment by RELS without such consent shall be void and this Agreement shall be terminated.

b)

Except as expressly stated herein, RELS agrees that it and its employees, shall not: (i) use Credco's Licensed Software, other than within the scope of the license granted by Credco under this section; (ii) in any way alter, change, modify, adapt, translate, or make derivative works of any Merged Reports or other products and services delivered hereunder; (iii) sublicense Credco's Licensed Software; or (iv) integrate, cross-reference or otherwise use any data contained in Credco's Licensed Software with data obtained from any third party.

3)

Lease

4)

Term

5)

Equipment Installation

6)

Maintenance

a)

Credco agrees to make necessary modification in the Equipment and Licensed Software, without charge to RELS, to comply with any changes that may from time to time be introduced by the national consumer reporting agencies or Credco’s other data providers. Credco agrees to make necessary modification in the Equipment and Licensed Software, with charge to RELS, to comply with any changes that may from time to time be required by RELS and/or RELS CUSTOMERS.

b)

In the event of an Operational Failure, Credco shall assign Credco’s qualified technical service personnel to resolve the Operational Failure and bring the Equipment back into operation as soon as possible. Priority shall be given by Credco to operational problems which impair RELS’s ability to obtain Merged Reports or other products and services. During Operational Failures, Credco shall provide RELS, at a point designated by RELS from time to time, with progress reports to RELS’s on-site designated person (or position).

7)

Warranties, Disclaimers and Indemnities

a)

Credco Warranties – Credco hereby represents and warrants to RELS as follows: (i) the Equipment and the Licensed Software shall be capable of delivering Merged Reports in the volume requirements estimated in Exhibit B attached hereto and will be free from material defects and errors; (ii) Credco has the power and right to lease the Equipment and license the Licensed Software to RELS without violating the rights of any third party; (iii) neither the Licensed Software nor the stated use thereof by RELS does nor will infringe any patent, copyright, trademark, trade secret, confidentiality or other proprietary right of any third party; and (iv) the Licensed Software shall not contain any backdoor, time bomb, logic bomb, or other code designed (A) to permit access unauthorized by RELS to any RELS system, Web site, computer or network or to any software installed on a RELS computer or network (including the Licensed Software itself), (B) to permit the Licensed Software or any RELS system, Web site, computer or network to be locked or disabled by Credco or any third party without RELS’s consent, (C) to cause the Licensed Software to cease operating after a certain period of time, or D) to cause damage to any of RELS’s hardware, software or data.

b)

RELS Warranties – RELS represents and warrants to Credco that (i) it has the right and power to enter into this Agreement and that there is no outstanding contract, commitment or legal impediment which may limit, restrict or impair its ability to perform its obligations hereunder; RELS shall use the Licensed Software and the Merged Reports and any other products and services RELS CUSTOMERS or RELS obtains therefrom on behalf of RELS CUSTOMERS in full compliance with all applicable laws, including without limitation the Fair Credit Reporting Act (FCRA) and related state laws and the Real Estate Settlement Procedures Act; (iii) RELS shall resell the Merged Reports only to RELS CUSTOMERS in connection with a permissible purpose as defined in FCRA and shall fully comply with its obligations as a reseller under FCRA; and (iv) RELS is in full compliance with all other applicable laws and regulations.

c)

Information “as is” – RELS understands that the accuracy of information processed from third parties and furnished to RELS through the Licensed Software is not guaranteed by Credco. Credco shall have no responsibility for the accuracy, currency or quality of any

Merged Reports or any other products or services (or the information contained therein) or other information received through the Licensed Software and RELS accepts all such data “as is.”

d)

RELS Indemnity – RELS agrees to indemnify and hold Credco harmless from any and all expenses, costs, claims and damages, including attorneys fees incurred by Credco or its affiliated companies derived from, arising out of, or relating to, (i) any violation of the FCRA by RELS, its employees or agents, (ii) improper publishing or disclosure of information contained in a report obtained through the Licensed Software by its employees or agents or (iii) any breach of any representation, warranty or covenant of RELS hereunder.

e)

Mutual Indemnification. Both parties shall defend, indemnify and hold harmless the other, together with its officers, directors, employees, agents, parent, subsidiaries and other affiliates, from and against any and all damages, costs, liability, and expense whatsoever (including attorneys’ fees and related disbursements) incurred by reason of (i) any failure by a breaching party to perform any covenant or agreement set forth herein; (ii) injury to or death of any person or any damage to or loss of property which is due to the negligence and/or willful acts of the breaching party; or (iii) any breach by the breaching party of any representation, warranty, covenant or agreement under this Agreement; provided, however, that Credco’s maximum indemnification of RELS in connection with this Agreement, whether for breach of contract, tort or otherwise, shall not exceed $250,000.00 in the aggregate. The existence of multiple claims shall not enlarge the limit of Credco’s indemnification hereunder.

f)

Adverse Action warranty – RELS warrants that, when it obtains Merged Reports or any other product or service through the Licensed Software for resale to RELS CUSTOMERS, RELS will instruct RELS CUSTOMERS not to use Credco’s name, logo, and address or telephone number on any disclosures to the consumer, including, but not limited to, any adverse action notice under FCRA. “Adverse action” has the same meaning as the definition of that term under the FCRA. The adverse action notice provided by RELS CUSTOMERS under the FCRA shall include the name, address and telephone number of RELS.

8)

Limitations of Liability

9)

Access to Source Code

10)

Proprietary Protection

11)

Independent Contractor

12)

Trade Secret Information

13)

Ownership and Confidentiality.

a)

Confidential Information. Both parties hereto shall keep confidential, and will cause its employees to keep confidential, all Confidential Information, as defined below, obtained from the other party (the “Disclosing Party”). The parties also agree that all information related to the Agreement is presumed to be Confidential Information unless the Disclosing Party indicates in writing that the information is not confidential or proprietary. Both parties acknowledge that, in the course of its relationship with the other that it and its employees will acquire or have access to information of various kinds concerning the other party’s business, as well as the businesses of its affiliates. Both

parties acknowledge that all information disclosed by the Disclosing Party to the other party, its employees and/or agents ( the “Recipient”), for the purposes of the Agreement(s), or which comes to the attention of Recipient, its employees, during the course of such Agreement(s), is confidential in nature, constitutes a valuable asset of Disclosing Party , is proprietary to the Disclosing Party, and is properly the subject of protection. Both parties also acknowledge that Rels has a responsibility to its customers to keep customers’ records strictly confidential and proprietary. Both parties further acknowledge that the Disclosing Party may have proprietary or confidential information of third parties that they may rightfully use in the course of their businesses. Both parties further agree that any entity or person who obtains or is provided access to Confidential Information (as defined below) as an agent of Recipient may obtain or have access to such Confidential Information only for the purpose of carrying out the performance of specific terms of this Agreement, and, in such case, the agent of Recipient (other than employees of the Recipient): (i) must agree in writing, independently, to be bound by the terms set forth in this Section; and (ii) must agree in writing, independently, to use such Confidential Information only for the purpose of carrying out the performance of specific terms of this Agreement.

b)

Definition of Confidential Information. “Confidential Information” shall mean and include the following:

i)

RELS Consumer Information. Any and all non public information or data, provided by, through, or on behalf of RELS, its customers or clients to Credco (or any of Credco’s agents approved by RELS in advance under this Agreement), about or relating to any client or prospective or former client of RELS (whether an individual, business entity, governmental unit, or otherwise) or any RELS customer including (without limitation) any and all nonpublic personal information of RELS or its customers (within the meaning of Title V of the Gramm-Leach-Bliley Act and its implementing regulations) made available to Credco; provided, however, that the same or similar information that Credco receives of obtains from other sources shall not constitute RELS’s Consumer Information. Credco warrants and attests that it shall comply with all applicable law, including Regulation P and RELS’s privacy policy, in the performance of its Services to RELS as defined in this section.

ii)

Proprietary and Other Confidential Information. Confidential Information also includes any and all confidential business, technical or data processing information, trade secret or other proprietary information acquired from the Disclosing Party, its customers or clients, or any of its affiliates by Recipient, or its employees or agent, in the course of carrying out the tasks hereunder or as a result of access to the Disclosing Party’s Confidential Information, or any of its affiliates, whether prepared by Recipient or its employees, whether or not reduced to writing, and whether or not in human readable or machine readable form, including, without limitation, any information provided by the Disclosing party, its customers or clients, or any of its affiliates concerning the Agreement, concepts, techniques, or procedures, software in various stages of development, discoveries, ideas, inventions, operations, data, designs, drawings, diagrams, specifications, documentation, research, know-how, compilations of information, records, costs, purchasing data, financial data, accounting, marketing and development plans, sales, pricing, profits, business plans

or procedures, data, employee information provided by and acquired from the Disclosing Party, or any of its affiliates in the course of the performance by Recipient of any of the tasks hereunder or as a result of this Agreement. Such information shall remain the sole property of the disclosing party. Confidential Information also includes any and all information described in this subsection (ii) which Recipient obtains from another party and treats as proprietary or designates as confidential information, whether or not owned or developed by the Disclosing Party. Proprietary and Other Confidential Information (but not Rels/client/customer/Consumer Information described in subsection (1) above) shall cease to be Confidential Information after it has been voluntarily disclosed to the public by the Disclosing Party, or independently developed and disclosed by others or has otherwise entered the public domain through lawful means. In any dispute with respect to these exclusions, the burden of proof will be on Recipient to show that the exclusion applies.

c)

Ownership. RELS acknowledges that the databases which are used in providing the services, and the software and systems used by Credco in connection with the services and related materials, and all copyrights, patents, trade secrets and other intellectual property and proprietary rights in and to any of the foregoing (“Credco Products”) are and shall remain the exclusive property of Credco and the third parties to whom Credco is acting as agent or from whom Credco has obtained the right to use the Credco Products, provided, however, that any data generated for RELS through use of the Credco software are and shall remain the exclusive property of RELS.

14)

Background Checks.