SOFTWARE LICENSE AGREEMENT

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EXHIBIT 10.10

SOFTWARE LICENSE AGREEMENT--METERWORKS

(SOURCE CODE)

This Agreement is entered into this 31st day of August, 2002 (the

"Effective Date") by and between Hifn, Inc., a Delaware corporation with

principal offices at 750 University Avenue, Los Gatos, California 95032

("Licensor") and Siegler Technology Development, L.L.C., a Delaware limited

liability company with principal offices at 1100 East Woodfield Road, Suite 100,

Schaumburg, Illinois 60173 ("Licensee").

RECITALS

WHEREAS, Licensor desires to grant to Licensee, and Licensee desires to

receive from Licensor, a non-exclusive license to incorporate Licensor's

proprietary Licensed Software (as hereinafter defined) known as MeterWorks into

Licensee Products (as hereinafter defined) and to distribute the Licensed

Software, in object code format only, with Licensee's Products in accordance

with the terms of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual

covenants contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement the following terms shall have the

meanings set forth below:

1.1 Authorized Location. "Authorized Location" means any location or

locations of Licensee's office or offices, now or hereafter in existence from

time to time.

1.2 Derivative Works. "Derivative Works" means any software programs,

and copies thereof, which are developed by Licensee and which are based on or

incorporate any part of the Licensed Software delivered by Licensor hereunder,

including without limitation any revision, modification, translation (including

compilation or recapitulation by computer), abridgment, condensation, expansion,

or any other form in which the Licensed Software may be recast, transformed or

adapted, and that, if prepared without Licensor's authorization, would

constitute a copyright or trade secret infringement of the Licensed Software.

1.3 Licensed Software. "Licensed Software" means Licensor's proprietary

Source Code software (marketed by Licensor under the tradename MeterWorks), as

more fully described on Schedule A attached to this Agreement, including any

updates, improvements or modifications hereinafter furnished to Licensee by

Licensor in connection with the Licensed Software, whether requested by Licensee

or initiated by Licensor.

1.4 Licensee. "Licensee" means Siegler Technology Development, L.L.C.

and any subsidiary, parent or other affiliated entity of Siegler Technology

Development, L.L.C.

1.5 Licensee Products. "Licensee Products" means those Licensee

products which incorporate the Licensed Software and which are further described

on Schedule B attached to this Agreement, as it may be amended from time to time

by mutual agreement of the parties.

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Licensee may add products which are substantially similar or within the existing

product family, to the products listed on Schedule B without Licensor's consent

as long as there is no change in control of Licensee.

1.6 Licensor Documentation. "Licensor Documentation" means all written

or electronic technical documentation furnished by Licensor during the term of

this Agreement that relates to the Licensed Software, including without

limitation any and all algorithms, listings, flow charts, operation instructions

and other documentation.

1.7 Object Code. "Object Code" means the Licensed Software supplied by

Licensor to Licensee hereunder, or Derivative Works developed by Licensee

hereunder, in machine-readable, compiled object code form.

1.8 Revenue. "Revenue" shall mean the gross amount actually received by

or accrued to Licensee less sales taxes and customs duties and refunds for

returns actually paid by Licensee from such amounts and bad debt written off as

uncollectable (unless later collected) for (i) sale, distribution, or use of a

Licensee Product; or (ii) the provision of products based in any part upon or

using a Licensee Product.

1.9 Software Upgrades. "Software Upgrades" means new versions of the

Licensed Software developed by Licensor that provide substantial new

functionality or performance in addition to the features provided by the version

of the Licensed Software described on Schedule A.

1.10 Source Code. "Source Code" means the computer source code for the

Licensed Software supplied by Licensor to Licensee hereunder, including any

updates, improvements, or modifications hereinafter furnished to Licensee by

Licensor in connection with the Source Code, whether requested by Licensee or

initiated by Licensor.

1.11 Source Materials. "Source Materials" means:

(a) the computer source code for the Licensed Software

supplied by Licensor to Licensee hereunder, including source code

Modifications containing Licensor's confidential information in human

perceivable form; and

(b) all other human perceivable or readily reverse engineered

descriptions and implementations of the Licensed Software or portion

thereof.

1.12 Nonconformance. "Nonconformance" means any material discrepancy

between the functionality of the Binary Version and the functionality described

in the RFCs 1757, 1513, 2021 and 2074. Conformance to RFCs 1757, 1513, 2021 and

2074 shall be the joint responsibility of Licensor and Licensee.

1.13 RFC 1757. "RFC 1757" means the document identified as Request for

Comments 1757, Remote Network Monitoring Management Information Base, as

published by the Internet Engineering Task Force, March 1995.

1.14 RFC 1513. "RFC 1513" means the document identified as Request for

Comments, 1513 Token Ring Extensions to the Remote Network Monitoring MIB, as

published by the Internet Engineering Task Force, September 1993.

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1.15 RFC 2021. "RFC 2021" means the document identified as Request for

Comments, 2021 Remote Network Monitoring Information Base version 2, dated

January 1997.

1.16 RFC 2074. "RFC 2074" means the document identified as Request for

Comments, 2074 Remote Network Monitoring MIB Protocol Directory, dated January

1997.

2. LICENSE GRANT

2.1 Modification License. Subject to the terms and conditions of this

Agreement, Licensor hereby grants to Licensee, under all of Licensor's

intellectual property rights in and to the Licensed Software, a non-exclusive,

non-transferable (except as provided in Section 11.1, below), worldwide license,

without right to sublicense, of the Licensed Software, the Licensed

Documentation, and the Source Code and the Source Materials, with rights to use,

modify, reproduce and prepare Derivative Works of the Source Code and the

Licensor Documentation solely at the Authorized Location for the purpose of

creating, maintaining and enhancing the Licensee Products. The parties

acknowledge and agree that the Licensed Software, in Object Code, or Derivative

Works form can be embedded in products offered for sale or license (with rights

to sublicense) by Licensee ("Licensee Products") and notwithstanding anything to

the contrary contained in this Agreement and notwithstanding any restrictive

language set forth in Section 2.2 or Section 2.3 below, Licensee shall have the

express right to sell and/or license Licensee Products containing the Object

Code or Derivative Works form of the Licensed Software to third parties; such

activity shall:

(a) not be deemed to violate any restrictions contained herein

with respect to sublicensing of the Object Code of the Licensed

Software;

(b) survive the termination of this Agreement (except in the

case of a Breach by Licensee under Section 8.1); and

(c) not create any further liability or obligations of

Licensee to Licensor.

2.2 Object Code Reproduction License. Subject to the terms and

conditions of this Agreement, Licensor hereby grants to Licensee, under all of

Licensor's intellectual property rights in and to the Licensed Software, a

non-exclusive, non-transferable (except as provided in Section 11.1 below)

license to reproduce, in Object Code format only, the Licensed Software and/or

Derivative Works as part of the Licensee Products. Licensee shall make no use of

any copies of the Licensed Software and/or Derivative Works reproduced pursuant

to this Section 2.2 except as provided by the distribution license set forth in

Section 2.3 below. Licensee shall be permitted to sublicense the reproduction

rights granted under this Section 2.2 to third parties.

2.3 Distribution License. Subject to the terms and conditions of this

Agreement, Licensor hereby grants to Licensee, under all of Licensor's

intellectual property rights in and to the Licensed Software, a worldwide,

non-exclusive, non-transferable (except as provided in Section 11.1 below)

license to distribute copies, in Object Code format only, of the Licensed

Software and/or Derivative Works only as incorporated into the Licensee

Products. Except as expressly provided in Section 2.4 below, Licensee shall have

no right to sublicense the rights granted under this Section 2.3 by Licensor.

Licensee shall not distribute or market the Licensed Software and/or Derivative

Works in any manner except as expressly provided in this Section 2.3.

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2.4 Sublicensing of Licensed Software by Licensee.

2.4.1 Restrictions. Each Licensee Product shall be distributed by

Licensee or its distributors with a license, which applies to the Licensed

Software and/or Derivative Works and which shall contain terms that are at least

as protective of Licensor's rights as are the terms set forth on Schedule C

attached to this Agreement. Licensor shall provide Licensee with a copy of such

license and any subsequent versions thereof for its use in licensing the

Licensed Software and/or Derivative Works.

2.4.2 Warranties & Indemnity. Licensee shall be solely

responsible for, and Licensor shall have no obligation to honor, any

representations or warranties that Licensee provides with respect to the

Licensee Products. Licensee shall be solely responsible for, and Licensor shall

have no obligation to honor, any warranties that Licensee provides to its

customers with respect to the Licensed Software, Derivative Works or Licensee

Products. Licensee shall defend any claim against Licensor arising in connection

with any such warranties to Licensee's customers, express, implied, statutory,

or otherwise, and shall pay any settlements or damages awarded to Licensor that

are based on any such warranty.

2.4.3 Infringements. Licensee agrees to use reasonable commercial

efforts to enforce violations or infringements under any sublicense agreements

for the Licensed Software and/or Derivative Works and to inform Licensor

promptly of any known violation, infringement or breach.

2.5 Rights in Licensee Products and Derivative Products. The Derivative

Works, the Licensee Products and any enhancements or improvements created by

Licensee by embedding Licensor's intellectual property rights in such Products

shall constitute the sole and exclusive property of Licensee.

2.6 Documentation. Licensee shall be responsible for preparing end-user

documentation for Licensee Products that incorporate the Licensed Software

and/or Derivative Works. For such purpose, Licensor hereby grants to Licensee a

non-exclusive, non transferable license (except as provided in Section 11.1) to

modify and create derivative works of those portions of the Licensor

Documentation that are not labeled "Licensor Confidential," proprietary or by a

similar term and are designated by Licensor as usable for such purpose.

Appropriate credits shall be given to Licensor in such documentation.

Licensor agrees that during the term of this Agreement it shall make

available for review by Licensee and Licensee's designated representatives,

subject to appropriate confidentiality agreements, if any reasonably required by

Licensor, copies of all Licensor Documentation, Source Materials and Source

Code.

2.7 Proprietary Notices. Licensee agrees that each copy of the Licensed

Software, Derivative Works and Documentation, and all packaging-related medium

used for their distribution, shall include reproductions of the copyright

notices and other proprietary legends of Licensor, in computer Object Code

format or otherwise, which accompany such items. Licensee shall not remove,

efface or obscure any copyright notices or other proprietary notices or legends

from any Licensor materials provided hereunder.

2.8 Ownership; Derivative Works. Licensor shall retain all right, title

and interest, including all intellectual property rights, in and to the Licensed

Software and Licensor

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Documentation. The Licensee shall own all Derivative Works created solely by the

Licensee to the extent that such ownership by Licensee of the Derivative Works

shall not effect, abridge, encumber, diminish, or otherwise impair the

intellectual and any other property rights of Licensor in and to the Licensed

Software.

2.9 Upgrades and Enhancements to Source Code. If Licensee elects to

obtain upgrades and enhancements to the Source Code, Licensor shall promptly

provide Licensee with any upgrades, modifications, revisions or enhancements to

the Source Code (the "Upgrade Services"). In such event, Licensee shall pay

Licensor an annual upgrade fee equal to $15,000, payable 90 days after execution

of this Agreement (the "Upgrade Fee"), and on each anniversary date of such

ninetieth day thereafter. The $15,000 Upgrade Fee is the total annual fee for

Upgrades hereunder and under the MeterFlow Agreement. The Upgrade Services, and

Licensee's obligation to pay the Upgrade Fee, may be discontinued by Licensee at

any time by written notice to Licensor.

3. LICENSE FEES AND ROYALTIES

As consideration for the licenses granted by Licensor to Licensee

pursuant to Section 2 above, Licensee agrees to pay license fees and royalties

to Licensor pursuant to the payment plan set forth on Schedule D attached to

this Agreement.

4. [INTENTIONALLY DELETED]

5. WARRANTIES, MAINTENANCE AND UPGRADES

5.1 Ownership Warranty. Licensor warrants that it is the owner of the

Licensed Software and the Licensor Documentation and that it has the right to

grant the licenses described in Section 2 above.

5.2 Limited Warranty. Licensor warrants that for a period of one year

following delivery to Licensee, the Licensed Software ("Initial Warranty

Period") will perform substantially in accordance with the specifications set

forth on Schedule A. Licensor does not warrant that the Licensed Software will

be error-free or will operate without interruption. Licensee's exclusive remedy

for breach of the warranty contained in this Section 5.2 shall be to notify

Licensor of the problem in which event Licensor shall use all reasonable efforts

to correct such problem. If Licensor, after reasonable efforts, is unable to

remedy any material failure of the Licensed Software to perform in accordance

with these specifications, Licensee may terminate this Agreement and shall have

no further obligations hereunder. Licensor makes no warranty with respect to the

Derivative Works.

5.3 Maintenance. Licensor shall provide Licensee with maintenance for

the Licensed Software in accordance with the terms of Schedule E attached to

this Agreement (the "Maintenance Services"). The fee for the Maintenance

Services shall be $15,000 per year, with the initial fee due and payable upon

expiration of the Initial Warranty Period set forth in Section 5.2 and covering

the period ending one year after expiration of the Initial Warranty Period.

Thereafter, the Licensee may, but shall not be obligated to, continue the

Maintenance Services, in its discretion, by payment of a $15,000 Maintenance Fee

for each year thereafter. The $15,000 Maintenance Fee is the total annual

Maintenance Fee hereunder and under the MeterFlow Agreement.

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5.4 End User Support. Licensee shall, at its own expense, be solely

responsible for providing technical support and training to its customers for

Licensee Products. Licensee shall be solely responsible for, and Licensor shall

have no obligation to honor, any warranties that Licensee provides to its

customers with respect to the Licensed Software. Licensee shall defend any claim

against Licensor arising in connection with any such warranties to Licensee's

customers, express, implied, statutory, or otherwise, and shall pay any

settlements or damages awarded to Licensor that are based on any such warranty

5.5 Product Functionality. Licensor warrants that for a period of one

(1) year from the receipt of the Licensed Software (as defined in Schedule A),

the Source Code version will contain no Non-Conformances. During the Initial

Warranty Period, if Licensee notifies Licensor of a Non-Conformance, Licensor,

at its own expense, shall bring the Source Code version into substantial

conformance with the appropriate RFC's as outlined in Schedule G of this

Agreement. As set forth in Section 5.3, above, Licensor will support the

Licensed Software in conjunction with the support and maintenance services set

forth in Schedule E provided that the Licensee pays for such services after

expiration of the Initial Warranty Period as outlined in Schedule E and Section

5.3 above.

5.6 Licensor Warranty Disclaimer. EXCEPT AS SET FORTH IN THIS SECTION

5, LICENSOR HEREBY DISCLAIMS ALL WARRANTIES TO LICENSEE OR ITS CUSTOMERS,

EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE LICENSED SOFTWARE

OR DERIVATIVE WORKS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE EXPRESS LIMITED

WARRANTY STATED ABOVE IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR

FOR DAMAGES INCLUDING, BUT NOT LIMITED TO, INCIDENTAL OR CONSEQUENTIAL DAMAGES

OCCURRING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE LICENSED

SOFTWARE, DOCUMENTATION, SOURCE CODE, SOURCE MATERIALS OR DERIVATIVE WORKS.

6. TRADEMARKS

Licensee acknowledges that, any symbols, trademarks and service marks

adopted by Licensor to identify the Licensed Software ("Trademarks") belong to

Licensor and that Licensee shall have no rights in such Trademarks except as

expressly set forth herein. All Licensee documentation, associated brochures,

packaging and advertising shall display the MeterWorks Enabled logo. Such

Trademarks shall be used in accordance with Licensor's guidelines for use of the

Trademarks issued from time to time. Samples of all materials that may be

distributed by Licensee displaying the Trademarks shall be submitted to Licensor

upon Licensor's reasonable request to verify compliance with Licensor's

guidelines for use of the Trademarks, and the Trademarks shall be used only in a

form so approved by Licensor. Any good will arising out of the use of Licensor's

Trademarks hereunder shall inure to the benefit of Licensor. At no time will

Licensee challenge or assist others to challenge Licensor's MeterWorks to

identify the Licensed Software or the registration thereof or attempt to

register any trademarks, marks or trade names confusingly similar to those

Trademarks.

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7. INTELLECTUAL PROPERTY INDEMNITY

7.1 Indemnity. Licensor shall defend Licensee against any claim that

the Licensed Software used within the scope of this Agreement infringes a United

States copyright or trade secret under applicable state or federal law and shall

pay any settlements entered into or damages awarded against Licensee to the

extent based on such a claim, provided that (i) Licensee notifies Licensor

promptly in writing of the claim; (ii) Licensor has sole control of the defense

and all related settlement negotiations; (iii) Licensee provides Licensor with

all necessary assistance, information, and authority to perform the above;

provided that if in providing such assistance, Licensee is obligated to provide

personnel to spend time beyond that normally expected with respect to minor,

routine inquiries, Licensee shall not be obligated to provide such assistance

unless its personnel are compensated at the fully burdened cost of their

employment plus reimbursement for all associated out-of-pocket expenses, with

respect to all time spent in assisting Licensor with respect to the foregoing.

If Licensor fulfills its defense obligations hereunder, Licensee shall defer to

Licensor's forum selection for any such infringement actions.

7.2 Exclusions. Licensor shall have no liability for any claim of

infringement based on (i) use of other than the latest release of the Licensed

Software if the infringement would have been avoided by use of the latest

release; (ii) modification of the Licensed Software by Licensee, including any

Derivative Works, if the infringement would have been avoided without such

modification; or (iii) the combination or use of the Licensed Software furnished

hereunder with materials not furnished by Licensor if such infringement would

have been avoided by use of the Licensor materials alone; (iv)willful

infringement by Licensee; or (v) use of symbols, trademarks or service marks

other than as required by Licensor. To the extent that Licensee fails to

mitigate damages and expenses, Licensor shall have no liability for those

additional damages and expenses.

7.3 Alternatives. In the event the Licensed Software is held to, or

Licensor believes is likely to be held to, infringe a United States copyright or

United States trade secret Licensor shall have the right at its sole option and

expense to (i) substitute or modify the Licensed Software so that it is

noninfringing; or (ii) obtain for Licensee a license to continue using the

Licensed Software.

7.4 Sole Obligation. The foregoing states the sole obligation and

exclus