LICENSE AGREEMENT

This LICENSE AGREEMENT (the “ Agreement ”), is effective the 3rd day of June, 2005 (the “ Closing Date ”) by and among Firstwave Technologies, Inc., a Georgia, U.S. corporation (“ Firstwave ”) and Firstwave Technologies UK Ltd, its wholly owned subsidiary, whose current registered office is at The Pavilion, 1 Atwell Place, Thames Ditton, Surrey, KT7 0NF (“ Licensee ”) and AllAboutTickets, LLC, a Georgia corporation (the “Buyer”). Firstwave, Licensee and Buyer are sometimes individually referred to herein as the “ Party ” and collectively referred to as the “ Parties .”

Firstwave is engaged principally in the business of developing, marketing and distributing software and providing related products and services, including installation, support and maintenance services and marketing and distributing software and other products of third parties. Firstwave has developed and owns the intellectual property rights, including, without limitation, all worldwide copyrights, trademarks, patents, trade secrets and other intellectual property rights (the “ Intellectual Property Rights ” or “ IPR ”) in the customer relationship management software (the “Firstwave Software” as defined in Section 1.1 below) that Firstwave markets, promotes, licenses, distributes and supports worldwide, directly and indirectly, utilizing its sales and technical support force and that of its subsidiary, Firstwave Technologies UK Ltd and third parties. AllAboutTickets, LLC (the “Buyer”), is a newly formed Georgia limited liability company that is acquiring all of the capital stock of Licensee through a Stock Purchase Agreement and related agreements (collectively, the “ Transaction Documents ”). In connection with such acquisition, Buyer and Licensee desire that Licensee (which will be Buyer’s wholly owned subsidiary after the “Closing Date” (as defined herein and in the Transaction Documents)), obtain certain license rights to Firstwave Software for Licensee’s use in the Sports Industry in connection with the operation of Licensee’s business. The Parties, including the Buyer, acknowledge and agree that certain of the rights being granted herein to Licensee have been exercised by Licensee prior to the Closing Date of this Agreement. Notwithstanding the foregoing, all Parties, including the Buyer, desire to clearly state Licensee’s rights and obligations with respect to its use of the Firstwave Software during the period before the Closing Date of this and after the Closing Date until this Agreement is terminated. For purposes hereof, the “ Sports Industry ” shall mean those competitive sports organizations identified as national governing bodies, leagues, collegiate athletics, professional teams and sports promoters, and the ticketing, promotional and marketing activities related directly thereto, for whom Firstwave has tailored its existing customer relationship software solution; and the “ Non-Sports Industry ” shall mean all other verticals, excluding the Sports Industry.

Licensee desires, in connection with its business operations, to license, and Firstwave desires to grant to Licensee, certain IPR in the Firstwave Software developed, owned and distributed by Firstwave in consideration of the covenants and agreements contained herein.

NOW, THEREFORE , in consideration of the mutual representations, warranties, covenants, and agreements of the Parties hereinafter set forth, the Parties hereto, intending to be legally bound, do hereby agree as follows:

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Section 1.1 Grant of License . Subject to the terms and conditions hereof and those stated in the Transaction Documents (including, without limitation, Licensee’s obligations to pay to Firstwave the “Royalty Fees” stated herein and the “Purchase Price” as defined in the Stock Purchase Agreement), from the Closing Date of this Agreement until this Agreement may be terminated as stated herein, Firstwave hereby grants to Licensee (i) a non-exclusive, non-transferable, non-assignable, limited, worldwide (subject to “Firstwave’s Protected Entities” as defined in Section 1.3 below) and revocable license to use, modify, recompile, reproduce, distribute and maintain the executable, object code version of certain portions of the “Firstwave Software” (defined below), and (ii) a non-exclusive, non-transferable, non-assignable, limited and revocable license to use, modify, recompile, maintain the “Source Code Materials” (as defined in Section 8.1 below) relating to the Firstwave Software for use only in the Sports Industry, subject to the non-compete agreement as provided in Section 1.4 below. The Parties acknowledge and agree that if Licensee and Buyer have not defaulted in any obligations hereunder or pursuant to the Transaction Documents and Licensee and Buyer have paid all fees due hereunder and as required by the Transaction Documents in full, the license rights granted to Licensee shall then become transferable, assignable, perpetual and royalty-free in the Sports Industry worldwide. After the Closing Date and during the period that Licensee is obligated to deliver Source Code Materials for escrow purposes (as provided in Section 8 below), the Parties may offer each to the other the opportunity for the other Party to receive a copy of any bug fixes, corrections and/or enhancements to the Firstwave Software for a fee agreeable to the Parties. In the event the Parties agree to such exchange, the manner and transfer of such information and fees shall be agreed upon by the Parties.

For purposes hereof and the license granted by Firstwave to Licensee, the “ Firstwave Software ” includes, in the form as the following modules existed on the Closing Date for use by Licensee only in the Sports Industry:

   ·      IDE Toolset & Architecture (Panther)

In addition to the Firstwave Software described above, the documentation licensed to Licensee herein includes the documentation currently existing for the Firstwave Software which includes the following (and for purposes hereof will be included in the term “Firstwave Software”):

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customary in the industry limiting their use of these materials to their internal support of the Firstwave Software and must agree in writing to treat such materials as confidential).

For clarity, Licensee shall have the right to deliver the Source Code and Source Code Material to an escrow agent when requested by a customer of Licensee; provided a reasonable, customary escrow agreement is executed.

Section 1.2 Trademark License . In addition to the foregoing, Firstwave acknowledges, agrees and hereby grants to Licensee a limited, non-transferable, non-assignable, revocable right to: (i) use Firstwave’s trade name “Firswave”, product names and trademarks (collectively, the “Trademarks”) in connection with the marketing and distribution of the Firstwave Software through the period ending twelve (12) months after the Closing Date (each such twelve month period, a “ Contract Year ”). The intent of this right to use Firstwave’s Trademarks is to provide a transition period for Licensee to establish its products and services in the Sports Industry and to subsequently rename such products and services. During this initial twelve-month period, Licensee undertakes to faithfully reproduce all such Trademarks as may appear on or with the products offered by Licensee. Licensee shall not tamper with or modify any of the Trademarks and may employ the Trademarks in accordance with Firstwave’s reasonable and customary trademark policies which Firstwave shall make available to Licensee. Licensee shall not use the Trademarks in any manner likely to confuse, mislead or deceive the public, or be injurious to the best interests of Firstwave. Any rights granted by Firstwave pursuant to this Agreement shall be terminable at any time if Licensee fails to use the Trademarks in accordance with the terms herein or of any reasonable, written instructions from Firstwave and shall terminate immediately upon the termination of this Agreement. At the expiration of the first Contract Year, Licensee will have ceased all use of Firstwave’s Trademarks and will, from that date forward, market, promote, reproduce and distribute the Firstwave Software under its own trademarks and labels, which will be created in a form and manner that is not likely to confuse, mislead or deceive the public, or be injurious to the best interests of Firstwave. Licensee will advise Firstwave in writing of the trademarks and labels Licensee intends to use in connection with such Firstwave Software and will cooperate with Firstwave in the event Firstwave reasonably determines that a proposed trademark appears to be confusingly similar to any Trademark of Firstwave. Licensee presently intends to transition to the names and trademark “First Sports International”, and Firstwave consents to such name and mark and shall make no claim of ownership to such name and mark. Notwithstanding Firstwave’s consent to Licensee’s use of such name and mark, in the event there is actual confusion of such name and mark with any of Firstwave’s Trademarks, Licensee shall cease use of such name and mark within a reasonable period of time and select another name and mark acceptable to Firstwave that the Parties determine will not be confusingly similar to Firstwave Trademarks.

Section 1.3  Restrictions . Until License and Buyer have paid all amounts due to Firstwave hereunder and pursuant to the Transaction Documents, Licensee and Buyer shall not, license, sublicense, assign or transfer all, or a substantial portion of the rights and obligations granted to Licensee hereunder to any third party or other entity other than Licensee without Firstwave’s prior written consent. In the event Licensee makes such assignment or transfer and Firstwave does not agree to such assignment or transfer, then the remaining balance of the Royalty Fees due hereunder and under the Transaction Documents will be immediately due and such balance must be paid in its entirety prior to the Closing Date of such

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purposes hereof, the Prepaid Royalty and the Purchase Price are collectively referred to herein as the “ Royalty Fees ”, all of which are payable to Firstwave as described herein.

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Licensee or its distributors, resellers, OEMs and any and all third parties and identified as Professional Services or fees recognized as Professional Services but received in a form other than cash, including, without limitation, if allocated for “in kind” products or services, the fair market value of such “in kind” products or services valued at the time Licensee delivers its products or services; and

For purposes hereof, “ Revenue ” shall include all such License Fees, Professional Services and Maintenance Fees or the like, even if labeled otherwise. Licensee and Buyer hereby warrant that all Revenue as described in Sections 2.2(a), (b) and (c) above, regardless of where such amounts are deposited (whether in Licensee’s or Buyer’s or other entity’s account), shall for all purposes be included as Revenue hereunder.

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