VCG, INC. VCG LICENSE & SUPPORT AGREEMENT

VCG LICENSE & SUPPORT AGREEMENT

This VCG License & Support Agreement (“ Agreement ”) is made as of the 29 ^th day of September , 2005 (“ Effective Date ”) by and between VCG, Inc. (“ VCG ”), a Georgia corporation with its principal place of business at 1805 Old Alabama Road, Suite 250, Roswell, GA 30076, and Ablest Inc. (“ Licensee ”), a Florida corporation with its principal place of business at 1901 Ulmerton Road.-Suite 300, Clearwater, FL 33762, and is governed by the terms and conditions below, which Licensee has read, understood, and accepted. In consideration for the mutual covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set forth herein.

1. DEFINITIONS Headings are for convenience only and do not define or limit the scope of any provision hereof. Any term with an initial capitalized letter shall have the meaning ascribed to it herein; “includes” and “including” shall mean “includes/ing without limitation;” and the following terms shall have the meanings stated:

1.1 Active User . A Licensee employee individually licensed to use the System, identified by name, unique Authorized Personnel ID (“ APID ”), and unique password.

1.2 Documentation . VCG’s instructions on Software use in electronic form.

1.3 Environment . Licensee’s computer and technical environment, configuration for Software use and operation, and Third Party Software that meet VCG’s recommended requirements for System operation.

1.4 Sites . Licensee’s locations where the Software is installed, as specified in the System Order:

a. Server Sites . The authorized locations of Licensee’s servers.

b. User Sites . The authorized locations of Licensee’s personal computers, wireless or other remote devices, or any other equipment able to access Licensee’s servers.

1.5 Software . The licensed Version and configuration of the computer software and other programs proprietary to and supported by VCG specified in the applicable System Order.

1.6 System . Collectively, Software, Documentation, and Enhancements, and Updates where applicable, and all copies thereof.

1.7 System Key . VCG’s electronic code, password, or device provided to allow Licensee to install the number of Server and Active User Licenses granted in the applicable System Order.

1.8 System Order . An order for the Software and Documentation substantially in the form of Exhibit A .

1.9 Taxing Entities . Specific governmental taxing authorities for which VCG provides software calculation of taxes.

1.10 Third Party Software . Computer application and other programs proprietary to VCG’s licensors specified in the System Order.

1.11 Version . The Software configuration with a whole-number convention (e.g., 1.X, 2.X). The then-current Version contains all Enhancements, and Updates where applicable, (as defined in Exhibit B.3 ).

2. GRANT OF RIGHTS

2.1 License Grant . Subject to the terms of this Agreement, VCG grants to Licensee a nonassignable, nontransferable, and nonexclusive limited license to use the Software in object code form and related Documentation solely for Licensee’s internal use in processing data and files. Such use shall be only at the Licensee Sites in the US, and for the number of Active Users, specified in the applicable System Order for which Licensee has paid the corresponding License Fee. Licensee shall install and use the Software only at Server and User Sites specified in the applicable System Order. Licensee must obtain VCG’s prior written consent to move the Software to a different Site. At no time shall any APID be assigned to a different, or used by more than one, individual, nor shall Licensee’s use of the System exceed the number of Active Users specified in the applicable System Order without payment to VCG of the then-current fees for any such additional uses. VCG reserves the right to audit Licensee’s System at any time to verify compliance with this Agreement.

2.2 Right to Copy . Licensee may make server and desk top copies of the Software in object code solely as needed for archival and backup purposes, provided that Licensee reproduces and affixes to all full or partial copies thereof all copyright, trademark, and other proprietary legends placed on or embedded in the original copy. Licensee shall maintain a log of the number and location of all originals and copies of the Software, shall notify VCG if any of the copies are kept in any location other than a Site, and shall submit a copy of said log to VCG on request by VCG.

2.3 Environment . Licensee shall be solely responsible for: (a) providing and maintaining the Environment, (b) assigning qualified technical personnel to operate the Software, and (c) making an Internet connection available for VCG’s use in providing Support.

2.4 Upgrades and Additional Modules . From time to time VCG may prepare and offer for license to licensed users under then-current Support provisions substantial new Software features or functionality (“ Upgrades ”), and/or separate and distinct functional units of Software (“ Additional Modules ”). Upgrades and Additional Modules shall be deemed to be new items of Software, and are subject to Licensee’s prior written acceptance of VCG’s then-current terms and conditions and payment of VCG’s then-current applicable additional License and Support Fees.

2.5 Support . In consideration of Licensee’s payment of the first annual Support Fee, VCG shall provide Licensee Support as described in Exhibit B for the System during the Initial Term (as defined therein) in accordance with VCG’s then-current Support Policy. To request Support hereunder, Licensee shall designate two (2) personnel with sufficient technical expertise to operate the System to be liaisons between Licensee and VCG.

2.6 Other Services . Licensee may request VCG to provide System installation, implementation, customization, consulting, and training services under VCG’s then-current Services Agreement. Fees for all such other services shall be at VCG’s then-current rates.

2.7 Independent Contractors; Warranty . The parties’ relationship shall be independent contractors, and nothing herein shall make either party the agent of the other for any purpose whatsoever. Neither party shall bind or attempt to bind the other to any agreement or performance of any obligation. Licensee represents and warrants to VCG that it shall defend, indemnify, and hold harmless VCG from and against any and all claims of discrimination or discriminatory practices based on or arising from use of the System or any portion thereof.

2.8 Third Party Software License Grant . Use of third party software is restricted to use with the VCG Software per the terms of this Agreement. Said third party software vendors are third party beneficiaries of this Agreement only as it relates to the third party software of that vendor.

3. PAYMENT TERMS

3.1 Fees; Expenses . The fees for the license of the Systems granted hereunder (“ License Fees ”) and for the Initial Term of Support (“ Support Fee ”) are stated in the applicable System Order, and shall be paid in accordance with the terms outlined in the System Order. Licensee shall reimburse VCG for all reasonable out-of-pocket (including travel and living) expenses (“ Expenses ”) incurred by VCG in performing its obligations hereunder.

3.2 Taxes and Other Charges . All amounts do not include, and Licensee agrees to pay, any additional sums for all taxes, duties, and other assessments, however designated or levied, (exclusive of taxes based on VCG’s net income) for or related to this Agreement, whether directly to the appropriate authority or indirectly through VCG in compliance with applicable law. Licensee agrees to defend, indemnify, and hold harmless VCG from and against all claims, actions, judgments, liabilities, and expenses (including penalties and interest levied) arising from or related to Licensee’s failure to comply with this Section 3.2 .

3.3 Late Payments . Time is of the essence for all payment terms. Any amounts not paid when due shall bear interest at the rate of eighteen percent (18%) per annum, or the maximum legal rate if less, commencing with the payment due date. VCG may withhold performance until such sum and interest are paid. Licensee shall reimburse VCG for all costs of collection, including reasonable attorneys’ fees.

4. LIMITED WARRANTY For a period of ninety (90) days from delivery of the System to Licensee, but in any event commencing no later than thirty (30) days after the Effective Date, VCG warrants to Licensee that the Software will perform substantially in accordance with the Documentation. Licensee acknowledges that the System may not satisfy all of Licensee’s requirements, and that this limited warranty is conditioned upon Licensee’s installation of all Enhancements, and Updates where applicable, which may be provided under Support; and is expressly subject to the exclusions specified in Exhibit B.4 .

5. DISCLAIMERS; LIABILITY LIMITATIONS

5.1 Disclaimer of Warranties . Third Party Software provided by VCG is provided “AS IS” and VCG makes no express or implied warranties regarding same. The limited warranty set forth in Section 4 is made for the benefit of Licensee only, and VCG makes no (and hereby disclaims all) other warranties, representations or conditions, whether written or oral, or express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, noninfringement, timely tax compliance, title, system integration, data accuracy, or quiet enjoyment (all of which are hereby expressly disclaimed) with respect to the use, misuse, or inability to use the System (or any copy or components thereof) or any other products or services provided by VCG, or their quality or reliability, or otherwise arising under this Agreement. VCG does not warrant that all Errors can be corrected, or that operation of the System shall be uninterrupted or Error-free.

5.2 Exclusive Remedy . Licensee’s sole and exclusive remedy for any material nonconformity with the limited warranty specified in Section 4 shall be for VCG to use commercially reasonable efforts to, in VCG’s sole discretion, either correct such nonconformity or replace the nonconforming portion, provided VCG has received Licensee’s notice during the applicable warranty period and VCG can duplicate such nonconformity.

5.3 Limitation of Liability . VCG’s total liability hereunder shall be in the aggregate and limited to recovery of actual direct damages not in excess of the total License Fees actually paid to VCG by Licensee for the nonconforming System, reduced by any amount due VCG by Licensee. I n no event shall VCG or any VCG parent, subsidiary, or affiliate, or any of their officers, directors, employees or representatives, be liable to any third party for damages of any kind or nature or in any manner whatsoever, regardless of the cause of action; or to Licensee for any special, indirect, incidental, or consequential damages, loss of profits or goodwill, or tax liability resulting from the use, misuse, or inability to use the System, Support, or any other products or services, even if VCG has been notified of the likelihood thereof.

5.4 Survival . The parties agree that the limitations provided in this Section 5 shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy.

6. INTELLECTUAL PROPERTY (“IP”); CONFIDENTIALITY

6.1 Definitions . Proprietary Information means, collectively and without regard to form, any third party information which either party has agreed to treat as confidential and Trade Secrets and Confidential Information, defined as follows: (a) Trade Secrets means any information that (i) derives actual or potential economic value from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. For the purposes of this Agreement with respect to VCG, Trade Secrets includes the System and derivative works; and (b) Confidential Information is non-public proprietary information other than Trade Secrets of value to its owner, and any data or information defined herein as a Trade Secret but which is determined by a court of competent jurisdiction not to rise to the level of a trade secret under applicable law.

6.2 Ownership . All right, title, and interest in the System, and all information and materials related to the System and VCG’s business, regardless of form, including all trademarks, service marks, trade names, logos, and symbols used to denote VCG’s products and services ( " Marks ”), copyrights, patents, Proprietary Information, and other intellectual property rights pertaining thereto, and all modifications, derivative works, and copies thereof (collectively “ VCG IP ”) are and shall remain vested in VCG. The System is unpublished and constitutes VCG’s copyrights, Trade Secrets, and other proprietary rights. Licensee does not claim any ownership or other proprietary rights in or to any VCG IP.

6.3 Protection of VCG IP . Licensee shall not itself or permit any other party to:

a. Disassemble, decompile,