PATENT LICENSE AGREEMENT

PATENT LICENSE AGREEMENT

This Patent License Agreement (the “ Agreement ”) is entered into as of August 31, 2005 (the “ Effective Date ”) by and between Timeline, Inc., a Washington corporation (“ Timeline ”), WorkWise Software, Inc, a Washington corporation (“ WorkWise ”) (Timeline and WorkWise together “ Licensor ”), and Global Software, Inc, a North Carolina corporation (“ Licensee ”).

Recital

Licensor and Licensee are parties to a certain Asset Purchase Agreement dated July 20, 2005 (the “ Asset Purchase Agreement ”), under which the parties agreed, among other things, upon the Second Closing (as defined therein), to enter into this Patent License Agreement.

Agreement

The parties hereby agree as follows:

1.  Definitions .

“Acquired Business” shall have the meaning set forth in the Asset Purchase Agreement.

“ Confidential Information ” shall mean all information or materials transferred by Licensor to Licensee pursuant to this Agreement which Licensor designates as confidential or which given the nature of the information or the circumstances surrounding disclosure ought to be deemed confidential. Notwithstanding the foregoing, Confidential Information shall not include any information that Licensee can show: (i) is at the time of disclosure or subsequently becomes publicly available without Licensee’s breach of any obligations owed the disclosing party; (ii) became known to Licensee prior to Licensor’s disclosure of such information to Licensee; (iii) became known to Licensee from a source other than Licensor other than by the breach of an obligation of confidentiality owed to Licensor; or (iv) is independently developed by the receiving party without reference to the Confidential Information.

“ Licensed Patent(s) ” shall mean the following patents:

“ Patent Rights ” means the Licensed Patents, as well as any continuations, divisionals, provisionals, continued prosecution applications, or reissues thereof, and any foreign counterpart of any of the foregoing.

“ Software ” shall mean the Timeline Analyst software product line (including Analyst Reporting, Analyst Budgeting and Analyst Consolidation products) and the WorkWise software product line (including WorkWise Business Alerts and WorkWise Data Agent Server products) together with any improvements and derivative products thereto and thereof.

2.  Grant of License . Licensor hereby grants Licensee a non-exclusive, non-assignable (except as provided in Section 12 below), non-transferable (except as provided in Section 12 below), fully paid, perpetual, worldwide license under Licensor’s Patent Rights to make, have made, use, import, offer to sell, sell and otherwise transfer the Software. Licensor further grants Licensee the right to sublicense the rights granted herein, subject to the terms of this Agreement. No such sublicense shall be broader in any respect at any time during the life of this Agreement than the license held at that time by Licensee.

3.  Reservations and Limitations . Licensee acknowledges and agrees that except for the licenses granted in Section 2 above, nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license under any of Licensor’s existing or future intellectual property rights. Licensor reserves all rights not granted to Licensee in Section 2. Without limiting the foregoing, Licensee acknowledges and agrees that the licenses granted herein are non-exclusive and, without limiting the provisions of the Asset Purchase Agreement, Licensor retains the right to license the Licensed Patents to third parties in any territory and for any purpose. Licensee agrees that, as a condition to the licenses granted herein, it will not contest anywhere in the world Licensor’s ownership of the Licensed Patents, nor will Licensee challenge the validity of Licensor’s rights in the Licensed Patents.

4.  Ownership of Modifications, Enhancements or Improvements of the Licensed Patent(s) . It is anticipated that Licensee and/or Licensor may develop modifications, enhancements or improvements to the Licensed Patent(s). If, and to the extent that, Licensee and/or Licensor invents, develops or otherwise creates any enhancement, modification, derivation, or other improvement to the Licensed Patent(s), ownership of such enhancement, modification, derivation or improvement shall remain and/or vest automatically in the party that invents, develops or otherwise creates the enhancement, modification, derivation or other improvement, subject in each case to Licensor’s rights in the underlying technology and the Licensed Patent(s). Licensee agrees to indemnify, defend and hold Licensor harmless from any claims arising out of Licensee’s use or modification of