SETTLEMENT AND LICENSE AGREEMENT

SETTLEMENT AND LICENSE AGREEMENT

This SETTLEMENT AND LICENSE AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2009 (the “Effective Date”) by and between starpay.com, l.l.c., an Oklahoma limited liability company, VIMACHINE, Inc., a Delaware corporation, The Beard Company, an Oklahoma corporation, Marc Messner, an individual, Kirit Talati, an individual, and MEDICALMAP-EMR, LLC, (“MEDICALMAP”), a Texas Company, on the one hand, and Visa International Service Association, a Delaware corporation with offices in Foster City, California, and Visa U.S.A. Inc., a corporation organized under the laws of Delaware and having offices in San Francisco and Foster City, California, on the other hand.

RECITALS

WHEREAS, starpay.com, l.l.c. and VIMACHINE, Inc. filed a lawsuit against Visa U.S.A. Inc. and Visa International Service Association in the United States District Court for the Northern District of Texas on May 8, 2003, Case No. CIV:3-03CV0976-L, alleging patent infringement and trade secret misappropriation, in which Visa U.S.A. Inc. and Visa International Service Association filed counterclaims (the “Action”);

WHEREAS, while expressly denying and disclaiming wrongdoing or liability of any kind whatsoever, the parties agree to enter into this Agreement in order to avoid further expense, inconvenience, and the distraction of litigation and to put to rest certain claims among the parties hereto, as set forth below;

NOW, THEREFORE, for and in consideration of the covenants, conditions and undertakings hereinafter set forth, it is hereby agreed by and between the parties as follows:

AGREEMENT

1.1       “Licensed Patents” means (i) U.S. Patent No. 5,903,878 (ii) any U.S. or foreign patents or patent applications claiming the benefit of a filing date from U.S. Patent No. 5,903,878 or the application therefor, (iii) all divisional, continuation, continuation-in-part, re-issue, reexamination, CPA and RCE applications and patents based on any of the patents or patent applications recited in clauses (i) or (ii), and (iv) any other U.S. or foreign patents or U.S. or foreign applications (a) that are now owned (in full or partially) by Licensing Entities (b) that are exclusively licensed to Licensing Entities, or (c) with respect to which Licensing Entities have the right to grant licenses or covenants not to sue. “Licensed Patents” under this paragraph do not include (i) U.S. Patent No. 6,370,514 issued April 9, 2002 to Mr. Messner, which is subject to a pre-existing exclusive license to Universal Certificate Group, LLC d/b/a giveanything.com, and (ii) U.S. Patent No. 5,231,797 issued October 15, 1993 for treating moisture laden coal.

1.2       “Covenant Patents” means U.S. Patents Nos. 5,999,942; 5,915,115; 5,873,094; and 5,677,997.

1.3       “Licensing Entities” means starpay.com, l.l.c.; VIMACHINE, Inc.; The Beard Company; Marc Messner; and any Successor-in-Interest to any of them.

1.4       “Successor-in-Interest” means any successor or assign with respect to the Licensed Patents or the Covenant Patents. Unless stated otherwise, the covenants made herein are intended to “run with” the Licensed Patents and Covenant Patents and to bind any party in a position to enforce them, and Licensing Entities, Kirit Talati, MEDICALMAP, and any of their Successors-in-Interest shall disclose this Agreement in connection with any proposed transaction resulting in the creation of a new Successor-in-Interest, and shall obtain consent in writing to the terms hereof prior to any such transaction.

1.5       “Visa” means Visa U.S.A. Inc., Visa International Service Association, Visa Europe Services Inc., and Visa Inc., together with their subsidiaries, successors, officers, directors, employees, representatives, and attorneys.

1.6       “Visa Related Entities” means any past, current or future entity making, using, offering to sell, selling, importing, licensing, advertising, processing, facilitating, participating in the research and development of or commercializing any Licensed Activity. Visa Related Entities include Visa’s clients, issuers, end-users, member banks (and member banks’ agents and processors), acquirers, partners, merchants, vendors, service providers, licensees, and manufacturing or technology partners, but only with respect to such entities’ conduct in relation to any Licensed Activity. With respect to Visa member banks, Visa Related Entities also include parents, subsidiaries, successors, officers, directors, employees, representatives, attorneys, and any entity that directly or indirectly controls, is controlled by, or is under common control with a Visa Related Entity, whether through the ownership of securities, as a result of contract, or otherwise (it being understood that the ownership of securities or other instruments representing 50% or more of the outstanding voting power of a particular entity, or the right to appoint 50% or more of the directors of the entity, shall conclusively constitute control for the purpose of this definition).

1.7       “Licensed Activity” means any past, present, or future (1) activity, product, technology, specification, service, good and/or software by or from Visa, (2) 3-D Secure-related activity, product, technology, specification, service, good and/or software by or from any person or entity, or (3) any payer authentication-related activity, product, technology, specification, service, good and/or software by or from any person or entity, where licensed by or offered in connection with Visa.

1.8       “Person” means an individual, trust, corporation, partnership, joint venture, limited liability company, association, unincorporated organization or other legal or governmental entity.

Provided that Visa U.S.A. Inc. has made the payments required by paragraph 3.1 and 3.2 hereof, the following licenses are hereby granted.

2.1       Licensing Entities hereby grant to Visa and to all Visa Related Entities a non-exclusive, perpetual, irrevocable, worldwide license to any and all Licensed Patents for any Licensed Activity. This license includes the right to practice, design, make, have made, operate, use, sell, offer for sale, import, promote, or otherwise distribute the technology disclosed in any Licensed Patent in connection with any Licensed Activity.

2.2       Licensing Entities, Kirit Talati, and MEDICALMAP warrant that they know of no patents other than the Licensed Patents and the Covenant Patents as to which any of them have any ownership interest and that may cover any Licensed Activity.

2.3       Visa has unfettered right to sublicense only U.S. Pat. No. 5,903,878. Visa may not sublicense any other patents affected by the license granted hereunder.

3.1        Payment Amount . Within five (5) business days from the Effective Date, Visa U.S.A. Inc. shall pay to Licensing Entities, via electronic funds transfer, a one-time settlement payment amount of two million seven hundred and fifty thousand dollars United States dollars ($2,750,000).

3.2        Payment Amount. Within five (5) business days from the Effective Date, Visa U.S.A., Inc. shall pay to MEDICALMAP, via electronic funds transfer, a one-time payment of five hundred thousand dollars United States dollars ($500,000) as consideration for the covenants not to sue set forth herein.

3.3        Means of Payment . The settlement payments specified in paragraphs 2.1 and 3.2, above, shall be made in United States Dollars and shall be made by electronic funds transfers. Settlement payments to Licensing Entities and MEDICAL MAP shall be made to the following accounts:

3.4       Licensing Entities, Kirit Talati, and MEDICALMAP hereby acknowledge and agree that payments made by Visa U.S.A. Inc. of the settlement amounts in the means specified by these paragraphs 3.1, 3.2, and 3.3 shall be a full and complete compliance with the payment obligations hereunder.

3.5        Taxes. Visa U.S.A. Inc. shall make all payments due hereunder in United States currency clear of and without deduction or deferment for any demand, set-off, counterclaim or other dispute. Each party shall be separately and individually responsible for the tax consequences to it of this transaction.

4.1        Dismissal. Within five (5) business days of the receipt of payment set forth in paragraphs 3.1 and 3.2 herein, starpay.com, l.l.c. and VIMACHINE, Inc. shall cause to be filed in the Northern District of Texas, Case No. CIV:3-03CV0976-L, a fully executed stipulated order of dismissal with prejudice in the form attached hereto as Exhibit A .

4.2        Visa Release to Licensing Entities . Visa U.S.A. Inc. and Visa International Service Association irrevocably release, acquit and forever discharge Licensing Entities from any and all claims or liabilities of any kind and nature, at law, in equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, relating in any way to the Action, and/ or U.S. Patent No. 5,903,878.

4.3        Licensing Entities Release . Licensing Entities irrevocably release, acquit and forever discharge Visa and all Visa Related Entities from any and all claims or liabilities of any kind and nature, at law, in equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, relating to any Licensed Activity.

4.4.       Visa Release to Dr. Talati .     Visa U.S.A. Inc. and Visa International Service Association irrevocably release, acquit and forever discharge Dr. Talati from any and all claims or liabilities existing as of the Effective Date, of any kind and nature, at law, in equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, including but not limited to all claims relating in any way to the Action, and/or U.S. Patent Nos. 5,903,878; 5,999,942; 5,915,115; 5,873,094; and 5,677,997, as well as U.S. Patent Application No. 11/215,647 .

4.5        Dr. Talati Release . Dr. Talati irrevocably releases, acquits and forever discharges Visa from any and all claims or liabilities existing as of the Effective Date, of any kind and nature, at law, in equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, relating to any Licensed Activity.

4.6        Licensing Entities Covenant Not To Sue . Licensing Entities agree that, for a period of five (5) years from the Effective Date of this Agreement, they will not bring, cause to be brought, or assist another in pursuing any claim or action against Visa or any Visa Related

Entities relating to any intellectual property issues or claims that may now exist or hereafter arise.

4.7        MEDICALMAP Covenant Not to Sue .  MEDICALMAP agrees that it will not bring, cause to be brought or assist another in pursuing any claim or action against Visa or any Visa Related Party for Visa’s internal use of the Covenant Patents.  Internal use includes: (a) any use for any internal development, communications or dealings within Visa; (b) any use by Visa to enable Visa to provide products or services to or on behalf of its clients related to the Visa Network; or (c) any use by a Visa Related Party to provide products or services to a client of Visa on behalf of Visa related to the Visa Network.  For the avoidance of doubt, MEDICALMAP, is not granting Visa or the Visa Related Parties a license to the Covenant Patents pursuant to this Section 4.7.  For further avoidance of doubt, with regard to any Visa Related Party, this Covenant Not to Sue is limited only to Visa’s use of the Covenant Patents as set forth in (a), (b), and (c) above, and does not extend to any other party or uses. MEDICALMAP will reasonably cooperate to allow Visa to record the terms of this Covenant not to Sue with the United States Patent and Trademark Office and any other applicable foreign patent offices.

“Visa Related Party” means Visa’s issuers, member banks (and member banks’ agents and processors), acquirers, partners, merchants, vendors, and service providers but only with respect to such entities’ conduct as set forth in (c), above.

“Visa Network” means any communication or transaction network owned or operated by Visa, or used in connection with Visa products or services, which network is related to Visa payment products, financial transactions, or financial information, or the processing in connection therewith.

4.7.a.    Kirit Talati Covenant Not to Sue Against Visa .  Kirit Talati agrees that, for a period of five (5) years from the Effective Date of this Agreement, he will not bring any claim or action against Visa based on any intellectual property issues or claims that may exist or hereafter arise. Such covenant not to sue is personal to Kirit Talati, does not transfer to any successor, and does not run to any employer of Kirit Talati or to any future owner of any patent or other intellectual property on which Kirit Talati is an inventor and/or creator. For the avoidance of doubt, Kirit Talati is not granting Visa a license to any intellectual property pursuant to this Section 4.7.a. 

4.7.b.    Kirit Talati Covenant Not to Sue Against Visa Related Parties .  Kirit Talati agrees that, for a period of five (5) years from the Effective Date of this Agreement, he will not bring any claim or action against any Visa Related Party (as that term is defined in section 4.7) for Visa’s internal use of any intellectual property.  Internal use includes: (a) any use for any