Exhibit 10.1

SOFTWARE LICENSE AGREEMENT

THIS SOFTWARE LICENSE AGREEMENT (this “Agreement”), effective as of June 8, 2006 (the “Effective Date”) is made and entered into by and between Global Directory Solutions, LLC, a Delaware limited liability company (“Licensor”), and Scientigo, Inc., a Delaware corporation (“Licensee”).

The parties hereto agree as follows:

1.                  Definitions :        As used herein, except as expressly set forth herein otherwise, the following terms shall have the meaning set forth below:

1.1              “Programs” means the web-based logistics management software known as the FMS software, described in detail on Schedule A.  Notwithstanding anything else in this Agreement to the contrary, the Programs exclude any third party software modules which are separately licensed from third parties and used in conjunction with the licensed software and modules.

1.2              “Object Code” means the Programs assembled or compiled in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse assembly, reverse compiling, or reverse engineering.

1.3              “Source Code” means the Programs written in a form intelligible to a trained programmer and capable of being translated into Object Code for operation on computer equipment through assembly or compiling, and accompanied by documentation, including flow charts, schematics, statements of principles of operations, and architecture standards, describing the data flows, data structures, and control logic of the Programs in sufficient detail to enable a trained programmer through the study of such documentation to maintain and/or modify the Programs without undue experimentation.

1.4              “Derivative Work” shall have the meaning set forth in 17 U.S.C. § 101.  For purposes herein, a compilation that incorporates the Programs or Technical Materials shall constitute a Derivative Work of the Programs or Technical Materials.

1.5              “Technical Materials” means documentation that describes the function and use of the Programs in sufficient detail to permit its use, including technical specifications and end-user materials.

1.6              “Intellectual Property” means any or all of the following and all rights, arising out of or associated therewith:  (i) all United States, international and foreign  patents and applications therefore and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof; (ii) all inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology, technical data and customer lists, and all documentation relating to any of the foregoing throughout the world (iii) all copyrights,

copyright registrations and applications therefore, and all other rights corresponding thereto throughout the world; (iv) all industrial designs and any registrations and applications therefore throughout the world; (v) all URLs, domain names, trade names, logos, slogans, designs, common law trademarks and service marks, trademark and service mark registrations and applications therefore throughout the world; (vi) all databases and data collections and all rights therein throughout the world; (vii) all moral and economic rights of authors and inventors, however, denominated, throughout the world; and (viii) any similar or equivalent rights to any of the foregoing anywhere in the world.

1.7       “Combined Product” shall have the meaning described in Section 2.1 below.

2.          Grant of License .

2.1              Software .  Subject to Section 2.3 below, Licensor hereby grants to Licensee, and Licensee accepts a perpetual, irrevocable, worldwide, exclusive, transferable, sublicensable, royalty-free, fully paid license to:  (a)  reproduce; (b) distribute; (c) prepare Derivative Works of in any manner, including customizing for clients, updating, revising or modifying the Programs in any way, or combining with Licensee’s intellectual property and/or third party intellectual property into a single combined product which will subsume the Programs (the “Combined Product”); (d) publicly display; and (e) publicly perform the Programs, in Source Code or Object Code forms, including, but not limited to the right to (i) install, use, reproduce, maintain and support the Programs; (ii) host, reproduce, distribute, sublicense and make available to Licensee’s customers the Programs via remote communications media; (iii) to install and license access to and use of the Software to Customers and their affiliates, clients, and contractors within the United States, when marketed and resold as a Derivative Work or in a Combined Product; and (iv) authorize subcontractors to do any of the foregoing on behalf of Licensee.  Licensor also grants to Licensee, and Licensee accepts a perpetual, worldwide, exclusive transferable, sub licensable, royalty-free, fully paid license to reproduce, modify, display, distribute, and prepare Derivative Works of the Technical Materials for the purpose of installing, using, reproducing, maintaining, supporting, hosting, sublicensing, customizing and distributing the Programs and any Combined Products.

2.2              Intellectual Property .  Subject to Section 2.3 below, Licensor hereby grants to Licensee, and Licensee accepts a perpetual, irrevocable, worldwide, exclusive, transferable, sub licensable license to use the Intellectual Property in connection with the rights granted under Section 2.1.

2.3              Exception to Exclusive License Grant .  The parties agree and acknowledge that the exclusive nature of the licenses granted pursuant to Sections 2.1 and 2.2 above are subject to the rights and licenses previously granted by Licensor to Infocall, Inc. only.  Licensor represents and warrants that except as expressly stated in this Section 2.3, it has not granted to any third parties any rights or interests to the Programs, Technical Materials and Intellectual Property.

3.                  Ownership Rights .  Licensee shall have sole and exclusive ownership of all right, title and interest in and to any Combined Products, Derivative Works of the Programs and Technical Materials prepared by, or at the direction of, Licensee, all copies thereof, and all copyrights and other Intellectual Property rights pertaining thereto.  No rights or licenses to such Combined Products or Derivative Works are granted to Licensor hereunder by implication, estoppels or otherwise.

4.                  Limited License .  This Agreement does