PROPRIETARY & CONFIDENTIAL

SOFTWARE LICENSE MARKETING AGREEMENT

BETWEEN: ICAM TECHNOLOGIES CORPORATION

AND

XXXX
 INDEX

SECTION TITLE PAGE NUMBER

Section 1 DEFINITIONS 2

Section 2 GRANT 3

Section 3 SCOPE OF GRANT 4

Section 4 CONFIDENTIALITY AND NON DISCLOSURE 5

Section 5 DEALER'S PURCHASE OBLIGATIONS,

PRICES AND PAYMENTS 7

Section 6 TAXES 8

Section 7 EXPORT 8

Section 8 DEALER'S REVENUES FROM SALES 8

Section 9 PROGRAM FOR DEALER DEMONSTRATIONS 8

Section 10 MAINTENANCE AND SUPPORT 9

Section 11 RESPONSIBILITIES OF DEALER TOWARDS

SUPPLIER AND DEALER'S CUSTOMERS 10

Section 12 DIRECT SALES 10

Section 13 EMPLOYEE RAIDING PROHIBITION 11

Section 14 REPRESENTATION WARRANTY 11

Section 15 MAINTENANCE OF RECORDS 11

Section 16 INDEPENDENT CONTRACTOR 12

Section 17 WARRANTY 12

Section 18 LIMITATION OF LIABILITY 13

Section 19 PATENTS AND COPYRIGHTS INDEMNITY 13

Section 20 TRADEMARKS AND TRADE NAMES 13

Section 21 DISPUTES/NOTIFICATION 14

Section 22 DURATION AND TERMINATION 14

Section 23 COMPETITION 15

Section 24 ASSIGNMENT 15

Section 25 REGISTRATION 15

Section 26 FORCE MAJEURE 15

Section 27 NOTICE 16

Section 28 ENTIRE AGREEMENT 16

Section 29 PARTIAL INVALIDITY 17

Section 30 ATTORNEY'S FEES 17

Section 31 GOVERNING LAW 17

Section 32 LANGUAGE OF AGREEMENT AND

CORRESPONDENCE 17

APPENDIX "A" CAM-POST PRODUCT AVAILABILITY SCHEDULE

APPENDIX "B" PRODUCT DESCRIPTION AND PRICING

APPENDIX "C" PRODUCT DESCRIPTION AND PRICING

EXHIBIT "A" SOFTWARE LICENSE AGREEMENT

 SOFTWARE LICENSE MARKETING AGREEMENT

THIS AGREEMENT is made in duplicate effective as of this day of 2016.

BETWEEN: ICAM TECHNOLOGIES CORPORATION, a company duly incorporated and

organized under the laws of Canada having its principal place of business at 21500
Nassr Street, Sainte-Anne-de-Bellevue, Quebec, H9X 4C1, Canada (hereinafter
referred to as the "SUPPLIER")

AND: XXX, (hereinafter referred to as "Company"), a company duly incorporated and

organized under the laws of XXX, having its principal place of business at XXX
(hereinafter referred to as the "DEALER")

WITNESSETH:

WHEREAS the SUPPLIER has developed and is the owner of certain computer software programs
and related User Documentation which is deemed confidential proprietary information;

WHEREAS the SUPPLIER is engaged in the business of licensing of such proprietary programs more
fully described in Appendix "A" annexed hereto (hereinafter referred to as "Program");

WHEREAS the DEALER wishes to participate in the marketing activities of the SUPPLIER as an
independent representative with responsibility for soliciting, negotiating, and concluding orders for the
licensing of such Programs and for SUPPLIER Program Maintenance Agreements, as set forth in
Appendix "A" annexed hereto, and DEALER wishes to provide Support Services related thereto, all
subject to the terms and conditions hereinafter set forth;

NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE PREMISES AND OF THE

MUTUAL COVENANTS AND OBLIGATIONS HEREIN SET FORTH, THE PARTIES
HERETO HAVE AGREED AS FOLLOWS:

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1. DEFINITIONS

The following terms shall have the meanings set forth herein:

1.1 "Program" shall mean the computer software programs described in Appendix "A" annexed
hereto, (including the User Documentation as defined below), and where the context of the
Agreement permits, may also include corrections, improvements, upgrades, and updates
thereto that may be made by the SUPPLIER, but not including any Source Documentation.

1.2 "Source Documentation" shall mean all source material, source code, source programs and
printed documentation from which or upon which the Program has been derived, designed,
developed, engineered or which describe the design and internal functioning of the Program.

1.3 "Customer" shall mean a third party who, by purchasing a license from either SUPPLIER or
DEALER, acquires the right to the limited use of the Program.

1.4 "User Documentation" shall mean all standard documentation, user manuals and
specifications supplied or to be supplied by the SUPPLIER to the DEALER and the
DEALER's Customers in connection with the Program which describes the functions,
performance, capabilities and the proper methods of operation of the Program pursuant to this
Agreement.

1.5 "Designated Equipment" shall mean the computer systems for which the Program is made
available by SUPPLIER as described in Appendix "A" annexed hereto, and initialed by
SUPPLIER.

1.6 "Maintenance" shall mean improvements, corrections, enhancements, upgrades, updates,

other official changes to Program made by SUPPLIER, as set forth in Appendix "B" annexed
hereto.

1.7 "Support Service" shall mean telephone and facsimile Program use assistance, installation,
and training provided by the DEALER to the Customer for the effective use of the Program.

1.8 "Territory" shall mean the geographical areas within the boundaries of XXXXXXXX. Sales
to other countries will be treated on a case by case basis.

1.9 "Demonstration Program" shall mean a copy of the Program licensed by the SUPPLIER to
the DEALER solely for demonstration, training and other Support Service purposes. Its resale
or use for production of NC programs, dedicated post-processors or tapes without proper
licensing from SUPPLIER is strictly prohibited.

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2. GRANT

2.1 SUPPLIER hereby grants to DEALER for the duration of this Agreement, a non-exclusive
right to market licenses for SUPPLIER’s Program and to market SUPPLIER’s Program
maintenance as set forth in Appendix “A” to potential Customers in the Territory only.

2.2 SUPPLIER grants these marketing rights to DEALER on the express condition that DEALER
shall perform at all times by maintaining qualified personnel and adequate facilities,
maintaining acceptable sales performance and quality Support Services all to the satisfaction
of SUPPLIER, and that DEALER undertakes to use its best efforts to promote and market
Program licenses in accordance with this Agreement and that such efforts shall include but
not be limited to advertising, creating promotional material, conducting demonstrations,
participating in trade shows, and performing Customer qualification and Program acceptance
procedures.

The DEALER shall perform to the satisfaction of SUPPLIER, otherwise SUPPLIER may
revoke or suspend the DEALER's right to market all or any of the Program licenses and
SUPPLIER's Program Maintenance Agreements.

2.3 Program licenses to be marketed by DEALER under this Agreement are limited to the
Program(s) described in Appendix "A".

2.4 SUPPLIER grants to DEALER the right to install and use the Demonstration Program on
DEALER's Designated Equipment exclusively for the purposes of marketing, Customer
demonstration, evaluation, performing Support Services, and training pursuant to sections 8, 9,
10 and 11.

2.5 SUPPLIER grants to DEALER the right to provide custom post-processors to end-users;
however, DEALER must first obtain a license from SUPPLIER in order to deliver these
services.

2.6 For the duration of this Agreement, DEALER must have designated at least one full time
employee as a specialist, who has successfully completed the required Program technical
training conducted by the Supplier and who will perform DEALER's technical sales
presentations, Support Services, and CUSTOMER training. If SUPPLIER determines that the
DEALER requires unreasonable and/or frequent technical assistance of SUPPLIER to perform
Support Services, Supplier can consider at its own discretion, the DEALER's discount to be
reduced to seven percent (7%) off of the "SUGGESTED END-USER LICENSE LIST
PRICE" found in Appendix "A".

2.7 The DEALER must submit to SUPPLIER quarterly sales forecasts and rolling sales forecasts
no later than ten (10) days after the close of the calendar quarter.

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3. SCOPE OF GRANT

3.1 DEALER shall act for SUPPLIER in accordance with, and to the extent of, the terms and
conditions of this Agreement. All material terms and conditions of all Program licenses
offered by DEALER and all representations and warranties in connection therewith, shall
conform to the terms and conditions provided by SUPPLIER and all other instructions and
policies of SUPPLIER communicated in writing to DEALER.

3.2 DEALER accepts the obligation to market, advertise, promote, demonstrate and receive orders
for the Program for DEALER's existing and future Customers for use by such Customers
solely on Designated Equipment located at Customer's site.

3.3 DEALER agrees that the Program is solely for the Customers own internal use and that said
Customers are not to be permitted to sell, give, assign, or copy any output or results of the
Program, including but not limited to post-processors, without first obtaining a license from
SUPPLIER.

3.4 DEALER shall offer Program licenses to DEALER's potential Customers pursuant to this
Agreement. Customer Software License Agreements shall only be concluded by SUPPLIER
and shall be subject to the approval of SUPPLIER and shall not be effective until such
approval is given in writing.

3.5 All DEALER's subsidiaries and affiliates shall be deemed a part of DEALER rather than
Customers, except those subsidiaries and affiliates of DEALER who employ the Program for
manufacturing purposes shall be deemed to be Customers. DEALER agrees that all of its
subsidiaries and affiliates shall be bound by the terms of this Agreement and that any breach
of any of the terms of this Agreement by said subsidiaries and affiliates shall be considered to
be a breach by DEALER hereunder.

3.6 In its dealings with Customers with respect to marketing of the Program, DEALER undertakes
to use the standard Customer Software License Agreement attached hereto as "Exhibit A" in
conformity with the terms and conditions of this Agreement. SUPPLIER will provide
DEALER with a current copy of its Customer Software License Agreement which may be
revised from time to time by SUPPLIER. Upon DEALER's receipt of Customer's purchase
order for the Program license, DEALER undertakes to ensure that SUPPLIER promptly
receives the following:

a) the DEALER's purchase order for all Program license and Program Maintenance
items ordered by the Customer;

b) the Customer Software License Agreement duly completed and signed by customer

c) when required by SUPPLIER, a copy of the DEALER's commercial invoice for the
Program licenses, Program Maintenance and Support Services (when applicable)
provided to the Customer, as well as a copy of the Customer's corresponding purchase
order;

d) all other purchasing and shipping documents as required;

e) delivery date (if different from SUPPLIER's standard four (4) weeks F.O.B. Sainte-
Anne-de-Bellevue from receipt of order); and

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 f) Designated Equipment make, model and operating system version; and all other
technical data requested by SUPPLIER to ensure proper production of the Program.

The DEALER, who is solely responsible for the installation of the Program, shall ensure that
the Program is installed on the Designated Equipment of the Customer, according to
procedures established by SUPPLIER.

3.7 SUPPLIER has sole and exclusive authority to provide copies of the Program and related User
Documentation, improvements, enhancements, upgrades, updates and related User
Documentation to DEALER and DEALER's Customers.

3.8 DEALER agrees that it has no title to or ownership of the Program or any User
Documentation relating thereto; that the Program and all User Documentation are and at all
times shall remain the sole property of SUPPLIER; that any changes to the Program
made by SUPPLIER or DEALER or DEALER’s Customers shall at all times remain
vested in the SUPPLIER; that DEALER and DEALER's Customers shall not use or license the
Program except as expressly authorized herein; and that no rights are granted under this
Agreement whether express or implied with respect to copyrights.

4. CONFIDENTIALITY AND NON-DISCLOSURE

4.1 The Program and all related User Documentation received by DEALER from SUPPLIER
shall be deemed by DEALER and its employees, agents, Customers, subsidiaries and affiliates
as confidential proprietary information and trade secrets belonging solely to the SUPPLIER
regardless of whether or not copyright and other proprietary notices are affixed to the Program
or parts thereof.

4.2 DEALER agrees to reproduce or to affix or to have affixed copyright and other proprietary
notices to the Program in the manner and form specified by SUPPLIER.

The manner and form specified by SUPPLIER for the notice shall be as follows:

" This is an unpublished work created in 1984 and subsequent years. ICAM
TECHNOLOGIES CORPORATION owns all rights to this work and intends to keep the
work confidential so as to maintain its value as a trade secret.

ICAM TECHNOLOGIES CORPORATION may also seek to protect this work as an

unpublished copyright work. In the event of either inadvertent or deliberate publication,
ICAM TECHNOLOGIES CORPORATION intends to enforce its rights for this work
under the copyright laws as a published work; and to that end, ICAM TECHNOLOGIES
CORPORATION hereby affixes the following statutory notice:

(C) copyright, ICAM TECHNOLOGIES CORPORATION, 1984 and subsequent years."

4.3 Neither DEALER nor any of its employees or agents shall disclose confidential proprietary
information gained pursuant to this Agreement. DEALER shall cause each employee and
agent employed by it to execute legally binding non disclosure agreements, enforceable by
both SUPPLIER and DEALER, in accordance with and for the purpose of implementing the
provisions of this section.

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4.4 DEALER shall not, for the duration of this Agreement, nor at any time thereafter, without the
prior written consent of SUPPLIER:

i) copy, alter, modify, duplicate, or permit anyone else to copy, alter, modify or
duplicate any physical form of any Program or part thereof, including without
limitation any related User Documentation, for or to any media, except as may be
required for normal security back up purposes in the usual course of business;

ii) create or recreate, or attempt to create or recreate, or permit anyone else to create,
recreate, alter, use, or distribute the Program or any part thereof;

iii) permit or cause any disclosure or access to confidential proprietary information,

gained by virtue of this Agreement, by any third party without prior written consent of
SUPPLIER;

iv) permit or cause such information to be placed in the public domain, whether pursuant
to law or otherwise.

4.5 DEALER acknowledges and agrees that any and all CDs, diskettes, electronic files, tapes and
other physical forms, regardless of the resident medium, including all copies of the Program
of SUPPLIER and related User Documentation are the exclusive property of SUPPLIER.
DEALER shall limit access to all such media containing the Program and related User
Documentation to such persons who must have such access in order to permit DEALER to
perform its obligations towards SUPPLIER, and shall store each medium containing such
physical form in a secure place except when being used. DEALER further agrees to keep
records of all copies made and agrees to allow SUPPLIER access to these records if requested.
In addition, DEALER will take all necessary precautions to ensure continued confidentiality
and protection of the Program and related User Documentation and to prevent unauthorized
access, disclosure, distribution, possession, reproduction, alteration, and use of the Program or
related User Documentation or any part thereof.

4.6 DEALER shall promptly notify SUPPLIER in writing of the existence of any circumstances
surrounding unauthorized access, disclosure, distribution, possession, reproduction, alteration
or use of the Program or related User Documentation or any part thereof.

4.7 DEALER shall not deposit or register the Program or related User Documentation with any
governmental agency for any purpose or make any claim, whether in SUPPLIER's name or
otherwise, with any governmental agency or entity for copyright, patent, or other form of
protection with respect to the Program or User Documentation related thereto.

4.8 Since unauthorized access, disclosure, distribution, possession, reproduction, alteration, use or
transfer of the Program and related User Documentation will diminish substantially the value
thereof, SUPPLIER shall be entitled to equitable relief, in the event of breach of any of the
provisions of this Agreement, including but not limited to injunctive relief, specific
performance, and monetary damages.

4.9 Neither party shall, except as may be required by law or with the prior written permission of
the other, publicly disclose the contents of this Agreement.

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5. DEALER'S PURCHASE OBLIGATIONS, PRICES AND PAYMENTS

5.1 DEALER'S PURCHASE OBLIGATIONS

The DEALER agrees to pay SUPPLIER, upon execution of this Agreement, the
DEALERSHIP LICENSE FEE(S) as specified in Appendix "A".

5.2 PRICES

5.2.1 The second and additional copies of the Demonstration Program will be made available to
DEALER by SUPPLIER at the discretion of the SUPPLIER.

5.2.2 The Program license prices for Customers and Program license prices for DEALER to
purchase Program licenses and Maintenance (when applicable) from SUPPLIER for
DEALER's Customers are set forth in Appendix "A".

5.2.3 For each Program license and Maintenance (when applicable) item sold by DEALER to
DEALER's Customer, DEALER shall be obligated to pay SUPPLIER the Dealer's prices and
charges set forth in Appendix "A".

5.2.4 SUPPLIER reserves for itself the right to determine the Program license and Maintenance
prices and charges but must give DEALER sixty (60) days advance written notice of any
changes thereto.

5.2.5 SUPPLIER shall have the sole and exclusive discretion in establishing the Charges for
Program license and Maintenance as set forth in Appendix "A".

5.3 PAYMENTS

5.3.1 Payment from DEALER to SUPPLIER shall be net thirty (30) days from SUPPLIER'S
invoice date, by bank draft or wire transfer or via irrevocable and confirmed letter of credit.
Irrevocable letters of credit must be issued by a first class bank and be subject to uniform
customs and practice for documentary credits, International Chamber of Commerce,
publication no. 400, along with confirmed drafts payable at sight, unless otherwise specified in
writing by SUPPLIER.

5.3.2 When applicable, DEALER shall issue said irrevocable and confirmed letter of credit in
favour of "ICAM Technologies Corporation", advising bank The National Bank of Canada,
3550 Boul. Des Sources, Dollard-des-Ormeaux, QC H9B 1Z9, Canada.

5.3.3 Without prejudice to its rights under this Agreement, SUPPLIER may impose and DEALER
agrees to pay a late payment charge at the rate of one and one half percent (l l/2 %) per month
(equivalent to l9.61% per annum) on all amounts owing by virtue of this Agreement, from the
date when payment is due until the date payment is received. Should the DEALER fail to
make such payment, SUPPLIER may suspend or cancel shipment of the Program until
payment is received.

5.3.4 All amounts paid to SUPPLIER by the DEALER shall be non-refundable.

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6. TAXES

SUPPLIER shall not be liable for any type of taxes, duties or charges of any kind associated with
the license or use of the Program or Maintenance items, including but not limited to sales tax, use
tax or property tax, provincial tax, state tax or any other tax associated with the use, storage or
license of the Program or Maintenance items, including any import and/or export taxes.

7. EXPORT

Regardless of any disclosures to SUPPLIER made by the DEALER of an ultimate destination of

the Program or Program Maintenance items, DEALER shall not directly or indirectly transfer or
re-export the Program or Program Maintenance items or any other proprietary information of
SUPPLIER to anyone outside the Territory without first obtaining the written permission of
SUPPLIER and a license and permission from the relevant Department of Commerce or any other
authorized Department of the Government, as required, in the DEALER's Territory.

8. DEALER'S REVENUES FROM SALES

As compensation for acting on behalf of SUPPLIER, DEALER is entitled to invoice and

receive revenues from its Customers for each Program license sold on behalf of SUPPLIER.

9. PROGRAM FOR DEALER DEMONSTRATIONS

9.1 For the duration of this Agreement, DEALER will ensure that at all times, DEALER's
Demonstration Program will be promptly updated to, and maintained at the newest release
levels of the Program as they are made available from SUPPLIER. The Demonstration
Program, whose re-sale is strictly prohibited, shall be issued to the DEALER only after the
DEALER training has been duly completed and is to be used solely for demonstration,
training and other Support Service purposes. Its resale or use for production of NC programs,
dedicated post-processors or tapes without proper licensing from SUPPLIER is strictly
prohibited.

DEALER acknowledges that the Demonstration Program and all related materials are the
exclusive property of SUPPLIER.

9.2 New releases of the Demonstration Program for which Program Maintenance is available, will
be shipped to DEALER from SUPPLIER as they become available, at no additional charge,
providing DEALER follows SUPPLIER's specific instructions on the installation procedures
of new software versions and the return (or destruction) procedures for old versions of the
software.

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10. MAINTENANCE AND SUPPORT

10.1 SUPPLIER shall provide DEALER with reasonable telephone, e-mail and facsimile Program
use assistance at no charge for the duration of this Agreement.

10.2 The costs for telephone and facsimile communications shall be borne by the originator.

10.3 Program Maintenance is only made available directly from SUPPLIER as specified in
Appendix "A".

10.4 SUPPLIER shall support the latest release of the appropriate operating system software
provided by computer vendors not earlier than ninety (90) days from the date of any such
release.

10.5 At the request of DEALER or DEALER's Customer, SUPPLIER may provide technical
support for non current operating system releases as well as additional services to said
DEALER or Customer, at SUPPLIER's then current rates and charges.

10.6 SUPPLIER shall promptly deliver F.O.B. ICAM plant, as defined in Incoterms 1981,
International Chamber of Commerce publication no. 350, the Program to DEALER within
thirty (30) days after SUPPLIER's receipt and acceptance of all items required under
paragraph 3.6.

10.7 DEALER shall install the Program on DEALER's Designated Equipment and on any
replacement equipment thereafter acquired by DEALER, provided that:

i) the replacement equipment is Designated Equipment;

ii) prior written approval is obtained from SUPPLIER;

iii) this Agreement is in effect;

10.8.1 SUPPLIER shall provide DEALER with Program installation and demonstration training.
The cost of training and length of training will be defined by SUPPLIER in accordance with
the different programs that DEALER is authorized to market under this Agreement.

All expenses incurred by DEALER to attend training at SUPPLIER's premises are to be borne
by the DEALER.

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11. RESPONSIBILITIES OF DEALER TOWARDS SUPPLIER AND DEALER'S CUSTOMERS

11.1 For each Program license sold by DEALER, DEALER shall ensure installation of the Program
and provide Support Services to its Customers. All expenses and losses incurred by DEALER
relating to such activities shall be borne by DEALER without reimbursement or compensation
from SUPPLIER. DEALER may charge Customer for such Support Services, but in no case
shall the DEALER be permitted to use the Demonstration Program as part of a numerical
control tape preparation service bureau without SUPPLIER's written authorization. At
DEALER's request, SUPPLIER will assist DEALER with installation and training at
SUPPLIER's then current rates and charges for such services and in accordance with a
mutually agreed upon schedule.

11.2 DEALER's Customer installation and training practices must be acceptable to SUPPLIER
failing which DEALER shall immediately cease Customer installations and training.

11.3 DEALER shall install the Program for acceptance on Customer's Designated Equipment.
SUPPLIER's standard Program acceptance form (as specified SUPPLIER) and procedure shall
be made available to DEALER and may be used by DEALER as a Program acceptance
procedure between DEALER's Customer and DEALER.

11.4 DEALER shall promptly install the Program at Customer's site, upon receipt of the Program
ordered from SUPPLIER.

11.5 DEALER shall expeditiously determine Customer acceptance of the Program or ensure the
complete removal of the Program and related User Documentation from Customer's site, and
return the same to SUPPLIER within thirty (30) days from the date of receipt of the Program
by the DEALER; however, DEALER agrees that it can not cancel a purchase order during the
said period without a valid reason, which shall be subject to SUPPLIER's final approval.

11.6 DEALER shall receive, organize, put in writing and forward to SUPPLIER on a regular basis
all Customer Performance Quality Reports (as specified by SUPPLIER) and any other special
requests, with the exception of those Performance Quality Reports which DEALER believes
contain problems resulting from Customer's ineffective use of the Program. SUPPLIER will
respond to the inquiries, reports and special requests in a timely fashion and forward these
responses and corrections when applicable to DEALER. DEALER will without delay
distribute said responses and corrections to entitled Customers.

11.7 DEALER shall use its best efforts to inform its Customers and encourage them to purchase
SUPPLIER's Program Maintenance when available.

12. DIRECT SALES

SUPPLIER undertakes not to knowingly and intentionally sell to any potential Customer that has
been identified by the DEALER and accepted by SUPPLIER as a "Dealer Potential Customer."
To benefit from this undertaking, the DEALER shall advise SUPPLIER in writing of the specific
details of its sales efforts relating to each qualified sales lead.

Only those potential Customers that have received sales demonstrations from DEALER shall be
entitled to qualify as a Dealer Potential Customer. SUPPLIER will notify DEALER in writing of
those potential Customers which have been accepted as a "Dealer Potential Customer". Each
Dealer Potential Customer will maintain its status for up to six (6) months, after which, at

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 SUPPLIER's option, may be deemed to be a direct potential Customer of SUPPLIER.

Should a Dealer Potential Customer insist on dealing directly with SUPPLIER, it is agreed that
SUPPLIER shall proceed with the transaction as a direct sale and that the DEALER shall be paid a
commission by SUPPLIER equivalent to fifty percent (50%) of the regular dealer discount for the
customers initial purchase only.

None of SUPPLIER's current Customers or prospective Customers will be accepted as a "Dealer

Potential Customer".

13. EMPLOYEE RAIDING PROHIBITION

Unless otherwise agreed to in writing by both the SUPPLIER and DEALER, the DEALER agrees not
to hire or engage the services of any employee of SUPPLIER for a period of two (2) years from the
date that such employee leaves the employ of SUPPLIER and SUPPLIER agrees not to hire or engage
the services of any employee of the DEALER for a period of two (2) years from the date that such
employee leaves the employ of the DEALER.

14. REPRESENTATION WARRANTY

14.1 DEALER represents and warrants that it is financially solvent and is carrying on its business
in the usual commercial manner with its principal place of business at the address set forth
hereinabove and, is a corporation duly organized and validly existing in good standing under
the laws of the place of its incorporation as set forth above, with full power and authority
necessary to own and operate its property, to carry on its business as now being conducted, to
enter into this Agreement, and to carry out the terms hereof in the assigned Territory.

14.2 DEALER represents and warrants that in executing and delivering this Agreement and in
observing and performing its terms and provisions, that it is acting within its corporate powers
and in furtherance of its corporate purposes.

14.3 DEALER represents and warrants that in entering and carrying out this Agreement and
complying with its terms and provisions, that it will not violate any provision of law or of the
constitution, charter, or by laws of DEALER, nor be in conflict with or in breach of any of the
terms, conditions, or provisions of, any mortgage, contract, or other instrument to which
DEALER or any of DEALER's subsidiaries or affiliates may be bound.

14.4 DEALER represents and warrants that no tangible or intangible property of SUPPLIER will
be subject to any liens or encumbrances now existing or hereafter imposed upon its assets.

15. MAINTENANCE OF RECORDS

15.1 DEALER shall maintain complete, detailed and accurate books and records of licenses,
negotiations, payments, receipts, bills, invoices, and other documents or transactions relating
to the marketing of SUPPLIER's Program licenses for at least five(5) years after the date of
such transactions, and will at all times permit SUPPLIER to examine and conduct a full
audit of such books and records.

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15.2 DEALER shall answer promptly all correspondence from SUPPLIER relating to DEALER's
obligations and activities hereunder, and shall forward upon request to SUPPLIER clear and
legible photocopies of all orders, licenses and of all communications relating to the marketing
of SUPPLIER's Program including, without limitation, copies of all invoices and credit notes
granted to Customers pursuant to this Agreement.

15.3 DEALER shall make regular reports concerning its activities hereunder.

16. INDEPENDENT CONTRACTOR

16.1 For all purposes herein, DEALER shall be regarded as an independent contractor and not as
the employee, agent or servant of SUPPLIER. DEALER shall in all correspondence and
other dealings relating directly or indirectly to the marketing of the Program clearly indicate
that it is acting as a representative of SUPPLIER. This Agreement creates no relationship of
joint venture, partnership, or limited partnership between the parties, and the parties hereby
acknowledge that no other facts or relations exist that would create any such relationship
between them, it being intended that each shall remain an independent contractor responsible
for its own actions.

16.2 DEALER shall be free to exercise its independent judgment in the manner and means of the
development of its assigned Territory.

16.3 DEALER shall have no authority to bind SUPPLIER in any manner whatsoever without
SUPPLIER's prior written approval, and in particular, but without limiting the generality of
the foregoing, DEALER is not authorized to and agrees that it will not make any warranties or
representations with respect to the Program.

16.4 DEALER has no authority to and shall not incur any liability on behalf of SUPPLIER or in
any way pledge or purport to pledge the credit of SUPPLIER or make any contract binding
upon SUPPLIER without SUPPLIER's prior written approval.

17. WARRANTY

17.1 For a period of ninety (90) days, the SUPPLIER warrants that the Program will perform the
functions and operate in the manner described in the User Documentation provided by
SUPPLIER and SUPPLIER retains the right to modify the Program and/or Documentation to
maintain compatibility.

17.2 The express warranties set forth in this Agreement are in lieu of all other warranties either
legal or conventional, expressed or implied, including without limitation, any warranties of
merchantability or fitness for a particular purpose (other than the purposes described in
paragraph 17.1 above), and all such other warranties are hereby disclaimed and excluded by
SUPPLIER.

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18. LIMITATION OF LIABILITY

SUPPLIER shall not be liable for any direct, indirect, special, consequential or any other damages
arising out of the use of the Program by DEALER or Customers, even if SUPPLIER had been
advised, knew or should have known of the possibility thereof. Any liability of SUPPLIER will,
at the option of the SUPPLIER, be limited exclusively to replacement of the Program to
Customer or reimbursement of license fees received by SUPPLIER from DEALER for Customer's
Program.

19. PATENTS AND COPYRIGHTS INDEMNITY

SUPPLIER shall indemnify and hold DEALER harmless for all costs, damages, and liability
arising from or relating to any lawsuit or proceeding brought against DEALER or its Customers
with respect to the Program, insofar as such suit is based on a claim that the Program or any part
thereof furnished by SUPPLIER hereunder constitutes an infringement of any patent copyright,
trade secret or other proprietary right belonging to a third party, provided that DEALER promptly
notifies SUPPLIER in writing within fifteen (l5) days of any such claim or suit of infringement;
provided also that SUPPLIER shall have the authority to control and direct the investigation,
preparation, defense and settlement of any such claim of infringement and further provided that
DEALER and its Customers, as the case may be, shall provide assistance to SUPPLIER at
SUPPLIER's request. Furthermore, SUPPLIER shall pay all damages and costs awarded against
DEALER and/or its Customers in any such suit. In the event that the Program or any part thereof
shall be held to constitute an infringement and the use of the Program or any part thereof is
enjoined, or in the event that SUPPLIER is of the opinion that such Program is likely to constitute
an infringement and the use of the Program or any part thereof is likely to be enjoined, SUPPLIER
shall, at its own expense and option, either, procure for DEALER and its Customers the right to
continue using the Program or any part thereof, or replace same with a non infringing Program of
equivalent function and performance, or modify the Program to become non infringing without
detracting from its function or performance.

This indemnity shall not apply to any infringement arising from the use of the Program in any
manner not authorized by this Agreement or in combination with other software where such
infringement would not have occurred but for its use in combination with such other software.

20. TRADEMARKS AND TRADE NAMES

20.1 DEALER may use the trademarks and trade names of SUPPLIER in connection with the use,
advertising, display, and marketing of the Program and related User Documentation.

20.2 DEALER shall at all times use and display the trademarks and trade names of SUPPLIER in
such a manner as to exclude any doubt of the exclusive property rights of SUPPLIER.

20.3 DEALER shall at all times act to prevent the trademarks and trade names of SUPPLIER from
becoming generic. DEALER has no right or authority to use in any other manner, to register,
to assign or take any other action concerning or involving the Program, confidential
information, copyrights, trade secrets, patents, patent applications, trademarks, service marks,
trade names, and other trade or business names of SUPPLIER or of any business entity related
to or affiliated with SUPPLIER, and DEALER shall not directly or indirectly take or permit to
be taken any such action except with the express written consent of SUPPLIER. Any
trademark, titles or rights of use in the Territory or elsewhere that may arise from the use by

- 13 -
 DEALER of the trademarks and trade names of the SUPPLIER shall be the exclusive
property of SUPPLIER.

21. DISPUTES/NOTIFICATION

DEALER shall immediately inform SUPPLIER of the details and circumstances of any dispute or
claim by any third party against SUPPLIER and will not without prior written consent of
SUPPLIER institute any proceedings or settlement in respect thereof. DEALER shall immediately
notify SUPPLIER of any unauthorized access, disclosure, distribution, possession, reproduction,
alteration, use, or knowledge of any part of SUPPLIER's Program, including without limitation
any related documentation, or of any other information developed by or belonging to SUPPLIER
by anyone other than persons authorized by the SUPPLIER or, by the terms of this Agreement or
of licenses executed by SUPPLIER pursuant to this Agreement. DEALER shall promptly bring
to the notice of SUPPLIER any information received by it which is likely to be of use or benefit to
SUPPLIER in marketing the Program in its assigned Territory.

22. DURATION AND TERMINATION

This Agreement shall become effective on the aforementioned date and shall continue until
terminated as hereinafter provided.

22.1 The initial term of this Agreement shall continue in full force and effect for one (1) year as of
the date first above written and shall automatically renew for successive one (1) year periods
unless terminated by either party as provided below.

22.2 During the initial term of this Agreement, or any renewal period, either party shall have the
right to terminate this Agreement upon three (3) months written notice furnished to the other
party at any time.

22.3 Within fifteen (15) days after the termination of this Agreement, for any reason whatsoever,
DEALER shall return or cause to be returned to SUPPLIER, the Program together with all
related materials and User Documentation. DEALER shall remove, erase or destroy any
Demonstration Program contained in all types of computer memory or any type of storage
media together with all related materials and must so warrant in writing to SUPPLIER
immediately. Upon termination of this Agreement, DEALER shall neither directly or
indirectly use, disclose, or market the Program in any trade names of SUPPLIER and shall not
thereafter use any trade marks or trade names similar thereto in the Territory, and DEALER
shall promptly remove any such trademarks or trade names from its advertising materials
signs, labels, and other documentation or property.

22.4 In the event of material breach of any term or condition of this Agreement by either party, or if
DEALER engages in any conduct disloyal or prejudicial to the interests of SUPPLIER, this
Agreement shall be terminated by the other party by giving written notice of termination to
take effect immediately upon receipt of notice. Such termination shall not take effect if the
breach is remedied or the misconduct discontinued with full reparation to the offended party's
satisfaction, confirmed in writing. This Agreement and the rights granted by this Agreement
shall terminate immediately and automatically if DEALER suspends sales or operations,
commits an act of or files a voluntary petition in bankruptcy, executes an assignment or
other transfer of debts for the benefit of creditors, becomes unable to comply with its
obligation to maintain experienced personnel and adequate facilities in the Territory, or

- 14 -
 otherwise fails to promote and market the Program in its assigned Territory to the satisfaction
of SUPPLIER. The sale or transfer of all or substantially all the assets or ownership of
DEALER to any third party shall constitute an assignment for the purposes of this Agreement.

22.5 Upon termination of this Agreement for any reason, such termination shall not diminish in any
way the rights of DEALER’s Customers to use the Program in accordance with the terms and
conditions of agreements entered into between SUPPLIER and DEALER's Customers, as well
as agreements arising out of proposals outstanding prior to the effective date of termination.
Upon such termination, DEALER will, however, cease using the Program internally for all
purposes, and it will cease entering into further Customer Software License Agreements with
new Customers involving the Program by virtue of rights granted to DEALER under this
Agreement.

22.6 The parties' obligations under this Agreement shall survive the termination of this Agreement
for a period of two (2) years. The parties' obligations under Sections 4, 5, 13, 15, 20, 21, 30,
and 31 shall survive the termination of this Agreement.

23. COMPETITION

During the term of this Agreement, DEALER agrees that it will not represent or offer for sale or
license any software products, which are directly competitive with the Program of SUPPLIER.
This will include their own developed post-processing solution and other Vendors' post-processing
solutions. DEALER understands and agrees that it will not permit or cause the Program of
SUPPLIER to be used as a basis for development for any competing product.

24. ASSIGNMENT

Neither party hereto shall have the right to assign or otherwise transfer its rights or obligations
under this Agreement except with the prior written consent of the other party; provided, however,
that a successor in interest by merger, operation of law, assignment, purchase or otherwise of the
entire business undertaking of either party, shall acquire all interest of such party hereunder. Any
prohibited assignment shall be null and void.

25. REGISTRATION

If this Agreement or any other agreement resulting from this Agreement or the status of the parties
should at any time require a permit notification or registration with any administrative or judicial
body having jurisdiction or authority in or over the Territory (including any agency of any
economic community or trading area), DEALER shall undertake such notification or registration,
at DEALER's expense, only after consulting and obtaining SUPPLIER's written consent. No such
notification or registration shall be undertaken without prior written consent from SUPPLIER.

26. FORCE MAJEURE

Neither party shall be liable by reasons of any failure or delay in the performance of obligations on
account of strikes, riots, fires, explosions, acts of God, war, governmental action, or any other
cause which is beyond the reasonable control of such party.

- 15 -
27. NOTICE

Any notice required or permitted to be given hereunder to or by either party hereto shall be in
writing sent by prepaid registered post, addressed to the other party at the address indicated below:

a) to SUPPLIER, shall be addressed as follows:

ICAM TECHNOLOGIES CORPORATION

21500 Nassr Street
Sainte-Anne-de-Bellevue, Quebec, Canada
H9X 4C1

ATTENTION: Mr. John J. Nassr, President

b) to DEALER, shall be addressed as follows:

XXXXX,
XXXX
XXXX

ATTENTION: XXXXX

The parties may, from time to time, give such notice to each other at another address by notice
similarly given. Any notice so addressed shall be deemed to have been received by the addressee
within fifteen (l5) days after the time and date of its being so mailed, provided, however, that any
notice given by internet or telecopier and confirmed the same day by mail as aforesaid shall be
deemed to have been received by the addressee on the day such cable or telecopy was sent.

28. ENTIRE AGREEMENT

This Agreement, together with its Appendices and Exhibit(s) constitutes the entire and only
agreement between the parties with respect to the subject matter herein and shall supersede all
previous oral and written agreements and understandings between the parties on such subject
matter. Instructions and policies communicated unilaterally from time to time by SUPPLIER to
DEALER shall, however, be deemed incorporated into this Agreement to the extent that they are
consistent with the terms herein. Any inconsistent instructions or policies shall nevertheless be
incorporated hereto unless written objection be made to SUPPLIER within thirty (30) days of
receipt of such instructions or policies. This Agreement may be modified or amended only by a
written instrument signed by a duly authorized representative of each of the parties hereto.

- 16 -
29. PARTIAL INVALIDITY

SUPPLIER and DEALER have entered into this Agreement and the relationship hereby created is
with reference to the laws of the Province of Quebec, Canada. It is the expectation and intention
of the parties that these laws will govern all aspects of this Agreement and of the relationship
hereby created. If any terms or provisions of this Agreement or the application hereof to any
person or circumstances, or any respect of such relationship, should now or at any time be
declared invalid or unenforceable by any court of competent jurisdiction, then such term or
provision shall be regarded as stricken from the Agreement, and the remainder of this Agreement
shall remain valid and in full force.

30. ATTORNEY'S FEES

If any legal action or proceeding is brought for the enforcement of this Agreement, the successful
party shall be entitled to recover reasonable attorney's fees and other costs and expenses incurred
in the action or proceeding in addition to any relief to which it may be entitled.

31. GOVERNING LAW

This Agreement shall be construed in accordance with and governed by the laws of the Province
of Quebec, Canada and the English language version of this Agreement shall be controlling.

32. LANGUAGE OF AGREEMENT AND CORRESPONDENCE

The parties hereto confirm that they have each required that this Agreement and all future
communications and correspondence be in the English language. Les parties aux présentes
reconnaissent que chacune d'elles a exige que cette convention et toutes les communications et
correspondances soient rédigées en anglais.

- 17 -
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement in duplicate as of the
date first above written.

For the SUPPLIER: For the DEALER:

ICAM TECHNOLOGIES CORPORATION XXXX

Signature: Signature:

(Name and Title in Print) (Name and Title in Print)

ICAM Technologies Corporation XXXX
21500 Nassr Street XXXXX
Sainte-Anne-de-Bellevue, Québec XXXXX
H9X 1C4 Canada

- 18 -
 APPENDIX "A"
CAM-POST PRODUCT AVAILABILITY SCHEDULE
PAGE 1 OF 1

Hardware Models Operating Media

Manufacturer Systems Delivery

Intel Based PC Pentium Processor Windows XP/Vista/7 CD-ROM

or AMD Processor CD-ROM
 APPENDIX "B" / APPENDIX "C"
PRODUCT DESCRIPTION AND PRICING (US DOLLARS)
PAGE 1 OF 6

DEVELOPMENT LICENSE LICENSE RUNTIME RUNTIME

LICENSE FLOATING PRICE (END- MAINTENANC PRICE (END- MAINTENANCE
USER) US$ E PRICE (END- USER) US$ PRICE (END-
USER) US$ USER) US$

M3 PP 8,000 1,200 2,000 300

M3 L2 PP 14,000 2,100 3,500 525
M5 PP 15,000 2,250 3,750 565
COMPLETE PP 20,000 3,000 5,000 750
VM 15,000 2,250 11,250 1,700
CE 20,000 3,000 5,000 750
M5 PP +VM +MRS 30,000 4,500 16,500 2,475
M5 PSE 35,000 5,250 17,500 2,625
M5 CE +VM +MRS 22,000 3,300 15,000 2,250
COMPLETE PP+VM +MRS 35,000 5,250 18,000 2,700
COMPLETE PSE 40,000 6,000 20,000 3,000
(PP+VM+MRS+CE)
COMPLETE CE +VM +MRS 22,000 3,300 15,000 2,250

ADD-ON OPTIONS
SMARTPATH 3,750 565
SMARTCUT 2,500 375
SMARTFEED 6,250 940
SMARTPACK 11,500 1,725
MATERIAL REMOVAL* 5,000 750
ARC-FITTING 1,700 250
NURBS-FITTING 2,500 375
HIGH-SPEED MACHINING 2,500 375
 APPENDIX "B" / APPENDIX "C"
PRODUCT DESCRIPTION AND PRICING (US DOLLARS)
PAGE 2 OF 6

LICENSE PRICE (END LICENSE

DEDICATED LICENSE FLOATING USER) US$ MAINTENANCE PRICE
(END USER) US$
POST 4-AXIS WIRE EDM 7,000 1,750
POST 2-AXIS LATHE 3,000 750
POST 4-AXIS LATHE 6,000 1,500
POST 3-AXIS MILL 3,000 750
POST 4-AXIS MILL 4,800 1,200
POST 5-AXIS MILL 8,000 2,000
POST 3-AXIS MILL/TURN 4,500 1,125
POST 4-AXIS MILL/TURN 5,000 1,250
POST 5-AXIS MILL/TURN 1 SPINDLE 1 9,000 2,250
TURRET
POST 7-AXIS MILL/TURN 2 SPINDLE 1 10,000 2,500
TURRET
POST 7-AXIS MILL/TURN 1 SPINDLE 2 11,000 2,750
TURRET
POST 9-AXIS MILL/TURN 2 SPINDLE 2 12,000 3,000
TURRET
POST 2 to 3 AXIS PUNCH PRESS W/ LASER ( 4,000 1,000
OR CONTOURING HEAD)
CE 2-AXIS LATHE 3,000 750
CE 4-AXIS LATHE 6,000 1,500
CE 3-AXIS MILL 3,000 750
CE 4-AXIS MILL 4,800 1,200
CE 5-AXIS MILL 8,000 2,000
CE 3-AXIS MILL/TURN 4,500 1,125
CE 4-AXIS MILL/TURN 5000 1,250
CE 5-AXIS MILL/TURN 9,000 2,250
 APPENDIX "B" / APPENDIX "C"
PRODUCT DESCRIPTION AND PRICING (US DOLLARS)
PAGE 3 OF 6

DEDICATED LICENSE FLOATING LICENSE PRICE (END LICENSE

USER) US$ MAINTENANCE PRICE
(END USER) US$
CE 7-AXIS MILL/TURN 2 SPINDLE 1 TURRET 10,000 2,500
CE 7-AXIS MILL/TURN 1 SPINDLE 2 TURRET 11,000 2,750
CE 9-AXIS MILL/TURN 2 SPINDLE 2 TURRET 12,000 3,000
VM 3-AXIS 7,500 1,875
VM 4-AXIS 10,000 2,500
VM 5-AXIS + 12,500 3,125

M5 PP +VM +MRS 22,000 5,500

M5 PSE (PP+VM+MRS+CE) 29,000 7,250
M5 CE+VM + MRS 20,000 5,000
MTCY PP +VM +MRS 29,000 7,250
MTCY PSE (PP+VM+MRS+CE) 35,000 8,750
MTCY CE+VM+MRS 25,000 6,250

ADD-ON DEDICATED LINE OPTIONS

MATERIAL REMOVAL** 3,000 750
MATERIAL REMOVAL + SMARTCUT 4,000 1000
BUNDLE
ARC-FITTING 750 200
NURBS-FITTING 2,000 500
HIGH-SPEED MACHINING 2,000 500
SMARTPATH 3,000 750
SMARTCUT 2,000 500
SMARTFEED 5,000 1,250
SMARTPACK 8,000 2,000

OTHER FIXED FEE US$

LICENSE MANAGEMENT FEE (ANY MODIFICATION TO AN EXISTING 750
PERMANENT KEYFILE, FOR AN OUT-OF-MAINTENANCE CLIENT)
 APPENDIX "B" / APPENDIX "C"
PRODUCT DESCRIPTION AND PRICING (US DOLLARS)
PAGE 4 OF 6

FOR DEVELOPMENT AND RUN-TIME GENERIC LICENSES: LICENSES MAINTENANCE

DEALER'S DISCOUNT ON LICENSE AND/OR MAINTENANCE LIST PRICE: 35 % 35 %
*DEALER'S DISCOUNT ON MATERIAL REMOVAL LICENSE: 25 % 25 %

SUPPLIER'S PROGRAM MAINTENANCE FOR GENERIC SOLUTIONS

MAINTENANCE PRICE = 15% OF SUGGESTED END-USER LIST PRICE
DEALER'S DISCOUNT = 35 % OF MAINTENANCE PRICE

1. SUPPLIER's Program Maintenance for CAM-POST/VIRTUAL MACHINE/CONTROL EMULATOR

includes Support Services offered by SUPPLIER to DEALER to ensure DEALER's Customers
effective use of the Program. SUPPLIER's Software Maintenance Agreement is available on a prepaid
yearly basis and includes the following:
Reasonable Program improvement support which consists of corrections, improvements, upgrades and
updates, as well as reasonable Program assistance to DEALER for DEALER's Customers following
installation of the Program on Customer's Designated Equipment. Purchasers of SUPPLIER's Program
Maintenance Agreement also obtain all new versions of the Program containing corrections and
improvements as they are officially released by SUPPLIER. DEALER will provide Support Services to
his Customers and will without delay distribute SUPPLIER's corrections to those Customers that have
purchased Program Maintenance as outlined in section 11.6 of the Agreement.
2. SUPPLIER and only SUPPLIER shall provide Program Maintenance to DEALER's Customers.
SUPPLIER's Program Maintenance Agreements become effective upon the date of installation of the
Program on DEALER's Customers Designated Equipment, provided that the Program Maintenance
option has been ordered at the time of the initial ordering procedure outlined in Section 3.6 of the
Agreement.
3. Annual Maintenance Charges are quoted per software Program and are due prior to the beginning of the
Maintenance period (i.e. payable in advance). Program Maintenance is optional. To Customers who do
not purchase it in advance, SUPPLIER's Maintenance Agreement will be available later at a higher rate,
on a case-by-case basis.
4. Annual Maintenance Charges are subject to change.
 APPENDIX "B" / APPENDIX "C"
PRODUCT DESCRIPTION AND PRICING (US DOLLARS)
PAGE 5 OF 6

FOR DEALER DEVELOPED DEDICATED SOLUTIONS : LICENSES MAINTENANCE

DEALER'S DISCOUNT ON LICENSE AND/OR MAINTENANCE LIST PRICE: 50 % 25 %
**DEALER'S DISCOUNT ON MATERIAL REMOVAL LICENSE: 25 % 25 %

FOR ICAM DEVELOPED DEDICATED SOLUTIONS : LICENSES MAINTENANCE

DEALER'S DISCOUNT ON LICENSE AND/OR MAINTENANCE LIST PRICE: 25 % 25 %
**DEALER'S DISCOUNT ON MATERIAL REMOVAL LICENSE: 25 % 25 %

SUPPLIER'S PROGRAM MAINTENANCE FOR DEDICATED SOLUTIONS (POST-PROCESSORS

AND/OR VIRTUAL MACHINE MODELS AND/OR CONTROL EMULATORS)
MAINTENANCE PRICE = 25% OF SUGGESTED END-USER LIST PRICE FOR THE FIRST YEAR
AND 15% FOR EACH OF SECOND AND SUBSEQUENT YEARS FOR
“UNINTERRUPTED/CONTINUED” COVERAGE (OTHERWISE THE M&S WILL BE RESET AT
25%)
DEALER'S DISCOUNT = 25 % OF MAINTENANCE PRICE

Under the annual maintenance and limited technical support program, Customers will have access to the latest
post-processor technology developed by SUPPLIER which applies to the nature of the custom post-processor
maintained. The maintenance program not only updates the post-processor executable, but also provides the
necessary updates to the post when an interface from the licensed CAD/CAM system changes. In addition, to
ensure that the post-processor is working perfectly, Customers who ordered dedicated post-processors developed
by SUPPLIER, will have access to limited technical support, which includes fine-tuning and minor
modifications to the post-processor (excluding new features). This program also includes two license transfers
to replacement hardware per year.
-----------------------------------------------------------------------------------------------------------------
---
PLEASE BE ADVISED THAT THE ABOVE PRICES FOR DEDICATED SOLUTIONS ARE ONLY
ESTIMATES. FOR DEDICATED SOLUTIONS DEVELOPED BY ICAM TECHNOLOGIES
CORPORATION, A FORMAL QUOTATION IS REQUIRED AFTER DETERMINATION OF THE
EXACT REQUIREMENTS OF THE CUSTOMER. ICAM TECHNOLOGIES CORPORATION
RESERVES THE RIGHT TO ADJUST PRICES AT THEIR DISCRETION AT ANYTIME.
-----------------------------------------------------------------------------------------------------------------
---
 APPENDIX "B" / APPENDIX "C"
PRODUCT DESCRIPTION AND PRICING
PAGE 6 OF 6

DEALERSHIP LICENSE FEE:

US$8,000 payable upon execution of Dealer Agreement This payment is not refundable, however,
with the exception of US$3,200 that represents the training fee, the balance of US$ 4,800 is
recoupable in the form of a credit on the Dealer's initial purchases of licenses (excluding maintenance,
training and consulting) under the Dealership Agreement.
Training consists of:
1-Day - Marketing & Sales Training – Mandatory (included under Dealership)
4-Days - CAM-POST Basic Training – Mandatory (included under Dealership)

DEALER'S AVERAGE ANNUAL PERFORMANCE:

For reference purposes, a DEALER's average annual performance is as follows

LICENSES PURCHASED AT DEALER'S PRICE

First year: US$ 80,000

Second and each subsequent year: US$ 105,000

REF: DEALERSHIP XXXX

 EXHIBIT “A”
ICAM TECHNOLOGIES CORPORATION
SOFTWARE LICENSE AGREEMENT

ICAM grants to Customer (identified below) and Customer accepts from ICAM, a License to use ICAM's Software products, media, security
locks and documentation (Software), under the following terms and conditions.

Customer understands that the Software will always remain the property of ICAM and that the Customer's purchase of this License is a one-
time fee (Temporary or Paid-Up) for the limited right to use the Software identified in this agreement, as well as other Software which may
be provided by ICAM to the Customer.

Customer understands that each Software License granted herein is a Single Seat, Single Computer/CPU based locked License and that each
Computer/CPU on which the Software will be installed and operated must be licensed individually or, otherwise when applicable, A Floating
License as per ICAM's Floating Licensing Terms and Conditions.

Until such time that ICAM receives full and final payment from Customer, ICAM reserves the right to deliver temporary access codes to
activate the Software. Upon ICAM's receipt of full and final payment, ICAM will provide Customer with permanent access codes for the
Software.

Customer agrees not to use the Software to provide service bureau, time sharing, or data center service without ICAM's written authorization.

If Customer breaks any term or condition of this Agreement, it is understood that ICAM may revoke this Customer License Agreement and
may take further actions against the Customer.

Customer agrees to keep the Software confidential at all times, even in the event of breach or termination of this Agreement.

Customer hereby understands and agrees that:

a) the ideas, concepts, and specific information as well as all components of the Software are confidential proprietary information
and trade secrets belonging to ICAM, and that such information will be treated by Customer at all times as confidential and will
not be disclosed to anyone other than persons in the employment of the Customer as required. Such persons shall be bound by the
confidentiality of this Agreement.

b) all data, reference materials, documentation, security lock(s) and records in any way incorporating or reflecting any of such
confidential proprietary information shall belong exclusively to ICAM.

Customer agrees not to change, modify, or reverse-engineer the Software and further agrees not to permit the use of the Software by any
third party not licensed under this Agreement.

Customer agrees not to copy the Software except for Customer's backup purposes, and to endeavour to keep unpermitted copies of the
Software from being made. Customer further agrees to keep records of all copies made and agrees to allow ICAM access to these records if
requested.

Customer accepts full responsibility for the installation, management and operations of the Software.

Customer agrees not to modify any copyright, trade secret or trade mark notices in or on the Software and further agrees to protect ICAM
from and reimburse ICAM for, any loss if such modifications are made.

Customer agrees not to develop any product which competes with the Software, and further agrees not to permit or cause the Software
provided hereunder to be used as a basis for such development.

Customer agrees not to permit or cause said confidential proprietary information to be placed in the public domain.

If the Software License is Temporary, Customer agrees to return all forms of the Software, including media, documentation and security
locks, all in good condition to ICAM via registered mail or courier, such that it is received by ICAM on or before the last day of the
evaluation period. Customer agrees that its failure to meet this condition constitutes acceptance of the Software for which Customer will pay
full list price and, at which time this agreement will be automatically converted from a Temporary License to a Paid-Up License.

Customer agrees to supply all the information requested hereunder and in the attached Customer Site Information Sheet which pertains to the
technical identification of the Computer/CPU System(s) to be licensed and to its (their) installation site(s).

Unless otherwise agreed to in writing, Customer agrees not to hire or engage the services of any employee of ICAM for a period of two (2)
years from the date that such employee leaves the employ of ICAM, and ICAM agrees not to hire or engage the services of any employee of
Customer for a period of two (2) years from the date that such employee leaves the employ of Customer.

Because violation of this Agreement will harm the value of ICAM's technological developments, ICAM shall be entitled to equitable relief to
protect its interest therein, including, but not limited to injunctive relief, specific performance, as well as monetary damages in the event of
any breach of this Agreement.
Customer agrees to notify ICAM immediately, in writing, should anyone allege that Customer's use of the Software violates any rights. With
the exception of consequential damages, ICAM will protect the Customer from, and reimburse the Customer for any costs and losses
resulting from proof of such allegations, provided Customer is not in breach of this Agreement.

ICAM warrants for a period of ninety (90) days that the software will perform the functions and operate in the manner described in the user
documentation provided by ICAM and ICAM retains the right to modify either the software or user documentation to maintain compatibility.

The express warranties set forth in this Agreement are in lieu of all other warranties either legal or conventional, expressed, or implied,
including without limitation, any warranties of merchantability or fitness for a particular purpose and all such other warranties are hereby
disclaimed and excluded by ICAM

Unless otherwise agreed in writing by ICAM in a separate agreement such as the Software Program Maintenance And Support
Agreement, Customer accepts that ICAM may release updated versions of the Product(s) to which customer will have no rights. For those
customers without a Maintenance and Support Agreement in effect, any maintenance or technical requests regarding their license (such as
license transfers, updates, media, documentation) will be subject to additional charges or license transfer fees according to ICAM's
prevailing rates.

ICAM warrants that the Software will perform as specified in the Software documentation, but does not warrant that it will meet any
particular needs, be trouble free or that all problems will be fixed.

Customer agrees that the extent of ICAM's liability to the Customer, is limited to the amount paid by the Customer to ICAM for the
Software.

Customer agrees that his rights to make any claim against ICAM will be lost should the Customer not meet any
of his obligations in this Agreement. Customer further agrees that any claim against ICAM will be made within
the thirty (30) days which follow Customer's receipt of the Software.
Customer agrees that the Software and this License to use the Software is non-transferable and that their sale, Sub-License, loan or donation
is strictly prohibited without written permission from ICAM.

This Agreement supersedes all prior discussions, representations, understandings, or Agreements between the Customer and ICAM with
respect to this subject matter. It is agreed and understood that at the option of ICAM, the laws of the State of Florida, U.S.A. or the Province
of Quebec, Canada will govern the interpretation of this Agreement.

The parties to the present hereby confirm that they have requested that this Agreement and all future communications and
correspondence be drawn up in the English language.

Les parties aux presentes reconnaissent que chacune d'elle a exige que cette convention et toutes les communications et correspondence
soient redigees en anglais.

Licensed Computer/CPU and installation site information is as specified in attached Customer Site Information Sheet.

Temporary License Expiration Date (if Applicable) ___________________________________

Software Licensed under this agreement are identified as follows:

Product Name Media Security Documentation Temporary Paid-Up Customer ICAM

Lock Initials Initials
IN WITNESS WHEREOF, the parties each has caused this Agreement to be executed on its behalf by a duly authorized officer (president,
vice-president, secretary, or treasurer) as of the date and year hereunder written;

SIGNED for and on behalf of: CUSTOMER

ICAM TECHNOLGIES CORPORATION Company:

21500 Nassr Street Address:

Sainte-Anne-de-Bellevue, Quebec

Canada H9X 4C1

Tel: (514) 697-8033 Tel:

Fax: (514) 697-8621 Fax:

By: By:

John Nassr
(Name in Print) (Name in Print)

Title: President Title:

Dated at : Sainte-Anne-de-Bellevue Dated at :

this _____ day of __________20_____ . this _____ day of __________20_____ .