Kennelsource has developed and is in the business of marketing, distributing and selling (i) a web-based software technology solution known as Pawtracker™ (the "Software" or "Pawtracker™") and (ii) certain additional services including but not limited to, training, installation, service, maintenance and web development (the "Ancillary Services") to the pet care industry . The parties intend to establish the terms and conditions that shall govern the license of Pawtracker™ to Customer in accordance with this Agreement. In consideration of the foregoing and the mutual covenants, promises and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties do hereby agree as follows:

1. PAWTRACKER™ LICENSE GRANT

1.1 Grant. Kennelsource hereby grants to Customer, and Customer hereby accepts from Kennelsource a limited, revocable, non?transferable, and non?exclusive license to use Pawtracker™ for the Term of this Agreement (the "License"). The Software will be hosted, served and executed solely by a server owned by or under the direct supervision of Kennelsource. Customer shall not receive a copy of the Software, nor have any other rights to the Software other than those specified herein. The License is specifically for Pawtracker™ and includes the modules set forth on Exhibit 1.1, together with any patches, revisions, bug fixes and error corrections that, in Kennelsource's judgment, are to be contained within Pawtracker™. Nothing herein shall require Kennelsource to provide access to any Software upgrades or enhancements that are to be contained in subsequent versions of Pawtracker™ and for which Kennelsource may charge additional set-up or license fees.

1.2 Scope of License. While Pawtracker™ may be accessed by Customer remotely from any location in the world that has internet access, the License is limited to use by the Customer for business transacted at a single physical location only and extends to 4 concurrent users per location (the "Customer Personnel"). Any business transacted at any additional locations or for additional Customer Personnel will require the payment to Kennelsource of an additional fee. Customer shall use the Software solely and exclusively for its own purposes and shall not, without the prior written consent of Kennelsource, either allow any third party, person, firm or corporation to use the Software or itself use the Software on behalf of any such third party. Notwithstanding the foregoing, any clients of Customer that have information entered into the Software and stored on Kennelsource's servers may have full access to their information without the prior written consent of Kennelsource in raw database form. The License shall extend to the use of the software in object code only. Customer shall not, and shall not permit Customer Personnel to, modify, translate, decompile, nor create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Software supplied hereunder, or adopt the Software in any way or for use to create a derivative work. Customer shall not, and shall not permit Customer Personnel to use, reproduce, sublicense, distribute or dispose of the Software, in whole or in part, except as expressly permitted under this Agreement. Except as expressly provided herein, Customer shall make no other use of the Software.

2. SERVICES

Details of the Ancillary Services that Kennelsource has agreed to provide hereunder are as set forth in Exhibit 2 (the "Ancillary Services").

3. FEES AND PAYMENT TERMS

3.1 License and Services Fee. Customer shall pay Kennelsource the license fees (the "License Fees") and fees for Ancillary Services as set forth in Exhibit 3.1. In addition, Kennelsource will bill client for reasonable travel, lodging, meal and shipping expenses related to the provision of Ancillary Services by hereunder. Kennelsource reserves the right to increase the prices set forth in Exhibit 3 by written notice to Customer not less than thirty (30) days prior to the end of any Term.

3.2 Payment Terms. Payments shall be made to Kennelsource on terms of Net 15 days from the date of invoice. Kennelsource reserves the right to impose a late payment charge of one and one-half percent (1-1/2%) per month, but not in excess of the lawful maximum on any past due balance in the event Customer shall fail to pay any charges within thirty (30) days after the same are due.

4. TERM AND TERMINATION 4.1 Term of Agreement. The "Effective Date" of this Agreement is the date it is accepted by an authorized representative of Kennelsource and, unless terminated in accordance with the termination provisions provided herein, shall continue for a period of twelve (12) months. Following the initial term, unless written notice of intent not to renew is provided by either party at least sixty (60) days prior to the scheduled expiration date of the then current term, this Agreement shall be automatically renewed on an annual basis for additional successive one (1) year terms (the initial term and each successive one (1) year term being referred to herein as a "Term").

4.2 Termination. This Agreement may be terminated immediately by Kennelsource in the event that: (a) Customer does not pay Kennelsource within sixty (60) days from the date that any payments are due hereunder; (c) Customer otherwise materially breaches the terms of this Agreement, and such breach is not cured within thirty (30) days after written notice of such breach is given by Kennelsource; (c) Customer breaches the license, intellectual property or confidentiality and non-disclosure provisions of this Agreement; or (d) Customer ceases to be actively engaged in business, commences dissolution or liquidation proceedings, files a petition for protection from creditors under the United States Bankruptcy Code, or seeks similar relief under state statute.

4.3 Effect of Termination. Upon termination of this Agreement, Customer and Kennelsource agree that Kennelsource shall have the right to terminate Customer's access to Pawtracker™ on thirty (30) days notice and Kennelsource will use its reasonable efforts to return all Customer data in Kennelsource's possession or on its servers in raw database format within 60 days. Kennelsource shall not be liable to Customer for any damages or compensation resulting from the termination of this Agreement, including, without limitation, the loss of present or prospective customers, sales or profits, nor shall Kennelsource be liable for expenditures, investments or commitments of Customer that are necessitated by the termination of this Agreement. Customer shall remain obligated for the payment for Software or Ancillary Services already provided hereunder.

5. DUTIES AND RESPONSIBILITIES OF KENNELSOURCE AND CUSTOMER

5.1 Deliverables. Upon the Effective Date, Kennelsource shall provide Customer with access to Pawtracker™, along with any relevant Software documentation, necessary for training selected Customer personnel in the application, use and maintenance of the Software. During the term of this Agreement, Kennelsource shall maintain the Software and Software documentation, and shall provide Customer with access to all software improvements, revisions, bug fixes and error corrections that, in Kennelsource's judgment, are to be contained within Pawtracker™. Nothing herein shall require Kennelsource to provide access to any Software upgrades or enhancements that are to be contained in subsequent versions of Pawtracker™ and for which Kennelsource may charge additional set-up or license fees.

5.2 Ancillary Services. Kennelsource agrees to provide the Ancillary Services set forth on Exhibit 2 in a timely and professional manner as set forth in such Exhibit.

5.3 Data Transmission; Security. While Kennelsource will provide SSL capable secured transfer of information, Customer acknowledges that data will be transmitted over third party public utility communications lines which are wholly beyond the control and responsibility of Kennelsource. If these communication lines are not functional or malfunctioning, for any reason, the data files may not accurately be transmitted to or from the Customer. Kennelsource shall have no responsible for the reliability of Kennelsource's or Customer's internet connection, the operation of such third party communication lines or for the security of the information transmitted over such lines.

5.4 Data Storage.

(a) Kennelsource will store all Customer information on its own servers or those of a reputable data storage company will backup such information nightly and will use reasonable efforts to prevent the loss or destruction of such information. Nevertheless, Kennelsource makes no guaranty that the systems Kennelsource has in place will avert, avoid or prevent the loss of Customer files, data or information due to any combination of fire, natural disaster or human error or any other cause. In addition, Customer shall be solely responsible for any consequences arising out of Customer's failure to maintain the confidentiality of Customer's password(s). Customer will notify Kennelsource immediately of any unauthorized use or other breach in security of Customer's password(s).

(b) Customer will comply with all regulations, policies and procedures of the networks through which Customer accesses and uses the Software. Customer agrees that it will not (i) use the Software or data storage of Kennelsource for any illegal purposes, (ii) access or attempt to access any service account of Kennelsource for which Customer has no access authorization, (ii) not use the data storage components of the services to store, retrieve, transmit or view any file, data, image or program that contains (A) any illegal pictures, materials or information, (B) any harassing, libelous, abusive, threatening, harmful, vulgar, pornographic, obscene or otherwise objectionable material of any kind or nature, (C) any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation, (D) any code or material that violates the intellectual property rights of others, or (E) any viruses, worms, 'Trojan horses' or any other similar contaminating or destructive features.

6. INTELLECTUAL PROPERTY

6.1 Software. Customer recognizes the ownership rights of Kennelsource to the Software and any related patents, unpatented technology and know?how, copyrights, mask works, trademarks, service marks, trade names, symbols, logos and any variants thereof, including any modifications or variations thereof that arise out of Customers use of the Software hereunder (the "Kennelsource Intellectual Property"). Customer hereby irrevocable transfers to Kennelsource all right, title and interest in any such Kennelsource Intellectual Property. Customer also acknowledges and agrees that all tangible objects containing or relating to the Software are the sole and exclusive property of Kennelsource. Customer shall not attempt to register any of the Kennelsource Intellectual Property, or any variation thereof. Customer agrees that upon expiration or termination of this Agreement, it shall discontinue the use of any Kennelsource Intellectual Property without demand or judicial order to that effect.

6.2 Customization. Client agrees that all designs, plans, reports, manuals, specifications, drawings, schematics, prototypes, models, inventions, software code and all other information and materials made during the course of this Agreement arising from software customization shall be and are assigned to Kennelsource. Kennelsource shall have the right to resell, reuse, and redistribute any and all software code that Kennelsource develops.

7. CONFIDENTIALITY AND NON-DISCLOSURE

7.1 Confidential Information. Customer hereby acknowledges the confidential nature and proprietary rights of Kennelsource in and to the contents of this Agreement, the Software and all computer programs, manuals, identifying symbols and other information, material and data owned by Kennelsource to which Customer shall have access now or hereafter (the "Confidential Information"). Customer further acknowledges that the Confidential Information constitutes a trade secret, and that as such the Confidential Information involves processes and compilations of information which are secret, confidential and not generally known to the public and which are the product of Kennelsource's own expenditure of time, effort, money and creative skills.

7.2 Use of Confidential Information. Customer hereby acknowledges and agrees that the Confidential Information, and the use of the Software is furnished to Customer and the Customer Personnel on a confidential and secret basis for the sole and exclusive use of Customer. Customer, on behalf of itself and its affiliates, subsidiaries, employees, agents and independent contractors, agree that it will not use, publish, disclose or otherwise divulge to any person, except licensed Customer Personnel, at any time, either during or after the termination of this Agreement, nor permit its officers or employees to so divulge any such Confidential Information, without the prior written consent of an officer of Kennelsource. Customer agrees to employ all necessary safeguards in order to ensure that the Confidential Information is protected with at least the same degree of care that Customer uses to protect its own information of like nature.

7.3 Permitted Uses and Disclosure. Customer is permitted to use or reproduce the normal final output reports of the Software that contain information of Customer in connection with the everyday operation of Customer's business. If required by order of governmental or judicial body, Customer may release such Confidential Information as may be required by the final, non-appealable order of a governmental or judicial body of competent jurisdiction; provided that Customer shall use its best efforts to prevent information required to be protected by this Agreement from becoming a part of the public domain.

7.4 Customer Information. Kennelsource, on behalf of itself and its affiliates, subsidiaries, employees, agents and independent contractors, agrees that it will not disclose or sell to others any technical data, accounting data or proprietary information or confidential business information of Customer that is in Kennelsource's possession, without prior written consent of Customer.

8. WARRANTY AND REMEDY

8.1 Software License Warranty. Kennelsource warrants that the Software obtained hereunder will substantially conform to the specifications provided to Customer by Kennelsource. EXCEPT AS PROVIDED HEREIN, KENNELSOURCE PROVIDES THE SOFTWARE "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND SUCH SOFTWARE LICENSE WARRANTY IS FOR THE BENEFIT AND APPLIES ONLY TO THE CUSTOMER. KENNELSOURCE DOES NOT WARRANT THAT THE SOFTWARE (A) WILL MEET ALL OF THE REQUIREMENTS OF CUSTOMER, (B) THAT THE OPERATION OF THE SOFTWARE WILL BE TIMELY, UNINTERRUPTED, VIRUSE FREE OR ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED OR (C) THAT THE DATA AND FILES CUSTOMER STORES ON KENNELSOURCE'S OR ITS CONTRACTOR'S SERVERS WILL NOT BE LOST OR DAMAGED.

8.2 Remedy. The sole remedies for any breach of the warranties shall be for Kennelsource to provide an analysis of the problem and provide a workable solution. Customer agrees to pay Kennelsource's then current charges for analysis and efforts to obtain a workable solution or to refund the License Fee paid by Customer for the Software within a commercially reasonable time. Any attempts at customization or modification to the Software by Customer shall void Kennelsource's warranty obligations. Kennelsource's warranty obligations hereunder are contingent upon Customer's proper use and maintenance and are limited to Software problems in which Kennelsource determines that nonconformance with its specifications by Customer did not significantly affect software performance. THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE WARRANTY CONTAINED HEREIN AND IS IN LIEU OF ANY AND ALL OTHER REMEDIES WHICH MAY BE AVAILABLE TO CUSTOMER AND STATES THE ENTIRE LIABILITY OF KENNELSOURCE.

9. LIMITATION OF LIABILITY

KENNELSOURCE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, LOSS OF GOODWILL, LOSS OF USE OF THE SOFTWARE OR ANY ASSOCIATED PRODUCTS, SERVICES OR SOFTWARE, OR COST OF SUBSTITUTE SOFTWARE OR SERVICES WHICH ARISE OUT THE USE OF THE SOFTWARE OR ANCILLARY SERVICES OR THE PERFORMANCE OR FAILURE TO PERFORM ANY OBLIGATION CONTAINED WITHIN THIS AGREEMENT, WHETHER THE CLAIM FOR DAMAGES IS BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF KENNELSOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR SUCH DAMAGES COULD HAVE REASONABLY BEEN FORESEEN. IN NO EVENT SHALL KENNELSOURCE'S MAXIMUM, CUMULATIVE LIABILITY TO CUSTOMER FOR ALL CLAIMS FOR DAMAGES RELATING TO KENNELSOURCE'S PERFORMANCE OR NON?PERFORMANCE UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID TO KENNELSOURCE BY CUSTOMER DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS OF THIS AGREEMENT. CUSTOMER ACKNOWLEDGE THAT KENNELSOURCE HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

10. INDEMNIFICATION

Kennelsource shall indemnify, hold harmless and defend Customer against any action brought against Customer to the extent that such action is based upon a claim that the Software, when used in accordance with this Agreement, infringes a United States copyright and Kennelsource shall pay all costs, settlements and damages finally awarded; provided that (i) Customer notifies Kennelsource in writing of any such claim within thirty (30) days, (ii) gives Kennelsource the sole control of the defense and settlement of such claim and (iii) provides reasonable assistance with the defense thereof. If the Software is finally adjudicated to infringe the copyright of any third party, Kennelsource shall, at its option (A) procure for Customer any licenses necessary to continue using the Software (B) modify or replace the Software to make it non-infringing or (C) refund the License Fee paid, pro-rated for the periods of uninterrupted use by Customer. THE FOREGOING CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY RELATING TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT OR OTHER PROPRIETARY RIGHT BY THE SOFTWARE AND IS IN LIEU OF ANY AND ALL OTHER REMEDIES WHICH MAY BE AVAILABLE TO CUSTOMER AND STATES THE ENTIRE LIABILITY OF KENNELSOURCE.

11. EXPORT

Customer may not enter into any contract or arrange for the export of any product herein without the express written consent of a Kennelsource officer. Customer agrees to comply with the United States Export Administration Act of 1979 as amended (the "ACT"), with the Export Administration Regulations ("EAR") promulgated from time to time there under by the United States Department of Commerce ("DOC") and any other statute or regulation promulgated by the United States government regarding the export and re?export of Software. In addition to any other indemnity under this Agreement, Customer shall indemnify and hold Kennelsource harmless from and against any and all claims, damages and liabilities asserted by any person or entity against Kennelsource connected directly or indirectly from a breach of this section by Customer and its respective affiliates, subsidiaries, employees, agents and independent contractors. Customer's indemnification under this Section shall include the payment of all reasonable attorney's fees and other costs incurred by Kennelsource.

12. MISCELLANEOUS TERMS AND CONDITIONS

12.1 Assignment. Customer shall not assign, delegate or otherwise transfer (by contract, operation of law or otherwise) its rights or obligations under this Agreement without the prior written consent of Kennelsource. Kennelsource shall be entitled to assign its rights and obligations hereunder to its successor, by merger, operation of law, or otherwise, or to an entity that acquires more than fifty percent (50%) of its stock or assets.

12.2 Entire Agreement. This Agreement, including the Exhibits hereto, sets forth the entire agreement and understanding between the parties as to the subject matter hereof, and supersedes all previous written and oral agreements between the parties, and merges all prior discussions between them. This Agreement may not be modified except by a writing signed by a duly authorized representative of both parties.

12.3 Force Majeure. Kennelsource shall not be considered in default in performance of its obligations hereunder if performance of such obligations is prevented or delayed by acts of God or government, labor disputes, failure or delay of transportation, interruption of or delay in the internet, unavailability of or delay in telecommunications or third party services, inability to obtain supplies or power used in or equipment need for the provision of services, or any other similar cause or causes beyond the reasonable control of Kennelsource.

12.4 Arbitration. Except with respect to any claim of Kennelsource for injunctive relief, any controversy or claim arising out of or relating to this Agreement or breach thereof shall be submitted to arbitration by giving written notice to that effect to the other party. Within ten (10) days after delivery of such written notice, each party shall designate one arbitrator. The two arbitrators so named shall designate a third arbitrator. The arbitration shall be conducted in accordance with the then prevailing rules of the American Arbitration Association. The arbitration shall be conducted in Chicago, Illinois unless an alternate location is selected by unanimous agreement of the parties hereto.

12.5 Injunctive Relief. In the event of a breach or threatened breach of any of the provisions hereof, Kennelsource and Customer agree that Kennelsource may not have an adequate remedy at law. Accordingly, Kennelsource shall be entitled to preliminary and permanent injunctive relief, without any requirement to post bond as a condition of such relief, in addition to any other remedies available at law or in equity.

12.6 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Illinois without regard to the conflict of laws principals thereof. In the event Kennelsource seeks to obtain injunctive relief of any kind to protect its rights hereunder, then the parties consent to the jurisdiction of the State of Illinois, and designate the federal and state courts of Cook County for venue purposes.

12.7 Notification. All notices, requests and demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made, and received only: (i) upon delivery, if delivered personally to a party; (ii) on the first business day after the date of dispatch, if by facsimile transmission; (iii) one (1) business day after deposit if delivered to a nationally recognized courier service offering guaranteed overnight delivery; or (iv) three (3) business days after having been deposited in the U.S. mails, certified mail, postage prepaid, return receipt requested. All notices shall be sent to the attention of the individuals that have executed this Agreement at the address set forth in the introductory paragraph.

12.8 Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, provided such provisions still express the intent of the parties. If the intent of the parties cannot be preserved, the Agreement shall either be renegotiated or rendered null and void.

12.9 Waiver. No waiver by Kennelsource of any default shall operate as a waiver of any other default or of the same default on a future occasion. No delay, course of dealing or omission on the part of Kennelsource in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Kennelsource of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

12.10 Independent Contractor. Kennelsource and Customer agree that each party is an independent contractor with respect to the other and that nothing herein shall create an express or implied agency relationship, joint venture, partnership or other like arrangement between the parties. Neither party has the right or the authority to assume or create any obligation or responsibility on behalf of the other party.

12.11 Survival. The obligations and provisions contained in Sections 4,6, 7, 9 and 12 shall survive the expiration or termination of this Agreement.

12.12 Electronic Authentication. Pursuant to the Electronic Signatures in Global and National Commerce Act ("E-Sign"), but notwithstanding any applicable Illinois statute, regulation, or other rule of law, including enactment of the Uniform Electronic Transactions Act ("UETA"), any affirmative act of Customer indicating acceptance of the terms and conditions contained herein conveyed by means of a digital signature, electronic mail, internet communication or other similar authentication (hereinafter "Electronic Authentication") shall be fully valid, binding and enforceable against Customer, and is conveyed with the full power and authority to make the representations and warranties contained herein. Customer hereby waives any defense of unenforceability of this Agreement based solely on the existence of this Agreement or its endorsement in electronic form.

IN WITNESS WHEREOF, this Agreement was entered into as of the day and year it was signed by an authorized representative of each party.