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LICENSE AGREEMENT This License Agreement ("Agreement") is made this 8 day of September, 2010 by and between brokerDot, LLC ("LICENSOR") and ("Licensee"). Intending to be legally bound, Licensor and Licensee agree as follows: LICENSING AGREEMENT A. Licensor is the owner and developer of certain unique and proprietary web-based technology and online property portfolio and client management system known as “ReportingBroker.com” in written and electronic documents, consisting of information, inventions, know-how, trade secrets, designs, diagrams, specifications, modifications, enhancements, new versions, new releases, property, materials, methods of operation, passwords, schematics, data bases, software, source code and object code including, but not limited to, embodiments in hardware, prototypes, designs and documentation (“Licensed Technology”). B. Licensee is currently under an existing License Agreement with Licensor. Licensee desires to enter into this Agreement for the consideration set forth below (“Prior License Agreement”). Statement of Agreement In consideration for Licensor’s suspension of its increase in the Monthly License Fee to Licensee set forth on Exhibit A attached hereto and incorporated herein by reference (“Exhibit A”) and the mutual promises and covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Agreement (jointly the “Parties” and individually the “Party”) do agree as follows: 1. Grant and Scope of License. Subject to Licensee’s performance of all provisions of this Agreement, Licensor grants to Licensee a revocable, non-exclusive, non-transferable, and non-assignable license to use internally the Licensed Technology at the Licensee’s principal place of business (“Designated Site”) by no more than two (2) log-in users, without the right to sublicense during the term of this Agreement (the “License”). Licensee will provide Licensor and its employees and technical support and other confidential and proprietary information that is necessary for Licensor to fulfill its obligations under this Agreement. Licensor shall not be required to provide any upgrades, modifications, or enhancements to the Licensed Technology. 2. Scope of Use. The Licensed Technology shall be used only by Licensee’s and/or employees and having a specific need to know the Licensed Technology solely for the purposes of performing assignments for Licensee. All employees, agents, officers, directors, members, investors and creditors shall, in all respects, comply with the terms and conditions of this Agreement. Licensee, Licensee’s affiliates, its employees, agents, officers, directors, members, investors and creditors shall not use or share the Licensed Technology for any other purpose, with any other party, in part or in whole, without Licensor’s prior, written consent. Licensee shall maintain records identifying the specific users who have used the Licensed Technology and shall make copies of such records available to Licensor at Licensor’s request. Licensee shall not permit any third party to use the Licensed Technology without Licensor’s prior, written consent. 3. Restrictions. Only Licensor shall have the right to alter, enhance or otherwise modify the Licensed Technology. Notwithstanding the License granted in Section 1, Licensee shall not directly or indirectly: (a) Integrate or incorporate the Licensed Technology into any other products or materials and/or adapt, implement or otherwise exploit the Licensed Technology to develop, create, produce, sell or distribute any products or things; (b) Prepare, develop, make or have made, sell or otherwise distribute any derivative works based upon the Licensed Technology; (c) Modify, reconstruct, alter, enhance, extract, merge, re-analyze or reverse engineer any portions of the Licensed Technology; (d) Take any action that would cause the Licensed Technology to be placed in the public domain; and (e) Distribute, lend, rent, transfer, convey or grant any sublicense, lease, or other rights to any third-party user including subsidiary users of the Licensed Technology. 4. Copying. Licensee shall not copy the Licensed Technology, in whole or in part. Licensee shall be responsible for its own data storage, back up, security, and retrieval. 5. Other Agreements. Internal use of the Licensed Technology will be further governed by the terms and conditions of the Non-Disclosure and Confidentiality Agreement attached hereto as Exhibit B and incorporated herein by reference (“Non-Disclosure Agreement”). In the event there is a conflict between the terms of the Non-Disclosure Agreement and this Agreement, the terms of this Agreement shall prevail. 6. Proprietary Rights. (a) Licensor’s Rights. Title to the Licensed Technology shall always remain with Licensor, and Licensee shall not acquire any interest therein except the limited right to use the Licensed Technology pursuant to this Agreement. The Parties agree that Licensor shall solely own and have exclusive worldwide right, title and interest in and to the Licensed Technology, and to all modifications, enhancements and derivative works thereof, and in all Intellectual Property Rights (as defined in Section 6(g) below), related to or derived from the Licensed Technology. Licensee shall not challenge, contest, or otherwise impair Licensor’s ownership of the Licensed Technology or the validity or enforceability of Licensor’s Intellectual Property Rights; (b) Use of Licensor’s Name. Licensee shall not use any trade name, corporate name, business name, trademark or service mark of Licensor, or any confusingly similar mark or name in connection with the advertising, marketing, sale, or distribution of the Content as defined in Section 6(f) below; (c) Proprietary Notices. Licensee shall not remove, alter or render illegible patent or other proprietary notices of Licensor that are included in any of the materials regarding the Licensed Technology that Licensor provides to Licensee. Additionally, upon Licensor’s request, Licensee shall affix to the product packaging, labels, containers, advertising and promotional materials regarding the content, any appropriate patent or other intellectual property notices or any proprietary markings specified by Licensor; (d) Infringement. Licensee agrees to notify Licensor of any conduct or actions on the part of third parties which it deems to be an infringement or other violations of the Licensed Technology. In such event, Licensor shall have the right to bring an action for infringement or other appropriate action with respect thereto. Licensor shall exclusively control the prosecution or settlement of any such action, and shall bring such action in nature of Licensor, only or in the name of both Licensor and Licensee at Licensor’s option; (e) Rights Reserved. Any right not expressly granted to Licensee by this Agreement is hereby expressly reserved to Licensor; (f) Content. Licensor shall retain title of and rights to any proprietary rights with respect to any Content produced through and under the Licensed Technology. Content shall mean “public listing data” made available or displayed through the Licensed Technology relating to available real properties, buildings, and/or office space for sale, lease, license, “like-kind exchange” and/or option (“Content”). Licensor may aggregate, reproduce, publish, and /or distribute the Content in any medium, in any location, and at any time; and (g) Intellectual Property Rights. The term “Intellectual Property Rights” means all, including proprietary and non-proprietary rights, United States and worldwide patents, trademarks, service marks, trade names, trade dress, logos, copyrights, rights of authorship, Inventions (as defined in the Non-Disclosure Agreement) and Licensor’s Inventions, moral rights, rights, trade secrets, rights of publicity, privacy and/or defamation, rights under unfair competition and unfair trade practices laws, and other intellectual and industrial rights related thereto. 7. Fees. (a) Monthly Fee. In consideration of the License, Licensee shall pay to Licensor a monthly licensing fee set forth on Exhibit A (“Monthly Licensing Fee”); (b) Payment. The Monthly Licensing Fees shall be paid each month no later than the first day of the month as set forth on Exhibit A. Licensee may prepay Monthly Licensee Fees; (c) Other Fees. Other consulting or development fees, such as for customizations to the Licensed Technology beyond that described in Exhibit A, if desired, will be discussed and negotiated in writing with Licensor or its designated agent on a project-by-project basis. Fees for such approved projects and any routine, pre-approved, out-of-pocket expenses will be billed by Licensor or its designated agent at the end of the project’s completion with payment of each such correct invoice due thirty (30) days after the date of receipt of the invoice; and (d) Reservation. Licensor reserves the right to change the Monthly License Fee upon sixty (60) days written notice to Licensee. 8. Consulting by Licensor. Licensor, or its designated web host 3Verb LLC, or such other web host as Licensor may use in its sole discretion (“Web Host”) shall provide Licensee with consulting services and technical support to Licensee attached hereto as Exhibit A. 9. No Warranty. Licensee agrees that it acquires the License to the Licensed Technology only. LICENSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, DIRECT OR INDIRECT, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER INCLUDING, WITHOUT LIMITATION, THE DESIGN, CAPACITY, MATERIAL, WORKMANSHIP, OPERATION, CONDITION, CONFORMITY WITH ANY SPECIFICATIONS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, HIDDEN OR LATENT DEFECT, OR AS TO ANY PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT WITH RESPECT TO THE LICENSED TECHNOLOGY. LICENSEE ACKNOWLEDGES THAT (1) LICENSEE SELECTED THE LICENSED TECHNOLOGY WITHOUT RELIANCE ON LICENSOR, (2) THE LICENSED TECHNOLOGY IS LICENSED FROM LICENSOR “AS-IS”. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED TECHNOLOGY WILL MEET ANY REQUIREMENTS OR NEEDS LICENSEE MAY HAVE, OR THAT THE LICENSED TECHNOLOGY WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE LICENSED TECHNOLOGY ARE COMPATIBLE WITH ANY PARTICULAR FLATFORM. 10. Other Rights and Agreements. Licensee agrees that Licensor can make reasonable reference that Licensee is a licensed user of ReportingBroker.com for the purpose of marketing. 11. Indemnification. (a) Licensee agrees to defend, indemnify, and hold Licensor, its directors, officers, employees, agents, and representatives harmless against any claim, action, loss, liability, cost, or expense, including reasonable attorney fees, arising out of the negligent, intentional or unlawful acts of Licensee’s employees, agents, and/or representatives in their use or operation of the Licensed Technology, errors, omissions, or liability arising from Content provided by Licensee to Licensor, and unauthorized copying, reproduction or distribution or use of the Licensed Technology and Content. Licensee shall have the right to control the defense of all such claims, lawsuits and other proceedings. Licensee shall have no liability for any costs incurred by Licensor without Licensee’s prior, written consent. In no event shall Licensor settle any such claim, lawsuit or proceeding without Licensee’s prior, written consent. Licensee’s indemnity hereunder shall not extend to any negligent, intentional, or unlawful acts or omissions by Licensor, its directors, officers, employees, agents or representatives; (b) Licensor agrees to defend, indemnify and hold Licensee, its directors, officers, employees, agents, and representatives harmless against any claim, action, loss, liability or expense, including reasonable attorney fees, arising out of the negligent, intentional or unlawful acts of Licensor personnel, or relating to a claim that any aspect of the Licensed Technology used within the scope of this Agreement, infringes any patents, copyrights, licenses or other property right, provided that Licensor is promptly notified in writing of such claim or claims. Licensor shall not indemnify Licensee for any liability arising from the Content. Licensor shall have the right to control the defense of all such claims, lawsuits and other proceedings. Licensor shall have no liability for any costs incurred by Licensee without Licensor’s prior, written consent. In no event shall Licensee settle any such claim, lawsuit or proceeding without Licensor’s prior, written consent. Licensor shall have no obligation to indemnify Licensee or be otherwise liable to the extent that any such claim of infringement results from Content obtained and used by Licensee, its employees, agents and/or representatives through the use of the Licensed Technology. Moreover, Content and obtaining the right to use Content for Licensee is Licensee’s sole responsibility. In no event shall Licensee settle any above described claim, lawsuit or proceeding without Licensor’s prior, written consent. Licensor’s indemnity hereunder shall not extend to any negligent, intentional, or unlawful acts or omissions by Licensee, its directors, officers, employees, agents or representatives. proceeding without Licensor’s prior, written consent; (c) The rights and obligations under Section 11(a) and (b), and Sections 2, 3, 4, 5, 6, 9 and 13, shall survive any expiration or termination of this Agreement; and (d) Nothing in this Agreement shall affect Licensor’s right to License the Licensed Technology to any other third parties. 12. Non-Disclosure Agreement. Licensee hereby acknowledges and agrees that it has entered into and is performing and will continue to perform a certain Non-Disclosure Agreement. 13. Term and Termination. (a) This Agreement shall become effective on the Effective Date and shall remain in full force and effect for a period of one (1) year, with automatic renewing one (1) year terms, unless terminated earlier pursuant to Section 14(b) below; (b) This Agreement may be terminated by Licensor immediately upon Licensee’s failure to comply with this Agreement. Licensor may terminate this Agreement, with or without cause, by thirty (30) days written notice to the other Party. Licensee may terminate this Agreement upon thirty (30) days written notice to Licensor. Should Licensee terminate this Agreement, Licensee shall contemporaneously pay in full all costs and fees set forth in Exhibit A accrued and to be accrued by Licensor, through the effective date of termination, as well as an early termination fee equal to two (2) months of the then-current Monthly Fee. Licensee shall return all information sent to Licensee or its designated agent, without retaining copies and shall have an authorized representative certify in writing to Licensor and Web Host that Licensee has returned all of Licensor’s information. No termination of this Agreement, however effectuated, shall release the Parties from their rights and obligations accrued prior to the Effective Date of termination; and (c) The termination of this Agreement shall automatically and without further action by Licensor terminate and extinguish the License. The Parties agree that upon termination of this Agreement, Licensor shall be entitled to remove Licensee’s information and Content from ReportingBroker.com. 14. Default; Remedies. (a) Licensee shall be in default (a “Default”) if, with respect to this Agreement: (i) Licensor has not received payments due under this Agreement within ten (10) days after its due date; (ii) Licensee violates any other term of this Agreement; (iii) Licensee violates the terms of any license or agreement for the Licensed Technology; (iv) Licensee becomes insolvent, is liquidated or dissolved, merges, transfers substantially all of its assets or stock, stops doing business or assigns its rights or property for the benefit of creditors; (v) A petition is filed by or against Licensee under Title 11 of the United States Code or any successor or similar law; or (vi) Licensee attempts to sell, transfer, encumber, part with possession, or sublet any Licensed Technology. (b) At any time after a Default, Licensor may, in its sole discretion, declare a default under this Agreement, and any other agreement between Licensee (or any affiliate) and Licensor (or its affiliate) and may exercise any or all of the following remedies: (i) Terminate this Agreement immediately; (ii) Provide written notice to Licensee of default; (iii) As liquidated damages for loss of a bargain and not as a penalty, declare due and payable under the entire balance of term of this Agreement; (iv) Licensor has the right to require Licensee to make the Licensed Technology and Confidential Information available to Licensor or its agents during reasonable business hours or to return it to Licensor, or Licensor may repossess the Licensed Technology and Confidential Information, with or without legal process, provided that Licensor shall not breach the peace in so doing. In the event of repossession, Licensor is not required to sell or lease the Licensed Technology in bulk or in individual pieces. If Licensor intends to sell the Licensed Technology, it may do so in a public or private sale. (c) Licensor’s remedies for Default may be exercised instead of or in addition to each other or any other legal equitable remedies. Licensor has the right to set-off any sums received from any source (including insurance proceeds) against Licensee’s obligations under this Agreement. Licensee waives any defense based on statutes of limitations or waiver of rights in actions for damages. Licensor’s waiver of any Default is not a waiver of its rights with respect to a different or later Default. 15. No Rights Granted. Licensee understands and agrees that this Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in the Licensed Technology other than a license. 16. Limitation of Liability. In no event will BrokerDot, LLC be liable to each other or any third party for any incidental or consequential damages (including, without limitation, indirect, special, punitive or exemplary damages for loss of business, loss of profits, business interruption, or loss of business information) arising out of the use of or inability to use the Licensed Technology, or for any claim by any other party, even if the party has been advised of the possibility of such damages. Licensor’s aggregate liability with respect to its obligations under this Agreement or otherwise with respect to the Licensed Technology or otherwise shall not exceed the amount of the fee paid to it under this License Agreement. 17. Injunctive Relief. Each Party recognizes and acknowledges that in the event of a breach or threatened breach by Licensee of this Agreement, money damages would be an inadequate remedy and extremely difficult to measure. Licensee agrees, therefore, that Licensor shall be entitled to an injunction to restrain it from such material breach of threatened material breach in order to prevent irreparable damage or injury or preserve the status quo. Nothing in this Agreement shall be construed as preventing Licensor from pursuing any remedy at law or in equity for any breach or threatened breach by Licensee. 18. Compliance with U.S. Export Law. Licensor’s products, technology, software, and services are controlled by U.S export law. Licensee expressly agrees that it will take reasonable care to ensure that Licensee will not export, re-export or otherwise divert Licensor’s products in violation of any U.S. export control laws or regulations. Any diversion contrary to U.S. export law is strictly prohibited. The terms of the U.N. Convention on Contracts for the International Sale of Goods shall not apply. 19. Assignment. Licensee may not assign or sub-license this Agreement or its rights, duties or obligations hereunder to any person or entity, in whole or in part, without the prior, written consent of the Licensor. Licensor may, without notice to Licensee, assign its interest in this Agreement, its rights to receive payment and other sums due hereunder and its right in the Licensed Technology. If requested, Licensee agrees to acknowledge, in writing, any assignment. Licensee agrees that Licensor retains any and all rights and interests under the Prior License Agreement. 20. Modifications. This Agreement represents the entire agreement between the Parties regarding the licensing of Licensed Technology, and supersedes all prior agreements or understandings between them with respect to the Licensed Technology. All additions or modifications to this Agreement must be made in writing and must be signed by both Parties to be effective. 21. No Agency. This Agreement does not create any agency, joint venture or partnership relationship between the Parties. The Parties are independent contractors, and nothing herein shall be deemed to create any joint venture or partnership relationship between them. Neither Party has the right to bind the other to any obligation, nor have the right to attach liability on behalf of the other. 22. Applicable Law, Exclusive Forum. This Agreement is made under and shall be construed according to, the laws of the State of Ohio, without regard to its conflict of laws principles. The parties agree that all actions or proceedings arising out of or in connection with this Agreement shall be litigated exclusively in the local or federal courts located in the State of Ohio. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified herein. 23. No Waiver. The failure of either Party to insist on strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of that term, covenant or condition, or a waiver of any other term, covenant or condition; nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or for any other times. 24. Electronic Signature. Licensee hereby acknowledges that it may enter into this Agreement through electronic signature and that Licensor has satisfied all requirements of the Electronic Signatures in Global and National Commerce Act 15 U.S.C section 7001 et seq. (“ESIGN”) including but not limited to the “Consumer Consent Provision.” 25. Complete Agreement. This is a complete agreement by the Parties, their heirs, successors and assigns. It may only be writing signed by officers of both Parties. EXHIBIT A MONTHLY LICENSE FEE AND SERVICES A. License Fee. The Monthly License Fee shall be Forty Dollars ($40.00) per month during the term of this Agreement. For each additional log-in user desired by Licensee there shall be an additional Monthly License Fee of Forty Dollars ($40.00) for each employee who will be an additional log-in user at the Designated Site. The Monthly License Fee may be adjusted by Licensor at the end of each term or upon sixty (60) days written notice to Licensee. All Monthly License Fees shall be paid online through the use of a credit card accepted by Licensor. B. Services Provided by Licensor or Web Host. Licensor or the Web Host shall provide the following services to Licensee during the term of this Agreement: (1) Biannual updates to the Licensed Technology; (2) Monthly web hosting services; (3) Five (5) telephone contacts for technical support each month; and (4) Unlimited online support.

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