This Agreement is made between MAOSCO Limited, a company incorporated under the laws of England (registered number 3290642) whose registered office is at St Andrews House, Kelvin Close, The Links, Brichwood, Warrington, WA3 7PB, England (MAOSCO) and the Licensee.

IT IS AGREED as follows:

1. GRANT AND EXTENT OF LICENCE
(1) In consideration of the mutual covenants and undertakings contained in this Agreement and subject to the terms of this Agreement, MAOSCO grants to the Licensee and each of its Affiliates (for so long as it remains an Affiliate of the Licensee), and the Licensee accepts from MAOSCO, a non-exclusive, world-wide licence to use the Licensed Rights and the MULTOS Developer Documents for the sole purpose of developing, using, exploiting, improving and maintaining one or more MULTOS Applications and tools for the development of MULTOS Applications. For the avoidance of doubt, neither the Licensee nor any of its Affiliates shall be entitled, under this Agreement, to use the Licensed Rights and the MULTOS Developer Documents (a) to develop MULTOS Implementations or (b) for any purpose other than as specifically authorised under this subclause.
(2) The rights granted by MAOSCO to Affiliates of the Licensee under subclause (1) shall only apply to those Affiliates of the Licensee whose name and principal place of business have been notified in writing, physically or electronically, to MAOSCO (each an "Authorised Affiliate"). The Licensee undertakes to ensure that each Authorised Affiliate is aware of the extent of the Licensee's rights and the Licensee's obligations under this Agreement and shall procure that each Authorised Affiliate observes those rights and obligations. The Licensee shall assume responsibility for any breach by an Authorised Affiliate of the terms of this Agreement and any such breach shall be deemed to be a breach by the Licensee.
(3) Other than the Licensed Rights, any Intellectual Property subsisting in any MULTOS Application developed by the Licensee or any of its Affiliates pursuant to subclause (1) shall, as between MAOSCO and the Licensee, vest in the Licensee ("Licensee MULTOS Intellectual Property"). The parties acknowledge that the MULTOS Developer Documents are intended to be an industry standard. The Licensee covenants not to sue, and shall procure that its Affiliates shall not sue, StepNexus, MAOSCO (or any of its sublicensees) with respect to the use, for any purpose, of the Licensee MULTOS Intellectual Property in relation to any MULTOS Application or MULTOS Implementation to the extent that the Licensee MULTOS Intellectual Property is comprised or incorporated in the MULTOS Developer Documents.

2. CRYPTOGRAPHIC CERTIFICATION
(1) The Licensee acknowledges that:
(a) the MULTOS Card issuer will be required to obtain MULTOS Application load and MULTOS Application delete certificates from MAOSCO and to pay to MAOSCO a fee (to be determined by MAOSCO) in respect of each loading onto, and each deletion from, a MULTOS Card of a MULTOS Application although the MULTOS Applications will not be required to be submitted to MAOSCO;
(b) the cryptographic certification process enables the MULTOS Card issuer to control which MULTOS Applications are loaded onto its MULTOS Cards;
(c) the cryptographic certificate may also determine whether MULTOS Applications shall be able to call certain cryptographic functions from the relevant MULTOS Implementation;
(d) the cryptographic certification process is not a quality control process for MULTOS Applications and that it will remain the MULTOS Card issuer's responsibility to ensure that (i) MULTOS Applications meet its requirements and quality standards and (ii) any territorial specific commercial cryptographic licensing requirements have been fulfilled;
(e) legislation in certain jurisdictions restricts the use of some cryptographic functions and, therefore, MULTOS Card issuers and the Licensee may be required to demonstrate to MAOSCO that they have received approval from the appropriate authorities before access to these cryptographic functions will be granted; and
(f) the MULTOS Card issuer shall contact the MULTOS security manager (details of whom are published on the MULTOS website on http://www.MULTOS.com), in order to make arrangements for Cryptographic Certification.
(2) MAOSCO shall have the right to subcontract the performance of Cryptographic Certification to StepNexus or an Affiliate of StepNexus or any other person.

3. LICENSEE'S UNDERTAKINGS
(1) The Licensee undertakes to MAOSCO that it shall:
(a) not alter or modify the whole or any part of the MULTOS Developer Documents; and
(b) not alter, obscure, remove or interfere with all or any, and shall reproduce on all authorised copies all, of the trade marks, trade names, markings or notices affixed to or contained in any part of the MULTOS Developer Documents and shall mark all authorised copies of the MULTOS Developer Documents with those notices or marks or both as may be required by law;
(c) not to disclose all or part of the MULTOS Developer Documents except to the extent expressly permitted by this Agreement.
(2) The Licensee agrees that the use of all copies of the MULTOS Developer Documents is subject to the terms of this Agreement.
(3) The Licensee shall comply with the Specification Management Procedures.

4. MULTOS DEVELOPER DOCUMENTS AND TECHNICAL ASSISTANCE
(1) MAOSCO undertakes to give the Licensee access via website to the MULTOS Developer Documents, with a right to download copies of the MULTOS Developer Documents, for the purposes set out in clause 1(1) as soon as reasonably practicable after MAOSCO has received electronic notification of the Licensee's acceptance of this Agreement.
(2) MAOSCO shall comply with the Specification Management Procedures.
(3) MAOSCO shall, at the reasonable request of the Licensee from time to time, use its reasonable endeavours to assist the Licensee in dealing with any technical problems which have arisen in the Licensee's use of the MULTOS Developer Documents insofar as MAOSCO is able to do so (including, but not limited to, availability of personnel). Such assistance will be provided by e-mail or website only.
(4) If the Licensee requires more assistance than can be provided under clause 4(3), the Licensee should submit a written request for assistance to MAOSCO (by letter, fax or e-mail). The Request should provide details of the nature of the assistance required. If MAOSCO agrees to accept the request MAOSCO's assistance shall be chargeable at its standard rates of charge applicable from time to time. The Licensee shall also reimburse MAOSCO all reasonable expenses incurred by MAOSCO in providing that assistance. Any request for assistance from the Licensee to MAOSCO shall be made only by the designated Licensee's Nominated Representative (or such other person as the Licensee has notified to MAOSCO in accordance with clause 10) to the MULTOS Representative at MAOSCO (details of whom are published on the MULTOS website on http://www.MULTOS.com).

5. PAYMENTS BY LICENSEE TO MAOSCO
(1) The Licensee shall pay to MAOSCO, against issue of a valid VAT invoice, the amount of any VAT chargeable on a supply by MAOSCO to the Licensee and, without limiting that payment, each sum payable by the Licensee under the terms of this Agreement is exclusive of VAT (if any) and is accordingly to be construed as a reference to that sum plus any VAT in respect of it.

6. WARRANTY AND INFRINGEMENT
(1) Each party warrants to the other that it has all requisite corporate power and authority to enter into this Agreement and is fully capable of performing its obligations under this Agreement on the terms provided for in this Agreement.
(2) The Licensee shall promptly inform MAOSCO of any proceedings involving the validity, or any infringement or threatened infringement, of the Licensed Rights and of any unauthorised use of the Licensed Rights or the MULTOS Developer Documents coming to its notice. MAOSCO shall take all action reasonably necessary to prevent the infringement or defend proceedings for revocation or to prevent that unauthorised use, and the Licensee shall, at MAOSCO's request and expense, render all reasonable assistance in connection with that action.
(3) Subject to clause 9, the Licensee shall indemnify MAOSCO and its Affiliates from and against all and any damages, losses, costs, expenses and other liabilities awarded against or incurred by MAOSCO and/or any of its Affiliates as a result of or in connection with any claim or action arising out of or relating to any MULTOS Applications developed by or on behalf of the Licensee including, without limitation, any product liability claim ("Claim"), except to the extent that the Claim (if it is a product liability claim) arises out of any specific product feature or functionality expressly mandated by the MULTOS Developer Documents, provided that:
(a) MAOSCO promptly notifies the Licensee in writing of any Claim of which it has notice;
(b) MAOSCO does not make any admission as to liability or agree to any settlement of or compromise any Claim without the prior written consent of the Licensee which shall not be unreasonably withheld or delayed; and
(c) the Licensee may, at its request and expense, conduct all negotiations and (to the extent legally permissible) litigation, and (to the extent legally permissible) settle all litigation, arising from any Claim and MAOSCO shall, at the Licensee's request and expense, give the Licensee all reasonable assistance in connection with those negotiations and litigation.
(4) NO REPRESENTATION, WARRANTY OR CONDITION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO CONDITION, QUALITY, PERFORMANCE OR FITNESS FOR PURPOSE IS GIVEN OR ASSUMED BY MAOSCO IN RESPECT OF THE MULTOS DEVELOPER DOCUMENTS AND ALL SUCH REPRESENTATIONS, WARRANTIES AND CONDITIONS ARE EXCLUDED SAVE TO THE EXTENT THAT SUCH EXCLUSION IS PROHIBITED BY LAW.

7. TERMINATION
(1) MAOSCO shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement immediately by written notice to the Licensee if the Licensee:
(a) shall have failed to pay, in accordance with the terms of this Agreement, any sum due to MAOSCO under the terms of this Agreement and that sum remains unpaid for 30 days after receiving written notice from MAOSCO that it has not been paid;
(b) is in material breach of any of its obligations under this Agreement and either that breach is incapable of remedy or the Licensee shall have failed to remedy that breach within 30 days after receiving written notice from MAOSCO requiring it to remedy that breach;
(c) challenges the validity of, or MAOSCO's rights in, any of the Licensed Rights provided that compliance by the Licensee of its obligations under clause 6(2) shall not constitute such a challenge; or
(d) becomes insolvent or an order is made or a resolution passed for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of its assets or it enters into or proposes any composition or arrangement with its creditors generally or anything analogous to the foregoing occurs in any applicable jurisdiction.
(2) The Licensee shall have the right to terminate this Agreement immediately by written notice to MAOSCO.
(3) Any termination of this Agreement shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is intended to come into force or continue in force on or after that termination.

8. CONSEQUENCES OF TERMINATION
(1) On termination of this Agreement the Licensee shall, subject to subclause (2), immediately cease all use of the Licensed Rights and the MULTOS Developer Documents.
(2) Within 30 days after the termination of this Agreement the Licensee shall return to MAOSCO or, at MAOSCO's direction, destroy) all documents and materials (whether in tangible or electronic form) supplied by MAOSCO to the Licensee pursuant to this Agreement and/or which contain or disclose any information contained in or relating to the MULTOS Developer Documents) and all copies then in the possession or under the control of the Licensee and shall use its reasonable endeavours to return to MAOSCO any documents and other materials supplied by the Licensee to a third party.
(3) The obligations of the Licensee under clause 1(3) shall survive the termination of this Agreement for whatever reason.

9. LIABILITY
(1) The aggregate liability of MAOSCO and its Affiliates to the Licensee under this Agreement, whether arising under any indemnity or from negligence, breach of contract or otherwise, shall not exceed in aggregate £10,000.
(2) The aggregate liability of the Licensee to MAOSCO and its Affiliates under this Agreement, whether arising under this indemnity or from negligence, breach of contract or otherwise, shall not exceed in aggregate £10,000.
(3) Each party and its Affiliates does not limit its liability for death or personal injury arising from it negligence or that of its employees, agents or sub-contractors.
(4) Each party and its Affiliates shall not be liable to the other party for any indirect or consequential loss or damages including, without limitation, loss of business or profits, whether arising under any indemnity or from negligence, breach of contract or otherwise.
(5) MAOSCO and its Affiliates shall not be liable to the Licensee for any loss or damages, howsoever arising, in relation to any Cryptographic Technology that is not owned by MAOSCO or StepNexus including, without limitation, ECC, RSA, AES and DES encryption technology.
(6) The limitations of liability contained in this clause shall not affect MAOSCO's right to be paid by the Licensee, and the obligations of the Licensee to pay to MAOSCO, the amounts payable to MAOSCO under this Agreement when due.

10. NOTICES
Any notice or other document to be served under this Agreement may be delivered or sent by prepaid first class registered airmail or facsimile process to the party to be served as follows:
(a) to MAOSCO at St Andrews House, Kelvin Close, The Links, Birchwood, Warrington, WA3 7PB; fax no: +44 (0) 1925 882051; marked for the attention of the Company Secretary,
(b) to Licensee at its address and fax number and marked for the attention of the Licensee's Nominated Representative, all identified in the Developer's Licence Agreement electronic registration form, or at any other address or to any other facsimile number or addressee as it may have notified to the other in accordance with this clause.

11. ASSIGNMENT
(1) The Licensee shall not assign, sub-license, transfer, mortgage, charge or part with any of its rights, or sub-contract any of its duties or obligations, under this Agreement provided that the Licensee shall be entitled to sub-license (subject to the terms of this Agreement):
(a) the Licensed Rights and the MULTOS Developer Documents to a contractor, for such contractor to develop MULTOS Applications for the Licensee under the control of the Licensee and for no other purpose; and
(b) the Licensed Rights to customers of the Licensee as end users of the Licensee's MULTOS Applications to the extent that the Licensed Rights subsist in those MULTOS Applications.
(2) Nothing in this Agreement shall preclude the Licensee from entering into any collaborative arrangements for the development and/or exploitation of MULTOS Applications with any person who has entered into an agreement with MAOSCO on substantially the same terms as this Agreement.

12. GENERAL
(1) A waiver (whether express or implied) by one of the parties of any of the provisions of this Agreement or of any breach of or default by the other party in performing any of those provisions shall not constitute a continuing waiver and that waiver shall not prevent the waiving party from subsequently enforcing any of the provisions of this Agreement not waived or from acting on any subsequent breach of or default by the other party under any of the provisions of this Agreement.
(2) Except in relation to the Schedules, any amendment, waiver or variation of this Agreement shall not be binding on the parties unless set out in writing, expressed to amend this Agreement and signed by or on behalf of each of the parties.
(3) The invalidity, illegality or unenforceability of any of the provisions of this Agreement shall not affect the validity, legality and enforceability of the remaining provisions of this Agreement.
(4) This Agreement and the documents referred to in it contain the whole agreement between the parties relating to the subject matter of this Agreement and supersede all previous agreements between the parties relating to that subject matter. In entering into this Agreement, neither party may rely on any representation, warranty, collateral contract or other assurance (except those set out in this Agreement and the documents referred to in it, and any confidentiality agreement in relation to the MULTOS Developer Documents) made by or on behalf of the other party before the signing of this Agreement and each party waives all rights and remedies which, but for this subclause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance provided that nothing in this subclause shall limit or exclude any liability for wilful misrepresentation or fraud.
(5) This Agreement is governed by and shall be construed in accordance with English law. Each party submits to the exclusive jurisdiction of the English courts for all purposes relating to this Agreement.
(6) This Agreement will come into effect when MAOSCO has received electronic notification from the Licensee that the Licensee has accepted the terms of this Agreement

13. INTERPRETATION
In this Agreement:
"Affiliate" means, in relation to any person, any other person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. The term "control" (including, with its correlative meanings, "controlled by" and "under common control with") means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), and provided that if any person:
(a) beneficially owns voting securities of another person conferring more than 50 per cent. of the votes eligible to be cast in the election of directors or any similar matter; or
(b) has the right (by contract or otherwise) to appoint or remove directors (or members of a governing body having functions similar to a board of directors) representing more than 50 per cent. of the votes exercisable by all the directors (or persons having similar functions) of another person, then the first person is conclusively deemed to control the other person for the purposes of this definition.
"Cryptographic Certification" means the process described in clause 2(1).
"Cryptographic Technology" means those mechanisms that are functionally designed (a) to preserve the confidentiality, authenticity or integrity of digitally stored and/or transmitted data or (b) to authenticate information as part of a security service through the use of algorithms that involve secret parameters, commonly known as keys.
"IC Card" means an integrated circuit card.
"Intellectual Property" means patents, patent applications, patented and unpatented inventions, design rights, copyrights (including, without limitation, rights in computer software), topography rights, know-how and trade secret rights, and all other intellectual property rights and the rights or forms of protection of a similar nature or having equivalent or similar effect to any of these rights which may subsist anywhere in the world (whether or not any of these rights is registered and including, without limitation, applications for registration of, and rights to apply for, any such rights).
"Licensed Rights" means all Intellectual Property in and to the MULTOS Developer Documents.
"MULTOS Application" means a program written to run, in a compiled, interpretative, executable or any other form, on or interface with, any MULTOS Implementation or which processes data to be used on or in conjunction with any MULTOS Implementation.
"MULTOS Card" means an IC Card which incorporates a MULTOS Implementation.
"MULTOS Developer Documents" means the documents listed in Schedule 1, as amended by MAOSCO from time to time.
"MULTOS Implementation" means an operating system (including the silicon platform) which (a) supports multiple applications, (b) conforms, or is intended to conform, to the MULTOS Specification and (c) uses Cryptographic Certification.
"MULTOS Specification" means the specifications, licensed by MAOSCO, defining the functional and security requirements and the application programming interface for multi-application architectures, as amended by MAOSCO from time to time.
"StepNexus" means StepNexus Limited.
"Specification Management Procedures" means the procedures set out in Schedule 2 or any other procedures which MAOSCO may notify the Licensee in writing from time to time.
"Update" means all and any updates or new releases or new versions of the MULTOS Developer Documents.
"VAT" means any value added tax chargeable by virtue of any enactment in a territory introduced by reason of the Sixth Council Directive 77/388/EC or its predecessors or similar subsequent legislation or any similar tax.

SCHEDULE 1
MULTOS Developer Documents
MULTOS Developers Guide (MDG)
MULTOS Developers Reference Manual (MDRM)
Guide to Loading and Deleting MULTOS Applications (GLDA)
Guide to Generating Application Load Units (GALU)
MULTOS Implementation Report (MIR)
Developer Card: User Guidelines (DCUG)
MULTOS Standard C API (CAPI)
Plus other documents made available from time to time by MAOSCO.

SCHEDULE 2
Specification Management Procedures
1. MAOSCO shall, as soon as practicable after they become available, make available to the Licensee all and any Updates which are issued generally by MAOSCO to other persons who have been licensed by MAOSCO to use the MULTOS Developer Documents.
2. The Licensee shall ensure that within 30 days after access to any Updates is permitted by MAOSCO to the Licensee, all documents or materials (whether in tangible or electronic form) supplied by MAOSCO pursuant to this Agreement which contain or reference that part of the MULTOS Developer Documents which has been substituted or amended by any Update supplied by MAOSCO are returned to MAOSCO (or, at MAOSCO's direction, destroyed).
3. The details of the person responsible on behalf of MAOSCO for the Specification Management Procedures as set out in this Schedule are published on the MULTOS website on http://www.MULTOS.com.