SOFTWARE LICENSE AND SERVICES AGREEMENT





This Software License and Services Agreement is made as of June 30, 2004

("Effective Date") by and between PeopleSoft USA, Inc. ("PeopleSoft"), a

Colorado corporation having a principal place of business at 4460 Hacienda

Drive, P.O. Box 8018, Pleasanton, California 94588-8618 and ("Licensee"), a

Delaware corporation having a principal place of business at 16115 Northwest

52nd Avenue; Miami, FL 33014.



1.       LICENSE

1.1      PeopleSoft grants Licensee a perpetual (except as otherwise stated in

         Section 6), irrevocable (except as otherwise stated in Section 6),

         nonexclusive, nontransferable license to:



         (a)      make and run copies of the Software for Licensee's internal

                  data processing operations on one or more servers and/or

                  workstations located at facilities owned or leased by Licensee

                  or its Designates in the Territory;

         (b)      access and use the Software and provide access to Designates;

         (c)      modify or merge the Software with other software, and use such

                  modified or merged software;

         (d)      make and use copies of, and modify, the Documentation and use

                  such Documentation as modified;

         (e)      provide access to the Software to third parties that have a

                  need to access the Software in the course of providing

                  services to Licensee concerning Licensee's use of the Software

                  subject to the terms and conditions specified herein,

                  including, without limitation, Section 9.4



No modification or merger of the Software with other software or modification of

the Documentation, however extensive, shall diminish PeopleSoft's or its

licensors' right, title or interest in the Software and Documentation.

1.2      PeopleSoft shall provide Licensee with the number of copies of the

Software as specified in the applicable Schedule(s), and shall provide Licensee

with an equal number of copies of the Documentation.



2.       LIMITATIONS ON LICENSE

         2.1      Except as otherwise specified in this Agreement, Licensee

                  shall not:

         a.       Intentionally access or use any portion of the Software

                  delivered by PeopleSoft but not expressly licensed and paid

                  for by Licensee;

         b.       Intentionally access or use any Software, except through

                  enterprise integration points documented by PeopleSoft;

         c.       Cause or permit decompilation or reverse assembly of all or

                  any portion of the Software, except as expressly permitted by

                  applicable law;

         d.       Disclose or publish performance benchmark results for Software

                  (as delivered or subsequently modified) without PeopleSoft's

                  prior written consent;

         e.       Transfer the Software to a different software database

                  platform or operating system, except as may be specifically

                  provided for in the Schedule;

         f.       Export or use the Software or Documentation in violation of

                  U.S., Canadian, or other applicable laws or regulations,

                  including the U.S. Department of Commerce export

                  administration regulations;

         g.       Use or authorize the use of, the Software except as expressly

                  permitted herein;

         h.       Use Third Party Software except solely in conjunction with the

                  Software;

         i.       Delete, fail to reproduce or modify, any patent, copyright,

                  trademark or other proprietary rights notices which appear on

                  or in the Software or Documentation;

         j.       Directly or indirectly, sublicense, relicense, distribute,

                  disclose, use, rent or lease the Software or Documentation, or

                  any portion thereof, for third party use, third party

                  training, facilities management, time-sharing, use as an

                  application service provider, or service bureau use; or

         k.       Use the Software to create new applications, modules, products

                  or services.

2.2      PeopleSoft reserves all rights not expressly granted in this Agreement.



3.       FEES AND PAYMENT TERMS

3.1      Except as otherwise specified in a Schedule and/or this Agreement,

Licensee shall pay, or cause a third party to pay, PeopleSoft one hundred

percent (100%) of Total Fees (as specified on the applicable Schedule) on or

before that date which is thirty (30) calendar days after the receipt of

PeopleSoft's invoice. Unless explicitly stated in this Schedule



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and/or the Agreement, all fees specified herein: (i) are non-cancelable,

non-refundable and non-contingent; (ii) are payable in U.S. dollars; and (iii)

shall be sent to the attention of PeopleSoft's Accounts Receivable Department.

Payments which are not received on the due date shall bear interest at the

lesser of eighteen percent (18%) per annum or the maximum rate allowed under

applicable law.

3.2      Excluding taxes based on PeopleSoft's income, Licensee is liable for

all taxes relating to the Software, Documentation, and/or Services whether or

not PeopleSoft invoices Licensee for such taxes, duties or customs fees, unless

Licensee has provided PeopleSoft with a valid tax exemption or direct pay

certificate which exempts Licensee from such payments.

3.3      PeopleSoft reserves the right to withhold performance of any

obligations, whether arising under this Agreement or otherwise, and/or change

its credit terms, in the event of Licensee's nonpayment when due of any amounts

owed to PeopleSoft and such nonpayment remains uncured for more than thirty (30)

days after written notice thereof.

3.4      If Licensee's internal procedures require that a purchase order be

issued as a prerequisite to payment of any amounts due to PeopleSoft, it will

timely issue such purchase order and inform PeopleSoft of the number and amount

thereof. Licensee agrees that the absence of a purchase order, other ordering

document or administrative procedure may not be raised as a defense to avoid or

impair the performance of any of Licensee's obligations hereunder, including

payment of amounts owed to PeopleSoft.



4.       TITLE AND PROTECTION

4.1      The Software and Documentation contain valuable intellectual property

rights and proprietary information. PeopleSoft (or its licensors) retains title

to the Software and Documentation, and all copyright and other rights to all

portions of the Software and Documentation, and all modifications and

alterations thereto, and all copies thereof. Licensee is not obligated to notify

or disclose PeopleSoft of its modifications.



Except as specified herein, Licensee does not acquire any rights, express or

implied, in the Software and Documentation, and has no right to commercialize or

transfer any Software or Documentation, in whole or in part, or any

modifications or alterations thereto. No license, right, or interest in any

PeopleSoft trademark, trade name, or service mark is granted pursuant to this

Agreement.



4.2      Title to the physical media for the Software and the Documentation

vests in Licensee upon PeopleSoft's shipment to Licensee.



4.3      The Software was developed at private expense, is commercial, and is

published and copyrighted. The Software may be transferred to the U.S.

government only with the prior written consent of an officer of PeopleSoft and

solely with "Restricted Rights" as that term is defined in FAR 52.227-19(c)(2)

(or DFAR 252.227-202.32 (c)(1) if the transfer is to a defense-related agency)

or subsequent citation. If Licensee is an agency of the United States government

or licensing the Software for operation on behalf of the United States

government, the Software is licensed to Licensee with rights no greater than

those set forth in Federal Acquisition Regulation 52.227-19(c)(2) [or DFAR

252.227-7202.32 (c)(1) if the Licensee is a defense-related agency] or

subsequent citation.



5.       INDEMNITIES

5.1      PeopleSoft will defend and indemnify (including the associated legal

expenses) Licensee, its Affiliates and their respective officers, directors,

employees, agents, successors and assigns against any claims by third parties

for damages incurred by such third parties alleging that the Software infringes

the third party's intellectual property rights ("Indemnified Claim"). Licensee

will give PeopleSoft prompt written notice of such claim, and information,

reasonable assistance, and the sole authority to defend or settle such claim.



In addition to the obligations stated above, in the event that PeopleSoft

becomes aware of an actual or potential Indemnified Claim, PeopleSoft shall, in

its reasonable judgment and in a commercially reasonable timeframe, and at its

option and expense either: (i) obtain for Licensee the right to continue using

the allegedly infringing Software; or (ii) replace or modify the allegedly

infringing Software so that it becomes noninfringing while providing

substantially similar functionality.



PeopleSoft will have no obligation to defend or indemnify Licensee in the event

that Licensee agrees to settle any infringement claim without the prior written

consent of the General Counsel for PeopleSoft, Inc. (which shall not be

unreasonably withheld) or for any liability arising out of or relating to any

allegations or claims of infringement, to the extent the alleged infringement is

based on: (a) a modification of the Software by anyone other than PeopleSoft or

its



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agents that is not an Update; (b) use of the Software other than in accordance

with the Documentation or the terms of this Agreement; (c) use of a release of

the Software no longer supported by PeopleSoft because PeopleSoft has replaced

or modified the Software so as to make it non-infringing; provided Licensee was

notified by PeopleSoft of the potential infringement and the availability of

such replacement or modification, and given a reasonable opportunity to

implement the replacement or modification prior to the use which serves as the

basis for the claim of infringement; (d) use of a release of the Software

without having implemented all Updates provided by PeopleSoft, the use of which

would have cured the alleged infringement; (e) exclusively on any Third Party

Software, unless otherwise specified in a Schedule; (f) use of the Software in

combination with any other hardware, software (other than Third Party Software)

or material where, absent such combination, the Software would not be

infringing, or (g) Software or Services for which PeopleSoft has not been paid

in accordance with the terms of this Agreement. This Section states PeopleSoft's

entire liability for actual or alleged infringements and Licensee's sole and

exclusive remedy in relation thereto.



5.2      Licensee will defend and indemnify PeopleSoft against any claims by

third parties for damages incurred by such third parties, alleging that any data

or materials produced and/or distributed and/or received in any media resulting

from use of the Software: (i) are factually inaccurate, misleading or deceptive;

(ii) infringe or misappropriate any intellectual property rights any third

party; (iii) are libelous, defamatory, obscene or pornographic, (iv) comprise

unsolicited commercial e-mail or spam, or (v) violate civil or criminal laws or

regulations, including those regulating the use and distribution of content on

the Internet and protection of personal privacy, provided that such claims are

not solely attributable to a nonconformity of the Software to perform

substantially in accordance with the Documentation or to the Software violating

any civil or criminal laws or regulations. PeopleSoft will give Licensee prompt

written notice of such claim and information, reasonable assistance, and the

sole authority to defend or settle such claim.

5.3      EXCEPT FOR LICENSEE'S INFRINGEMENT OF PEOPLESOFT'S INTELLECTUAL

PROPERTY RIGHTS, THE FOREGOING PROVISIONS OF THIS SECTION ENTITLED "INDEMNITIES"

STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF THE PARTIES, AND THE EXCLUSIVE

REMEDY OF THE INDEMNIFIED PARTY, WITH RESPECT TO ANY ACTUAL OR ALLEGED

INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR OTHER

PROPRIETARY RIGHTS.



6.       TERM AND TERMINATION

6.1      This Agreement will remain in effect perpetually unless and until

terminated pursuant to this Section entitled "Term and Termination".

6.2      Either party may terminate this Agreement in the event of the other

party's failure to materially comply with any term of this Agreement and such

noncompliance remains uncured for more than thirty (30) days after written

notice thereof.

6.3      Upon termination, Licensee shall immediately cease using and destroy or

return to PeopleSoft all copies of PeopleSoft's Confidential Information,

including, without limitation, Software and Documentation in any form, including

partial copies and modified versions, and shall certify in writing to PeopleSoft

that all such copies have been destroyed or returned.

6.4      Except as expressly provided otherwise in this Agreement, (i) all

remedies available to either party are cumulative and not exclusive; and (ii)

termination of this Agreement or any license shall not limit either party from

pursuing other remedies available to it, including injunctive relief. Upon

termination, all amounts owed under this Agreement and all Schedules shall

immediately become due and payable.



7.       LIMITED WARRANTY

7.1      PeopleSoft warrants that the Software, as delivered to Licensee, for a

period of eighteen (18) months from the applicable Schedule Effective Date will

perform substantially in accordance with the Documentation, provided that: (a)

Licensee remains a compliant, continuous subscriber to Support Services and has

installed all maintenance Updates provided by PeopleSoft, which would have cured

the alleged nonconformity to perform in accordance with the Documentation; (b)

Licensee is using the Software in accordance with the Documentation; (c) any

error or defect detected is reproducible by PeopleSoft; (d) the performance

issue, error or defect does not relate exclusively to Third Party Software; and

(e) Licensee notifies PeopleSoft of such nonconformance within the warranty

period or within thirty days following expiration of the warranty period.



PeopleSoft warrants that it has title to, or the authority to grant a license

to, the Software, excluding Third Party Software, to Licensee in accordance with

the terms of this Agreement. As to Third Party Software, PeopleSoft warrants

that it is licensed by the third party that has licensed the Third Party

Software to PeopleSoft, to sublicense such Third Party



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Software to Licensee pursuant to the terms of this Agreement. Licensee's sole

and exclusive remedy for any breach of the foregoing warranties shall be the

remedy set forth in Section 7. of this Agreement.



PEOPLESOFT DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR THAT THE SOFTWARE

WILL RUN UNINTERRUPTED, OR THAT ALL SOFTWARE ERRORS CAN OR WILL BE CORRECTED.



PeopleSoft warrants that the execution, delivery and performance of this

Agreement has been duly and validly authorized by all necessary corporate action

of the part of PeopleSoft (none of which actions have been modified or

rescinded, and all of which actions are in full force and effect), and that this

Agreement constitutes a valid and binding obligation of PeopleSoft enforceable

in accordance with its terms.



Licensee warrants that the execution, delivery and performance of this Agreement

has been duly and validly authorized by all necessary corporate action of the

part of Licensee (none of which actions have been modified or rescinded, and all

of which actions are in full force and effect), and that this Agreement

constitutes a valid and binding obligation of Licensee enforceable in accordance

with its terms.



7.2      PeopleSoft warrants that the Services will be performed consistent with

generally accepted industry standards, provided that Licensee notifies

PeopleSoft within one (1) month of performance of the Services that Licensee

believes such Services were not performed consistent with generally accepted

industry standards. PeopleSoft warrants that the Support Services will be

performed in accordance with PeopleSoft's Support Services Terms and Conditions

as specified in the Exhibit attached hereto. No specific result from the

provision of such Services is assured or guaranteed.

7.3      For any breach of the warranties contained in this Agreement,

PeopleSoft shall, in addition to any and all other remedies available at law or

in equity:

7.3.1    For Services, at PeopleSoft's sole option, (i) the reperformance of the

Services which were not as warranted at no additional charge by PeopleSoft to

Licensee, or (ii) refund of the fees paid to PeopleSoft for the Services which

were not as warranted.

7.3.2    For Software which does not conform to the warranties contained in this

Agreement, PeopleSoft will, at its sole option, and provided Licensee otherwise

complies with the terms of this Agreement: repair or replace the nonconforming

Software within a commercially reasonable period of time after receiving notice

from Licensee of such nonconformance.

7.4      Licensee accepts sole responsibility for (i) Licensee's system

configuration, design and requirements, (ii) the selection of the Software to

achieve Licensee's intended results, and (iii) modifications, changes or

alterations to the Software by anyone other than PeopleSoft or its agents that

is not an Update. Licensee acknowledges that it has had an opportunity to review

the Documentation, it understands the functionality of the Software and its

ability to work with Licensee's systems and to support Licensee's business, and

that it has made its own evaluation in deciding to license the Software.

7.5      PeopleSoft will pass through to Licensee, to the fullest extent

possible, the warranties from PeopleSoft's licensors as they relate to Third

Party Software.

7.6      EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT (INCLUDING, WITHOUT

LIMITATION, ANY SCHEDULE HERETO), NEITHER PARTY MAKES ANY WARRANTIES OR

CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS

AGREEMENT, THE SOFTWARE, DOCUMENTATION, OR ANY SERVICES PROVIDED HEREUNDER

INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND

EACH PARTY EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES AND CONDITIONS.



8.       LIMITATION OF LIABILITY

EXCEPT FOR CLAIMS: (I) ALLEGEDLY ARISING OUT OF INFRINGEMENT, OR MISUSE OF

EITHER PARTY'S INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OR THEIR USE IN A

MANNER WHICH IS INCONSISTENT WITH THE TERMS OF THIS AGREEMENT; (II) ALLEGEDLY

ARISING OUT OF EITHER PARTY'S VIOLATION OF UNITED STATES OR OTHER LAWS

APPLICABLE TO THE SOFTWARE OR DOCUMENTATION, INCLUDING U.S. DEPARTMENT OF

COMMERCE EXPORT ADMINISTRATION REGULATIONS; AND (III) BY THIRD PARTIES

RECOVERABLE BY LICENSEE UNDER THE SECTION ENTITLED, "INTELLECTUAL PROPERTY

INDEMNITY";, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,

OR CONSEQUENTIAL DAMAGES, OR DAMAGES RESULTING FROM LOST DATA OR LOST PROFITS,

HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.



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EXCEPT FOR CLAIMS: (I) ALLEGEDLY ARISING OUT OF INFRINGEMENT, OR MISUSE OF

EITHER PARTY'S INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OR THEIR USE IN A

MANNER WHICH IS INCONSISTENT WITH THE TERMS OF THIS AGREEMENT; (II) ALLEGEDLY

ARISING OUT OF EITHER PARTY'S VIOLATION OF UNITED STATES OR OTHER LAWS

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