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ESCROW AGREEMENT <br />FOR <br />PROPRIETARY SOFTWARE <br />This agreement is entered into as of the date hereof between Terabytech Services, Inc. , a <br />Nevada Corporation (hereafter "Agent"), and Compulink Management Center, Inc, a <br />California Corporation (hereafter "Depositor") for the benefit of certain Licensees of <br />Depositor's softwaze property. <br />Depositor is the developer and owner of certain software computer programs that it <br />licenses to various persons for use in the Licensee's operations. <br />Depositor wishes to insure that its source code for its software programs that are licensed <br />will be available to its licensees in the event Depositor is unable to provide the necessary <br />support and maintenance to its Licensees to maintain the continuing operation of its <br />software programs. <br />IT [S THEREFORE AGREED: <br />1. Depositor will from time to time deposit with Agent copies of its source code, <br />instructions, documentation and any other material that is necessary to allow the <br />continued maintenance of its licensed softwaze by technically trained persons. Such <br />deposits will be updated from time to time as necessary for updates, and new versions of <br />such sofwaze. <br />2. Agent will maintain custody of the deposited material in a secure facility in a Bank of <br />its choosing and will release the deposited materials, or copies thereof, only in <br />accordance with the terms of this agreement. <br />3. Depositor represents that it is the owner of the deposited material and the intellectual <br />property contained therein; that there are no impediments to release of the property <br />pursuant to this agreement; that the deposited material may be read by technolo~ry that is <br />current and contained in the deposited materials. <br />4. Agent is not responsible for the technical completeness of the deposited material, nor <br />for its ability to be read or useful. If a Licensee wishes to have the material tested, Agent <br />may have the deposit tested by a qualified technician for its readability and operation and <br />provide such Licensee with such a certification. Licensee agrees to pay the Agent its fee <br />for providing such certification. <br />5. Agent shall reasonably protect the co~dentiality of the deposited materials. Agent <br />may provide copies this Agreement to any third party but shall not disclose, transfer, <br />make available or use the Deposit Materials except as provided under this agreement.. <br />Agent shall notify the Depositor if it receives a subpoena or coact order regarding the <br />