TIBURON (FORMERLY COMPUDYNE - PUBLIC SAFETY - SOFTWARE LICENSE) 2006

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Agreement shall be amended to incorporate the Enhancement as a Covered Application subject to the • Client's payment of any necessary additional support fees relating to the Enhancement; and (e) the Enhancement Terms provide that, upon final acceptance of such Enhancement, the Software License Agreement shall be considered amended as necessary or appropriate to grant to the Client the appropriate rights to use the Enhancement, subject to payment in full of all amounts due under the Enhancement Terms. 2.9. Out of Scope Services. From time to time, the Client may request CompuDyne to provide under this Agreement certain Out of Scope Services. CompuDyne shall be under no firm obligation to perform any Out of Scope Services, but shall undertake to make a good faith effort to perform such services to the extent that it is capable of doing so without substantially interfering with its other obligations under this Agreement or with its obligations to its other clients. Any Out of Scope Services shall be provided, at CompuDyne's option, on a fixed -quote basis with payment milestones or on a time and material basis at CompuDyne's then current technical service rates plus all related travel, per diem and other expenses invoiced as incur. No Out of Scope Services shall be provided under this Agreement unless: (a) this Agreement is amended as necessary or appropriate to incorporate the terms relating to the Out of Scope Services; (b) those terms are attached to this Agreement as a new exhibit and, except as specifically set forth therein, may be subject to the terms of this Agreement; and, (c) those terms include agreed -to criteria regarding completion of the work, if applicable. 3. Term The term of this Agreement shall commence on the Effective Date and shall continue in effect until terminated in accordance with its terms. 4. Fees and Payment 4.1. Annual Support Fees • (a) Basic Support. The Client shall pay an annual fee for Basic Support for each of the Covered Applications. The amount of such annual fee shall be set forth on Exhibit 2 attached hereto and incorporated herein by this reference and shall be paid in advance on or prior to the expiration of any Warranty Period applicable to such Covered Application and, thereafter, on each Payment Date during the term of this Agreement. (b) Support Options. The Client shall pay an annual fee for any requested Support Options. The amount of such annual fee shall be set forth on the exhibit pertaining to such Additional Support Option and shall be paid on or prior to the commencement of any services relating to such Additional Support Option and, thereafter, on each Payment Date during the term of this Agreement unless such Additional Support Option has been discontinued in accordance with Section 2.7 hereof (Support Options). (c) Enhancements and Out of Scope Services. Payment shall be as stated in the applicable Enhancement/Out of Scope Services proposal. 4.2. Annual Adjustments. The fees payable pursuant to Section 4.1(a) and Section 4.1(b) hereof (Annual Support Fees) may be increased on an annual basis by five percent (5 %) upon at least thirty (30) days prior written notice to the Client. Such increase shall become effective on the next occurring Payment Date. 4.3. Invoices. Invoices pursuant to Section 4.1 hereof shall be payable on or prior to each Payment Date during the term of this Agreement or shall be payable within thirty (30) days of receipt unless otherwise specifically provided. 4.4. Consequences of Late Payment. Failure to pay any amount owing hereunder when such Page 4 of 15 Updated 111505 Master Support Agreement 02005 CompuDyne — Public Safety & Justice, Inc. All rights reserved.