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SECOND AMENDMENT TO SUPPORT AND MAINTENCE AGREEMENT <br />THIS SECOND AMENDMENT TO SUPPORT AND MAINTENANCE AGREEMENT <br />is entered into on September 8, 2009, by and between, KCC Knowledge Computing (Canada) <br />Limited, formerly known as Visiphor Corporation, a corporation having its principal place of <br />'business located at 1424 — 4710 Kingsway, Burnaby BC ( "KCC') and the City of Santa Ana, a <br />charter city and municipal corporation organized and existing under the Constitution and laws of <br />the State of California ( "City"). <br />RECITALS: <br />A. The parties entered into that certain Agreement #A- 2006 -169, dated June 15, 2006, <br />(hereinafter "said Agreement ") by which Visiphor provided software designed to enhance the <br />retrieval of law enforcement records for use in jail and intelligence operations. <br />B. Knowledge Computing Corporation recently acquired the assets of Canadian -based Visiphor <br />Corporation. Under the terms of the agreement, Knowledge Computing Corp. acquired the <br />rights to Visiphor's intellectual property and all of their physical assets and has taken over <br />client contracts related to law enforcement, including the Santa Ana PD contract. To support <br />the acquisition, Knowledge Computing formed a wholly owned subsidiary, KCC Knowledge <br />Computing (Canada) Limited located in Vancouver, British Columbia. <br />C. In accordance with the terns and conditions of said Agreement, the parties wish to extend the <br />Customer Support Agreement by which KCC has supported and maintained the sofhvare and <br />applications. <br />WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all <br />the terms and conditions of said Agreement, except those amended in this Second Amendment to <br />Agreement, the parties agree as follows: <br />I. Pursuant to Section 3.1, CONTRACTOR COMMITMENTS, WARRANTIES AND <br />REPRESENTATIONS, warranty support commenced August 1, 2007 and continued <br />through July 31, 2008. The parties desire to extend the customer support through July 31, <br />20I0, in accordance with the Customer Support Agreement, attached hereto and <br />incorporated by this reference as Exhibit F. <br />2. The City agrees to pay and KCC agrees to accept, as total compensation for KCC's <br />Software and Application Maintenance and Support services, an annual fee of $56,000 <br />for the term from August 1, 2009 through July 31, 2010. <br />250 -3 <br />