Last updated: July 21, 2008

THIS AGREEMENT is made and entered into between RetireHQ, LLC ("RETIREHQ, LLC") and the SUBSCRIBER ("SUBSCRIBER") with respect to the service known as RetireHQ ("RetireHQ") which is owned by RETIREHQ, LLC and which is a computer on-line service in which SUBSCRIBER shall have the right to operate its own system. Subject to the terms and conditions of this Agreement, RETIREHQ, LLC authorizes SUBSCRIBER to access and utilize RetireHQ throughout the term of this Agreement.

RetireHQ

Throughout the term of this Agreement, SUBSCRIBERS shall be permitted to provide password access to RetireHQ to that number of users ("USERS") for which SUBSCRIBER has paid the required fee in order for USERS to perform such activities as creating plans, creating participants, creating contributions, creating censuses, sharing documents, managing plans and clients and such other lawful purposes as RetireHQ permits. RETIREHQ LLC. may, without advance notice or liability, add, discontinue, or revise any aspect of RetireHQ, including, without limitation, such aspects as scope of service, availability of service, time of service availability, or the hardware and/or software required for SUBSCRIBER to access and use RetireHQ, subject to the terms and conditions of this Agreement.

SUBSCRIBER Equipment and Remote Connect Charges

SUBSCRIBER shall be responsible for obtaining and maintaining, at its own expense, all computer hardware, software, communication equipment, internet access accounts and access lines necessary to access and utilize RetireHQ.

User Passwords and Use Thereof

All USERS will be responsible for maintaining the confidentiality of their passwords and SUBSCRIBER will be responsible for all activities and charges resulting from the use of their edition of RetireHQ, including unauthorized use.

Conduct of SUBSCRIBER

SUBSCRIBER agrees that all USERS authorized by SUBSCRIBER to access RetireHQ shall use RetireHQ only for lawful purposes. SUBSCRIBER and its USERS will not post or transmit on or through RetireHQ any libelous, obscene, or otherwise unlawful information of any kind, and they will not engage in any conduct involving RetireHQ that would constitute a criminal offense or give rise to civil liability under any local, provincial, state, federal or other law or regulation and SUBSCRIBER and its USERS will not upload, post, reproduce or distribute to or through RetireHQ any material protected by copyright, privacy or other proprietary right without first obtaining the written permission of the owner thereof. Any complaint with regard to "SPAM" may result in the immediate termination of Subscribers access to RetireHQ. SUBSCRIBER acknowledges that RetireHQ, RetireHQ software and software accessible through RetireHQ contain copyrighted and other proprietary and confidential information and material, and SUBSCRIBER and its USERS will respect all such proprietary rights and take such precautions as may be reasonably necessary to protect private, confidential and other proprietary information and material from unauthorized use or disclosure.

Accuracy and Validity of Information and Opinions

RETIREHQ, LLC will make a reasonable effort to ensure that information it contributes to RetireHQ is timely and accurate. However, RETIREHQ, LLC does not endorse or warrant and assumes no responsibility whatsoever for the timeliness, accuracy, reliability, completeness or usefulness of any statement, opinion, advice, service or other information contributed to RetireHQ.

Monitoring of RetireHQ

RETIREHQ, LLC may, in its discretion, monitor RetireHQ and use thereof to determine and ensure compliance with this Agreement and to protect itself and other USERS of RetireHQ from fraudulent, unlawful, dangerous or abusive use of RetireHQ. RETIREHQ, LLC may also intercept and disclose any content, record, use or other information to the extent reasonably necessary to protect the rights of RETIREHQ, LLC, for mechanical or service quality control as permitted by law, or to comply with any law, regulation, or governmental request. RETIREHQ, LLC may also, in its discretion, review, edit, refuse to post or remove any material or information submitted or transmitted to RetireHQ. RETIREHQ, LLC will not, however, intentionally intercept or disclose any private e-mail message unless required or permitted by law to do so, and RETIREHQ, LLC shall be under no obligation to monitor, review, screen, edit or otherwise control any information or material contributed to RetireHQ.

RetireHQ Licenses

RETIREHQ, LLC hereby grants to SUBSCRIBER a non-exclusive, non-transferable license to use RetireHQ and to have its USERS use RetireHQ in accordance with the terms and conditions of this Agreement. SUBSCRIBER agrees to respect the copyright and other proprietary rights of third party licensors of RetireHQ and to abide by the terms of license agreements applicable thereto and to ensure that its USERS also abide by the terms of license agreements applicable thereto.

Throughout the term of this Agreement, SUBSCRIBER and its USERS may use RetireHQ solely for the purpose for which it is intended and SUBSCRIBER may use RetireHQ for the number of USERS for which SUBSCRIBER has paid the applicable fee to RETIREHQ, LLC. SUBSCRIBER shall automatically be billed for additional USER capacity.

RETIREHQ, LLC is the copyright owner of RetireHQ. The technical procedures, processes, methods of operation, and concepts which are embodied within RetireHQ are trade secret information of RETIREHQ, LLC and/or its licensor(s). This license is not a sale of a copy of RetireHQ and does not render SUBSCRIBER or its USERS the owner of a copy of RetireHQ. Ownership of RetireHQ and all components and copies thereof shall at all times remain with RETIREHQ, LLC and its licensor(s), regardless of who may be deemed the owner of the tangible media in or on which RetireHQ may be copied, encoded or otherwise fixed. However all data and files submitted by SUBSCRIBER and its USERS to RetireHQ shall at all times be the property of SUBSCRIBER.

SUBSCRIBER and its USERS may not make any copies of RetireHQ. SUBSCRIBER will make all reasonable efforts to prevent any unauthorized copying of RetireHQ or disclosure or use of RETIREHQ, LLC's or any third party licensor's trade secret information, and SUBSCRIBER will advise its USERS who are permitted access to RetireHQ of the restrictions upon duplication, reverse engineering, disclosure and use contained in this Agreement. SUBSCRIBER will be liable for any unauthorized copying, reverse engineering, disclosure and/or use by its USERS, employees or agents.

SUBSCRIBER will not lease, rent, sell, pledge, assign, sublicense, loan or otherwise transfer to any third party any part of RetireHQ or any copy thereof or any of SUBSCRIBER'S rights under this Agreement without the prior written consent of RETIREHQ, LLC

RETIREHQ, LLC will indemnify SUBSCRIBER and hold SUBSCRIBER harmless against costs, expenses and liabilities upon any claim by any third party that RetireHQ infringes or violates any copyright, trademark or trade secret rights of such third party, provided that: a) SUBSCRIBER notifies RETIREHQ, LLC within seven (7) days in writing of any notice of any such claim; b) SUBSCRIBER cooperates with RETIREHQ, LLC in all reasonable respects in connection with the investigation and defense of any such claim; c) RETIREHQ, LLC shall have sole control of the defense of any action on any such claim and all negotiations for its settlement or compromise; and d) should RetireHQ become, or in RETIREHQ, LLC's opinion be likely to become, the subject of a claim of copyright, patent or trademark infringement or trade secret misappropriation, SUBSCRIBER will permit RETIREHQ, LLC, at RETIREHQ, LLC's option and expense, either to: i) procure for SUBSCRIBER the right to continue using RetireHQ, ii) replace or modify the same so that it becomes non-infringing; or iii) terminate this license insofar as the use of RetireHQ is concerned, and refund to SUBSCRIBER the proportionate amount of prepayment fee paid to RETIREHQ, LLC for the period for which such payment has not been earned. Notwithstanding anything herein to the contrary, however, RETIREHQ, LLC shall have no obligation or liability to SUBSCRIBER under any provision of this paragraph if any copyright, patent or trademark infringement or trade secret misappropriation claim is based upon the use of RetireHQ in a manner other than that for which it was furnished by RETIREHQ, LLC or upon any modification by or for SUBSCIBER, in such a way as to cause it to become infringing.

If RetireHQ does not conform to and perform substantially in accordance with RETIREHQ, LLC's specifications, RETIREHQ, LLC will endeavor to correct any failure of RetireHQ to so conform or perform; provided that: a) SUBSCRIBER gives RETIREHQ, LLC written notice of any such claimed failure to so conform or perform within said fifteen (15) day period of the effective date; and b) such failure to so conform or perform is not, in RETIREHQ, LLC's reasonable opinion, a result of any modification of or damage to RetireHQ or its operating environment or of SUBSCRIBER and its USER'S failure to operate RetireHQ in the proper hardware and software environment. SUBSCRIBER'S sole and exclusive remedy for breach of the foregoing warranty shall be that: a) RETIREHQ, LLC will endeavor to correct within a reasonable time any reported failure of RetireHQ to substantially conform to or perform substantially in accordance with RETIREHQ, LLC's specifications; or b) in the event that RETIREHQ, LLC shall fail or be unable for any reason to correct any failure of RetireHQ to substantially conform to or perform substantially in accordance with RETIREHQ, LLC's specifications, SUBSCRIBER may terminate this license and cease using RetireHQ, and RETIREHQ, LLC will refund to User the full amount of any license fee paid to RETIREHQ, LLC from the date any error is reported.

On-line Software Updates

RETIREHQ, LLC may, when feasible, remotely update any version of RetireHQ, either with or without notice to SUBSCRIBERS or its USERS. Such updates may occur automatically or may occur pursuant to prompts which appear on SUBSCRIBERS or its USERS terminal screen during use of RetireHQ. Any updated version of RetireHQ furnished to SUBSCRIBER by RETIREHQ, LLC will be subject to all of the same terms and conditions of this license or other license agreement applicable to the version being replaced. RetireHQ may send email communications and intersystem messages to SUBSCRIBERS explaining new features of the RetireHQ software and other news concerning RETIREHQ, LLC.

RetireHQ Support

Throughout the term of this Agreement, RETIREHQ, LLC will maintain e-mail support to assist paying SUBSCRIBERS in their use of RetireHQ as posted on www.retirehq.com.

DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED ABOVE, RetireHQ, AND INFORMATION AVAILABLE THROUGH RetireHQ ARE FURNISHED BY RETIREHQ, LLC AND ACCEPTED BY USER "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTY WHATSOEVER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED. RETIREHQ, LLC DOES NOT WARRANT THAT RetireHQ, OR INFORMATION OBTAINED THROUGH RetireHQ WILL MEET SUBSCRIBER'S REQUIREMENTS, THAT THE OPERATION OF RetireHQ OR RetireHQ WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL FAILURES OF THE RetireHQ TO SUBSTANTIALLY CONFORM TO OR PERFORM SUBSTANTIALLY IN ACCORDANCE WITH RETIREHQ, LLC'S SPECIFICATIONS WILL BE CORRECTED. EXCEPT AS EXPRESSLY PROVIDED ABOVE AND IN SUCH WARRANTIES, IF ANY, AS MAY BE PROVIDED BY THIRD PARTY VENDORS OF EQUIPMENT OR SOFTWARE UTILIZED IN CONNECTION WITH RetireHQ, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF RetireHQ, AND INFORMATION OBTAINED THROUGH RetireHQ IS WITH SUBSCRIBER.

LIMITATION OF RETIREHQ, LLC LIABILITY

IN NO EVENT WILL RETIREHQ, LLC BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, OR OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INFORMATION, PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED BY RETIREHQ, LLC UNDER THIS AGREEMENT OR THE USE THEREOF, EVEN IF RETIREHQ, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND THE AGGREGATE LIABILITY OF RETIREHQ, LLC UPON ANY CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INFORMATION, PRODUCTS OR SERVICES FURNISHED OR TO BE FURNISHED BY RETIREHQ, LLC UNDER THIS AGREEMENT WILL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE AMOUNT PAID TO RETIREHQ, LLC BY SUBSCRIBER UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT SHALL OPERATE TO RELIEVE RETIREHQ, LLC FROM LIABILITY FOR ITS OWN WILLFUL OR WANTON RECKLESSNESS OR INTENTIONAL TORTS.

Non-compete

Throughout the Term of this agreement and for a period of one and one half years from the date of its termination, SUBSCRIBER, or any of its USERS, shall not develop a service or software that competes with, or is similar to, RetireHQ without the express written approval of RETIREHQ, LLC directors.

Term and Termination

This Agreement shall be effective immediately and shall continue in effect on a month-to-month basis until terminated as provided herein. Either party may, at its election and in its sole discretion, terminate this Agreement as of the end of any calendar month by written notice to the other party at least thirty (30) days prior to the effective date of termination. SUBSCRIBER may, at its option, terminate this Agreement effective immediately by written notice to RETIREHQ, LLC within thirty (30) days following the date on which access to RetireHQ first becomes available to SUBSCRIBER. RETIREHQ, LLC may, at any time, terminate this Agreement and/or terminate SUBSCRIBER'S access to any or all of RetireHQ without advance notice if SUBSCRIBER or anyone of its authorized USERS commit any violation of paragraphs above. Upon termination of this Agreement, SUBSCRIBER will immediately cease and desist from using RetireHQ.

RetireHQ Access and Service Fees

SUBSCRIBER will pay to RETIREHQ, LLC implementation charges as posted on www.retirehq.com or as agreed to from time to time. Throughout the term of this Agreement, SUBSCRIBER will pay RETIREHQ, LLC a monthly fee determined in accordance with fee schedules established by RETIREHQ, LLC for RetireHQ from time to time as posted at www.retirehq.com. SUBSCRIBER will also pay or reimburse RETIREHQ, LLC for all sales, use, excise, and other taxes and governmental charges including GST (other than income taxes) which RETIREHQ, LLC is at any time required to pay or collect in connection with the furnishing of RetireHQ under this Agreement. If SUBSCRIBER gives written notice of termination of this Agreement within thirty (30) days following the date on which access to RetireHQ first becomes available to SUBSCRIBER, RETIREHQ, LLC will credit SUBSCRIBER'S account for all installation and basic monthly service fees incurred up to the date on which such notice of termination is received except for customized web site installation charges, which shall not be refunded. Payment terms of all charges by RETIREHQ, LLC to SUBSCRIBER under this Agreement are net thirty (30) days from date of charge. Any amount not paid when due will accrue a finance charge at the rate of two percent (2%) per month (26.82% per year), or the highest rate permitted by law, whichever is less, until fully paid.

Change in Monthly Fees

RETIREHQ, LLC may change the amount of the monthly basic service and other fees to be paid by SUBSCRIBER by giving at least forty-five (45) days prior written notice thereof to paying SUBSCRIBER.

Financial Information

All financial information submitted via RetireHQ by SUBSCRIBER shall at no time be the responsibility of RETIREHQ, LLC in any fashion whatsoever and may be shared with such financial institution as may be required.

Manner of Giving Notice

Any notice required or permitted under this Agreement may be by e-mail properly addressed to the intended recipient.

Non-Waiver

The failure by either party at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The waiver of any default by either party shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver is directed.

Severability and Choice of Law

Every provision of this Agreement shall be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision shall be deemed severed from this Agreement, and all other provisions shall remain in full force and effect. This Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws applicable in the State of Virgina, USA, and the parties hereto irrevocable submit to the exclusive jurisdiction of the courts of the State of Virginia.

Assignment and Binding Effect

RETIREHQ, LLC may assign, delegate and/or otherwise transfer this Agreement or its rights and obligations hereunder to any person or entity. SUBSCRIBER may not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of RETIREHQ, LLC. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Entire Agreement

This Agreement sets forth the entire agreement and understanding between RETIREHQ, LLC and SUBSCRIBER regarding the subject matter hereof and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter. This Agreement may not be modified or amended except by a writing signed by the party against whom the same is sought to be enforced.