PRODUCT DEVELOPMENT AND LICENSE AGREEMENT
THIS DEVELOPMENT AND LICENSE AGREEMENT (the "Agreement") is made as of February 6, 2004
(the "Effective Date"), by and between BCONNECTED SOFTWARE, INC., a Delaware corporation, with its
principal office located at 380 Interlocken Crescent, Suite 770, Broomfield, Colorado 80021 ("bConnected")
and TRAC MEDICAL SOLUTIONS, INC., a New York corporation with its principal office located at 2165
Technology Drive, Schenectady, NY 12308 ("Trac Medical").
WHEREAS, bConnected has developed certain proprietary commerce, collaboration and communication
software solutions which enable bConnected's customers to exchange documents and conduct business over the
Internet with vendors, suppliers, customers and other trading partners, which such software solutions include
without limitation the Document Viewer, Integrator, Process Engine, and the Visual Modeling Tool;
WHEREAS, Trac Medical is, among other things, a leader in the electronic healthcare forms ("eDocuments")
processing industry; and
WHEREAS, bConnected and Trac Medical desire to enter into an agreement for the development, production
of, and support an enterprise version of Trac Medical's proprietary electronic healthcare forms processing
solution known as CareCert(R), which will have the characteristics and functionality described more fully in this
NOW, THEREFORE, in consideration of the mutual promises and undertakings of the parties, and for other
good and valuable consideration, receipt of which is hereby acknowledged, bConnected and Trac Medical agree
1.1 "AA Homecare" means the American Association for Homecare.
1.2 "bConnected Customers" means those entities listed in Exhibit D, as updated from time to time by
bConnected during the Term, that are, or have been customers of bConnected within the previous twelve (12)
month rolling periods during the Term and who are not Members.
1.3 "bPIP Software" means bConnecte