SOFTWARE LICENSE AGREEMENT--METERWORKS
This Agreement is entered into this 31st day of August, 2002 (the "Effective Date") by and between Hifn, Inc., a
Delaware corporation with principal offices at 750 University Avenue, Los Gatos, California 95032 ("Licensor")
and Siegler Technology Development, L.L.C., a Delaware limited liability company with principal offices at 1100
East Woodfield Road, Suite 100, Schaumburg, Illinois 60173 ("Licensee").
WHEREAS, Licensor desires to grant to Licensee, and Licensee desires to receive from Licensor, a non-
exclusive license to incorporate Licensor's proprietary Licensed Software (as hereinafter defined) known as
MeterWorks into Licensee Products (as hereinafter defined) and to distribute the Licensed Software, in object
code format only, with Licensee's Products in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties
agree as follows:
For purposes of this Agreement the following terms shall have the meanings set forth below:
1.1 Authorized Location. "Authorized Location" means any location or locations of Licensee's office or offices,
now or hereafter in existence from time to time.
1.2 Derivative Works. "Derivative Works" means any software programs, and copies thereof, which are
developed by Licensee and which are based on or incorporate any part of the Licensed Software delivered by
Licensor hereunder, including without limitation any revision, modification, translation (including compilation or
recapitulation by computer), abridgment, condensation, expansion, or any other form in which the Licensed
Software may be recast, transformed or adapted, and that, if prepared without Licensor's authorization, would
constitute a copyright or trade secret infringement of the Licensed Software.
1.3 Licensed Software. "Licensed Software" means Licensor's proprietary Source Code software (marketed by