LETTER AGREEMENT
(Version R5]
This binding letter agreement ("Agreement") is made and entered into on this 1st day of June, 2000 between
PenOp, Limited, also known as PenOp, Ltd., (hereinafter "PenOp"), a company incorporated in the United
Kingdom and having an address of Vallis House, 57 Vallis Road, Frome, Somerset BA11 3EG, United
Kingdom, and XML-Global Technologies, Inc. (hereinafter "XML Global"), a Colorado corporation having an
address of 7345 East Peakview, Englewood, Colorado 80111 USA. This Agreement sets forth the terms to be
incorporated into a master agreement ("Master Agreement"), covering all other terms and conditions that the
parties agree to, under which PenOp discloses and licenses to XML Global existing and future versions of
PenOp's Ceremony e-signature technology, including all software, technical documentation, copyrights, patent
rights and know-how pertaining to Ceremony (collectively, the "Technology"). PenOp's Ceremony technology is
briefly summarized in the documents and Web pages referred to on Schedule "A" which is attached and
incorporated hereto.
IN CONSIDERATION of the mutual promises and covenants set forth below, and other good and valuable
consideration, the sufficiency of which is hereby acknowledged by each party, the parties agree as follows:
1. PenOp hereby grants to XML Global and it's subsidiaries a worldwide, nonexclusive, indivisible (other than as
set out in this paragraph 1), perpetual (subject only to the right to termination set out in paragraph 3.1) and
nontransferable (other than as set out in paragraph 11) license to (a) develop, test and demonstrate internally, and
to have developed, tested and demonstrated for XML Global, XML Global specific runtime versions of the
Ceremony technology using any of the Technology ("Runtime Versions") and to integrate or incorporate, and
have integrated or incorporated, the Runtime Versions into XML Global's software products, and to (b) market,
distribute, use, and support the Runtime Versions and sublic