OEM AND LICENSE AGREEMENT
THIS AGREEMENT is made as of the 25th day of April 1996, by and between, Information Technologies of
America, a division of Sony Electronics Inc., a Delaware, corporation having offices at 3300 Zanker Road, San
Jose, California 95134 ("Sony") and PC411, Inc., a Delaware corporation, having offices at 9800 La Cienega
Boulevard, Suite 411, Inglewood, California, 90301 ("Licensor").
WHEREAS, Licensor is in the business of developing, producing, distributing and selling computer programs
throughout the world; and
WHEREAS, Sony wishes to license certain computer software programs distributed by Licensor for sale by
Sony with its currently existing or later developed hardware products ("Hardware Products"), including a license
to replicate, copy and license same to its customers ("Customers"), for use with such Hardware Products, and
from time to time provide Sony with other software for sublicense to its Customers, as and if requested by Sony.
NOW, THEREFORE, in consideration of the terms and conditions of this Agreement and for other good an
valuable consideration, the receipt and sufficiency of which is acknowledged by the signing and delivery hereof,
the parties agree as follows:
The parties acknowledge that this Agreement generally contemplates:
(a) Licensor's delivery of the software programs listed on Exhibit A attached hereto and made a part hereof with
related installer files (the "Programs") in object code form in accordance with the Specifications set forth in
Exhibit A. The delivery shall be done on a Master Disk(s) suitable for replication so that Sony can copy the
Programs for inclusion in its Hardware Products;
(b) Sony's sale of the Programs as part of a bundle with a Hardware Product and not as a standalone product.
Notwithstanding any provision of this Agreement, Sony shall be free to market and sell any product, including
without limitation, the Hardware Products, without the Programs;
(c) Licensor's de