Terms & Conditions of use and purchase of Vehicle Location Data from Digital Recognition Network, Inc. Effective March 1, 2009

The following terms and conditions govern your (“User”) use of the Digital Recognition Network, Inc.’ Vehicle Location Services (the "Vehicle Location Services") and Vehicle Location Data ("Vehicle Location Data") provided thereby: By purchasing Vehicle Location Data, the User affirmatively agrees to the Terms and Conditions described herein (the “Agreement”).

1. Restricted License of Vehicle Location Data By User. DRN has determined that it is in the best interest of DRN and User to restrict User’s use of Vehicle Location Data, and therefore DRN hereby grants to User a restricted license to use the Vehicle Location Information solely and exclusively for User’s own internal business purposes related to the recovery of collateral upon which a valid lien exists.

2. More specifically, User consents, acknowledges and agrees that it shall utilize the Vehicle Location Data and DRN shall provide access to such information exclusively for the following purposes:

A. For use in the normal course of business by User or its agents, employees, or subcontractors, but only (1) to verify the accuracy of the vehicle location information and (2) if the vehicle location information is not correct, to obtain the correct information, but only for the purposes of preventing fraud by, pursuing legal remedies against, or recovering on a debt or security interest against, the individual; or

B. For use in providing notice to User, as the valid lien holder or on behalf of a valid lien holder, that a vehicle has been towed, or otherwise impounded, so that User may take all necessary actions to protect User’s legal interest in the vehicle; or

C. For use by User, with the written consent of the User’s customer to which the information pertains in order to recover the collateral, verify the location and condition of the vehicle; or

D. For use by User, in connection with matters related to vehicle theft, and updating owner’s records maintained by User; or

3. User’s Obligations Representations and Warranties Related To Permissible Use of Vehicle Location Data and The Intellectual Property of DRN Service Providers

3.1 User acknowledges, agrees and warrants that, during the term of the Agreement:

A it shall, at all times, access and use the Vehicle Location Data in compliance with one, or more, of the permissible purposes set forth above.

B. it shall not (i.) provide access to the pricing methodology of DRN’s Vehicle Location Data to any third party; ii) It shall not provide any of the know how, trade secrets, intellectual property, email dispatch methodology, real-time dispatch notification processes of the DRN E-Commerce Network’s automated pricing approval and dispatch processes, or “Buy-It-Now” pricing or any similar type of pricing process to any third party.

C. shall not: (i) provide access to the DRN E-Commerce Network , Services or Vehicle Location Data to any third party; ii) assign, sublicense, lease, transfer, or rent the Vehicle Location Data to any third party; (iii.) reverse engineer, disassemble or decompile any software or processes related to the DRN E-Commerce Network or DRN Vehicle Location Services,, cause or permit such acts, or utilize any other similar product that has done so, including but nor limited to products that are in violation of the License Plate Recognition and Recovery Workflow software related provisional or pending patents of any of DRN; or (iv.) use the Vehicle Location Data or any information related to the trade secrets, know how, intellectual property, email dispatch methodology, or real-time dispatch notification processes, automated pricing approval and dispatch processes, “Buy-It-Now” pricing or any similar type of pricing process to create, or receive the same type of data, from a competing product, either independently or through the use of a third parties Mobile or Stationary License Plate Recognition products

D. it shall not (i) provide access to the DRN E-Commerce Network to any third party in a manner that would allow third party to gain access to User's information or the password protected portions of the DRN E-Commerce Network.

E. it shall be responsible for confirming the accuracy of all data and information supplied or received by it utilizing the DRN E-Commerce Network;

F. it will not take any action to disseminate any files that (i) contains computer code or instructions that will disrupt damage or interfere with the DRN E-Commerce Network or related telecommunications equipment or (ii) infringes or unlawfully misappropriates any intellectual property right or otherwise violates any right of any party.

4. Warranties and Limitation of Liability

4.1. Limitation of Liability Related to Vehicle Location Data. DRN, nor their subsidiaries or affiliates, nor any third party data provider shall be liable to User (or to any person claiming through User to whom User may have provided data from the Vehicle Location Data) for any loss or injury arising out of or caused in whole or in part by ’ acts or omissions of DRN in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering DRN Vehicle Location Services or providing the Vehicle Location Data. If notwithstanding the foregoing, liability can be imposed on DRN then User agrees that aggregate liability of DRN for any, and all losses or injuries, arising out of any act or omission of DRN in connection with anything to be done or furnished under this Agreement regardless of the cause of the loss of the injury, and regardless of the nature of the legal or equitable right claimed to have been violated, shall never exceed One hundred Dollars ($1,000.00); provided, however that such limitation on liability shall not apply to the indemnification obligations detailed in this Agreement, and User covenants and promises that it will not sue the DRN for an amount greater than such sum even if User and/or third parties were advised of the possibility of such damages and that it will not seek punitive damages in any suit against the DRN.

4.2 Warranties Related to Vehicle Location Data – DRN does not make and hereby disclaim any warranty, express or implied, with respect to DRN Vehicle Location Services or Vehicle Location Data; provided, however, that DRN does hereby warrant that they have complied with the law and applicable third-party data provider contracts in providing DRN Vehicle Location Services and Vehicle Location Data. DRN does not guarantee or warrant the correctness, completeness, merchantability, or fitness for a particular purpose of the DRN E-Commerce Network, DRN Vehicle Location Services or Vehicle Location Data provided therein. In no event shall DRN be liable for any indirect, incidental, or consequential damages, however arising, incurred by User from receipt or use of information delivered hereunder or unavailability thereof.

4.3. Limitation of Liability- General. User agrees that DRN shall have no liability whatsoever, actual or otherwise, to User based on any of the following: (i) any delay, interruption in use of, failure in or breakdown of the DRN E-Commerce Network or errors or defects in transmission occurring in the course of the use thereof ; (ii) any unlawful or unauthorized use of the DRN E-Commerce Network or Materials; (iii) any loss of or damage to User’s or its Service Providers' records or information; (iv) any claims based on services provided by a third party communication services provider or the DRN E-Commerce Network; or (v) any claim resulting from the termination of the DRN Vehicle Location Services.

4.4 UNDER NO CIRCUMSTANCES SHALL DRN SERVICE PROVIDERS (OR THEIR SUPPLIERS AND CONTRACTORS) HAVE ANY LIABILITY TO USER FOR ANY CONSEQUENTIAL (INCLUDING LOST PROFITS), EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS RESULTING FROM ANY CLAIM (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY) RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE, OR PERFORMANCE OR NONPERFORMANCE OF, THE DRN VEHICLE LOCATION SERVICES OR THE DRN E-COMMERCE NETWORK OR MATERIALS, OR ANY COMPONENT THEREOF. DRN SHALL NOT BE LIABLE FOR ANY THIRD PARTY CLAIMS AGAINST USER OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT.

5.0. Indemnification by User. User hereby agrees to protect, indemnify, defend, and hold harmless DRN from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorney’s fees and costs) arising from or in any way related to the use of the Vehicle Location Data received by User (or any third party receiving such information from, through or on behalf of User) furnished by or through DRN.

6.0 Ownership and Use Of Intellectual Property

6.1 Ownership. All right, title and interest in and to the DRN E-Commerce Network, Vehicle Location Data, Materials, and in all patents, trademarks, copyrights, trade secrets, and all other intellectual property and proprietary rights therein, are owned by and shall remain the exclusive property of DRN. User acknowledges and agrees that it does not own, and shall not acquire, any right, title or interest in these items and rights (other than the limited license for use with the DRN E-Commerce Network set forth in this Agreement), and that, if necessary, it agrees (and agrees to cause its employees) to perform any acts that may be reasonably necessary to transfer ownership of any right, title, and interest in the DRN E-Commerce Network, Vehicle Location Data and Materials to DRN.

6.2 Use of User’s Name and Trademark. User agrees that DRN may reference on their web site(s) or in related marketing materials and trade publications that User is a user of the DRN E-Commerce Network and DRN Vehicle Location Services and products and is authorized to publish User's trademark on such web site, or in such related marketing materials and trade publications.

7.0 Confidentiality.

7.1 Confidential Information. By virtue of this Agreement, the parties may have access to information that is confidential to one another. "Confidential Information" shall mean: (i) the terms and pricing under this Agreement; (ii) the data being transmitted on behalf of User; (iii) information related to the DRN E-Commerce Network or Materials (which shall be considered the DRN Service Providers' Confidential Information); (iv) consumer non-public, personal information transmitted by or to User; and (v) all information clearly identified by either party as confidential at the time of disclosure (collectively, the "Confidential Information"). A party’s Confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) is lawfully disclosed to receiving party by a third party without an obligation of nondisclosure to the disclosing party; (c) is independently developed by the other party without reference to the Confidential Information; or (d) was already in the receiving party's possession prior to the date on which Vehicle Location Data was purchased by User. Additionally, a party may disclose Confidential Information solely to the extent required by subpoena, court order or government requirement to be disclosed, provided that the receiving party shall give the disclosing party prompt written notice of such subpoena, court order or government requirement so as to allow such disclosing party to have an opportunity to obtain a protective order to prohibit or restrict such disclosure. Confidential Information disclosed pursuant to subpoena, court order or government requirement shall otherwise remain subject to the terms applicable to Confidential Information.

7.2 Obligations of Non-Disclosure. During the term of this Agreement, the Parties are authorized to use the Confidential Information of the other party solely for the purposes of this Agreement and to disclose such Confidential Information to its employees (and contractors with whom they have written agreements sufficient to satisfy its obligations under this Agreement) on a need to know basis only or as otherwise expressly authorized herein. The Parties agree to use the same care and discretion to avoid the unauthorized disclosure, publication or dissemination of the other party's Confidential Information received pursuant to this Agreement as it uses to protect its own similar information that it does not wish to disclose, publish or disseminate (but in no event less than a reasonable standard of care). Each party's obligations of confidentiality hereunder for Confidential Information disclosed during the term of this Agreement shall continue for a period of two (2) years following the date on which Vehicle Location Data was purchased by User; provided, however, User's obligations of confidentiality related to the DRN E-Commerce Network shall continue indefinitely.

7.3 Transmittal of Confidential Information. User understands that DRN cannot guarantee the security of such information when transmitted or accessible when using the internet, the DRN E-Commerce Network, or other third party communication providers. DRN shall not be liable or responsible to User or any other party for any losses, damages, claims, costs or other obligations arising out of or relating to any unauthorized access to, disclosure or use of such User data or other Confidential Information while such information is transmitted or accessible through the internet or the DRN E-Commerce Network. Additionally, DRN Service shall not have any responsibility or liability for any services performed by third party communication providers related to User’s use of the DRN E-Commerce Network or any breach of confidentiality or security related thereto, and DRN shall not be responsible for any breach of security or confidentiality caused by User 's failure to maintain the confidentiality and control of User 's user identification numbers or passwords related to its use of the DRN E-Commerce Network.

7.4 Industry Tracking Information. User understands and agrees that, as part of the DRN E-Commerce Network, DRN, may aggregate and disclose information related to the performance by users of the DRN E-Commerce Network, in general, of services for their various customers, including, without limitation, response times for completion of services, pricing, recovery success rates, and agrees that such disclosure shall not be considered or otherwise deemed a breach of this Agreement.

7.5 Disclosures Related to Recovery Related Orders. User agrees that DRN Service may disclose to a Recovery Related Service Provider and Recovery Related Service Provider's other service providers any User Confidential Information applicable to a Recovery Related Order or User 's performance of services related thereto, and shall indemnify and hold the DRN harmless from and against any third party claims against DRN related to such disclosures. Additionally, DRN shall be liable or responsible for any unauthorized disclosures by such Recovery Related Service Providers of any User’s Confidential Information.

8.0 Taxes. The charges and fees set forth in this Agreement do not include taxes. If DRN is required to pay sales, use, property, value-added, or other federal, national, provincial, state or local taxes based on the licenses or services provided under the terms of this Agreement or on User 's use of such services or licenses, then such taxes shall be billed to and promptly paid by User. This Section shall not apply to taxes based on DRN's income, which shall remain the responsibility DRN.

9.0. Miscellaneous.

9.1 Governing Law. This Agreement and all performance hereunder shall be governed by the laws of the State of Texas, without regard for its conflicts of law principles. DRN and User hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either DRN or User against the other. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. User hereby irrevocably submits to the non-exclusive jurisdiction of any United States Federal or Texas State Court in Tarrant County, Texas for any action or proceeding arising out of or relating to the Agreement, and User hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in any such United States Federal or Texas state court. User irrevocably consents to the service of any and all process in any such action or proceeding brought in any court in or of the State of Texas by the delivery of copies of such process to User at its address specified above or by certified mail directed to such address.

9.2 Severability. In the event any provision of this Agreement, or portions thereof, is held to be invalid, illegal, or unenforceable, they are to that extent deemed to be omitted and the remaining provisions of this Agreement will be effective.

9.3 Waiver. The waiver by either party of any default, breach, or right of this Agreement shall not constitute a waiver of any other or subsequent default, breach, or right.

9.4 Interpretation. Headings of particular Sections are inserted only for convenience and are not to be used to define, limit or construe the scope of any term or provision of this Agreement. Should any provision of this Agreement require judicial interpretation, the parties agree that the court interpreting or construing the same shall not apply a presumption that the terms of this Agreement shall be more strictly construed against one party than against another.

9.5 Entire Agreement. All Schedules and supplements attached to this Agreement are incorporated herein by reference and are expressly made a part of this Agreement (except supplements that require execution by the parties, which shall not be binding until executed by both parties). This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party.