Last Updated: February 11, 2009

IMMUNITY, INC.

SOFTWARE LICENSE AGREEMENT

THIS LICENSE AGREEMENT (with the schedules annexed hereto, the "Agreement") is
made as of the day when registered on the download server between "Licensee",
the user of the software, whether corporate entity or individual, and
Immunity, Inc, "Licensor", a New York State based company with primary offices
at 1247 Alton Road, Miami Beach FL, 33139. If the Licensee does not agree to
the terms described within this document, the Licensee is not authorized to
install, copy, or otherwise use the Software.

W I T N E S S E T H:

WHEREAS, Licensor is in the business, among other things, of licensing the
proprietary software more particularly described in Schedule "A" attached
hereto and made a part hereof, which, together with the object code,
registration key, documentation and other materials are collectively referred
to herein as the "Software"; and

WHEREAS, Licensor owns or has the license to all of the intellectual and other
proprietary rights (including copyrights and trademarks) associated with the
Software; and

WHEREAS, Licensee wishes to obtain a license to use the Software for the
purpose of facilitating Licensee's business; and

WHEREAS, Licensor is willing to grant a non-exclusive license to Licensee to
use the Software pursuant to the terms, conditions, and limitations
hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual promises and obligations
hereinafter contained, the parties have agreed as follows:

1.    Grant of License, Term

1.1 Subject to the terms and conditions of this Agreement, Licensor hereby
grants to Licensee a limited, non-exclusive, non-transferable, non-assignable
right and license (the "License") to access, download, install and use the
Software on the licensed number of computers (identified in Schedule "A")
solely for the uses as set forth in Section 2 of this Agreement.

1.2 The term of the License granted herein shall be in perpetuity ("Term"),
unless otherwise terminated pursuant with this Agreement.

1.3 Licensor shall deliver to Licensee the Software within 5 business days of
the Effective Date.

2.    Scope and Use of License

2.1 Licensee agrees that the License granted hereunder is limited to use the
Software internally and only in connection with Licensee's business in
accordance with the terms of this Agreement.

2.2 Licensee shall not decompile, reverse compile, disassemble, decode or
otherwise reverse engineer the Software. Licensee shall not modify or
translate the Software or create any derivative works based on the Software.
Except as otherwise set forth in this Agreement, Licensee shall not publish,
distribute, market, rent, lease, sublicense or assign all or any portion of
the Software. Porting the Software to another framework or product is a
violation of this license. Using the Software as part of another Product is a
violation of this license. 

2.3 Licensor reserves the right to terminate this Agreement if it has reason
to believe Licensee is using the Software outside the scope of the License.

2.4 Licensee acknowledges that as between the Licensor and Licensee, Licensor
is and shall remain the sole owner of the copyrights, patents, trademarks, and
other intellectual and proprietary rights associated with the Software,
including without limitation, programs, methods of processing, specific design
and programming techniques contained therein and any corrections, fixes,
enhancements, updates or other modifications to the Software, whether made by
Licensor or any third party, as well as the goodwill associated therewith.
Nothing in this Agreement shall be deemed to convey to Licensee any ownership
or proprietary rights therein and all such rights shall remain the sole and
exclusive property of Licensor. Except as otherwise set forth herein, Licensee
shall have no right, title or interest in or to the Software. Any rights not
specifically granted herein are reserved to Licensor.

2.5 If Licensee creates, distributes, sells, or otherwise produces a software
product used for anti-virus, anti-malware or intrusion detection protection
then Licensee will not include signatures for Software files or programs
within their product.

2.6 Licensor reserves right to store and redistribute usage and statistical
information related to the Software for market research, advertising and other
purposes.

3.    Terms of Payment

3.1 In full consideration for the License, Licensee shall pay to Licensor the
fee (the "Fee"), in the amounts at the times and under the terms as set forth
in Schedule B.

3.2 Licensee on demand shall pay or reimburse Licensor for all duties, sales
taxes, other taxes and other charges relating to the Software, the License or
payments hereunder imposed by the United States taxing authorities, with the
sole exception of taxes on Licensor's income.

4.    Maintenance.

4.1 No maintenance support services are included with this license.

5.     Confidentiality

For purposes of this Agreement, "Confidential Information" includes all trade
secrets and confidential information of Licensor including the Software (both
source and object code), and documentation, algorithms, development
techniques, methodologies, formulae, business plans, research and development
strategies, customer and prospect names and lists, work product resulting from
or related to the Software, internal personnel, financial, marketing and other
business information, and product and service prices, as well as know-how and
proprietary information related to the foregoing, (collectively, the
"Confidential Information"). Licensee acknowledges that (i) pursuant to this
Agreement, Licensee may learn of Confidential Information or otherwise have
access to Confidential Information, of Licensor (ii) such Confidential
Information constitutes highly valuable information of Licensor not generally
known by Licensor's competitors, and (iii) that disclosure of such
Confidential Information to competitors of Licensor or other third parties
would cause undue harm to Licensor. As such, except as otherwise expressly
provided herein, Licensee will retain in strict confidence the Confidential
Information and use its best efforts to protect the same by preventing
unauthorized disclosure, copying, use, distribution, installation, or transfer
of possession of the Confidential Information. If Licensee violates any of the
provisions of this Agreement, including, but not limited to this Section 5,
Licensor (in addition to any other and additional rights and remedies it may
have at law, in equity, or by statute) shall be entitled to immediate and
permanent injunctive relief, it being agreed that the damages that Licensor
would sustain upon such violation are difficult or impossible to ascertain in
advance. The posting of a bond shall not be required as a pre-condition to
such injunctive relief.

6.      Reciprocal Grant of License

If Licensee sends Licensor patches, source codes, or other information, this
information, source codes, or similar, will be considered licensed to Licensor
for distribution, re-licensing, sale, or inclusion with the Software if so
decided by Licensor. Licensee hereby grants to Immunity and its assigns the
irrevocable, permanent right to conduct security testing (including, but not
limited to the right to disassemble, decompile, reverse engineer) on any
software written or distributed by Licensee and to distribute and otherwise
use the results of such testing. Licensee agrees that these rights superceed
any and all licenses including those distributed with Licensee's software as
End User License Agreements. This clause shall survive any termination of
this, or any other, license. Any information required to perform security
testing or distribute the results of security testing shall not be considered
Confidential information by the parties of this agreement. Any process
conducted by Licensee to perform security testing shall not be considered
outside of Licensee's rights. This superceeds other agreements which may be
entered into by Licensee or Licensor.

7.    Termination

7.1. Licensor may terminate the License on the occurrence of any one or more
of the following events: (a) if Licensee is in default of any payment required
to be made by Licensee hereunder when due as herein provided and such default
continues for a period of ten (10) days after Licensor's written notice
thereof to Licensee; (b) immediately if Licensee shall have defaulted in
observing or performing any covenant or agreement as set forth in Section 5
hereunder or any other violation or breach of the terms of this Agreement.

The provisions of Section 2.3 shall govern any termination of this Agreement
by Licensor for defaults by Licensee under Section 2.3 of this Agreement. In
the event that the License is terminated, the maintenance services shall be
deemed automatically terminated and Licensor shall have no obligation to
refund to Licensee any portion of the Maintenance Fee.

7.2. The provisions contained in paragraphs 2.3, 2.4, 5, 7, 8 & 11 shall
survive the termination of this Agreement.

7.3. After the termination of this Agreement, Licensee shall (i) have no
further License or other rights with respect to the Software and (ii) return
or destroy, if directed by Licensor, the Software including any and all
back-up copies of the Software.

8.    Warranties; Disclaimers and Limitation of Liability

THE SOFTWARE (INCLUDING ALL INFORMATION AND INTELLECTUAL PROPERTY CONTAINED
THEREIN) IS PROVIDED "AS-IS", AND NO WARRANTIES OF ANY KIND (INCLUDING IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT), EXPRESS OR IMPLIED ARE MADE. LICENSOR (INCLUDING ITS
OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) SHALL NOT UNDER ANY
CIRCUMSTANCES BE LIABLE TO LICENSEE FOR INDIRECT, SPECIAL, CONSEQUENTIAL,
PUNITIVE, INCIDENTAL, LOST DATA OR LOST PROFITS OR OTHER DAMAGES ARISING FROM
THIS AGREEMENT INCLUDING BY REASON OF NEGLIGENCE, STRICT LIABILITY, OR BREACH
OF WARRANTY OR CONTRACT, EVEN IF LICENSOR HAS BEEN ADVISED OF (OR KNOWS OR
SHOULD KNOW OF) THE POSSIBILITY OF SUCH DAMAGES. THE WARRANTY DISCLAIMER AND
LIMITTATIONS OF LIABILITY, BELOW, ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE
BARGAIN BETWEEN LICENSOR AND LICENSEE. LICENSOR WOULD NOT BE ABLE TO PROVIDE
THE SOFTWARE WITHOUT SUCH LIMITATIONS. LICENSOR'S ENTIRE LIABILITY TO LICENSEE
OR ANY THIRD PARTY UNDER THIS AGREEMENT, IF ANY, FOR ANY CLAIM(S) FOR DAMAGES
RELATING TO THE SOFTWARE, WHETHER BASED IN CONTRACT, NEGLIGENCE, OR OTHERWISE
SHALL BE LIMITED TO THE AMOUNT OF THE LICENSE FEE PAID BY LICENSEE FOR THE
SOFTWARE WHICH IS THE BASIS OF THE CLAIM(S). EXCEPT AS SET FORTH HEREIN,
LICENSOR (INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND
AGENTS) SPECIFICALLY DISCLAIMS LIABILITY FOR THE FITNESS, ACCURACY OR
COMPLETENESS OF THE SOFTWARE AND FOR ANY AND ALL DAMAGE INCURRED WHILE USING
THE SOFTWARE. LICENSEE ASSUMES ALL RISKS AS TO THE SUITABILITY OF THE
SOFTWARE.

9.     Indemnification

Licensee hereby agrees to defend, indemnify and hold harmless Licensor, its
officers, directors, shareholders, employees and agents from and against any
and all losses, claims, costs, damages, liabilities and expenses of any nature
(including without limitation, attorneys' fees) incurred, arising out of or
related to or in connection with any breach of Licensee's obligations,
representations, duties or warranties contained herein.

10.    Export

Licensee acknowledges that the Software may be subject to United States
re-export regulations. Specifically, Licensee agrees and certifies that the
Software, technical data or information provided by Licensor, or the direct
product thereof, will not be re-exported except as permitted by United States
laws and regulations, and the prior written authorization of Licensor.
Licensee shall be solely responsible for compliance with all laws and
regulations applicable to export of the Software outside of the United States
of America pursuant to this Agreement. Licensee shall defend and indemnify
Licensor against any costs, expenses, fines and other liability for failure to
so comply, provided that Licensor shall cooperate with all reasonable requests
from Licensee for information.

11.     Entire Agreement; Modification

The terms and conditions herein contained constitute the entire agreement
between the parties and supersede all previous commitments, agreements, and
understandings, whether oral or written, between the parties hereto with
respect to the subject matter hereof and no previous agreement or
understanding varying or extending the same shall be binding upon any party
hereto. Immunity reserves the right to modify this agreement for future
versions of the Software.

12.    Severability

If a provision herein contained shall be held by any court of competent
jurisdiction to be illegal, void or unenforceable, such provision shall be of
no force or effect while such infirmity shall exist, but such infirmity shall
have no effect whatsoever upon the binding force or effectiveness of any of
the other provisions hereof, it being the intention of the parties hereto that
had they, or either of them, known of such infirmity, they would have entered
into a contract, each with the other, containing all of the other provisions
hereof.

13.    Governing Law, Jurisdiction and Venue

This Agreement shall be governed by and construed in accordance with the laws
of the State of New York without giving effect to the conflicts of laws
principles thereof. The parties hereto each hereby irrevocably submit to the
exclusive jurisdiction and venue of the state courts of the State of New York,
New York County, and to the jurisdiction of the United States District Court
for the Southern District of New York for the purposes of any suit, action or
other proceeding arising out of or based upon this Agreement or the subject
matter hereto.

12.    Force Majeure

In the event of a party failing to perform any obligation under this Agreement
(except the making of any payment due under or pursuant to this Agreement) as
a result of strike, lockout or other labor difficulties, fire, flood, act of
God, embargo, act of war, regulation or restriction of government or law or
any other occurrence of circumstance beyond the reasonable control of the
party, that party shall not be liable in damages or otherwise for failure to
perform that obligation and such failure shall not be a ground for terminating
this Agreement.

13.    Notices

Any notice or other communication required or made pursuant to this Agreement
shall be in writing; shall be given either personally, by receipted mail, or
by nationally recognized overnight courier (with receipt); and shall be deemed
duly and properly given if and when mailed by special delivery with all
charges prepaid, and addressed to the parties at the following addresses or to
such other address as a party may by like notice designate:

If to Licensor to:
    Immunity, Inc.
    1247 Alton Road
    Miami Beach, Florida, 33139
    Attention:  Justine Aitel, CEO

With a copy to:

    Meister Seelig & Fein LLP
    140 East 45th Street, 19th Floor
    New York, New York 10017
    Attention:    Debora A. Stegich, Esq.


14.    Counterparts

This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and the same instrument.

15. Authority; Relationship Each party represents and warrants that on this
date they are duly authorized to bind their respective principals by their
agreement. The parties hereto are independent contractors and nothing
contained herein shall be construed as creating any agency, partnership, joint
venture or other form of joint enterprise between the parties.

16. Successors and Assigns This Agreement will be binding on the parties'
respective successors and permitted assigns. This Agreement may not be
assigned or sublicensed by Licensee without the prior written consent of
Licensor and provided further, such assignee or sublicensee agrees to accept
and be bound by the terms and conditions of this Agreement.

17.    Headings

The headings and subheadings contained in this Agreement are for convenience
of reference only and will not be considered in construing this Agreement.

18.	Advertising Disclaimer

Immunity makes no representations concerning any endeavor to review the
content of advertisements appearing in the Software or any sites listed in the
advertisements, however Immunity reserves the right to accept or reject any
submitted advertisement for no reason.

Immunity does not attempt to investigate or verify claims, including claims of
capability, benefits, or compensation made in advertisements appearing in the
Software.

The appearance of advertising in the Software in no way implies endorsement or
approval by Immunity of any advertising claims or of the advertiser, its
products, or services, or any of the sites or services that may be referenced
or linked to via advertisements. Advertising information does not necessarily
reflect the opinions of Immunity or any of its employees or clients.
Advertising material is not guaranteed to be correct, complete, or up to date.
Immunity encourages discretion while browsing advertisements. Advertisements
may direct browsers to sites containing information that some people may find
offensive or inappropriate.

The advertising service and the advertisements appearing in the Software are
provided by Immunity on an "as is" basis and Immunity expressly disclaims any
and all warranties and any liability whatsoever in connection with advertising
appearing in the Software. In no event shall Immunity be liable for any
direct, indirect, incidental, punitive or consequential damages of any kind
whatsoever with respect to the advertising service or the advertisement
contents in the Software.

Any copyrighted material appearing in Immunity advertising, not sanctioned by
the copyright holder, is unintentional. Please notify Immunity as soon as
possible if any such unsanctioned material exists in Immunity advertising.  If
proof is shown, Immunity will delete such material or obtain permission from
the copyright holder.

Immunity cannot guarantee advertisements submitted for display in the Software
will be received or processed.
19. Data
All data and other information derived or resulting from, or collected through
or in connection with, the use, installation, accessing and/or provision of
the Software to or by Licensee (collectively, "Data") shall be and remain the
property of Licensor.  Licensee understands, acknowledges and agrees that
Licensor may use such Data, as well as disclose and provide access to such
Data to third parties, for any purposes whatsoever.
SCHEDULE A

THE SOFTWARE

Software includes Immunity Software ("Software Products") that is capable of
application analysis. The Software Products are as follows:

Immunity Debugger

SCHEDULE "B"

Licensee shall pay Licensor no fee.