This Agreement is made as of October 1, 1996 by and between NYSERNet. org, Inc., a not-for-profit corporation organized and existing under the laws of the State of New York, with its principal offices at 125 Elwood Davis Road, Syracuse, New York 13212, hereinafter referred to as "NYSERNet," and Applied Theory Communications, Inc., with its principal office at 40 Cutter mill Road, Great Neck, New York 11201, hereinafter referred to as "Applied Theory."

WITNESSETH:

WHEREAS, NYSERNet has developed and authored the original and later versions of the proprietary software known as RDBMS. a; and

WHEREAS, NYSERNet has developed and authored the original and later versions of the proprietary software known as AJB WWW SERVER SOFTWARE and AJB WWW SERVER/AGENT SOFTWARE including the additional modules listed on Schedule A for the non-profit purpose of working with the New York State Department of Labor ("NYSDOL") to establish a world wide web version of the America's Job Bank system; and

WHEREAS, NYSER Net has entered into a further agreement with NYSDOL to modify and update the AJB Software (as defined below), pursuant to America's Job Bank Contract Amendment#3 dated October 25, 1996 that is attached as Schedule B ("NYSDOL AMENDMENT"), under which NYSDOL agreed to pay NYSERNet $446,600 for software development services; and