PANAMA EMPLEOSNET
APPLICATION LICENSE ON INTERNET
AND SUBSCRIPTION SERVICE AGREEMENT.

IMPORTANT. READ THIS CAREFULLY: The terms and conditions that follow establish a legal agreement between you, the end user and EMPLEOSNET OF PANAMA, a company registered in Panama City, Panama whose headquarters is located in 50 Street Building GyG, alongside Global Bank Tower. ("EMPLEOS.NET"), with respect to the computer software named FuturaADEP, FuturaDIAV, FuturaJOB, FuturaMATCH, FuturaCOMPARE, FuturaDDI, FuturaDISC180 and FuturaCOACH and, if appropriate, other software modules related and included in FuturaSUITE (collectively named, in this agreement as "Software"). The term "Software" includes: (i) all of the updates that such software may receive, either through a subscription service or other support service, (ii) all the software add on you order and install, and(iii) third-party software, such as Adobe PDF library, incorporated in the software mentioned, being, all of them, subject to the same terms and conditions. You may not use the software without a license from EMPLEOS.NET. Hereby, EMPLEOS.NET offers you a non-exclusive license under the terms specified in this contract. We recommend that you proceed, therefore, to carefully read these terms and conditions BEFORE you use the Software. The fact of using the Software means that you agree to the terms and conditions specified herein. If you do not agree with them, you must CONTACT EMPLEOS.NET as soon as possible, to refund your money. This is a license agreement and not an agreement for sale.

1. LICENSE GRANT. (a) EMPLEOS.NET grants you a nonexclusive, nontransferable license to use the Software and user documentation printed or in electronic form (hereinafter "Documentation") accompanying the Software in accordance with this Agreement (hereinafter "License "). (b) Security mechanism. EMPLEOS.NET reserves the right to incorporate a security mechanism within the Software to control its use, in order to verify compliance with this license. Such a security mechanism may store data relating with the use of the Software, including the number of times it has been used.

2. ELIGIBILITY. This software can only be used by professionals with extensive experience in HUMAN RESOURCE AREA.

By using this software you agree and acknowledge that own these qualifications.

The purpose of this software is to be used as a TRAINING TOOL AND SUPPORT TO HUMAN RESOURCES MANAGEMENT.

Is not recommended to use this software as the only criterion for recruitment, and the sole criterion for establishing career plans, organizational development and other related tasks, as the results obtained SHOULD BE NECESSARILY VALIDATED, COMBINED, COMPARED AND CONTRASTED with the results achieved in the implementation of other tools and criteria OWN AND SPECIFIC TO YOUR COMPANY, in order to make objective and pertinent decisions according to a broad and responsible criteria.

Please carefully read the material appearing under the heading "Responsible Use of this test" before using this software.

3. OWNERSHIP OF SOFTWARE AND COPY RESTRICTIONS. Intellectual property rights, trade secret and all other proprietary rights applicable to the Software and the Documentation belong to EMPLEOS.NET and its affiliates worldwide and will be retained by them. THE SOFTWARE AND DOCUMENTATION ARE PROTECTED BY COPYRIGHT LAWS AND OTHER INTELLECTUAL PROPERTY LAWS. Each EMPLEOS.NET licensor is a third party beneficiary of this Agreement. You obtain solely the rights specifically provided in this Agreement. It is not allowed to create copies of the Software in any machine readable format, except to create backups and within the restrictions of the license as provided for in Article 1. It is strictly forbidden to remove from the Software or Documentation any note regarding copyright, any other property rights or explicit responsibilities declines. Is mandatory to reproduce such notes and responsibility declinations in every copy made from Reports Generated by the Software under this Agreement.

4. OTHER RESTRICTIONS ON USE. This Agreement is the proof that credits you as licensee and as holder of the rights granted herein. Therefore, you must keep it forever. Except as permitted in Article 1, the Software may not be used part or in whole for any purpose not related to the usual purposes PROFESSIONAL PRACTICES IN HUMAN RESOURCE AREA as described herein. You may not sell or license or sublicense, assign, transfer, lease or rent (including through an application service provider [ASP] or shared ownership agreement) the Software or license granted by this Agreement. It is prohibited to offer the Software through an application service provider or the Internet or through a timeshare arrangement so that the other party may use the Software. It is prohibited to install or use the Software over the Internet, including, without limitation and in no case limiting or excluding, the use in connection with a host service ("hosting") web or a similar service, or make the Software available to third parties via the Internet on your computer or otherwise. It is also forbidden to modify the software, create derivative works from the Software or Documentation, analyze the Software for the purpose of competing with EMPLEOS.NET, reverse engineer, decompile, disassemble or attempt to discover the source code of the Software, except if you work in accordance with Article 11, described below, because it contains trade secrets and its licensors EMPLEOS.NET as, for example, the structure, organization and code of the Software.

5. SUBSCRIPTION SERVICE. This software is distributed exclusively as SAAS (acronym meaning Software as a Service).

6. EFFECTIVE PERIOD. The license is granted for an indefinite period while you remain up to date with payments.

EMPLEOS.NET reserves the right to revoke this license immediately by restricting access to the application: (i) face to a justified cause, such as the violation without limitation of any clause of Article 3 or 4 of this Agreement, (ii) the violation of any clause of this Agreement.

7. RESPONSIBILITY FOR THE SELECTION AND USE OF THE SOFTWARE. You are responsible to monitor, manage and control the use of the Software and everything that is produced with it, including, but not limited to: (i) selecting the appropriate Software to achieve the desired results, (ii) determine the appropriate uses of the Software and its results in its Human Resources programs, (iii) establish adequate independent procedures to verify the accuracy of the Software and any of its results, (iv) prevent the files created by the software to be used to violate the privacy rights of applicants. Is strictly forbidden the use as a substitute for professional judgment or the complementary independent testing. You are the only responsible for the results obtained through the use of this software and its implementation.

8. LIMITED WARRANTY AND LIMITATION OF LIABILITY EXCEPTIONS

a.- We do not offer any guarantee on the operation of the software or the results obtained with it. By using this software, you expressly agree with this limitation and understand that use it at your own risk. If you do not agree with this clause EMPLEOS.NET will refund your money.

b.- Liability limitations. Within the limits permitted by applicable local laws, the liability of EMPLEOS.NET and its licensors, whether by conditions specified in the contract, tort (including negligence) or other causes, resulting or related to the Software or Documentation herewith, or any service provided occasionally, shall not exceed the license fee paid for Software. Neither EMPLEOS.NET or its licensors are liable in any circumstances for any special, indirect, incidental, punitive or consequential damages (including, without limitation, damages resulting from the impossibility of use, loss of data, loss of profits, loss of reputation or loss of business) arising from or related to the use of or inability to use the Software or Documentation herewith and any service provided occasionally, even assuming that EMPLEOS.NET or its licensors have been advised of the possibility of such damages.

9. UNITED STATES GOVERNMENT RESTRICTED RIGHTS. The Software is a "commercial item" as defined in 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial software documentation" according to the use of those terms in 48 C.F.R. 12.212 (SEPT 1995) and is provided to the U.S. Government (a) for acquisition by or on behalf of civilian agencies in a consistent way with the policy described in 48 C.F.R. 12.212, or (b) for acquisition by or on behalf of units of the Department of Defense in a consistent way with the policy described in 48 C.F.R. 227.7202-1 (JUN 1995) and 227.7202-4 (JUN 1995). Should you receive a request from an agency of the U.S. government to provide the Software with rights beyond those set forth above, you must notify EMPLEOS.NET the scope of the request and EMPLEOS.NET have five (5) working days for, in its sole discretion, accept or reject the request. Contractor / manufacturer: EMPLEOS.NET.

10. EUROPEAN DIRECTIVE ON THE SOFTWARE. If the clauses of the Directive of May 14, 1991 from the Council of the European Communities concerning the legal protection of computer programs implemented in the relevant national legislation (the "Software Directive") apply to the use of the Software, and if you want to get the information necessary to achieve interoperability of a computer program independently created with the Software as provided in Article 6 of the software Directive ("interoperability Information"), you shall give written notice to EMPLEOS.NET specifying the nature of the interoperability information you need and the purpose for which it will be used. If EMPLEOS.NET reasonably determines that is entitled to this interoperability information as set forth in the Software Directive, EMPLEOS.NET must choose between: (i) provide such information about interoperability or (ii) allow you to reverse engineer the Software, within the limits and for the purposes prescribed by the software Directive, only to the extent imperative to get such information on interoperability. If EMPLEOS.NET elects clause (i),you shall provide any information and assistance reasonably requested by EMPLEOS.NET to allow EMPLEOS.NET to perform clause (i), and EMPLEOS.NET may charge a reasonable fee for making available the interoperability information requested, unless such fee is prohibited under the software Directive.

11. RULES FOR THE EXPORT. You acknowledge that the Software and Documentation may be subject to the legislation in force in the United States or the United Kingdom concerning the control of exports and agree not to export, re-export or transship the Software or Documentation without proper licenses from the government of the United States or other countries without the written permission of EMPLEOS.NET and its licensors. In addition, declare and guarantee that neither you nor all users using the Software are citizens of the following countries, nor that is in an embargoed nation or other restrictions including, but not limited to Cuba, Iran, North Korea, Sudan or Syria, and that is not prohibited, in any other way under the export control laws, receiving the Software. All rights to use the Software are granted with the condition that you lose them if you miss the conditions of this contract.

12. GENERAL PROVISIONS. This Agreement shall be governed, construed and enforced in accordance with the substantial case law of the Republic of Panama, without giving effect to any choice of law rules and without giving consideration to the United Nations Agreement on Contracts for the International Sales of Goods, and will be considered a contract under seal. The original Spanish text of this Agreement shall be the authorized text to all effects, no matter what the translations or interpretations of this Agreement into other languages. If for any reason a court of competent jurisdiction finds that cannot be enforced any provision of this Agreement, or a portion thereof, such provision or part of it shall be enforced to maximum extension and the remainder of this Agreement shall remain valid and shall remain in force.

13. SALES IN CANADA. If you acquired this product in Canada, you agree that:

The parties confirm that it is their wish that this Agreement as well as other documents related thereto, including notes, have been and shall be written in Spanish language only and Spanish versions of this Agreement and all other documents are the only authorized versions for all purposes.

14. INTEGRITY OF THE AGREEMENT. Lastly, confirm that this Agreement expresses terms of the deal between you and EMPLEOS.NET in full and exclusively in connection with the Software and subscription service, which prevails over any other agreement, oral or written, and any other communications between you and EMPLEOS.NET relating to the Software and subscription service. However, this Agreement does not supersede the terms of any other contract between you and EMPLEOS.NET with respect to the Software and subscription service.

15. Registered trademark of Adobe. Adobe is a registered trademark or a trademark of Adobe Systems Incorporated in the United States and other countries.