Karim:

Can we plan to talk this afternoon? I blocked of= f some time at 3:00 EST. Will that work for you? My goal is to continu= e building legal/business foundations so that we can set clearer expectations= for ourselves, sales reps, data providers, and customers as to “how this = is all going to work”. I’d like to begin discussing the following:

· Sales Rep. - let's walk through this and not= e any revisions/upgrades that should be made. Are you comfortable using this with everyone or do you want to have different commission levels for preferred providers?

· License Agreement - similar to sales rep.&nb= sp; Let's walk through and discuss any changes needed. In the eyes of customers, this agreement may separate the men from the boys in terms of credibility and will also set the stage for substantiating the value proposition based on what you are providing.

o&nb= sp; Do you want to have separate forms of this agreement for enterprises and consultants?

o&nb= sp; Pricing for enterprises – is pricing /= value proposition reasonable based on size of network? If so, then you fill= in the reasonable breakpoints for network size corresponding price points.&nbs= p; Do we have any comparables to serve as a gut-check?

o&nb= sp; Pricing for consultants / insurers – h= ave we characterized this type of customer properly? Are we clear about the = “Intended Use” in these situations?

o&nb= sp; Restrictions and Limitations – Do you = want to provide guidelines for the operating systems that a customer can use to = access Praetorian? How will customer access work once you give them a licens= e and access codes? Will access be restricted to a certain number of pe= ople or machines at one time? Can you monitor when access is made and by w= hom / for what? Will Big Brother be watching???

o&nb= sp; Defining the “Software” – = I want to do a better job defining the Software in the agreement.

o&nb= sp; Defining the “Documentation” = 211; Will there be any training manuals describing the functionality of Praetori= an? Even if it is 5 - 10 pages long and bullet point, I think that would provid= e additional credibility to customers about the solution. Can Jerry wor= k on this?

o&nb= sp; SLA - There are reps and warranties in the L= icense Agreement that cover what the Licensor promises. Any reps as to servi= ce quality, volume, interruptions, etc. can be included in that section. = I'd recommend syncing those service warranties with the promises made to you by data providers. In the agreement with Def-Intel we had them make reps= and warranties about service which we can pass along to your customers. Y= ou just need to make absolutely certain that your systems, servers, hosting, e= tc. is solid and redundant and nothing goes down (at least not in a way that breaches a warranty).

o&nb= sp; Reps and Warranties not included – I s= tripped out all standard reps and warranties that indicate Licensor has full owners= hip of IP or right to use the IP in the Software.

· Provisional Patent – Want to get this started just to have something in place? This opens the can of worms = with Jerry over ownership and authorship of the current code, so it may be bette= r left

· Jim Hunt – green light for Unveillance Fed? Review presentation from yesterday.

· Status on Data Feed agreements with other providers -

· Def-Intel – how are they doing financi= ally? Is their other cash flow coming in? Have they resolved service issues= ? Do we need to begin addressing royalty arrangements? How is their relationship with Endgames?

· Sales Updates – call with Zurich? = ; Next steps with Munich Re? Next steps with Aon? Enterprise customers= ?

· Timing / Runway? Let’s review av= ailable cash resources and burn rate and discuss clear targets for decisions going forward.

· Investors – If we run out of time/runw= ay, what do you reasonably think you can get from Owen or other sources to buy some time?

o&nb= sp; Have you put any additional thought/content = into the Pro Forma and Business Plan?

· Legal Services Engagement – I want to = take a dose of my own medicine and discuss the particulars of my legal engagemen= t and the time dedicated to Unveillance.

Sorry for the brain dump. I don’t expect t= o get to all of these today, but I want to keep advancing these balls down the fi= eld.

Take care,

M. Patrick Callahan

deAndrade Callahan, LLC

Two Ravinia Drive

Suite 1705
Atlanta, Georgia 30346

Office: (678) 579-0987

E-mail: patrick@d= ecalaw.com

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