Exhibit 10.1

PROPALMS, INC.
EQUITY COMPENSATION PLAN

1. Purposes of the Plan. The purposes of this Propalms, Inc. 2008 Equity Compensation Plan (the "Plan") are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to Employees and Consultants, and to promote the success of the Company and the Company's Affiliates. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights, time vested and/or performance vested Restricted Stock, Stock Appreciation Rights and Unrestricted Shares may also be granted under the Plan.

2. Definitions. As used herein, the following definitions shall apply:

"Acquirer" has the meaning set forth in Section 16(c).

"Administrator" means the committee which has been delegated the responsibility of administering the Plan in accordance with Section 4 of the Plan.

"Affiliate" means any Parent and/or Subsidiary.

"Applicable Laws" means the requirements relating to the administration of equity compensation plans under the applicable corporate and securities laws of any of the states in the United States, U.S. federal securities laws, the Code, the rules and regulations of any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

"Award" means the grant of an Option, a Stock Purchase Right, a Stock Appreciation Right, a Stock Award and/or Unrestricted Shares.

"Board" means the Board of Directors of the Company.

"Cause" means, unless otherwise specifically provided in a Participant's Option Agreement, Stock Purchase Agreement, Stock Appreciation Right Agreement or Stock Award Agreement, a finding by the Administrator that the Participant's employment with or service to the Company or any Affiliate was terminated due to one or more of the following: (i) the Participant's performance of duties in an incompetent manner; (ii) the Participant's commission of any act of fraud, insubordination, misappropriation or personal dishonesty relating to or involving the Company or any Affiliate in any material respect; (iii) the Participant's gross negligence; (iv) the Participant's violation of any express direction of the Company or of any Affiliate or any material violation of any rule, regulation, policy or plan established by the Company or any Affiliate from time to time regarding the conduct of its employees or its business; (v) the Participant's disclosure or use of confidential information of the Company or any Affiliate, other than as required in the performance of the Participant's duties; (vi) actions by the Participant that are determined by the Administrator to be clearly contrary to the best interests of the Company and/or its Affiliates; (vii) the Participant's conviction of a crime constituting a felony or any other crime involving moral turpitude; (viii) the Participant's use of alcohol or any unlawful controlled substance to an extent that it interferes with the performance of the Participant's duties, or (ix) any other act or omission which, in the determination of the Administrator, is materially detrimental to the business of the Company or of an Affiliate. Notwithstanding the foregoing, if a Participant has entered into a written employment or consulting agreement with the Company that specifies the conditions or circumstances under which the Participant's service may be terminated for cause, then the terms of such agreement shall apply for purposes of determining whether "Cause" shall have occurred for purposes of this Plan.

"Change in Control Event" has the meaning set forth in Section 16(c).

"Code" means the Internal Revenue Code of 1986, as amended.

"Common Stock" means the common stock, par value $.01 per share, of the Company.

"Company" means Propalms USA, Inc., a Delaware corporation.

"Consultant" means any person, including an advisor, engaged by the Company or an Affiliate to render services to such entity, other than an Employee or a Director.

"Director" means a member of the Board or of the board of directors of an Affiliate.

"Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code.

"Employee" means any person, including officers and Directors, serving as an employee of the Company or an Affiliate. An individual shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary or any successor. For purposes of an Option initially granted as an Incentive Stock Option, if a leave of absence of more than three months precludes such Option from being treated as an Incentive Stock Option under the Code, such Option thereafter shall be treated as a Nonstatutory Stock Option for purposes of this Plan. Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company.

"Fair Market Value" means, as of any date, the value of Common Stock determined as follows:

(i) if the Common Stock is listed on any established stock exchange or a national market system, including without limitation the NASDAQ National Market or the NASDAQ Capital Market, the Fair Market Value of a Share shall be the closing sales price of a Share (or the closing bid, if no such sales were reported) as quoted on such exchange or system for the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) if the Common Stock is regularly quoted by a recognized securities dealer but is not listed in the manner contemplated by clause (i) above, the Fair Market Value of a Share shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii) if neither clause (i) above nor clause (ii) above applies, the Fair Market Value shall be determined in good faith by the Administrator.

"Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

"Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option.

"Notice of Grant" means a written or electronic notice evidencing certain terms and conditions of an Award.

"Option" means a stock option granted pursuant to the Plan.

"Option Agreement" means an agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan and the applicable Notice of Grant.

"Optioned Stock" means the Common Stock subject to an Option or Stock Purchase Right.

"Optionee" means the holder of an outstanding Option or Stock Purchase Right granted under the Plan.

"Parent" means a "parent corporation" of the Company (or, in the context of
Section 16(c) of the Plan, of a successor corporation), whether now or hereafter existing, as defined in Section 424(e) of the Code.

"Participant" shall mean any Service Provider who holds an Option, a Stock Purchase Right, a Stock Appreciation Right, a Stock Award or Unrestricted Shares granted or issued pursuant to the Plan.

"Restricted Period" has the meaning set forth in Section 12(a).

"Restricted Stock" means shares of Common Stock acquired pursuant to a grant of a Stock Award under Section 12 of the Plan.

"Service" shall mean service to the Company or its subsidiaries as an Employee or, following a Change in Control Event, service to the Acquirer (as defined in this Section 2) or its subsidiaries as an employee.

"Service Provider" means an Employee or Consultant. A Director who is neither an Employee nor a Consultant shall not be deemed to be a Service Provider.

"Share" means a share of the Common Stock, as adjusted in accordance with
Section 16 of the Plan.

"Stock Appreciation Right" means a right granted pursuant to Section 14 of the Plan, as evidenced by a Notice of Grant. Stock Appreciation Rights may be awarded either in tandem with Options ("Tandem Stock Appreciation Rights") or on a stand-alone basis ("Nontandem Stock Appreciation Rights").

"Stock Appreciation Right Agreement" means an agreement between the Company and the grantee of a Stock Appreciation Right, approved by the Administrator, evidencing the terms and conditions of an individual Stock Appreciation Right grant. Each Stock Appreciation Right Agreement shall be subject to the terms and conditions of the Plan and the applicable Notice of Grant.

"Stock Award" means an Award of Shares pursuant to Section 12 of the Plan.

"Stock Award Agreement" means an agreement, approved by the Administrator, providing the terms and conditions of a Stock Award. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan and the applicable Notice of Grant.

"Stock Award Shares" means Shares subject to a Stock Award.

"Stock Awardee" means the holder of an outstanding Stock Award granted under the Plan.

"Stock Purchase Agreement" means a written agreement between the Company and an Optionee, approved by the Administrator, evidencing the terms and restrictions applicable to stock purchased under a Stock Purchase Right. Each Stock Purchase Agreement shall be subject to the terms and conditions of the Plan and the applicable Notice of Grant.

"Stock Purchase Awardee" means the holder of an outstanding Stock Purchase Right granted under the Plan.

"Stock Purchase Right" means the right to purchase Common Stock pursuant to
Section 11 of the Plan, as evidenced by a Notice of Grant.

"Stock Purchase Stock" means shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right under Section 11 of the Plan.

"Subsidiary" means a "subsidiary corporation" of the Company (or, in the context of Section 16(c) of the Plan, of a successor corporation), whether now or hereafter existing, as defined in Section 424(f) of the Code.

"Substitute Options" has the meaning set forth in Section 17.

"Unrestricted Shares" means a grant of Shares made on an unrestricted basis pursuant to Section 13 of the Plan.

3. Stock Subject to the Plan. Subject to the provisions of Section 16 of the Plan, the initial maximum number of shares of Common Stock that may be issued under the Plan shall be 30,000,000 shares. For purposes of the foregoing limitation, the shares of Common Stock underlying any Awards which are forfeited, canceled, reacquired by the Company, satisfied without the issuance of Common Stock or otherwise terminated (other than by exercise) shall be added

back to the number of shares of Common Stock available for issuance under the Plan. Notwithstanding the foregoing, no more than 5,000,000 shares of Common Stock may be granted to any one Participant with respect to Options and Stock Appreciation Rights during any one calendar year period. Common Stock to be issued under the Plan may be either authorized and unissued shares or shares held in treasury by the Company.

4. Administration of the Plan.

(a) Administration. The Plan shall be administered by the Board or a committee of the Board.

(b) Powers of the Administrator. Subject to the provisions of the Plan, the Administrator shall have the authority, in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Options, Stock Purchase Rights, Stock Awards, Stock Appreciation Rights and Unrestricted Shares may be granted hereunder;

(iii) to determine the number of shares of Common Stock to be covered by each Award granted hereunder;

(iv) to approve forms of agreement for use under the Plan;

(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder and of any Option Agreement, Stock Purchase Agreement, Stock Award Agreement and Stock Appreciation Right Agreement. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting, acceleration or waiver of forfeiture provisions, and any restriction or limitation regarding any Option, Stock Purchase Right, Stock Award, Stock Appreciation Right or grant of Unrestricted Shares or the Shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi) to construe and interpret the terms of the Plan, Awards granted pursuant to the Plan and agreements entered into pursuant to the Plan;

(vii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;

(viii) to allow Optionees to satisfy withholding tax obligations by having the Company withhold from the Shares to be issued upon exercise of an Option that number of Shares having a Fair Market Value equal to the amount required to be withheld, provided that withholding is calculated at no less than the minimum statutory withholding level. The Fair Market Value of the Shares to be withheld shall be determined as of the date that the income resulting from exercise of the Option is recognized by the Optionee. All determinations to have Shares withheld for this purpose shall be made by the Administrator in its discretion;

(ix) to authorize any person to execute on behalf of the Company any agreement entered into pursuant to the Plan and any instrument required to effect the grant of an Award previously granted by the Administrator; and

(x) to make all other determinations deemed necessary or advisable for purposes of administering the Plan.

(c) Effect of Administrator's Decision. The Administrator's decisions, determinations and interpretations shall be final and binding on all holders of Awards. Neither the Administrator, nor any member or delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and each of the foregoing shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including without limitation reasonable attorneys' fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors' and officers' liability insurance coverage which may be in effect from time to time.

5. Eligibility. Nonstatutory Stock Options, Stock Purchase Rights, Stock Awards, Stock Appreciation Rights and Unrestricted Shares may be granted to all Service Providers. Incentive Stock Options may be granted only to Employees. Notwithstanding anything contained herein to the contrary, an Award may be granted to a person who is not then a Service Provider; provided, however, that the grant of such Award shall be conditioned upon such person's becoming a Service Provider at or prior to the time of the execution of the agreement evidencing such Award.

6. Limitations.

(a) Each Option shall be designated in the applicable Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, if an Employee becomes eligible in any given year to exercise Incentive Stock Options for Shares having a Fair Market Value in excess of $100,000, those Options representing the excess shall be treated as Nonstatutory Stock Options. In the previous sentence, "Incentive Stock Options" include Incentive Stock Options granted under any plan of the Company or any Affiliate. For the purpose of deciding which Options apply to Shares that "exceed" the $100,000 limit, Incentive Stock Options shall be taken into account in the same order as granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

(b) Neither the Plan nor any Award nor any agreement entered into pursuant to the Plan shall confer upon a Participant any right with respect to continuing the grantee's relationship as a Service Provider with the Company or any Affiliate, nor shall they interfere in any way with the Participant's right or the right of the Company or any Affiliate to terminate such relationship at any time, with or without cause.

7. Term of the Plan. The Plan shall become effective upon approval by the Company's stockholders and shall continue in effect for a term of ten (10) years unless terminated earlier under Section 19 of the Plan.

8. Term of Options. The term of each Option shall be stated in the applicable Option Agreement or, if not so stated, ten years from the date of grant. However, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option is granted, owns, directly or indirectly, stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company and any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the applicable Option Agreement.

9. Option Exercise Price; Exercisability.

(a) Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator, subject to the following:

(i) In the case of an Incentive Stock Option:

(A) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company and any Affiliate, the per Share exercise price shall be not less than 110% of the Fair Market Value per Share on the date of grant, or

(B) granted to any Employee other than an Employee described in paragraph (A)
immediately above, the per Share exercise price shall be not less than 100% of the Fair Market Value per Share on the date of grant.

(ii) In the case of a Nonstatutory Stock Option, the per Share exercise price shall be not less than 100% of the Fair Market Value per Share on the date of grant.

(iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than 100% (or 110%, if clause (i)(A) above applies) of the Fair Market Value per Share on the date of grant pursuant to a merger or other comparable corporate transaction, but in no event shall Options be granted at a per Share exercise price that would cause the Options to be deemed a deferral of compensation under Code Section 409A.

(b) Exercise Period and Conditions. At the time that an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions that must be satisfied before the Option may be exercised.

10. Exercise of Options; Consideration.

(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement, provided, however, that unless otherwise determined by the Administrator, each Option shall vest and become exercisable as to 20% of the Shares subject to such Option on the first anniversary of its date of grant, as to an additional 20% of the Shares subject to such Option on the second anniversary of its date of grant, as to an additional 20% of the Shares subject to such Option on the third anniversary of its date of grant, as to an additional 20% of the Shares subject to such Option on the fourth anniversary of its date of grant and as to the balance of the Shares subject to such Option on the fifth anniversary of its date of grant. Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of absence. An Option may not be exercised for a fraction of a Share. An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and Section 10(f) of the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 16 of the Plan. Exercising an Option in any manner shall decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b) Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service Provider, other than as a result of the Optionee's death, Disability or termination for Cause, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant). In the absence of a specified time in the Option Agreement and except as otherwise provided in Sections 10(c), 10(d) and 10(e) of this Plan, the Option shall remain exercisable for three months following the Optionee's termination (but in no event later than the expiration of the term of such Option). If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option in full within the time specified by the Administrator, the unexercised portion of the Option shall terminate, and the Shares covered by such unexercised portion of the Option shall revert to the Plan. Notwithstanding anything contained herein to the contrary, an Optionee who changes his or her status as a Service Provider (e.g., from being an Employee to being a Consultant) shall not be deemed to have ceased being a Service Provider for purposes of this Section 10(b), nor shall a transfer of employment among the Company and any Affiliate be considered a termination of employment; provided, however, that if an Optionee owning Incentive Stock Options ceases being an Employee but continues as a Consultant, such Incentive Stock Options shall be deemed to be Nonstatutory Stock Options three months after the date of such cessation.

(c) Disability of an Optionee. If an Optionee ceases to be a Service Provider as a result of the Optionee's Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee's termination (but in no event later than the expiration of the term of such Option). If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option in full within the time specified herein, the unexercised portion of the Option shall terminate, and the Shares covered by such unexercised portion of the Option shall revert to the Plan.

(d) Death of an Optionee. If an Optionee dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Option Agreement (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant), by the Optionee's estate or by a person who acquires the right to exercise the Option by bequest or inheritance, but only to the extent that the Option is vested on the date of death. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee's death (but in no event later than the expiration of the term of such Option). If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If the Option is not so exercised in full within the time specified herein, the unexercised portion of the Option shall terminate, and the Shares covered by the unexercised portion of such Option shall revert to the Plan.

(e) Termination for Cause. Unless otherwise provided in a Service Provider's Option Agreement, if a Service Provider's relationship with the Company is terminated for Cause, then such Service Provider shall have no right to exercise any of such Service Provider's Options at any time on or after the effective date of such termination. All Shares covered by such Options and not acquired by exercise prior to the date of such termination shall revert to the Plan.

(f) Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of:

(i) cash;

(ii) check;

(iii) other Shares of the Company's capital stock which (A) have been owned by the Optionee for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

(iv) consideration received by the Company under a cashless exercise program permitted by the Administrator, including a cashless exercise program utilizing the services of a single broker acceptable to the Administrator;

(v) a reduction in the amount of any Company liability to the Optionee, including any liability attributable to the Optionee's participation in any Company-sponsored deferred compensation program or arrangement;

(vi) any combination of the foregoing methods of payment; or

(vii) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.

11. Stock Purchase Rights.

(a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with Options or other Awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the Stock Purchase Awardee in writing or electronically, by means of a Notice of Grant and/or a Stock Purchase Agreement in the form determined by the Administrator, of the terms, conditions and restrictions related to the offer, including the number of Shares that the Stock Purchase Awardee shall be entitled to purchase and the price to be paid for such Shares. The offer shall be accepted by execution of a Stock Purchase Agreement in a form determined by the Administrator and payment of the applicable purchase price.

(b) Repurchase Option. Unless the Administrator determines otherwise, the Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the Stock Purchase Awardee's service

with the Company for any reason (including death or Disability). The purchase price for Shares repurchased pursuant to the Stock Purchase Agreement shall be the original price paid by the Stock Purchase Awardee and may be paid by cancellation of any indebtedness of the Stock Purchase Awardee to the Company. The repurchase option shall lapse at a rate determined by the Administrator; provided, however, that unless otherwise determined by the Administrator, the restrictions shall lapse as to 20% of the Shares subject to such Stock Purchase Agreement on the first anniversary of its date of grant, as to as to an additional 20% of the Shares subject to such Stock Purchase Agreement on the second anniversary of its date of grant, as to an additional 20% of the Shares subject to such Stock Purchase Agreement on the third anniversary of its date of grant, as to an additional 20% of the Shares subject to such Stock Purchase Agreement on the fourth anniversary of its date of grant and as to the balance of the Shares subject to such Stock Purchase Agreement on the fifth anniversary of its date of grant.

(c) Other Provisions. The Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.

(d) Rights as a Shareholder. Once the Stock Purchase Right is exercised, the Stock Purchase Awardee shall have the rights equivalent to those of a shareholder, and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 16 of the Plan.

(e) Code ss.409A. Notwithstanding anything contained herein to the contrary, Stock Purchase Rights shall not be awarded if the Committee, on the basis of advice of counsel, determines that the grant of such Rights would violate
Section 409A of the Code.

12. Stock Awards. The Administrator may, in its sole discretion, grant (or sell at par value or such higher purchase price as it determines) Shares to any Service Provider, as defined herein, subject to such terms and conditions, including vesting and/or performance conditions, as the Administrator sets forth in a Stock Award Agreement evidencing such grant. Stock Awards may be granted or sold in respect of past services or other valid consideration or in lieu of any cash compensation otherwise payable to such individual. The grant of Stock Awards shall be subject to the following provisions:

(a) At the time a Stock Award is made, the Administrator shall establish a vesting period (the "Restricted Period") applicable to the Stock Award Shares subject to such Stock Award or shall determine that such Stock Award is not subject to any vesting requirements. Subject to the right of the Administrator to establish a Restricted Period that extends vesting dates to later or earlier dates than the dates provided in this sentence, the Restricted Period of a Stock Award, if any, shall lapse as follows: the restrictions shall lapse as to one third of the Shares subject to such Stock Award on the fifth anniversary of its date of grant, as to an additional one third of the Shares subject to such Stock Award on the sixth anniversary of its date of grant and as to the balance of the Shares subject to such Stock Award on the seventh anniversary of its date of grant. The Administrator may, in its sole discretion, at the time a grant is made, prescribe restrictions in addition to or in lieu of the expiration of the Restricted Period, including the satisfaction of corporate or individual performance objectives. The Administrator may provide that all restrictions on Stock Award Shares shall lapse if certain performance criteria are met and that, if such criteria are not met, that such restrictions shall lapse if certain vesting conditions are satisfied. None of the Stock Award Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period applicable to such Stock Award Shares or prior to the satisfaction of any other restrictions prescribed by the Administrator with respect to such Stock Award Shares.

(b) The Company shall issue, in the name of each Service Provider to whom Stock Award Shares have been granted, stock certificates representing the total number of Stock Award Shares granted to such person, as soon as reasonably practicable after the grant. The Company, at the direction of the Administrator, shall hold such certificates, properly endorsed for transfer, for the Stock Awardee's benefit until such time as the Stock Award Shares are forfeited to the Company, or the restrictions lapse.

(c) Unless otherwise provided by the Administrator, holders of Stock Award Shares shall have the right to vote such Shares and have the right to receive any cash dividends with respect to such Shares. All distributions, if any, received by a Stock Awardee with respect to Stock Award Shares as a result of any stock split, stock distribution, combination of shares, or other similar transaction shall be subject to the restrictions of this Section 12.

(d) Subject to the terms of the applicable Stock Award Agreement, any Stock Award Shares granted to a Service Provider pursuant to the Plan shall be forfeited if, prior to the date on which all restrictions applicable to such Stock Award shall have lapsed, the Stock Awardee voluntarily terminates employment with the Company or its Affiliates or resigns or voluntarily terminates his consultancy arrangement with the Company or its Affiliates or if the Stock Awardee's employment or the consultant's consultancy arrangement is terminated for Cause. If the Stock Awardee's employment or consultancy arrangement terminates for any other reason, the Stock Award Shares held by such person shall be forfeited, unless the Administrator, in its sole discretion, shall determine otherwise. Upon such forfeiture, the Stock Award Shares that are forfeited shall be retained in the treasury of the Company and be available for subsequent awards under the Plan.

(e) Upon the satisfaction of the conditions prescribed by the Administrator with respect to a particular Stock Award, the restrictions applicable to the related Stock Award Shares shall lapse and, at the Stock Awardee's request, a stock certificate for the number of Stock Award Shares with respect to which the restrictions have lapsed shall be delivered, free of all such restrictions under the Plan, to the Stock Awardee or his beneficiary or estate, as the case may be.

13. Unrestricted Shares. The Administrator may grant Unrestricted Shares in accordance with the following provisions:

(a) The Administrator may cause the Company to grant Unrestricted Shares to Service Providers at such time or times, in such amounts and for such reasons as the Administrator, in its sole discretion, shall determine. No payment (other than the par value thereof, in the Administrator's discretion) shall be required for Unrestricted Shares.

(b) The Company shall issue, in the name of each Service Provider to whom Unrestricted Shares have been granted, stock certificates representing the total number of Unrestricted Shares granted to such individual, and shall deliver such certificates to such Service Provider as soon as reasonably practicable after the date of grant or on such later date as the Administrator shall determine at the time of grant.

14. Stock Appreciation Rights. The Administrator may grant Stock Appreciation Rights in accordance with the following provisions:

(a) Tandem Stock Appreciation Rights may be awarded by the Administrator in connection with any Option granted under the Plan, either at the time such Option is granted or thereafter at any time prior to the exercise, termination or expiration of such Option. The base price of any Tandem Stock Appreciation Rights shall be not less than the Fair Market Value of a share of Common Stock on the date of grant of the related Option. Nontandem Stock Appreciation Rights may also be granted by the Administrator at any time. At the time of grant of Nontandem Stock Appreciation Rights, the Administrator shall specify the number of shares of Common Stock covered by such right and the base price of shares of Common Stock to be used in connection with the calculation described in Section
14(d). The base price of any Nontandem Stock Appreciation Rights shall be not less than the Fair Market Value of a share of Common Stock on the date of grant. Stock Appreciation Rights shall be subject to such terms and conditions not inconsistent with the other provisions of the Plan as the Administrator shall determine.

(b) Tandem Stock Appreciation Rights shall be exercisable only to the extent that the related Option is exercisable and shall be exercisable only for such period as the Administrator may determine (which period may expire prior to the expiration date of the related Option); provided, however, if no such period is specified, a Tandem Stock Appreciation Right shall be exercisable only for the period that the related Option is exercisable. Upon the exercise of all or a portion of Tandem Stock Appreciation Rights, the related Option shall be canceled with respect to an equal number of shares of Common Stock. Shares of Common Stock subject to Options, or portions thereof, surrendered upon exercise of Tandem Stock Appreciation Rights shall not be available for subsequent awards under the Plan. Nontandem Stock Appreciation Rights shall be exercisable during such period as the Administrator shall determine.

(c) Tandem Stock Appreciation Rights shall entitle the applicable Participant to surrender to the Company unexercised the related Option, or any portion thereof, and, subject to Section 14(f) to receive from the Company in exchange therefor that number of shares of Common Stock having an aggregate Fair Market Value equal to (A) the excess of (i) the Fair Market Value of one (1) share of Common Stock as of the date the Tandem Stock Appreciation Rights are exercised over
(ii) the Option exercise price per share specified in such Option, multiplied by (B) the number of shares of Common Stock subject to the Option, or portion thereof, which is surrendered. In addition, the Optionee shall be entitled to receive an amount equal to any credit against the Option exercise price which would have been allowed had the Option, or portion thereof, been exercised. Cash shall be delivered in lieu of any fractional shares.

(d) The exercise of Nontandem Stock Appreciation Rights shall, subject to
Section 14(f), entitle the recipient to receive from the Company that number of shares of Common Stock having an aggregate Fair Market Value equal to (A) the excess of (i) the Fair Market Value of one (1) share of Common Stock as of the date on which the Nontandem Stock Appreciation Rights are exercised over (ii) the base price of the shares covered by the Nontandem Stock Appreciation Rights, multiplied by (B) the number of shares of Common Stock covered by the Nontandem Stock Appreciation Rights, or the portion thereof, being exercised. Cash shall be delivered in lieu of any fractional shares.

(e) As soon as is reasonably practicable after the exercise of any Stock Appreciation Rights, the Company shall (i) issue, in the name of the recipient, stock certificates representing the total number of full shares of Common Stock to which the recipient is entitled pursuant to Section 14(c) and Section 14(d) and cash in an amount equal to the Fair Market Value, as of the date of exercise, of any resulting fractional shares, or (ii) if the Administrator causes the Company to elect to settle all or part of its obligations arising out of the exercise of the Stock Appreciation Rights in cash pursuant to Section
14(f), deliver to the recipient an amount in cash equal to the Fair Market Value, as of the date of exercise, of the shares of Common Stock it would otherwise be obligated to deliver.

(f) The Administrator, in its discretion, may cause the Company to settle all or any part of its obligation arising out of the exercise of Stock Appreciation Rights by the payment of cash in lieu of all or part of the shares of Common Stock it would otherwise be obligated to deliver in an amount equal to the Fair Market Value of such shares on the date of exercise.

15. Non-Transferability. Unless determined otherwise by the Administrator, an Option, Stock Appreciation Right, Stock Purchase Right and Stock Award (until such time as all restrictions lapse) may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and, in the case of an Option, Stock Appreciation Right or Stock Purchase Right, may be exercised, during the lifetime of a Participant, only by the Participant. If the Administrator makes an Award transferable, such Award shall contain such additional terms and conditions as the Administrator deems appropriate. Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide in the Option Agreement regarding a given Option that the Optionee may transfer, without consideration for the transfer, his or her Nonstatutory Stock Options to members of his or her immediate family, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Option. During the period when Shares subject to Stock Purchase Agreements and Stock Award Shares are restricted (by virtue of vesting schedules or otherwise), such Shares may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution.

16. Adjustments Upon Changes in Capitalization; Dissolution; Change in Control and Other Events.

(a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of Shares of Common Stock covered by each outstanding Option, Stock Purchase Right, Stock Award Agreement and Stock Appreciation Right and the number of Shares of Common Stock which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, Stock Purchase Right, Stock Award Agreement or Stock Appreciation Right, as well as the price per share of Common Stock covered by each such outstanding Option, Stock Purchase Right or Stock Appreciation Right, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other

increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares of Common Stock subject to an Award hereunder.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each holder of an Award as soon as practicable prior to the effective date of such proposed dissolution or liquidation. The Administrator in its discretion may provide for an Optionee to have the right to exercise his or her Option or Stock Appreciation Right and for a holder of a Stock Purchase Right to exercise his or her Stock Purchase Right until ten (10) days prior to such transaction as to all of the Shares covered thereby, including Shares as to which an applicable Option or Stock Appreciation Right would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option applicable to any Shares purchased upon exercise of a Stock Purchase Right or any restrictions as to any Stock Award shall lapse as to all such Shares covered thereby, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Option, Stock Purchase Right or Stock Appreciation Right will terminate immediately prior to the consummation of such proposed action.

(c) Exercisability and Vesting Upon a Change in Control Event. Notwithstanding any provision of this Plan other than Section 16(d), in the event that a "Change in Control Event" occurs, all Options, Stock Appreciation Rights, Stock Purchase Stock and Restricted Stock granted hereunder which are held by Employees or Consultants as of the occurrence of such a Change in Control Event shall become fully exercisable or vested immediately and automatically upon the occurrence of such a Change in Control Event, except that in the case of Restricted Stock that is subject to a performance restriction based on the Fair Market Value of the Company's Common Stock, the Company's repurchase rights applicable to such Restricted Stock shall lapse with respect to a Change in Control Event only if and to the extent that the per-share purchase price paid or deemed paid by the Acquirer (defined below) would suffice to fulfill such performance restriction; the balance of the Restricted Stock (or cash paid by the Acquirer for such shares) shall cease to be subject to any further repurchase rights by the Acquirer ratably and monthly over the period of time (but not greater than 36 months) that the Acquirer contracts for the Services of the Employee or Consultant who beneficially holds the Restricted Stock, and if the Acquirer does not engage the Services of the Employee, the unvested shares of Restricted Stock shall vest as of the Change in Control Event. For purposes of this Plan, the term "Change in Control Event" shall mean any of the following events:

(i) the acquisition by any one person, or more than one person acting as a group (within the meaning of Rule 13d-3), of ownership of stock of the Company possessing more than 50% of the total voting power of the capital stock of the Company (the "Acquirer"); or

(ii) (a) any consolidation or merger of the Company, in which the holders of voting stock of the Company immediately before the consolidation or merger will not own 50% or more of the voting shares of the continuing or surviving corporation (or if the transaction is structured as merger or consolidation of subsidiaries, 50% or more of the continuing or surviving parent corporation) immediately after such consolidation or merger, or (b) any sale, lease, exchange or other transfer (in one transaction or series of related transactions) of all or substantially all of the assets of the Company (any transaction contemplated by this clause (ii) being referred to herein as a "Sale of the Company"), where in subparagraph "a" the dominant holders of voting stock shall be regarded as an Acquirer and in subparagraph "b" the transferee shall be regarded as an Acquirer.

(d) Assumption of Options and Awards. In the event of a Sale of the Company, each outstanding Option and Stock Appreciation Right, as modified pursuant to
Section 16(c), shall be assumed or an equivalent option or right substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the Administrator determines that, at least thirty days prior to the scheduled consummation of such Sale of the Company, the successor corporation or a parent or a subsidiary of the successor corporation has refused to assume each outstanding Option and Stock Appreciation Right, as modified pursuant to Section 16(c), or substitute an equivalent option or stock appreciation right for each outstanding Option and Stock Appreciation Right, as modified pursuant to Section 16(c), then the Administrator shall notify all holders of outstanding Options and Stock Appreciation Rights that all outstanding Options and Stock Appreciation Rights shall be fully exercisable for

a period of twenty (20) days from the date of such notice and that any Options and Stock Appreciation Rights that are not exercised within such period shall terminate upon consummation of such Sale of the Company.

17. Substitute Options. In the event that the Company, directly or indirectly, acquires another entity, the Board may authorize the issuance of stock options ("Substitute Options") to the individuals performing services for the acquired entity in substitution of stock options previously granted to those individuals in connection with their performance of services for such entity upon such terms and conditions as the Board shall determine, taking into account the conditions of Code Section 424(a), as from time to time amended or superceded, in the case of a Substitute Option that is intended to be an Incentive Stock Option. Shares of capital stock underlying Substitute Stock Options shall not constitute Shares issued pursuant to this Plan for any purpose.

18. Date of Grant. The date of grant of an Option, Stock Purchase Right, Stock Award, Stock Appreciation Right or Unrestricted Share shall be, for all purposes, the date on which the Administrator makes the determination granting such Option, Stock Purchase Right, Stock Award, Stock Appreciation Right or Unrestricted Share, or such other later date as is determined by the Administrator. Notice of the determination shall be provided to each grantee within a reasonable time after the date of such grant.

19. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.

(b) Shareholder Approval. The Company shall obtain shareholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.

(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Participant with respect to an outstanding Award, unless mutually agreed otherwise between the Participant and the Administrator, which agreement shall be in writing and signed by the Participant and the Company. Termination of the Plan shall not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

20. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares shall not be issued in connection with the grant of any Stock Award or Unrestricted Share or the exercise of any Option, Stock Appreciation Right or Stock Purchase Right unless such grant or the exercise of such Option, Stock Appreciation Right or Stock Purchase Right and the issuance and delivery of such Shares shall comply with Applicable Laws.

(b) Investment Representations. As a condition to the grant of any Award or the exercise of any Option, Stock Appreciation Right or Stock Purchase Right, the Company may require the person receiving such Award or exercising such Option, Stock Appreciation Right or Stock Purchase Right to represent and warrant at the time of any such exercise or grant that the applicable Shares are being acquired only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

(c) Additional Conditions. The Administrator shall have the authority to condition the grant of any Award or rights in such other manner that the Administrator determines to be appropriate, provided that such condition is not inconsistent with the terms of the Plan. Such conditions may include, among other things, obligations of recipients to execute lock-up agreements and shareholder agreements in the future. The Administrator may implement such measures as the Administrator deems appropriate to determine whether Shares acquired as a result of the exercise of an Incentive Stock Option have been the subject of a "disqualifying disposition" for federal income tax purposes, including requiring the Optionee to hold such Shares in his or her own name and requiring that the Optionee notify the Administrator of any such "disqualifying disposition."

(d) Trading Policy Restrictions. Option, Stock Appreciation Right and Stock Purchase Right exercises and other Awards under the Plan shall be subject to the terms and conditions of any insider trading policy established by the Company or the Administrator.

21. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction over the Company, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

22. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

23. Shareholder Approval. The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such shareholder approval shall be obtained in the manner and to the degree required under Applicable Laws.

24. Withholding; Notice of Sale. The Company shall be entitled to withhold from any amounts payable to an Employee any amounts which the Company determines, in its discretion, are required to be withheld under any Applicable Law as a result of any action taken by a holder of an Award.

25. Governing Law. This Plan shall be governed by the laws of the State of Nevada, without regard to conflict of law principles.

26. Indemnification. Each director of the Company ("Indemnified Party") shall be indemnified by the Company against all costs and reasonable expenses, including reasonable attorneys' fees, incurred by him in connection with any action, suit, or proceeding, or in connection with any appeal therefrom, to which he may be a party by reason of any action taken or failure to act under or in connection with this Plan or any award granted hereunder, and against all amounts paid by such Indemnified Party in settlement thereof (provided such settlement is approved in advance by legal counsel selected by the Company) or paid by such Indemnified Party in satisfaction of a judgment in any such action, suit, or proceeding; provided, however, that, within sixty (60) days after institution of such action, suit, or proceeding, such Indemnified Party shall in writing offer the Company the opportunity, at its own expense, to defend the same; and provided, further, however, that anything contained in this Plan to the contrary notwithstanding, there shall be no indemnification of an Indemnified Party who is finally adjudged by a court of competent jurisdiction to be guilty of, or liable for, willful misconduct, gross neglect of duty, or criminal actions in connection with this Plan or any award granted hereunder. The foregoing rights of indemnification shall be in addition to any other rights of indemnification that an Indemnified Party may have as a Director or officer of the Company.

Dated this ____ day of ___________, 2009.

PROPALMS, INC.

By: /s/ Owen Dukes
    -------------------------
    Owen Dukes, CEO

Exhibit 10.2

LICENSE AND PURCHASE OPTION AGREEMENT

This License and Purchase Option Agreement ("Agreement") is made and entered into on the 12th day of July, 2005 (the "Effective Date") by and between, Tarantella, Inc., (including its successors and assigns, "Tarantella"), a California corporation, with its principal place of business at 100 Albright Way, Suite D, Los Gatos, California, 95032, and Propalms Limited ("Pro"), a British corporation, with its place of business at the Propalms Ltd, Sunny Bank, Acklam Malton, North Yorkshire YO17 9RG

WHEREAS, Tarantella is a developer and distributor of a Tarantella software product known as "Terminal Services Edition" or "TSE" (hereafter the "Licensed Product" as more fully described in Exhibit A attached hereto);

WHEREAS, Pro is in the business of software IP ownership, providing commercial systems and software application integration, and the distribution and sale of software;

WHEREAS, Pro wishes to license the Licensed Product, and Tarantella is willing to license the Licensed Product, subject to and in accordance with the terms of this Agreement; and

WHEREAS, Pro is entitled to exercise an option to purchase the Licensed Product and all associated IP (other than the associated patents and marks which are not unique to the Licensed Product, if any) per the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the adequacy and sufficiency of which are hereby acknowledged, Tarantella and Pro agree as follows:

1.1 Subject to the terms and conditions of this Agreement, Tarantella hereby grants to Pro an exclusive (except for the SCO Distributor Agreement dated March 31, 2000 between Tarantella (formerly the Santa Cruz Operation) and Tomen Electronics Corporation (as amended) and the Source Code License and Localization Agreement dated March 31, 2000 between Tomen and Tarantella (as amended) and any other licenses that may have been granted prior to the Effective Date), non-transferable, royalty-free, perpetual, and world wide right to demonstrate, market, produce, distribute, license and support the Licensed Product through resellers and distributors or directly to end users. Tarantella also grants a non-transferable, royalty-free, perpetual, and global license to Pro to use the TSE trademark in connection with the Licensed Products.

1.2 Tarantella also grants a personal, non-transferable, royalty-free, perpetual, exclusive (other than with respect to the TSE Patents which shall be non-exclusive and the Source Code License with Tomen) and global license under Tarantella's IP to Pro to use the Licensed Product's source code ("Source Code"), including for the creation of derivative works; provided that Pro may not (a) assign, sublicense or otherwise transfer the Source Code (including any source code associated with a derivative work) and its related intellectual property
(hereafter "IP" as defined below) rights in any way and (b) subject to subparagraph (a), Pro shall own any derivative work that it creates. Any such assignment of the Source Code (including any source code associated with a derivative works), sublicense or transfer shall be null and void. "Intellectual Property" or "IP" shall mean any or all of the following and all worldwide rights therein, arising therefrom, or associated therewith which are owned by Tarantella as of the Effective Date: (i) patents (including all improvement patents, enhancements and other modifications) (collectively, the TSE Patents"), (ii) inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know how, processes, technology, technical data and customer lists, (iii) copyrights, copyright registrations and applications therefor and all other rights corresponding thereto throughout the world, (iv) computer software, including all source code, object code, firmware, development tools, files, records and data, all media on which any of the foregoing is recorded, all Web addresses, sites and

domain names, (v) industrial designs and any registrations and applications therefor throughout the world, (vi) trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefor and all goodwill associated therewith throughout the world, (vii) databases and data collections and all rights therein throughout the world, (viii) processes, devices, prototypes, schematics, test methodologies, and development tools, (ix) any similar, corresponding or equivalent rights to any of the foregoing and (x) documentation related to any of the foregoing.

1.3 Except as specifically set forth in Sections 1.1 and 1.2 hereof and subject to Section 14, Pro shall have no other rights, and no such rights shall be granted in the Licensed Products and the IP related to, or in connection with, the Licensed Product (the "TSE IP"). Subject to Section 14, ownership of the Licensed Product, and except as specifically set forth in Sections 1.1 and 1.2, all TSE IP are and shall at all times be retained by Tarantella including the right to enforce all rights associated with the TSE IP provided, that for the term of this Agreement Tarantella shall have no right to use the TSE IP for commercial purposes or to create and to demonstrate, market, produce, distribute, sell, license, support or otherwise use any such derivative works created by Tarantella (or its assignees). The parties agree and acknowledge that notwithstanding the foregoing, Tarentella (and its successors and assigns) are permitted to make use of the TSE Patents for licensing activities arising out of suspected infringement or broad based cross licensing activities.

1.4 The grant of license in this Section 1 does not contemplate or include the transfer of the remote data protocol ("RDP") license or license to the Detours Library from the Microsoft Corporation ("Microsoft"). Pro acknowledges the need for an RDP license to as well as a Detours License to enable the Licensed Product and agrees that it shall be solely responsible for acquiring any such license directly from Microsoft.

Subject to the terms and conditions of this Agreement, Tarantella hereby assigns and delivers to Pro all of its right, title, and interest in, to and under various agreements regarding the Licensed Product, including any click-through licenses (the "Assigned Agreements"). A list of the Assigned Agreements is attached hereto as Exhibit B. Pro hereby specifically assumes each of the Assigned Agreements and agrees to be bound by the terms and conditions of the Assigned Agreements, including all obligations of Tarantella thereunder.

Pro shall require its customers to execute or cause to be executed a license agreement between Pro and any customer containing provisions substantially similar to those included in the software license agreement as set forth in Exhibit C. Pro shall provide a copy of any such license agreement prior to its use and any such license agreement shall be subject to the approval of Tarantella, which approval shall not be unreasonably withheld or delayed.

4.1 Pro agrees that it shall be solely responsible for and shall provide, at a minimum, to Tarantella's current Licensed Product customers, support and maintenance services in accordance with the relevant Assigned Agreements. Such support and maintenance services consist of technical assistance via telephone or e-mail and upgrades and updates to the Licensed Product if and when they become available as more specifically described in the relevant Assigned Agreements.

4.2 After the current term of any agreement or commitment to provide support and maintenance by Tarantella to a Licensed Product customer expires or is otherwise terminated, and to the extent that Pro elects to continue to provide such support and maintenance, Pro shall enter into new agreements or commitments that are solely between Pro and any such customers.

4.3 Tarantella will prepare a letter to all current TSE customers informing them of this Agreement and that various rights of the TSE product have been purchased by Pro. This letter will be attached as Exhibit E to this Agreement.

4.4 Tarentella shall provide Pro with the names of the TSE developers and support team personnel.

5.1 Tarantella shall provide to Pro a master copy or make available for web download, all available marketing materials, spec or data sheets, brochures, presentations, relevant sales tools, and any similar materials related to the Licensed Products. Pro shall have the right to use such materials, subject to the terms of this Agreement. Pro may modify or re-brand such materials as it sees fit but only to the extent not otherwise in breach of the terms of this Agreement.

5.2 Pro and Tarentella shall issue a mutually agreeable press regarding this Agreement within seven (7) days .

6.1 Pro shall make payments to Tarantella in United States dollars. Pricing, fees, royalties, and the payment terms are set forth in Exhibit D.

6.2 Pro shall provide for and bear all costs of Pro production, development, inventory, stocking, and distribution of the Licensed Product.

6.3 Pro shall pay for the Licensed Product as set forth in Exhibit D, which is exclusive of shipping, handling, and any federal, state, municipal or other governmental taxes, duties, licenses, fees, excises or tariffs now or hereinafter imposed on the production, storage, licensing, sale, transportation, import, export or use of Licensed Products. Pro agrees to pay such charges or, in lieu thereof, Pro shall provide an exemption certificate acceptable to Tarantella and the applicable taxing authority. Tarantella, however, shall be responsible for all taxes based upon its net income.

7.1 This Agreement shall be in effect from the Effective Date and will continue thereafter until terminated in accordance with the terms of this Agreement.

7.2 Should either party materially breach any provision of this Agreement, and fail to remedy such breach within thirty (30) days of written notice thereof, the injured party may terminate this Agreement, as well as pursue any other rights and remedies provided by law or equity. Upon such termination, Pro shall cease any and all use, sale or distribution of the Licensed Product (including any derivative works); provided that any such termination shall not affect any customer licenses of the Licensed Products properly acquired hereunder prior to the effective date of such termination.

8.1 Tarantella does not warrant that the Licensed Products will meet Pro requirements or that its operation will be uninterrupted or error free. Tarantella warrants that the reproduction of the software on the media material provided by Tarantella is correct in all material ways.

8.2. Tarantella warrants that it has provided Pro all the information relating to any licensing of the TSE product. Tarantella also warrants that unless specified within this Agreement there are no lawsuits or any legal actions pending with the TSE product

8.3 EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 8.1 and 8.2, LICENSED PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.4 TARANTELLA MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO ANY THIRD PARTY OR OPEN SOURCE TECHNOLOGY THAT MAY BE INCLUDED IN OR WITH THE LICENSED PRODUCT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.5 TARANTELLA MAKES NO WARRANTY DIRECTLY TO PRO END USER CUSTOMERS AND NO SUCH CUSTOMER SHALL HAVE ANY THIRD PARTY RIGHTS AGAINST TARANTELLA.

9.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND SUSTAINED OR INCURRED IN CONNECTION WITH THIS AGREEMENT AND THE SOFTWARE THAT IS SUBJECT TO THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. IN NO CASE WILL TARANTELLA BE LIABLE FOR ANY REPRESENTATION OR WARRANTY MADE TO ANY THIRD PARTY BY PRO OR ANY AGENT OF PRO OTHER THAN THOSE WARRANTIES PERMITTED HEREIN.

9.2 WITH THE EXCEPTION OF THE INDEMNIFICATION OF BOTH PARTIES AS SET FORTH BELOW, IN NO EVENT SHALL TARANTELLA'S LIABILITY UNDER OR ARISING OUT OF THIS AGREEMENT EXCEED THE SUM OF MONIES RECEIVED BY TARANTELLA FROM PRO UNDER THIS AGREEMENT.

10.1 Tarantella agrees to indemnify, defend and hold PRO and its resellers, distributors, customers and other third parties (collectively, "Indemnitees") harmless from any and all damages, liabilities, costs and expenses (including expenses and attorney's fees) incurred by such Indemnitees as a result of any claim, judgment or adjudication against such Indemnitees alleging that the Licensed Products, other materials provided by Tarantella hereunder, trade names or the marks used as permitted hereunder infringe or misappropriate any U.S. trademark, trade secret, copyright, patent or other proprietary right of any third party, provided: (i) the Indemnitee promptly notifies Tarantella in writing of the claim; and (ii) the Indemnitee agrees that Tarantella will have the sole control of any action and all negotiations for

settlement and compromise. Notwithstanding the foregoing, Tarantella shall have no obligation or liability under this
Section 10.1 for any infringement claim resulting from modifications to the Licensed Products not made by Tarantella, use of the Licensed Products in any manner not expressly permitted hereunder, or the combination of the Licensed Products with any product or software not provided by Tarantella, if such infringement would not have occurred but for such modifications, misuse or combination. The obligations contained in this Section 10.1 shall expire on the earlier of:
a) termination of this Agreement for a material breach of Pro;
b) December 31, 2007 or c) the expenditure by Tarantella for the discharge of its obligations under this Section 10.1 of more than $1,000,000.

10.2 Should the Licensed Products, or the operation of the Licensed Products, become, or in Tarantella's opinion be likely to become, the subject of infringement of any trademark, copyright or patent, Pro agrees to permit Tarantella, at Tarantella's option and expense, either to procure for Pro the right to continue using the Licensed Products, or to replace or modify the Licensed Products so that they become non-infringing. If Tarantella determines that neither of the foregoing options are feasible, then Tarantella shall accept return of all of the affected Licensed Product(s) and refund to Pro all amounts paid hereunder for such Licensed Product(s), depreciated on a straight-line method using a useful life of five (5) years.

10.3 .

10.4 THE ABOVE CLAUSE 10.1 and 10,2 STATES THE ENTIRE LIABILITY OF TARANTELLA WITH RESPECT TO INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS OR ANY OTHER FORM OF INTELLECTUAL PROPERTY RIGHT BY ANY LICENSED PRODUCT SUPPLIED BY PRO.

10.5 Pro agrees to indemnify, defend and hold Tarantella harmless from any and all damages, liabilities, costs and expenses (including expenses and attorney's fees) incurred as a result of any claim, judgment or adjudication against Tarantella (a) alleging that any derivative work of the Licensed Product by Pro infringe or misappropriate any trademark, trade secret,

                  copyright, patent or other proprietary right of any third
                  party, (b) alleging any breach of the terms of any of the
                  Assigned Agreements or (c) alleging any breach of the
                  obligation to provide support and maintenance as contemplated
                  in Section 4.0; provided, that in any such circumstance, (i)
                  Tarantella promptly notifies Pro in writing of the claim; and
                  (ii) Tarantella agrees that Pro will have the sole control of
                  any action and all negotiations for settlement and compromise.

11.0     RESTRICTED RIGHTS LEGEND
         ------------------------

         When licensed to the U.S., State, or Local Government, the Licensed
         Product and software documentation distributed by Pro is commercial
         software or documentation as defined in Federal Acquisition Regulation
         clause 12.212, and has been developed exclusively at private expense.
         If Licensed Product or software documentation is acquired by or on the
         behalf of the U.S. Government or a U.S. Government prime contractor or
         subcontractor (at any tier), the U.S. Government's rights in the
         Licensed Software or technical data is as set forth in this Agreement;
         this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for
         Department of Defense (DoD) acquisitions) and with 48 CFR 2.101 and
         12.212 (non-DoD acquisitions). All Licensed Product or software
         documentation acquired by the State or Local Government said computer
         software/documentation shall be acquired under the licenses customarily
         provided to the general public. Manufacturer: Tarantella, Inc., 100
         Albright Way, Suite D, Los Gatos, California 95032.

12.0     EXPORT CONTROL
         --------------

         Pro shall comply with all applicable Federal, state and local laws,
         ordinances, codes, rules and regulations in the performance of this
         Agreement, including, without limitation, Federal Communications
         Commission Regulations, U.S. Department of Commerce Export Regulations,
         and U.S. Treasury-U.S. Customs Regulations.

13.0     PATENT, COPYRIGHT AND TRADEMARK RIGHTS
         --------------------------------------

         13.1     In the event that Pro uses the name of the Licensed Products
                  or the "TSE" trademark in any of its advertising,
                  publications, packaging, external or other communications of
                  any kind, ,Pro shall cause to appear the appropriate
                  proprietary designations and notices for the Licensed
                  Products, including, all necessary, copyright, trademark,
                  service mark and patent notices. At a minimum, the appropriate
                  trademark symbol must be used at least once for each Licensed
                  Product in accordance with standard trademark practices.

         13.2     Pro agrees not to assert any patent rights related to any
                  Intellectual Property rights licensed or transferred under
                  this Agreement against Tarantella (and its successors and
                  assigns), its affiliates, customers, distributors or other
                  licensees for making, using, selling, offering for sale, or
                  importing any products which implement, use or incorporate any
                  such Intellectual Property rights licensed or transferred
                  under this Agreement.

14.0     RIGHT TO PURCHASE
         -----------------

         At anytime after the Maximum Amount has been paid by Pro, or Tarantella
         decides in its sole discretion to sell the TSE IP (other than the TSE
         Patents), but in no event later than 31st December, 2007, Pro shall
         have the right to purchase the TSE IP (other than the TSE Patents) for
         $1.00 and on such other terms and conditions as may be agreed in good
         faith between the parties in their reasonable discretion. Once the
         Maximum Amount has been paid and the TSE IP rights (other than the TSE
         Patents) have been transferred, the Agreement shall be terminated.

15.0     CONFIDENTIALITY
         ---------------

         15.1     Each party shall at all times retain in confidence all
                  confidential and/or proprietary information and know-how
                  disclosed or made available by the other. The recipient shall
                  make no use of such information and know-how except under the

                                       7

                  terms and for the duration of this Agreement (or thereafter as
                  necessary to exercise its rights that continue beyond
                  termination hereof). The parties hereby agree that all the
                  terms and conditions of this Agreement and exhibits hereto,
                  shall be treated as confidential material and shall not be
                  disclosed without the prior written consent of the disclosing
                  party.

         15.2     Confidential and/or proprietary information shall not include
                  information the recipient can document: (a) is in or (through
                  no improper action or inaction by the recipient) enters the
                  public domain; (b) was rightfully in its possession or known
                  by it prior to receipt from the disclosing party; (c) was
                  rightfully disclosed to it by another person without
                  restriction; or (d) was independently developed by it by
                  persons without access to such information and without use of
                  any confidential and/or proprietary information of the
                  disclosing party.

         15.3     Each party, with prior written notice to the disclosing party,
                  may disclose confidential and/or proprietary information to
                  the minimum extent possible that is required to be disclosed
                  pursuant to the lawful requirement or request of a government
                  entity or agency, provided that reasonable measures are taken
                  to guard against further disclosures, including without
                  limitation, seeking appropriate confidential treatment or a
                  protective order, or assisting the other party to do so.

         15.4     Each party understands that the other party may develop or
                  receive information similar to the confidential information.
                  Subject to copyrights and patent rights of each party, (i)
                  either party may develop or acquire technology or products,
                  for itself or others, that are similar to or competitive with
                  the technology or products of the disclosing party, and (ii)
                  each party is free to use information which may be retained in
                  the unaided memory of the receiving party's employees or
                  contractors who have had access to the confidential
                  information of the other party disclosed hereunder (including,
                  in this context, engineers who may have had access to the
                  Licensed Product Source code prior to the Effective Date).

16.0     ASSIGNMENT OF RIGHTS
         --------------------

         Neither party may assign this Agreement without the prior written
         consent of the other party, which consent shall not be unreasonably
         withheld or delayed. Notwithstanding the foregoing, Tarantella may
         assign this Agreement without consent or restriction to any party
         acquiring Tarantella, or all, or substantially all of its assets.
         Tarantella shall use commercially reasonable efforts to provide Pro
         with notice of any such assignment. This Agreement if properly assigned
         shall be binding upon and inure to the benefit of the parties hereto,
         their successors, administrators, heirs and assigns.

17.0     CONTROLLING LAW
         ---------------

         This Agreement and the licenses granted under it shall be governed by
         and construed in accordance with the laws of the State of California,
         excluding its conflict of law provisions thereof, and the parties
         hereby consent to the exclusive jurisdiction of the California courts.
         The UN Convention for the International Sale of Goods shall not apply.

18.0     SEVERABILITY
         ------------

         If any provision or provisions of this Agreement shall be held to be
         invalid, illegal or unenforceable, the validity, legality and
         enforceability of the remaining provisions shall not in any way be
         affected or impaired thereby. The parties will seek in good faith to
         agree on the replacement of any invalid, illegal, or unenforceable
         provision with a valid, legal, and enforceable provision which, in
         effect, will, from an economic or substantive viewpoint, most nearly
         and fairly approach the effect of the invalid, illegal, or
         unenforceable provision.

                                       8

19.0     ACTS BEYOND PARTIES' CONTROL
         ----------------------------

         Neither party shall be liable for any delay or failure in its
         performance hereunder due to any cause beyond its reasonable control;
         provided, however, that this provision shall not be construed to
         relieve Pro of its obligation to make any payments pursuant to this
         Agreement.

20.0     BINDING EFFECT
         --------------

         Subject to the limitations herein expressed, this Agreement will
         benefit and be binding upon the parties, their successors,
         administrators, heirs and assigns.

21.0     THE PARTIES AS INDEPENDENT CONTRACTORS
         --------------------------------------

         The parties shall at all times be independent contractors and shall so
         represent themselves to all other parties. No party has granted to the
         other the right to bind it in any manner or thing whatsoever and
         nothing herein shall be deemed to constitute a partnership, to make one
         party the agent or legal representative of the other, nor to constitute
         the parties as joint venturers.

22.0     WAIVER
         ------

         The waiver of one breach or default hereunder shall not constitute the
         waiver of any subsequent breach or default.

23.0     REPRESENTATION AND WARRANTIES
         -----------------------------

         Each party represents and warrants that (a) it has all requisite
         corporate power and authority to execute, deliver, and perform this
         Agreement and (b) the execution and delivery by it, the consummation of
         the transactions contemplated hereby and the performance by it of its
         obligations hereunder have been duly and validly authorized by all
         necessary corporate action.

24.0     ENTIRE AGREEMENT
         ----------------

         This Agreement constitutes the entire agreement between Pro and
         Tarantella regarding the subject matter hereof and supersedes all
         previous negotiations, proposals, commitments, writings,
         advertisements, and understandings of any nature whatsoever. This
         Agreement may be modified only in writing executed by an authorized
         representative of each party. Any terms set forth on any purchase order
         or other document related hereto which are submitted to or sent by
         either party and which are in conflict with or in addition to the terms
         of this Agreement shall be null and void.

25.0     SURVIVAL OF PROVISIONS
         ----------------------

         The provisions of this Agreement that by their nature extend beyond the
         applicable expiration date or other termination of this Agreement will
         survive and remain in effect until all obligations are satisfied.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

TARANTELLA, INC.                             PROPALMS LTD.


By: ______________________________           By: _______________________________

Name: ____________________________           Name: _____________________________

Title: ___________________________           Title: ____________________________

Date:  ___________________________           Date:  ____________________________

EXHIBIT A
LICENSED PRODUCT DESCRIPTION

1. The Licensed Product is described as follows:

Secure Global Desktop Terminal Services Edition (TSE) Versions :
V.2.1
V.4.0

License Generator for Keys for the above versions

Exhibit 10.3

HSBC INDICATIVE SUMMARY TERMS AND CONDITIONS

This Summary sets out indicative terms and conditions for banking facilities and is subject to HSBC Bank plc (the Bank) formal credit approval upon completion of the due diligence process. It is intended to outline the terms on which the Bank expects to be able, at its option, to offer such facilities. Any such facilities will additionally be subject to satisfactory completion of all documentation required by the Bank.

These terms are not meant to be exhaustive and the facility agreement will contain other terms and conditions. The terms may also need to be revised, as further information becomes available or market conditions change.

This does not constitute a binding offer of commitment.

Confidentiality

These Indicative Summary Terms and Conditions are confidential and are not to be disclosed to or relied upon by any other person.

Description of Facility

Facility          Term Loan
Borrower          Propalms Ltd
Amount            (pound)150,000
Term              10 years
Repayments        Monthly capital & interest
Interest Margin   2.2% above HSBC Base Rate
Arrangement Fee   1.25%
Prepayment Fee    No early repayment penalty

Security Personal Guarantee for (pound)75k from Directors
(pound)75k of cash funds secured against facility

Preconditions:
To be completed, to the Bank's satisfaction, prior to drawdown of the loan facility:
Evidence of satisfactory insurance cover in place; Compliance with Bank's account opening and money laundering regulations; All security to be completed prior to drawdown; Appropriate Life cover to be agreed with the Bank and arranged through HSBC Independent Financial Advisor;
Interest rate hedging in place for min (pound)150k and 5 years term to be arranged through HSBC Treasury Department;

Covenants & Undertakings

All professional fees and reasonable out of pocket expenses incurred by the Bank in setting up the facilities are for the account of the borrower.