MICROMUSE END USER SOFTWARE LICENSE AGREEMENT ("EULA")

effective as of February 2006

The software (the "Licensed Software") enclosed with this End User Software License Agreement ("EULA") or delivered via authorized download and related documents, training materials and user guides (collectively, the ("Documentation") are licensed solely to the entity named as licensee in Micromuse’s business records (the "Licensee") subject to the terms of this EULA, unless such terms are expressly and unambiguously amended by a separate written license agreement between Licensee and Micromuse Inc. or one of Micromuse Inc.’s subsidiaries or affiliates (individually and collectively, "Micromuse" as used herein). Wherever possible, Micromuse will deliver Licensed Software by providing Licensee with the necessary access rights (URL/IP address and password) to enable download of the Licensed Software directly to Licensee’s host computer. Licensed Software available via download (FTP or otherwise) will be deemed delivered as of the time when Micromuse makes the download available to Licensee. If Licensee does not agree with these terms, Licensee must take the following steps within five (5) business days after receipt of Licensed Software: (1) for Licensed Software delivered on physical media, Licensee must return the unopened package containing the media together with the Documentation to Micromuse; or (2) for Licensed Software delivered via download, Licensee must erase the Licensed Software completely from any Licensee server and/or systems, destroy or return any Documentation in printed or electronic form, and certify to Micromuse in writing signed by an officer of Licensee that such actions have been taken. Micromuse’s address for returns or notices for Licensees using software at Sites (as defined below) located in Africa, Europe (including the United Kingdom, Ireland and Russia), Turkey, and the Middle East is Micromuse Limited, Disraeli House, 90 Putney Bridge Road, London SW18 1DA, England. Micromuse’s address for returns or notices for all other Licensees is Micromuse Inc., 650 Townsend Street, Suite 475 San Francisco, CA 94103, United States of America.

THIS IS A LICENSE AND NOT A SALE

1. License Grant

1.1. Subject to the terms and conditions of this EULA, Micromuse grants, solely for use by Licensee, a non-exclusive, non-transferable license to:

1.1.1. use Licensed Software solely for Licensee’s own internal business purposes on the hardware and the operating system software and at the site specified by Licensee (the "Site") at the time of the order and solely in accordance with the accompanying Documentation;

1.1.2 use any NfVoIP™ IPT Solution Bundle solely to manage IP Telephony deployments (for avoidance of doubt, the NfVoIP™ IPT Solution Bundle may also be used to manage non-IP Telephony systems in conjunction with the management of related IP Telephony deployments, but cannot be used in the absence of an IP Telephony deployment);

1.1.3. use Licensed Software licensed for failover or other fully operational backup purposes solely for Failover or "hot" backup/on-demand disaster recovery purposes ("Failover" as used herein is defined as when the primary or production copy of the Licensed Software is unavailable for processing of events; when the primary copy of the Licensed Software is restored, event processing must be returned to the primary copy as soon as operationally possible);

1.1.4 use Licensed Software licensed for non-production purposes (e.g. lab and test/dev) strictly for such non-production purposes; and

1.1.5. make one (1) copy of the Licensed Software exclusively for routine back-up or archive purposes; no other copies may be made. All copyright and other proprietary notices appearing on the Licensed Software and its media, if any, shall be maintained and reproduced on all copies of the Licensed Software.

1.2. All proprietary rights and trade secrets in the Licensed Software and the Documentation, and all copies (in whole or part) shall be the exclusive property of Micromuse, and are protected by United States laws and international treaty provisions. Licensee shall have no right, title, or interest therein except for the rights expressly granted under this EULA.

1.3. Licensee shall not use the Licensed Software on any operating system software or hardware other than as stated in the applicable order documents (e.g., sales quotation or invoice).

1.4. This EULA and the license contained herein may not be assigned, sub-licensed or otherwise transferred or used for the benefit of third parties without the prior written consent of Micromuse.

1.5. Licensee may not use, copy, alter, merge, adapt, modify, rent or lease the Licensed Software or the Documentation, or any copy thereof, in whole or in part, except as expressly provided in this EULA or under applicable statutes. Except to the extent applicable statutory law specifically prohibits such restrictions, Licensee shall not reverse engineer or decompile the Licensed Software for any reason.

1.6. Licensee shall not copy all or part of the Documentation provided by Micromuse. Additional copies may be obtained from Micromuse for additional fees.

1.7. Upon payment by Licensee of applicable maintenance fees, Micromuse will provide maintenance and support services in accordance with its then-current service level schedule, available upon request.

1.8 Third Party Software. The Licensed Software may contain or be shipped with third party applications ("Third Party Software") that are available under public license(s). Third Party Software is identified in a subfolder entitled "Additional licenses" within each component of the Licensed Software together with the license terms or required notices and, where applicable, source code or instructions for obtaining source code, for such Third Party Software.

2. License Fees

2.1. Licensee shall pay the non-refundable license fees and maintenance fees for the Licensed Software set out in the applicable invoice within thirty (30) days of the date of such invoice. Upon payment by Licensee of the applicable license fees ("Payment"), Micromuse will provide to Licensee the instructions or devices to permanently enable the Licensed Software (the "License Key"). In addition to other available remedies, additional license fees (and related maintenance fees) may be charged if Licensee uses the NfVoIP™ IPT Solution Bundle in the absence of an IP Telephony system, Licensed Software licensed for Failover for other than Failover purposes, or Licensed Software licensed for non-production purposes in production, as applicable.

2.2. Where licenses to use Licensed Software are purchased as part of any Netcool® starter bundles, device packs, or integrations of Netcool®/OMNIbus™ and Netcool®/Precision™, special per-device pricing provisions apply, including price changes due to upgrading of ports. Details of per-device pricing of Netcool®/OMNIbus™ components are set forth in the applicable product quote and/or Micromuse sales order. Micromuse may verify compliance with such pricing provisions in accordance with Section 8.3 below. Micromuse reserves the right to increase amounts charged for maintenance and support services based on any upgrading of ports by Licensee.

2.3. Past due amounts owed by the Licensee shall bear interest at a rate of 1.5% per month or the maximum allowed under applicable law.

2.4. Licensee shall be responsible for all reasonable costs incurred in the collection of past due amounts owed by Licensee and all taxes and duties, including but not limited to any local sales taxes, value added taxes, withholding taxes or use taxes, or import or export duties, assessed in connection with the licensing of the Licensed Software (except for any taxes based on Micromuse’s net income).

2.5. Micromuse reserves the right to withhold performance of any obligations, whether arising under this EULA or otherwise, and/or change its credit terms, in the event of Licensee’s non-payment when due of any amounts owed to Micromuse.

3. Confidentiality

3.1. The Licensed Software and the Documentation contain certain information that is confidential and of substantial value to Micromuse. Except as expressly permitted herein, Licensee shall not use or disclose said confidential information, or cause it to be disclosed, to any third party.

3.2. No benchmark results nor results of any functional testing or evaluation of the Licensed Software shall be disclosed to any third party or used for any purpose other than to facilitate Licensee’s internal use of the Licensed Software.

3.3. Subject to Licensee’s consent, which shall not be unreasonably withheld or delayed, Micromuse may issue a press release regarding the subject matter of this EULA.

4. Limited Warranty and Disclaimer

4.1. Micromuse warrants that the Licensed Software, when used in accordance with the Documentation, and with the terms of this EULA, will operate substantially as set forth in the accompanying Documentation for a period of ninety (90) days following delivery of the Licensed Software to Licensee. If the Site is located in the United Kingdom or elsewhere in Europe, the applicable warranty period shall be the longer of (a) 90 (ninety days) or (b) the minimum period required by applicable law following delivery of the Licensed Software to Licensee.

4.2. Micromuse warrants that Licensed Software delivered on physical media (e.g., CD-ROM) will be free of defects in material and workmanship for a period of ninety (90) days following delivery of the Licensed Software to Licensee.

4.3. Micromuse warrants that prior to delivery of Licensed Software to Licensee, Micromuse has used commercially reasonable efforts to prevent the Licensed Software from being infected with, and any modified or enhanced versions of the Licensed Software prepared by, or at the direction of, Micromuse from being infected with, any "worms", "viruses", "Trojan Horses", "protect codes", "data destruct keys" or other programs or programming devices that might be used to access, modify, delete or damage the Licensed Software, or other software, computer hardware or data of Licensee, other than as necessary to implement the License Key.

4.4. Micromuse hereby declares and Licensee hereby acknowledges that any TruSecure product licensed to Licensee by Micromuse hereunder is not a security solution or patch, firewall application or service, or a virus detection or virus removal software program.

4.5. Licensee’s sole and exclusive remedy for breach of any of the above warranties shall be, at Micromuse’s option, the repair or replacement of the Licensed Software or the media.

4.6. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4 AND NOTWITHSTANDING ANY OTHER TERMS IN THIS EULA, MICROMUSE MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE LICENSED SOFTWARE, DOCUMENTATION OR MAINTENANCE AND SUPPORT SERVICES TO BE SUPPLIED BY MICROMUSE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, PERFORMANCE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. MICROMUSE DOES NOT WARRANT THAT ANY LICENSED SOFTWARE WILL BE ERROR-FREE OR THAT ANY DEFECTS THAT MAY EXIST IN ANY LICENSED SOFTWARE CAN OR WILL BE CORRECTED.

5. Limitation on Liability

Circumstances may arise where, because of a default on Micromuse’s part or other liability, Licensee is entitled to recover damages from Micromuse. In each such instance, regardless of the basis on which Licensee may be entitled to claim damages from Micromuse (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), Micromuse is liable for no more than 1) damages for bodily injury (including death) and damage to real property and tangible personal property and 2) the amount of any other actual direct damages up to the charges for the Licensed Software that is the subject of the claim.

This limitation of liability also applies to Micromuse’s Licensed Software subsidiaries, affiliates, developers and suppliers. It is the maximum for which the subsidiaries, affiliate, developers, suppliers and Micromuse are collectively responsible.

UNDER NO CIRCUMSTANCES IS MICROMUSE, MICROMUSE’S SUBSIDIARIES, AFFILIATES, LICENSED SOFTWARE DEVELOPERS OR SUPPLIERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY:

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.

6. Indemnity

6.1. Micromuse shall indemnify Licensee for any claim, demand or cause of action by a third party ("Demand") to the extent that it is based on a claim that the Licensed Software (excluding any Third Party Software contained therein) infringes any trademark or patent issued in the United States, United Kingdom, or European Union, or any valid copyright recognized by a country that is a member of the Berne Convention, or that the Licensed Software misappropriates any trade secret of any third party within the country in which the Site is located. The foregoing indemnification is conditioned on Licensee notifying Micromuse promptly in writing of such Demand, Licensee giving Micromuse sole control of the defence thereof (and any negotiations for settlement or compromise thereof), and Licensee cooperating in the defence thereof at Micromuse’s request and expense, provided that Licensee may, at its own expense, participate in such defence if it so chooses. In the event that Micromuse becomes aware of an actual or potential Demand, Micromuse may, in its reasonable judgment, and at its sole option and expense: (a) procure for Licensee the right to continue using the Licensed Software; or (b) substitute a non-infringing version of the Licensed Software so that the Licensed Software become non-infringing and still conforms to the applicable specifications; or (c) return the license fee paid by Licensee hereunder for the Licensed Software, less an amount equal to straight line depreciation of the Licensed Software over four years, and Licensee shall immediately return the Licensed Software to Micromuse. Licensee shall not incur any costs or expenses on behalf of Micromuse under or pursuant to this section without Micromuse’s prior written consent.

6.2. For avoidance of doubt, the indemnity offered by Micromuse to Licensee in Section 6.1 above with respect to the Licensed Software shall not apply to any Third Party Software contained therein. Furthermore, Micromuse shall have no liability to Licensee for any Demand by a third party alleging infringement or misappropriation for the remainder of the Licensed Software based on (a) any use of the Licensed Software in a manner other than as permitted in this EULA; (b) any use of the Licensed Software in combination with any product not provided by Micromuse, to the extent that such Demand is directed against the combination; (c) use of a release or version of the Licensed Software no longer supported by Micromuse; (d) use of a release or version of the Licensed Software without having implemented all updates, the use of which would have cured the alleged infringement; and (e) Licensed Software or maintenance and support services for which Micromuse has not been paid. THE FOREGOING STATES THE ENTIRE LIABILITY OF MICROMUSE WITH RESPECT TO INDEMNIFICATION AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR SUCH DEMANDS.

7. Term and Termination

7.1. The term of this EULA and the license granted herein shall be perpetual, subject to Micromuse’s receipt of the applicable license fees and Micromuse’s right to terminate the EULA in accordance with this section.

7.2. Micromuse may terminate this EULA immediately upon written notice to Licensee if Licensee breaches the provisions of Section 1 (License Grant) or Section 3.1 (Confidentiality). Either party may at its option terminate this EULA immediately upon written notice in the event that the other party: (a) breaches any material term of this License, which breach remains uncured for a period of thirty (30) days after written notice of such breach to the other party; or (b) becomes insolvent or asserts that it is insolvent, fails to pay its general obligations as they become due, institutes or has instituted against it any proceeding, arrangement, receivership or assignment for the benefit of creditors, or files or has filed against it any petition under applicable bankruptcy laws.

7.3. ON TERMINATION OF THIS EULA FOR ANY REASON LICENSEE SHALL CEASE USING THE LICENSED SOFTWARE AND SHALL IMMEDIATELY RETURN THE DOCUMENTATION AND ALL COPIES OF THE LICENSED SOFTWARE TO MICROMUSE.

7.4. The operation of Sections 2, 3, 4.5, 5, 6, 7 and 8 shall survive the termination of this License.

8. General

8.1. Export Requirements. The Licensed Software is subject to laws and regulations of the United States and European Union that restrict its export. Licensee agrees that it shall not export or "re-export" (or otherwise transfer) the Licensed Software unless Licensee has complied with all applicable United States, European Union and foreign government export controls and approvals.

8.2. U.S. Government Rights, Government Users. Micromuse licenses software for ultimate end use by United States federal government agencies and other U.S. federal government customers ("Federal Government Customers") only under the following conditions. Rights granted herein include only those rights customarily provided to end use customers of Licensed Software and related Documentation as defined in this License. This customary commercial license to the Licensed Software is provided in accordance with FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for Department of Defence purchases, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a federal government or other public sector customer has a need for rights not conveyed under this License, it must negotiate with Micromuse to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written agreement specifically conveying such rights must be executed by both parties. To the extent that Licensee sublicenses Licensed Software pursuant to the terms and conditions of the Agreement to any sub-licensee that is a federal government agency or other Federal Government Customer, Micromuse will accept only the following subcontract or flow-down provisions: FAR 52.222-26, "Equal Opportunity"; FAR 52.222-35, "Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era"; and FAR 52.222-36, "Affirmative Action for Workers with Disabilities." Any additional subcontract or flow-down provisions, including any provisions imposed by federal, state, local or other governmental or quasi-governmental entities, must be negotiated directly with Micromuse and reflected in a mutually acceptable written agreement executed by Micromuse and all other involved parties.

8.3. Audits. Micromuse and its licensors shall have the right to conduct an audit of (and to copy) Licensee’s records on reasonable notice and not more than once in each twelve month period to verify that Licensee is complying with the terms hereof. In the event that an underpayment is revealed as the result of such audit, Licensee shall immediately upon being so requested by Micromuse pay such underpayment together with the costs of any such audit.

8.4. Severability. If one or more provisions of this EULA are held to be illegal or unenforceable under applicable law, such illegal or unenforceable provision(s) shall be limited or excluded from this EULA to the minimum extent required so that this EULA shall otherwise remain in full force and effect and enforceable in accordance with its terms.

8.5. Data Protection Act Consent. Licensee represents and warrants that all personally identifiable information provided to Micromuse is done so with the informed consent of the individuals so affected. Consent is hereby given: (i) for transfer of personal information to a third party; (ii) for transfer of personal information to facilities outside the European Union, Canada and other jurisdictions where there may not be adequate data protection regulations; and (iii) to use personal information for sales and marketing purposes.

8.6. Rights of Third Parties. A party who is not a party to this Agreement has no right under the United Kingdom’s Contracts (Rights of Third Parties) Act of 1999 to enforce or to enjoy the benefit of any term of this Agreement.

8.7 Entire Agreement. Licensee agrees that this EULA is the complete and exclusive statement of the mutual understanding between the parties and supersedes all previous written and oral agreements and communications relating to the subject matter of this EULA including, but not limited to, terms contained on any purchase order. The terms herein may not be modified or waived except in writing signed by authorized representatives of both parties.

8.8. Notices. All notices under this EULA shall be in writing, and shall be deemed given when personally delivered, or after being sent by prepaid recorded or registered post or reliable courier services such as DHL or Federal Express, to and received by the address of the party set forth on the applicable invoice or such other address as such party last provided to the other by written notice.

8.9. Assignment. Licensee shall not assign, transfer, or sublicense any obligations or benefit under this EULA without the prior written consent of Micromuse (and any such attempt shall be void). Micromuse may assign this EULA in whole or in part.

8.10. Nuclear and Other Applications. The Licensed Software is not specifically developed or licensed for use in any nuclear, aviation, mass transit or medical application or in any other inherently dangerous applications. Neither Micromuse nor its suppliers shall be liable for any claims or damages arising from such use and Licensee agrees to indemnify and hold harmless Micromuse and its suppliers from any claims for losses, costs, damages, or liability arising out of or in connection with the use of the Licensed Software in such applications.

8.11. Force Majeure. Neither party will be responsible for any failure to fulfil its obligations hereunder (except for the obligation to pay money) due to causes beyond its reasonable control, including without limitation acts or omissions of government or military authority, acts of God, shortages of materials, transportation delays, fires, floods, labour disturbances, riots or wars.

8.12. English Language. This EULA is in the English Language, which language shall be controlling in all respects.

8.13. Choice of Law. This EULA is governed by and construed under laws of one country depending on where the Site or Sites is/are located. Specifically,

8.13.1. the enforcement and interpretation of this EULA as well as the use of Licensed Software by Licensees at Sites in Africa, Europe and the Middle East shall be governed by the laws of England and Wales;

8.13.2. the enforcement and interpretation of this EULA as well as the use of Licensed Software by Licensees at Sites in Japan shall be governed by the laws of Japan;

8.13.3. the enforcement and interpretation of this EULA as well as the use of Licensed Software by Licensees at a Site or Sites located anywhere not listed in subsections (i) and (ii) above (including but not limited to Sites located anywhere in the Americas or any Asian or Pacific Rim country excluding Japan) shall be governed by the laws of the State of New York and the United States of America without giving force to the State of New York’s conflicts of laws provisions.

LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THE TERMS OF THIS EULA AND AGREES TO BE BOUND BY ITS TERMS.