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<div class=WordSection1>

<p class=MsoNormal align=center style='text-align:center'>SOFTWARE LICENSE
AGREEMENT</p>

<p class=MsoNormal align=center style='text-align:center'>R1Soft, LLC</p>

<p class=MsoNormal align=center style='text-align:center'>99 High Street,
31st Floor,</p>

<p class=MsoNormal align=center style='text-align:center'>Boston, Massachusetts
02110</p>

<p class=MsoNormal align=center style='text-align:center'>&nbsp;</p>

<p class=MsoNormal style='text-align:justify'><b><span style='font-size:8.0pt;
font-family:"Arial","sans-serif"'>BY PROCEEDING TO DOWNLOAD, INSTALL OR USE THE
SOFTWARE IN WHICH THIS AGREEMENT IS ELECTRONICALLY EMBEDDED OR BY OBTAINING A
LICENSE KEY FOR THE SOFTWARE, YOU HEREBY ACKNOWLEDGE AND AGREE TO BE BOUND BY
THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND
CONDITIONS, THEN CLICK "<u>DO NOT ACCEPT,</u>" DO NOT INSTALL OR USE THE
SOFTWARE AND DELETE THE SOFTWARE FROM YOUR COMPUTER SYSTEM. BY INSTALLING OR
USING THE SOFTWARE OR BY CLICKING ON "<u>ACCEPT</u>" YOU ACKNOWLEDGE AND AGREE
THAT ON BEHALF OF YOURSELF AND YOUR EMPLOYER YOU HAVE READ THIS AGREEMENT
CAREFULLY, THAT YOU AND YOUR EMPLOYER AGREE TO BE BOUND BY THIS AGREEMENT AND
THAT IF APPLICABLE YOUR EMPLOYER HAS INFORMED YOU OF THE RELEVANT PROVISIONS OF
THIS AGREEMENT WHICH MAY BE APPLICABLE TO YOU. THIS AGREEMENT, SHALL GOVERN
YOUR INSTALLATION AND USE OF THE SOFTWARE IN WHICH THIS AGREEMENT IS
ELECTRONICALLY EMBEDDED UPON YOUR AGREEMENT TO PURCHASE SUCH SOFTWARE. R1SOFT
URGES YOU TO CAREFULLY READ THIS AGREEMENT AND ASSESS YOUR USE OF THE SOFTWARE
PRIOR TO INSTALLING OR USING THE SOFTWARE OR MAKING ANY DECISION TO PURCHASE
IT. IN THE EVENT THAT YOU OR YOUR EMPLOYER HAVE ENTERED INTO A SEPARATE
WRITTEN LICENSE AGREEMENT WITH R1SOFT FOR USE OF THE SOFTWARE THAT SPECIFICALLY
STATES THAT IT SUPERSEDES ANY CLICKWRAP AGREEMENT THAT ACCOMPANIES OR IS
EMBEDDED WITHIN THE R1SOFT PRODUCT THEN THAT AGREEMENT SHALL SUPERSEDE AND
REPLACE THE TERMS AND CONDITIONS SET FORTH HEREIN.</span></b></p>

<p class=MsoNormal style='text-align:justify'>&nbsp;</p>

<p class=MsoNormal style='text-align:justify'><span style='font-size:8.0pt;
font-family:"Arial","sans-serif"'>THIS SOFTWARE LICENSE AGREEMENT, dated as of
the date of Customer's purchase of a License Key for use the Licensed Software,
between R1Soft, LLC, a Delaware limited liability company ("R1Soft"), and the
customer set forth on the purchase order pursuant to which the licenses for the
Licensed Software were purchased ("Customer"), sets forth the terms and
conditions whereby R1Soft agrees to provide to Customer and Customer agrees to
acquire from R1Soft one or more licenses to use certain software, documentation
and maintenance services related thereto, owned or licensed by R1Soft, as set
forth on the Purchase Orders delivered in connection with this Agreement. To
the extent any terms or conditions contained in the Purchase Order conflict
with the terms or conditions contained in this Agreement, the terms and
conditions of the Purchase Order shall supersede only those conflicting terms
or conditions contained in this Agreement and only to the minimum extent
necessary to harmonize the terms in such Purchase Order with the terms
contained herein. The Purchase Order together with the terms and conditions of
this Agreement, shall constitute and be construed as a single agreement
consisting of the terms and conditions contained in the Purchase Order together
with the terms of this Agreement.</span> </p>

<p class=MsoNormal style='text-align:justify'>&nbsp;</p>

<p class=MsoNormal style='text-align:justify'><b><span style='font-size:8.0pt;
font-family:"Arial","sans-serif"'>IN THE EVENT THAT CUSTOMER HAS PURCHASED A
PERPETUAL LICENSE TO THE LICENSED SOFTWARE, THEN ALL OF THE TERMS AND
CONDITIONS SET FORTH BELOW IN "SECTION A - GENERAL TERMS AND CONDITIONS
(PERPETUAL LICENSES)" SHALL APPLY. ON THE OTHER HAND, IN THE EVENT THAT
CUSTOMER HAS PURCHASED A SUBSCRIPTION (TERM) LICENSE TO THE LICENSED SOFTWARE,
THEN ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW IN "SECTION B - GENERAL
TERMS AND CONDITIONS (SOFTWARE SUBSCRIPTION)" SHALL APPLY.</span></b></p>

<p class=MsoNormal style='text-align:justify'>&nbsp;</p>

<div style='border:none;border-bottom:solid windowtext 1.5pt;padding:0in 0in 1.0pt 0in'>

<p class=MsoNormal align=center style='text-align:center;border:none;
padding:0in'><b><span style='font-size:8.0pt;font-family:"Arial","sans-serif"'>SECTION
A - GENERAL TERMS AND CONDITIONS (PERPETUAL LICENSES)</span></b></p>

</div>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>1.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>Definitions - </p>

<p class=PSHeading2 style='text-align:justify'>(a)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Agreement" means this software license agreement, together with all
Exhibits, Schedules, Annexes, Purchase Orders made a part hereof in accordance
with the terms of this Agreement and all amendments, modifications, supplements
and alterations thereto effected in accordance with the terms of this
Agreement.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(b)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Confidential Information" means all technical and non-technical
information in both tangible and intangible form, including, but not limited
to, product design information, software code, technical information, customer
information, cost and pricing information, financial information, the terms of
this Agreement and the results derived from or methodology employed by Customer
in conducting any benchmark testing of the Licensed Software; provided that the
term "Confidential Information" shall not include information which the
recipient can show by reasonable proof (i) to have been known by the recipient
prior to the time of disclosure by the disclosing party, (ii) to have become
part of the public domain through no fault or breach of this Agreement by the
recipient, (iii) to have been disclosed to the recipient in good faith by a
third party who is not under any obligation of confidence or secrecy to the
disclosing party at the time such third party discloses the information to the
recipient, (iv) to have been independently developed by the recipient without
use of the disclosing party's Confidential Information or (v) to have been
compelled to be produced by a court of competent jurisdiction, provided that
the recipient shall first give notice to the disclosing party of any such
request or order of the court to give the disclosing party an opportunity to
contest or limit said request or order of the court.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(c)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Error" means any error, defect or omission that (i) is discovered in
the Licensed Software, (ii) is reproducible and (iii) prevents the operation of
the Licensed Software substantially in accordance with the Licensed
Documentation.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(d)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Licensed Documentation" means the published user manuals that R1Soft
makes gener-ally available to its customers for use of the Licensed Software.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(e)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Licensed Material" means the Licensed Software and the Licensed
Documentation.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(f)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Licensed Software" means the machine-readable object code ver-sion of
(i) the software specified on each Purchase Order, whether embed-ded on disc,
tape, internet download site or other media and (ii) all Updates for the
Licensed Software that Customer is entitled to receive in connection with its
receipt of Maintenance Services pursuant to Section 4 of this Agreement.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(g)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Maintenance Services" means the technical support services provided by
R1Soft pursuant to Section 4 hereof.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(h)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Maintenance Term" means the period of time for which Customer has
purchased Maintenance Services, as evidenced by the Purchase Order executed and
delivered by R1Soft and Customer in connection therewith, together with all
renewals effected in accordance with Section 4 of this Agreement.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(i)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Purchase Order" means R1Soft's standard price quote, sales order,
purchase order, order form or purchase confirmation provided by R1Soft to
Customer, as such document may be amended, supplemented or modified from time
to time in accordance with this Agreement.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(j)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Update" means any revision, enhancement, improvement or modification to
or programming fix for the Licensed Software or Licensed Documentation which
R1Soft makes generally available, incorporates into and makes a part of the
Licensed Software or Licensed Documentation and does not separately price or market.</p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>2.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>LICENSE <span style='font-weight:normal'> -</span></p>

<p class=PSHeading2 style='text-align:justify'>(a)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Use</b> - Subject to the terms and conditions of this Agreement,
including, but not limited to the applicable licensing restrictions set forth
in Section 2(b) below, and subject further to Customer's full compliance
herewith and according to the scope, time period and other terms indicated on
the applicable Purchase Order delivered in connection with this Agreement,
R1Soft hereby grants Customer and Customer hereby accepts from R1Soft, a
perpetual, non-exclusive and non-transferable right and license to install the
Licensed Software on computer hardware that is owned or operated by or on
behalf of Customer, to access and use the Licensed Material, solely for
Customer's internal use, in accordance with the applicable restrictions and
conditions contained in this Agreement and to copy the Licensed Material as
permitted by this Agreement. Customer's right to use the Licensed Material
shall extend to (i) use by third parties under written contract with Customer
to provide outsourcing services for Customer's own internal business operations
and (ii) solely in the case of a license to use R1Soft's Server Backup Manager
SE software product, Customer's provision of data back-up and protection
services to its end user customers using servers and systems owned and
controlled by Customer; provided, in the case of both clauses (i) and (ii)
above, such third parties have agreed to abide by the terms of this Agreement,
including the confidentiality provisions contained herein and Customer is
liable for any breach of this Agreement by such third parties. Upon
termination of this Agreement any and all rights and licenses granted under
this Agreement by R1Soft shall automatically terminate.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(b)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>License Usage and Restrictions</b> -Customer acknowledges and agrees
that, as between Customer and R1Soft, R1Soft owns and shall continue to own all
right, title, and interest in and to the License Material, including associated
intellectual property rights under copyright, trade secret, patent, or
trademark laws. This Agreement does not grant Customer any ownership interest
in or to the Licensed Material, but only a limited right and license to use the
Licensed Materials in accordance with the terms of this Agreement and each
applicable Purchase Order. Customer further acknowledges and agrees that the
licenses granted hereunder and the restrictions applicable to Customer's
installation and use of the License Software will vary according to the type of
Licensed Software purchased by Customer. Customer hereby agrees to the following
license restrictions and conditions applicable to the Licensed Software set
forth in the Purchase Orders delivered by Customer under this Agreement: </p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='margin-left:1.0in;text-align:justify;text-indent:
-.5in'>(i)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>For all Licensed Software made generally available by R1Soft on a
"per-instance" basis, Customer may install, operate and use such Licensed Software
on one (1) instance per license purchased by Customer; and</p>

<p class=PSHeading2 style='margin-left:1.0in;text-align:justify;text-indent:
0in'>&nbsp;</p>

<p class=PSHeading2 style='margin-left:1.0in;text-align:justify;text-indent:
-.5in'>(ii)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>For all Licensed Software made generally available by R1Soft on a
"per-server" basis, Customer may install, operate and use such Licensed Software
on one (1) physical or one (1) virtual server per license purchased by
Customer.</p>

<p class=PSHeading2 style='margin-left:1.0in;text-align:justify;text-indent:
0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(c)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Copies &amp; Disaster Recovery</b> - Customer may make a reasonable
number of back-up archival copies of the Licensed Software and any related
Updates. In the event of any outage that results in the complete failure of the
computer system upon which Customer has installed the Licensed Software,
Customer's right to use the Licensed Software shall include, during the
pendency of such outage, the temporary right to use the Licensed Software in a
replacement computing environment substantially similar to the original
computing environment upon which the Licensed Software was installed
immediately prior to such outage. Customer shall repro-duce all confidentiality
and proprietary notices on each of the copies permitted hereunder and maintain
an accurate record of the location of each of the copies. Customer shall not
otherwise copy or duplicate the Licensed Material. Customer shall not reverse
engineer, disassemble, translate, modify, adapt, or decompile the Licensed
Material or apply any procedure or process to the Licensed Material in order to
ascertain, derive, and/or appropriate the source code or source listings for
the Licensed Software or any trade secret or other proprietary information
contained in the Licensed Software. Customer shall not provide, lease, lend,
use for timesharing or service bureau purposes or otherwise use or allow others
to use the Licensed Materials to or for the benefit of third parties.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(d)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Maintenance Optional</b> -Customer's right to use the Licensed
Software shall survive any election by Customer to terminate or not obtain
Maintenance Services from R1Soft.</p>

<p class=PSHeading2 style='text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(e)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Other Services </b> -All licenses and Maintenance Services purchased
by Customer in respect of the Licensed Material shall be governed by this
Agreement, together with the applicable Purchase Orders delivered hereunder. 
Unless otherwise agreed by the parties in writing, all other services purchased
by Customer in respect of the Licensed Software, if any, including
implementation services, training services and professional services
(collectively, "Ancillary Services"), shall be governed solely by R1Soft's
standard professional services agreement, and acceptance of the Licensed
Material shall not be contingent upon Customer's acceptance of any such
Ancillary Services. </p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>3.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>DELIVERY AND PAYMENT TERMS<span style='font-weight:normal'> - </span></p>

<p class=PSHeading2 style='text-align:justify'>(a)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Delivery</b> - All Licensed Material shall be delivered by R1Soft to
Customer via electronic delivery using a secure internet download site. 
Ownership of all licenses purchased hereunder and risk of loss for the related
Licensed Materials shall be deemed to have passed to Customer once R1Soft has
made the Licensed Material available for download by Customer, notified
Customer of the availability of the Licensed Material for download and provided
Customer with the License Keys necessary for the download of the Licensed
Software.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(b)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Payment</b> -- Upon execution of each Purchase Order by both parties,
R1Soft shall deliver an invoice to Customer specifying the license fees and
Maintenance Services fees payable pursuant to such Purchase Order. Customer
shall pay all license fees and Maintenance Services fees specified therein
within thirty (30) days of Customer's receipt of such invoice. All fees
payable by Customer in respect of such Ancillary Services may be separately
invoiced. Customer's payment obligation with respect to all license fees and
Maintenance Services fees owing hereunder shall be independent of the provision
of Ancillary Services, whether or not such Ancillary Services are separately
invoiced. Any late payment of any amount owing hereunder shall accrue interest
at a rate equal to the lesser of (i) 18% per annum and (ii) the maximum rate
permitted by law.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(c)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Taxes</b> - All payments referred to in this Agreement are exclusive of
value added tax, sales tax and any other applicable taxes, duties or imposts
which (with the exception only of those based on R1Soft's income) shall also be
payable by Customer in accordance with applicable law.</p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>4.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>MAINTENANCE<span style='font-weight:normal'> - R1Soft does not warrant
that the Licensed Software will operate error-free or may be used error-free. 
Upon Customer's payment of the Maintenance Services fees associated with the
Maintenance Term purchased by Customer for the Licensed Software specified in
each Purchase Order, R1Soft shall provide Maintenance Services in accordance
with this Section 4 and in accordance with the additional Maintenance Services
terms (if any) specified in such Purchase Order. </span></p>

<p class=MsoNormal style='text-align:justify'><span style='font-size:8.0pt;
font-family:"Arial","sans-serif"'>&nbsp;</span></p>

<p class=PSHeading2 style='text-align:justify'>(a)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Maintenance Agreement</b> - R1Soft or its authorized representative
will provide Maintenance Services for the Licensed Software during each
Maintenance Term. Maintenance Services includes problem determinations,
reasonable problem resolutions, provisioning of software program temporary
fixes and new releases. Maintenance Services shall also include the additional
Maintenance Service terms expressly set forth in writing in each Purchase Order
or purchase confirmation, which are hereby incorporate herein by reference.
Maintenance Services shall entitle Customer to receive, at no additional cost,
all Updates and use of R1Soft's license management portal. </p>

<p class=MsoBodyText style='margin-left:.25in'><span style='font-size:8.0pt;
font-family:"Arial","sans-serif"'>&nbsp;</span></p>

<p class=PSHeading2 style='text-align:justify'>(b)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Additional Maintenance Term</b> - Upon expiration of each Maintenance
Term, Maintenance Services shall automatically renew for an additional 12-month
Maintenance Term and R1Soft will invoice Customer unless R1Soft or its
authorized representatives are notified by Customer in writing at least sixty
(60) days prior to the expiration of the current Maintenance Term that Customer
will not purchase Maintenance Services for another Maintenance Term. No
additional Purchase Order shall be required for any renewal of Maintenance
Services. R1Soft may discontinue Maintenance Services upon no less than 180
days' notice to Customer and only if it is discontinuing Maintenance Services
for the Licensed Software generally.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(c)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Reinstatement</b> - If Customer terminates Maintenance Services or
allows Maintenance Services to lapse, Customer may, at its option, reinstate
Maintenance Services within one year of such termination or lapse by providing
notice to R1Soft and making payment of R1Soft's then-current list maintenance
fees for the upcoming 365-day period plus an amount equal to 150% of the
maintenance fees that would have accrued during the period subsequent to such
termination or lapse, had Customer not terminated Maintenance Services or
allowed such Maintenance Service to lapse.</p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>5.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>PROPRIETARY RIGHTS<span style='font-weight:normal'> - Customer shall not
acquire, by virtue of this Agreement, any right or license other than as
expressly provided herein. Customer shall not reproduce the Licensed Material
or other confidential or proprietary information of R1Soft, except as provided
in this Agreement. All proprietary rights in and to the Licensed Material, all
derivatives, translations, modifications, adaptations, improvements,
enhancements or developments thereof and all confidential or proprietary
information of R1Soft, including without limitation, all rights under and with
respect to patents, copyrights, trademarks and rights under the trade secret
laws of any jurisdiction shall remain the property of R1Soft or its applicable
licensor, whether recognized by or perfected under applicable local law.
Customer shall promptly notify R1Soft of any infringement of R1Soft's
proprietary rights of which it becomes aware.</span></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>6.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>LIMITED WARRANTIES</p>

<p class=MsoNormal style='text-align:justify'><b><span style='font-size:8.0pt;
font-family:"Arial","sans-serif"'>&nbsp;</span></b></p>

<p class=PSHeading2 style='text-align:justify'>(a)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Warranty -</b> R1Soft warrants to Customer that during the first
thirty (30) days after initial purchase of the Licensed Software (the "Warranty
Period") such Licensed Software will perform substantially as described in the
accompanying Licensed Documentation. R1Soft does not war-rant that (i) the
Licensed Software will satisfy or may be customized to satisfy any of
Customer's requirements or any other particular use or (ii) the use of the
Licensed Software will be uninterrupted or error-free. Laws from time to time
in force may imply warranties that cannot be excluded or can only be excluded
to a limited extent. This Agreement shall be read and construed subject to any
such statutory provisions.</p>

<p class=MsoNormal style='margin-left:.5in;text-align:justify;text-indent:-.25in'><span
style='font-size:8.0pt;font-family:"Arial","sans-serif"'>&nbsp;</span></p>

<p class=PSHeading2 style='text-align:justify'>(b)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Remedies -</b> If (i) at any time during a Maintenance Term, the
Licensed Software contains Errors which make the Licensed Software unable to
perform substantially as described in the accompanying Licensed Documentation
or (ii) during the Warranty Period, R1Soft breaches the warranty set forth in
clause (a) above, then Customer shall promptly notify R1Soft of such Error or
breach and R1Soft shall (A) use all commercially reasonable efforts to correct
such Error or breach within thirty (30) days of notification or (B) provide
Customer within thirty (30) days of notification with a plan acceptable to
Customer for correcting such Error or breach. If such Error or breach is not
corrected or if an acceptable plan for correcting such Error or breach is not
established within such thirty (30) day period, R1Soft shall replace the defective
Licensed Software or, if not practicable, accept the return of the defective
Licensed Software and refund to Customer the amount paid for the defective
Licensed Software, less depreciation based on a 3-year straight line schedule.
R1Soft's obligations under this Section 6(b) shall be waived in the event such
Error or breach is due to (I) any defect in or misconfiguration of the
computer hardware upon which the Licensed Software is installed, (II) improper
handling or use of the software media by Customer, or (III) an unauthorized
alteration, revision or configuration of the Licensed Software or to Customer's
computer system by Customer or its employees. Customer acknowledges that this
Section 6(b) sets forth Customer's sole and exclusive remedy, and R1Soft's and
its authorized representatives' sole and exclusive liability, for any breach of
warranty, Error or failure of the Licensed Software to function properly.</p>

<p class=MsoNormal style='text-align:justify'><b><span style='font-size:8.0pt;
font-family:"Arial","sans-serif"'>&nbsp;</span></b></p>

<p class=PSHeading2 style='text-align:justify'><b>(c)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span></b><b>Disclaimer - EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, ALL
WARRANTIES, REPRE-SENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE
LICENSED MATERIAL, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR
ORAL OR WRITTEN STATEMENTS BY R1SOFT OR ITS AUTHORIZED REPRESENTATIVES OR
OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR PARTICULAR PURPOSE) ARE HEREBY OVERRIDDEN AND DISCLAIMED.</b></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>7.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>INDEMNITY</p>

<p class=PSHeading2 style='text-align:justify'>(a)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Indemnity</b> - Subject to this Section 7, R1Soft agrees to
indemnify, defend and hold harmless Customer from and against all claims,
damages, losses, liabilities and expenses (including, but not limited to,
reasonable attorneys' fees) arising out of any claim by a third party asserting
that the Licensed Material or any of Customer's use thereof, infringes upon any
third party's copyright or trademark, provided that (i) Customer promptly
notifies R1Soft in writing no later than ten (10) days after Customer's notice
of any potential claim, (ii) Customer permits R1Soft to defend, compromise or
settle the claim, and provided further that no settlement intended to bind Customer
shall be made without Customer's prior written authorization and (iii) Customer
gives R1Soft all available information, reasonable assistance, and authority to
enable R1Soft to do so. </p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(b)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Alternative Remedy</b> - If a claim described in Paragraph 7(a) may
or has been asserted, Customer will permit R1Soft, at R1Soft's option and
expense, to (i) procure the right to continue using the Licensed Material, (ii)
replace or modify the Licensed Material to eliminate the infringement while
providing functionally equivalent performance or (iii) accept the return of the
Licensed Material and refund to Customer the amount actually paid to R1Soft or
its authorized representative for such Licensed Material less depreciation based
on a 3-year straight-line depreciation schedule plus any prepaid unused
Maintenance Fees.</p>

<p class=MsoNormal style='text-align:justify'><b><span style='font-size:8.0pt;
font-family:"Arial","sans-serif"'>&nbsp;</span></b></p>

<p class=PSHeading2 style='text-align:justify'><b>(c)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span></b><b>Limitation</b> - R1Soft shall have no indemnity obligation to
Customer hereunder if the violation or infringement claim results from (i) a
correction or modification of the Licensed Material not provided by R1Soft or
its authorized representative, (ii) the failure to promptly install an Update,
(iii) the combination of the Licensed Software with other non-R1Soft software
and (iv) continuing the allegedly infringing activity after receiving written
notice of such infringement claim from R1Soft.</p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in;
page-break-after:auto'>8.<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>NO CONSEQUENTIAL DAMAGES - UNDER NO CIRCUMSTANCES WILL R1SOFT OR ITS
AUTHORIZED REPRESENTATIVES BE LIABLE FOR ANY CON-SEQUENTIAL, INDIRECT, SPECIAL,
PUNITIVE, EXEMPLARY OR INCI-DENTAL DAMAGES, WHETHER FORE-SEE-ABLE OR UNFORE-SEEABLE,
BASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO,
CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE
PRODUCTS, INTER-RUPTION IN USE OR AVAIL--ABILITY OF DATA, STOP-PAGE OF OTHER
WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OF EXPRESS OR
IMPLIED WAR-RANTY, BREACH OF CONTRACT, BREACH OF ANY INTELLECTUAL PROPERTY
RIGHT, MISREP-RESENTATION, NEG-LIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE,
EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT
APPLICABLE LAW REQUIRES SUCH LIA-BILITY. IN ANY EVENT, THE TOTAL CUMULATIVE
LIABILITY OF R1SOFT (INCLUDING ANY OF ITS SUPPLIERS) TO CUSTOMER FOR ANY AND ALL
CLAIMS AND DAMAGES UNDER THIS AGREEMENT, WHETHER ARISING BY STATUTE, CONTRACT,
TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS PAID BY (AND NOT OTHERWISE
REFUNDED TO) CUSTOMER TO R1SOFT UNDER THIS AGREEMENT FOR THE LICENSED MATERIALS
OR MAINTENANCE SERVICES WHICH FORM THE SUBJECT OF THE CLAIM. THE PROVISIONS OF
THIS AGREEMENT ALLOCATE RISKS BETWEEN THE PARTIES. THE PRICING SET FORTH HEREIN
REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED
HEREIN.</p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in;
page-break-after:auto'>9.<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>CONFIDENTIALITY </p>

<p class=MsoNormal style='margin-left:.5in;text-align:justify;text-indent:-.25in'><span
style='font-size:8.0pt;font-family:"Arial","sans-serif"'>&nbsp;</span></p>

<p class=PSHeading2 style='text-align:justify'>(a)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Confidentiality.</b> - Customer acknowledges that the Licensed
Materials incor-porate confidential and proprie-tary information developed or
acquired by or licensed to R1Soft and that all results of testing of the Licensed
Materials, whether performed by Customer or another third party, are
confidential. In no event will Customer publish or disclose the results of any
testing or performance specifications of the Licensed Materials without R1Soft's
express prior written consent. Each party shall take all reasonable precautions
necessary to safeguard the confiden-tiality of all Confidential Information
disclosed by the other party, including those precautions (i) taken by the
disclosing party to protect it's own Confidential Infor-ma--tion and (ii) which
the disclosing party or its authorized representative may reasonably request
from time to time. Neither party shall allow the removal or deface-ment of any
confidentiality or proprietary notice placed on the Confidential Information
disclosed by the disclosing party. The placement of copy-right notices on
Confidential Information shall not consti-tute publication or otherwise impair
their confidential nature of such information.</p>

<p class=MsoNormal style='text-align:justify'><span style='font-size:8.0pt;
font-family:"Arial","sans-serif"'>&nbsp;</span></p>

<p class=PSHeading2 style='text-align:justify'><b>(b)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span></b><b>Disclosure -</b> If an unauthorized use or disclosure of the
disclosing party's Confidential Information occurs within the recipient party's
enterprise, the recipient party will immed-iately notify the disclosing party
or its authorized representative and take, at recipient party's expense, all
steps which may be available to recover such Confidential Information and
to prevent its subsequent unauthorized use or dissemination. </p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in;
page-break-after:auto'>10.<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>TERMINATION <span style='font-weight:normal'> -Upon prior written notice
to R1Soft, Customer may terminate this Agreement without any right to refund,
except as otherwise expressly set forth in this Agreement. If Customer or any
of Customer's employees, consultants, authorized representatives or permitted
third parties breach any term or condition of this Agreement, R1Soft may
terminate this Agreement, without judicial or administrative resolution or
obligation to refund. This Agreement will terminate automatically if Customer
ceases to do business, becomes insolvent, goes or is put into receivership or
liquidation, passes a resolution for its winding up (other than for the purpose
of reconstruction or amalgamation) or for any of the foregoing, makes an
arrangement for the benefit of its creditors, enters into bankruptcy,
suspension of payments, moratorium, reorganization or any other proceeding that
relates to insolvency or protection of creditors' rights or takes or suffers
any similar action in consequence of debt. Upon the termination of this
Agreement for any reason, all rights granted to Customer hereunder will cease,
and Customer will promptly (i) purge the Licensed Software and any related
Updates from all of Customer's computer systems, storage media and other files,
(ii) destroy the Licensed Material and all copies thereof and (iii) deliver to
R1Soft a certification certifying that Customer has complied with these
termination obligations. The provision of Sections 7 through 12 shall survive
the termination of this Agreement.</span></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in;
page-break-after:auto'>11.<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>U.S. EXPORT RESTRICTIONS<span style='font-weight:normal'> - Customer
acknowledges that the Licensed Materials and all related technical information,
documents and materials are subject to export controls under the U.S. Export
Administration Regulations. Customer covenants and agrees to comply with all
import and export control regulations of the United States with respect to the
Licensed Material. Customer acknowledges that it may not re-export or divert
the Licensed Material or any related technical information, document or mater-ial,
or direct derivatives thereof, to any country set forth on the U.S. Department
of Commerce's list of T-5 countries (currently, Cuba, Iran, North Korea, Sudan
and Syria), including any future changes to the list of T-5 countries.</span></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in;
page-break-after:auto'>12.<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>EQUITABLE RELIEF <span style='font-weight:normal'> -The parties
recognize that Sections 5, 9 and 11 are necessary for the protection of the
business and goodwill of the parties and are considered by the parties to be
reasonable for such purpose. The parties agree that any breach of such
Sections would cause the other party substantial and irreparable damage and
therefore, in the event of any such breach, in addition to other remedies which
may be available, the non-breaching party shall have the right to seek specific
performance and other injunctive and equitable relief in a court of law.</span></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in;
page-break-after:auto'>13.<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>LICENSE KEY &amp; USE REPORTING<span style='font-weight:normal'> -
Customer acknowledges that a security code owned and controlled by R1Soft (the
&quot;License Key&quot;) is required to render the Licensed Software
operational on Customer's computer hardware. Once utilized to install the
Licensed Software on Customer's computer hardware, no other security code will
be required for the Licensed Material to operate on such computer hardware in accordance
with the terms and restrictions contained in this Agreement. Customer shall not
attempt to crack, alter or otherwise derive the License Key. R1Soft shall
promptly provide Customer with all necessary License Keys upon purchase of the
Licensed Software or upon any authorized transfer of the Licensed Software to
any other hardware equipment permitted under Section 2(b) of this Agreement. 
R1Soft reserves the right to gather data on license usage by Customer for each
item of Licensed Software, including License Key numbers, server IP addresses,
domain counts and other information deemed relevant, to ensure that the
Licensed Software is being used in accordance with the terms of this Agreement.
R1Soft expressly prohibits domain count overrides without prior written
approval. Customer hereby consents to R1Soft gathering such usage information
and agrees not to block, electronically or otherwise, the transmission of data
required for compliance with this Agreement. Any unauthorized use of the
Licensed Software by Customer or other use by Customer in violation of the
restrictions contained herein shall be deemed a material breach of this
Agreement. R1Soft reserves the right to remedy any such breach immediately upon
discovery, by charging Customer the then current list price for any usage of
the Licensed Software in excess of the licenses purchased by Customer, or by
any other means necessary. </span></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in;
page-break-after:auto'>14.<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>UPGRADES <span style='font-weight:normal'>- All pricing is determined
based upon R1Soft's then-current list price at the time of purchase. Copies of
R1Soft's price list are available to the Customer upon request. If Customer
adds additional servers or instances, as applicable, above the maximum number
prescribed in R1Soft's price list, then Customer will immediately notify R1Soft
and deliver a Purchase Order to R1Soft specifying the number of additional
servers or instances, as the case may be, and will pay R1Soft an additional
charge based on R1Soft's price list in effect at such time.</span></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in;
page-break-after:auto'>15.<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>ENFORCEABILITY <span style='font-weight:normal'>- </span><span
style='font-weight:normal'>If for any reason a court of competent jurisdiction
finds any provision of this Agreement, or portion thereof, to be unenforceable,
void, invalid or illegal, that provision shall be enforced to the maximum
extent permissible so as to effect the intent of the parties, and the remainder
of this Agreement shall continue in full force and effect.</span></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in;
page-break-after:auto'>16.<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>ENTIRE AGREEMENT</p>

<p class=MsoNormal style='text-align:justify'><span style='font-size:8.0pt;
font-family:"Arial","sans-serif"'>&nbsp;</span></p>

<p class=PSHeading2 style='text-align:justify'>(a)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>Customer acknowledges that it has read this Agreement, understands it
and agrees to be bound by its terms. Customer and R1Soft further agree that
this Agreement, together with all Purchase Orders delivered in connection
herewith, is the complete and exclusive statement of the agreement between
Customer and R1Soft and supersedes all proposals, oral or written, and all
other communications between the parties relating to the subject matter of this
Agreement, including any shrink-wrap agreements, click-wrap agreements or demo
or trial agreements which may accompany the Licensed Material or which may have
been previously in force between the parties. Subject to clause (b) below, this
Agreement may not be amended, modified, supplemented or altered except by a written
agreement that is signed by both parties.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'><b>(b)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span></b><b>UNDER NO CIRCUMSTANCES MAY THE TERMS OF THIS AGREEMENT OR ANY R1SOFT
PURCHASE ORDER BE AMENDED, MODIFIED, SUPPLEMENTED, ALTERED, SUPERSEDED OR
REPLACED BY ANY NON-R1SOFT INVOICE OR NON-R1SOFT PURCHASE ORDER OR OTHER
SIMILAR INSTRUMENT DELIVERED BY CUSTOMER TO R1SOFT. EACH PARTY ACKNOWLEDGES
AND AGREES THAT, AS A CONVENIENCE TO CUSTOMER AND ONLY FOR CUSTOMER'S INTERNAL
ACCOUNTING PROCEDURES, CUSTOMER MAY DELIVER TO R1SOFT A CUSTOMER INVOICE OR
CUSTOMER PURCHASE ORDER OR OTHER SIMILAR DOCUMENT FOR ANY TRANSACTION
CONTEMPLATED HEREUNDER AND THAT NO ACTION BY R1SOFT, INCLUDING R1SOFT'S
DELIVERY OF ANY LICENSED MATERIALS OR ACCEPTANCE OF PAYMENT, SHALL BE DEEMED TO
BE ACCEPTANCE OF ANY OF THE TERMS OR CONDITIONS CONTAINED IN SUCH CUSTOMER
INVOICE OR CUSTOMER PURCHASE ORDER OR OTHER SIMILAR INSTRUMENT AND SUCH TERMS
AND CONDITIONS SHALL BE VOID AND OF NO FORCE OR EFFECT, UNLESS ACCEPTED BY R1SOFT
PURSUANT TO A WRITTEN INSTRUMENT SIGNED BY BOTH PARTIES.</b></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in;
page-break-after:auto'>17.<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>MISCELLANEOUS</p>

<p class=PSHeading2 style='text-align:justify'>(a)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>Customer may not assign, delegate or otherwise transfer this Agreement
or any of its rights or obligations hereunder to any other person or entity
without R1Soft's prior written consent. In the event of any merger of Customer
or a sale of substantially all of the assets of Customer in which Customer is
not the surviving entity, Customer may assign or transfer any licenses granted
under this Agreement prior to the date of such merger or sale provided that
such assignee agrees in writing to comply with the terms and conditions set
forth in this Agreement and; provided, further that Customer may not transfer
any other rights or obligations hereunder, including but not limited to the
right to purchase Maintenance Services or additional Licensed Material under the
terms of this Agreement. This Agreement shall be binding upon the parties
hereto and shall inure to the benefit of the parties hereto and their
respective permitted successors and assigns.</p>

<p class=PSHeading2 style='text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(b)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>All notices or approvals required or permitted under this Agreement must
be given in writing and delivered to the appropriate party at the address set
forth in this Agreement or in any Purchase Order delivered in connection with
this Agreement.</p>

<p class=PSHeading2 style='text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(c)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>The waiver of compliance with or breach of any term or condition of this
Agreement or the failure of a party to exercise any right under this Agreement
shall in no event constitute a waiver as to any other failure to comply or
breach, whether similar or dissimilar in nature, or prevent the exercise of any
right under this Agreement. </p>

<p class=PSHeading2 style='text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'><b>(d)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span></b><b>THIS AGREE-MENT WILL BE GOVERNED BY AND INTER-PRETED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW RULES. R1SOFT AND CUSTOMER HEREBY IRREVOCABLY AGREE
ON BEHALF OF THEMSELVES THAT THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE FOR
ANY LITIGATION ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF SHALL BE IN AN APPROPRIATE FEDERAL OR STATE COURT IN THE COMMONWEALTH OF
MASSACHUSETTS IN SUFFOLK COUNTY.</b></p>

<p class=PSHeading2 style='text-align:justify;text-indent:0in'><b>&nbsp;</b></p>

<p class=PSHeading2 style='text-align:justify'>(e)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>Unless otherwise specified herein, the rights and remedies of R1Soft set
forth in this Agreement are not exclusive and are in addition to any other
rights and remedies available to it at law or in equity.</p>

<p class=PSHeading2 style='text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(f)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>This Agreement is not intended to be nor shall it be construed as a
joint venture, association, partnership or other form of business organization
or agency relationship.</p>

<p class=PSHeading2 style='text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(g)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>Headings used in this Agreement are for reference purposes only and
shall not be used to modify the meaning of the terms and conditions of this
Agreement. </p>

<p class=PSHeading2 style='text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(h)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>In consideration of the mutual covenants contained herein, including the
rights and licenses granted to Customer herein, the parties hereto do hereby
agree that for a period of two years following Customer's most recent purchase
of any licenses or services, including Maintenance Service, from R1Soft or its
authorized representative, Customer shall not solicit, induce, hire, engage, or
attempt to hire or engage any employee of R1Soft, or in any other way interfere
with R1Soft's contractual or employment relations with any of its employees,
nor will Customer hire or engage or attempt to hire or engage any individual
who was an employee of R1Soft at any time during such two-year period.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(i)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>This Section applies to all acquisitions of the Licensed Materials by or
for the federal government, or by any prime contractor or subcontractor (at any
tier) under any contract, grant, cooperative agreement or other activity with
the federal government. The Licensed Materials were developed at private
expense and is Commercial Computer Software, as defined in Section 12.212 of
the Federal Acquisition Regulation (48 CFR 12.212 (October 1995)) and Sections
227.7202-1 and 227.7202-3 of the Defense Federal Acquisition Regulation
Supplement (48 CFR 227.7202-1, 227.7202-3 (June 1995)). Accordingly, any use,
duplication or disclosure by the Government or any of its authorized users is
subject to restrictions as set forth in this standard license agreement for the
Licensed Materials. If for any reason, Sections 12.212, 227.7202-1 or
227.7202-3 are deemed not applicable, then the Government's rights to use,
duplicate or disclose the Licensed Materials are limited to &quot;Restricted
Rights&quot; as defined in 48 CFR Section 52.227-19(c)(1) and (2) (June 1987),
or DFARS 252.227-7014(a)(14) (June 1995), as applicable. </p>

<p class=PSHeading2>&nbsp;</p>

<p class=PSHeading2>&nbsp;</p>

<p class=PSHeading2>&nbsp;</p>

</div>

<span style='font-size:8.0pt;font-family:"Arial","sans-serif"'><br clear=all
style='page-break-before:always'>
</span>

<div class=WordSection2>

<p class=MsoNormal align=center style='text-align:center'><b><i><span
style='font-size:8.0pt;font-family:"Arial","sans-serif"'>&nbsp;</span></i></b></p>

<p class=MsoNormal style='text-align:justify'><span style='font-size:8.0pt;
font-family:"Arial","sans-serif"'>&nbsp;</span></p>

<p class=MsoNormal align=center style='text-align:center'><b><span
style='font-size:8.0pt;font-family:"Arial","sans-serif"'>SECTION B - GENERAL
TERMS AND CONDITIONS (SOFTWARE SUBSCRIPTION)</span></b></p>

<p class=MsoNormal align=center style='text-align:center'><b><span
style='font-size:8.0pt;font-family:"Arial","sans-serif"'>&nbsp;</span></b></p>

<div style='border:none;border-bottom:solid windowtext 1.5pt;padding:0in 0in 1.0pt 0in'>

<p class=MsoNormal align=center style='text-align:center;border:none;
padding:0in'><b><span style='font-size:8.0pt;font-family:"Arial","sans-serif"'>&nbsp;</span></b></p>

</div>

</div>

<b><span style='font-size:8.0pt;font-family:"Arial","sans-serif"'><br
clear=all style='page-break-before:auto'>
</span></b>

<div class=WordSection3>

<p class=PSHeading1 style='margin-left:.25in;text-align:justify;text-indent:
-.25in'>1.<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>Definitions - </p>

<p class=PSHeading2 style='text-align:justify'>(a)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Agreement" means this software subscription agreement, together with
all Exhibits, Schedules, Annexes, Purchase Orders made a part hereof in
accordance with the terms of this Agreement and all amendments, modifications,
supplements and alterations thereto effected in accordance with the terms of
this Agreement.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(b)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Confidential Information" means all technical and non-technical
information in both tangible and intangible form, including, but not limited
to, product design information, software code, technical information, customer
information, cost and pricing information, financial information, the terms of
this Agreement and the results derived from or methodology employed by Customer
in conducting any benchmark testing of the Licensed Software; provided that the
term "Confidential Information" shall not include information which the recipient
can show by reasonable proof (i) to have been known by the recipient prior to
the time of disclosure by the disclosing party, (ii) to have become part of the
public domain through no fault or breach of this Agreement by the recipient,
(iii) to have been disclosed to the recipient in good faith by a third party
who is not under any obligation of confidence or secrecy to the disclosing
party at the time such third party discloses the information to the recipient,
(iv) to have been independently developed by the recipient without use of the
disclosing party's Confidential Information or (v) to have been compelled to be
produced by a court of competent jurisdiction, provided that the recipient
shall first give notice to the disclosing party of any such request or order of
the court to give the disclosing party an opportunity to contest or limit said
request or order of the court.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(c)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Error" means any error, defect or omission that (i) is discovered in
the Licensed Software, (ii) is reproducible and (iii) prevents the operation of
the Licensed Software substantially in accordance with the Licensed
Documentation.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(d)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Licensed Documentation" means the published user manuals that R1Soft
makes gener-ally available to its customers for use of the Licensed Software.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(e)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Licensed Material" means the Licensed Software and the Licensed
Documentation.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(f)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Licensed Software" means the machine-readable object code ver-sion of
(i) the software specified on each Purchase Order, whether embed-ded on disc,
tape, internet download site or other media and (ii) all Updates for the
Licensed Software that Customer is entitled to receive in connection with its
receipt of Maintenance Services pursuant to Section 4 of this Agreement.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(g)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>"License Term" means the period of time (i) specified on the Purchase
Order pursuant to which Customer agreed to license the Licensed Material or
(ii) to the extent no such period is specified on the Purchase Order, a
one-year period of time, in each case commencing on the Effective Date,
together with all subsequent renewals and extensions thereof effected in
accordance with the terms of this Agreement.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(h)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Maintenance Services" means the technical support services provided by
R1Soft pursuant to Section 4 hereof.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(i)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Purchase Order" means R1Soft's standard price quote, sales order,
purchase order, order form or purchase confirmation provided by R1Soft to
Customer, as such document may be amended, supplemented or modified from time
to time in accordance with this Agreement.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(j)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>"Update" means any revision, enhancement, improvement or modification to
or programming fix for the Licensed Software or Licensed Documentation which
R1Soft makes generally available, incorporates into and makes a part of the
Licensed Software or Licensed Documentation and does not separately price or
market.</p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>2.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>LICENSE <span style='font-weight:normal'> -</span></p>

<p class=PSHeading2 style='text-align:justify'>(a)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Use</b> - Subject to the terms and conditions of this Agreement
including, but not limited to the applicable licensing restrictions set forth
in Section 2(b) below, and subject further to Customer's full compliance
herewith and according to the scope, time period and other terms indicated on
the applicable Purchase Order delivered in connection with this Agreement,
R1Soft hereby grants Customer and Customer hereby accepts from R1Soft, a
limited, non-exclusive and non-transferable right and license during the
License Term to install the Licensed Software on computer hardware that is
owned or operated by or on behalf of Customer and to access and use the
Licensed Material licensed by Customer, solely for Customer's internal use, in
accordance with the applicable restrictions and conditions contained in this
Agreement and to copy the Licensed Material as permitted by this Agreement. 
Customer's right to use the Licensed Material shall extend to (i) use by third
parties under written contract with Customer to provide outsourcing services
for Customer's own internal business operations and (ii) solely in the case of
a license to use R1Soft's Server Backup Manager SE software product, Customer's
provision of data back-up and protection services to its end user customers
using servers and systems owned and controlled by Customer; provided, in the
case of both clauses (i) and (ii) above, such third parties have agreed to
abide by the terms of this Agreement, including the confidentiality provisions
contained herein and Customer is liable for any breach of this Agreement by
such third parties. Upon expiration of the License Term or termination of this
Agreement any and all rights and licenses granted under this Agreement by
R1Soft shall automatically terminate.</p>

<p class=PSHeading2 style='text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(b)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>License Usage and Restrictions </b> -Customer acknowledges and agrees
that, as between Customer and R1Soft, R1Soft owns and shall continue to own all
right, title, and interest in and to the License Material, including associated
intellectual property rights under copyright, trade secret, patent, or
trademark laws. This Agreement does not grant Customer any ownership interest
in or to the Licensed Material, but only a limited right and license to use the
Licensed Materials in accordance with the terms of this Agreement and each
applicable Purchase Order. Customer further acknowledges and agrees that the
license granted hereunder shall expire automatically upon expiration or
termination of the License Term and the restrictions applicable to Customer's
installation and use of the License Software will vary according to the type of
Licensed Software purchased by Customer. Customer hereby agrees to the
following license restrictions and conditions applicable to the Licensed
Software set forth in the Purchase Orders delivered by Customer under this
Agreement:</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='margin-left:1.0in;text-align:justify;text-indent:
-.5in'>(i)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>For all Licensed Software made generally available by R1Soft on a
"per-instance" basis, Customer may install, operate and use such Licensed
Software on one (1) instance per license purchased by Customer; and</p>

<p class=PSHeading2 style='margin-left:1.0in;text-align:justify;text-indent:
0in'>&nbsp;</p>

<p class=PSHeading2 style='margin-left:1.0in;text-align:justify;text-indent:
-.5in'>(ii)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>For all Licensed Software made generally available by R1Soft on a "per-server"
basis, Customer may install, operate and use such Licensed Software on one (1)
physical or one (1) virtual server per license purchased by Customer.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(c)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Copies and Disaster Recovery</b> -- Customer may make a reasonable
number of back-up archival copies of the Licensed Software and any related
Updates. In the event of any outage that results in the complete failure of the
computer system upon which Customer has installed the Licensed Software,
Customer's right to use the Licensed Software shall include, during the
pendency of such outage, the temporary right to use the Licensed Software in a
replacement computing environment substantially similar to the original
computing environment upon which the Licensed Software was installed
immediately prior to such outage. Customer shall repro-duce all confidentiality
and proprietary notices on each of the copies permitted hereunder and maintain
an accurate record of the location of each of the copies. Customer shall not
otherwise copy or duplicate the Licensed Material. Customer shall not reverse
engineer, disassemble, translate, modify, adapt, or decompile the Licensed
Material or apply any procedure or process to the Licensed Material in order to
ascertain, derive, and/or appropriate the source code or source listings for
the Licensed Software or any trade secret or other proprietary information
contained in the Licensed Software. Customer shall not provide, lease, lend,
use for timesharing or service bureau purposes or otherwise use or allow others
to use the Licensed Materials to or for the benefit of third parties.</p>

<p class=PSHeading2 style='text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(d)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Renewal of License </b>- Upon expiration of each License Term, except
as set forth in the Purchase Order all licenses granted under this Agreement
shall automatically renew for an additional 12-month License Term and R1Soft
will invoice Customer at the then-current subscription-based list price for
such additional License Term unless R1Soft or its authorized representatives
are notified by Customer in writing at least sixty (60) days prior to the
expiration of the current License Term that Customer will not renew the
licenses granted hereunder for another License Term. No additional Purchase
Order shall be required for any renewal of the License Term. </p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(e)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Other Services </b>- All licenses and Maintenance Services purchased
by Customer in respect of the Licensed Material shall be governed by this
Agreement, together with the applicable Purchase Orders delivered hereunder. 
Unless otherwise agreed by the parties in writing, all other services purchased
by Customer in respect of the Licensed Software, if any, including
implementation services, training services and professional services
(collectively, "Ancillary Services"), shall be governed solely by R1Soft's
standard professional services agreement, and acceptance of the Licensed
Material shall not be contingent upon Customer's acceptance of any such
Ancillary Services.</p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>3.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>DELIVERY AND PAYMENT TERMS<span style='font-weight:normal'> - </span></p>

<p class=PSHeading2 style='text-align:justify'>(a)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Delivery</b> - All Licensed Material shall be delivered by R1Soft to
Customer via electronic delivery using a secure internet download site. 
Ownership of all licenses purchased hereunder and risk of loss for the related
Licensed Materials shall be deemed to have passed to Customer once R1Soft has
made the Licensed Material available for download by Customer, notified Customer
of the availability of the Licensed Material for download and provided Customer
with the License Keys necessary for the download of the Licensed Software.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(b)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Payment</b> -- Upon execution of each Purchase Order by both parties,
R1Soft shall deliver an invoice to Customer specifying the total license fees
payable for the first year of the License Term. Each year thereafter during
the License Term R1Soft shall invoice Customer for the amount payable for the
next year of the License Term. Customer shall pay all license fees specified in
each invoice within thirty (30) days of Customer's receipt of such invoice. 
All fees payable by Customer in respect of any Ancillary Services may be
separately invoiced. Customer's payment obligation with respect to all license
fees owing hereunder shall be independent of the provision of Ancillary
Services, whether or not such Ancillary Services are separately invoiced. Any
late payment of any amount owing hereunder shall accrue interest at a rate
equal to the lesser of (i) 18% per annum and (ii) the maximum rate permitted by
law.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(c)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Taxes</b> - All payments referred to in this Agreement are exclusive
of value added tax, sales tax and any other applicable taxes, duties or imposts
which (with the exception only of those based on R1Soft's income) shall also be
payable by Customer in accordance with applicable law.</p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>4.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>MAINTENANCE <span style='font-weight:normal'> -R1Soft does not warrant
that the Licensed Software will operate error-free or may be used error-free. 
With respect to the Licensed Software specified in each Purchase Order, upon
Customer's payment of the license fees associated with the Licensed Software
purchased by Customer, as specified in each Purchase Order, R1Soft shall
provide Maintenance Services in accordance with this Section 4 and in
accordance with the additional Maintenance Services terms specified in such
Purchase Order. R1Soft or its authorized representative will provide
Maintenance Services for the Licensed Software during each </span><span
style='font-weight:normal'>License</span><span style='font-weight:normal'>
Term. Maintenance Services includes problem determinations, reasonable problem
resolutions, provisioning of software program temporary fixes and new
releases. Maintenance Services shall also include any additional Maintenance
Services terms specified in the Purchase Order pursuant to which Customer
purchased a license to use the Licensed Software. Maintenance Services shall
be provided in accordance with the additional Maintenance Services terms (if
any) specified in such Purchase Order. Maintenance Services shall entitle
Customer to receive, at no additional cost, all Updates and use of R1Soft's
license management portal.</span></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>5.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>PROPRIETARY RIGHTS<span style='font-weight:normal'> - Customer shall not
acquire, by virtue of this Agreement, any right or license other than as
expressly provided herein. Customer shall not reproduce the Licensed Material
or other confidential or proprietary information of R1Soft, except as provided
in this Agreement. All proprietary rights in and to the Licensed Material, all
derivatives, translations, modifications, adaptations, improvements,
enhancements or developments thereof and all confidential or proprietary
information of R1Soft, including without limitation, all rights under and with
respect to patents, copyrights, trademarks and rights under the trade secret
laws of any jurisdiction shall remain the property of R1Soft or its applicable
licensor, whether recognized by or perfected under applicable local law.
Customer shall promptly notify R1Soft of any infringement of R1Soft's
proprietary rights of which it becomes aware.</span></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>6.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>LIMITED WARRANTIES</p>

<p class=MsoNormal style='text-align:justify'><b><span style='font-size:8.0pt;
font-family:"Arial","sans-serif"'>&nbsp;</span></b></p>

<p class=PSHeading2 style='text-align:justify'>(a)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Warranty -</b> R1Soft warrants to Customer that during the License
Term the Licensed Software shall perform substantially as described in the
accompanying Licensed Documentation. R1Soft does not war-rant that (i) the
Licensed Material will satisfy or may be customized to satisfy any of
Customer's requirements or any other particular use or (ii) the use of the
Licensed Material will be uninterrupted or error-free. Laws from time to time
in force may imply warranties that cannot be excluded or can only be excluded
to a limited extent. This Agreement shall be read and construed subject to any
such statutory provisions.</p>

<p class=PSHeading2 style='text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=MsoNormal style='margin-left:.25in;text-align:justify'><span
style='font-size:8.0pt;font-family:"Arial","sans-serif"'>&nbsp;</span></p>

<p class=PSHeading2 style='text-align:justify'>(b)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Remedies -</b> If (i) at any time during a License Term, the Licensed
Software contains Errors which make the Licensed Software unable to perform
substantially as described in the accompanying Licensed Documentation or (ii)
during the License Term R1Soft breaches the warranties set forth in clause (a)
above, then Customer shall promptly notify R1Soft of such Error or breach and
R1Soft shall (A) use commercially reasonable efforts to correct such Error or
breach within thirty (30) days of notification or (B) provide Customer within
thirty (30) days of notification with a plan acceptable to Customer for
correcting such Error or breach. If such Error or breach is not corrected or
if an acceptable plan for correcting such Error or breach is not established,
R1Soft shall replace any defective Licensed Software or, if not practicable,
accept the return of the defective Licensed Software and refund to Customer the
pro rata pre-paid amount for the remaining portion of the unexpired License
Term. R1Soft's obligations under this Section 6(b) shall be waived in the event
such Error or breach is due to (I) any defect in or misconfiguration of the
computer upon which the Licensed Software is installed, (II) improper handling
or use of the software media by Customer, or (III) an unauthorized alteration
or revision or configuration of the Licensed Software or to Customer's computer
system by Customer or its employees. Customer acknowledges that this Section
6(b) sets forth Customer's sole and exclusive remedy, and R1Soft's and its
authorized representatives' sole and exclusive liability, for any breach of
warranty, Error or failure of the Licensed Software to function properly.</p>

<p class=MsoNormal style='text-align:justify'><b><span style='font-size:8.0pt;
font-family:"Arial","sans-serif"'>&nbsp;</span></b></p>

<p class=PSHeading2 style='text-align:justify'><b>(c)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span></b><b>Disclaimer - EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, ALL
WARRANTIES, REPRE-SENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE
LICENSED MATERIAL, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR
ORAL OR WRITTEN STATEMENTS BY R1SOFT OR ITS AUTHORIZED REPRESENTATIVES OR
OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR PARTICULAR PURPOSE) ARE HEREBY OVERRIDDEN AND DISCLAIMED.</b></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>7.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>INDEMNITY</p>

<p class=PSHeading2 style='text-align:justify'>(a)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Indemnity</b> - Subject to this Section 7, R1Soft agrees to indemnify,
defend and hold harmless Customer from and against all claims, damages, losses,
liabilities and expenses (including, but not limited to, reasonable attorneys'
fees) arising out of any claim by a third party asserting that the Licensed
Material or any of Customer's use thereof, infringes upon any third party's copyright
or trademark, provided that (i) Customer promptly notifies R1Soft in writing no
later than ten (10) days after Customer's notice of any potential claim, (ii) Customer
permits R1Soft to defend, compromise or settle the claim, and provided further
that no settlement intended to bind Customer shall be made without Customer's prior
written authorization and (iii) Customer gives R1Soft all available
information, reasonable assistance, and authority to enable R1Soft to do so.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(b)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Alternative Remedy</b> - If a claim described in Paragraph 7(a) may
or has been asserted, Customer will permit R1Soft, at R1Soft's option and
expense, to (i) procure the right to continue using the Licensed Material, (ii)
replace or modify the Licensed Material to eliminate the infringement while
providing functionally equivalent performance or (iii) accept the return of the
Licensed Material and refund to Customer the pro rata pre-paid unused amount
paid to R1Soft by Customer for the remaining unexpired portion of the License
Term.</p>

<p class=MsoNormal style='text-align:justify'><b><span style='font-size:8.0pt;
font-family:"Arial","sans-serif"'>&nbsp;</span></b></p>

<p class=PSHeading2 style='text-align:justify'><b>(c)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span></b><b>Limitation</b> - R1Soft shall have no indemnity obligation to
Customer hereunder if the violation or infringement claim results from (i) a
correction or modification of the Licensed Material not provided by R1Soft or
its authorized representative, (ii) the failure to promptly install an Update,
(iii) the combination of the Licensed Software with other non-R1Soft software
and (iv) continuing the allegedly infringing activity after receiving written
notice of such infringement claim from R1Soft.</p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>8.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>NO CONSEQUENTIAL DAMAGES - UNDER NO CIRCUMSTANCES WILL R1SOFT OR ITS
AUTHORIZED REPRESENTATIVES BE LIABLE FOR ANY CON-SEQUENTIAL, INDIRECT, SPECIAL,
PUNITIVE, EXEMPLARY OR INCI-DENTAL DAMAGES, WHETHER FORE-SEE-ABLE OR UNFORE-SEEABLE,
BASED ON CLAIMS BY CUSTOMER OR ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO,
CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE
PRODUCTS, INTER-RUPTION IN USE OR AVAIL--ABILITY OF DATA, STOP-PAGE OF OTHER
WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OF EXPRESS OR
IMPLIED WAR-RANTY, BREACH OF CONTRACT, BREACH OF ANY INTELLECTUAL PROPERTY
RIGHT, MISREP-RESENTATION, NEG-LIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE,
EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT
APPLICABLE LAW REQUIRES SUCH LIA-BILITY. IN ANY EVENT, THE TOTAL CUMULATIVE
LIABILITY OF R1SOFT (INCLUDING ANY OF ITS SUPPLIERS) TO CUSTOMER FOR ANY AND
ALL CLAIMS AND DAMAGES UNDER THIS AGREEMENT, WHETHER ARISING BY STATUTE,
CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS PAID BY (AND NOT
OTHERWISE REFUNDED TO) CUSTOMER TO R1SOFT UNDER THIS AGREEMENT FOR THE LICENSED
MATERIALS OR MAINTENANCE SERVICES WHICH FORM THE SUBJECT OF THE CLAIM. THE
PROVISIONS OF THIS AGREEMENT ALLOCATE RISKS BETWEEN THE PARTIES. THE PRICING
SET FORTH HEREIN REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF
LIABILITY SPECIFIED HEREIN.</p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>9.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>CONFIDENTIALITY </p>

<p class=MsoNormal style='margin-left:.5in;text-align:justify;text-indent:-.25in'><span
style='font-size:8.0pt;font-family:"Arial","sans-serif"'>&nbsp;</span></p>

<p class=PSHeading2 style='text-align:justify'>(a)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span><b>Confidentiality.</b> - Customer acknowledges that the Licensed
Materials incor-porate confidential and proprie-tary information developed or
acquired by or licensed to R1Soft and that all results of testing of the
Licensed Materials, whether performed by Customer or another third party, are
confidential. In no event will Customer publish or disclose the results of any
testing or performance specifications of the Licensed Materials without
R1Soft's express prior written consent. Each party shall take all reasonable
precautions necessary to safeguard the confiden-tiality of all Confidential
Information disclosed by the other party, including those precautions (i) taken
by the disclosing party to protect it's own Confidential Infor-ma--tion and
(ii) which the disclosing party or its authorized representative may reasonably
request from time to time. Neither party shall allow the removal or deface-ment
of any confidentiality or proprietary notice placed on the Confidential
Information disclosed by the disclosing party. The placement of copy-right
notices on Confidential Information shall not consti-tute publication or
otherwise impair their confidential nature of such information.</p>

<p class=MsoNormal style='text-align:justify'><span style='font-size:8.0pt;
font-family:"Arial","sans-serif"'>&nbsp;</span></p>

<p class=PSHeading2 style='text-align:justify'><b>(b)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span></b><b>Disclosure -</b> If an unauthorized use or disclosure of the
disclosing party's Confidential Information occurs within the recipient party's
enterprise, the recipient party will immed-iately notify the disclosing party
or its authorized representative and take, at recipient party's expense, all
steps which may be available to recover such Confidential Information and
to prevent its subsequent unauthorized use or dissemination. </p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>10.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </span>TERMINATION
<span style='font-weight:normal'> -Upon 30-days prior written notice to R1Soft,
Customer may terminate this Agreement; provided, however that Customer shall
not be entitled to a refund (except as expressly set forth in Section 6(c) and
7(b)) of any amounts paid or a release from or cancellation, waiver or novation
of any amount payable, and all such amounts payable or promised to be paid
through the License Term shall automatically accelerate and be immediately due
and payable and shall survive such termination of this Agreement. If Customer
or any of Customer's employees, consultants, authorized representatives or
permitted third parties breach any term or condition of this Agreement, R1Soft
may terminate this Agreement, without judicial or administrative resolution or
obligation to refund. This Agreement will terminate automatically (i) upon
expiration of the License Term or (ii) if Customer ceases to do business,
becomes insolvent, goes or is put into receivership or liquidation, passes a
resolution for its winding up (other than for the purpose of reconstruction or
amalgamation) or for any of the foregoing, makes an arrangement for the benefit
of its creditors, enters into bankruptcy, suspension of payments, moratorium,
reorganization or any other proceeding that relates to insolvency or protection
of creditors' rights or takes or suffers any similar action in consequence of
debt. Upon the termination of this Agreement for any reason, all rights
granted to Customer hereunder will cease, and Customer will promptly (i) purge
the Licensed Software and any related Updates from all of Customer's computer
systems, storage media and other files, (ii) destroy the Licensed Material and
all copies thereof and (iii) deliver to R1Soft a certification certifying that
Customer has complied with these termination obligations. The provision of
Sections 5 and 8 through 12 shall survive the termination of this Agreement.</span></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>11.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </span>U.S.
EXPORT RESTRICTIONS<span style='font-weight:normal'> - Customer acknowledges
that the Licensed Materials and all related technical information, documents
and materials are subject to export controls under the U.S. Export
Administration Regulations. Customer covenants and agrees to comply with all
import and export control regulations of the United States with respect to the
Licensed Material. Customer acknowledges that it may not re-export or divert
the Licensed Material or any related technical information, document or mater-ial,
or direct derivatives thereof, to any country set forth on the U.S. Department
of Commerce's list of T-5 countries (currently, Cuba, Iran, North Korea, Sudan
and Syria), including any future changes to the list of T-5 countries.</span></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>12.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </span>EQUITABLE
RELIEF <span style='font-weight:normal'> -The parties recognize that Sections
5, 9 and 11 are necessary for the protection of the business and goodwill of
the parties and are considered by the parties to be reasonable for such
purpose. The parties agree that any breach of such Sections would cause the
other party substantial and irreparable damage and therefore, in the event of
any such breach, in addition to other remedies which may be available, the
non-breaching party shall have the right to seek specific performance and other
injunctive and equitable relief in a court of law.</span></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>13.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </span>LICENSE
KEY &amp; USE REPORTING<span style='font-weight:normal'> - Customer
acknowledges that a security code owned and controlled by R1Soft (the
&quot;License Key&quot;) is required to render the Licensed Software
operational on Customer's computer hardware during the License Term. Once
utilized to install the Licensed Software on Customer's computer hardware, no
other password will be required for the Licensed Material to operate on such
computer hardware in accordance with the terms and restrictions contained in
this Agreement and no other disabling device will prevent the Licensed Software
from operating on Customer's computer hardware during the License Term.
Further, Customer acknowledges that the License Key shall expire upon the
expiration of the current License Term and that upon such expiration the
Licensed Software shall cease to operate unless and until another License Key
is obtained from R1Soft. Customer shall not attempt to crack, alter or
otherwise derive the License Key. R1Soft shall promptly (which in the event of
any renewal of a License Term shall be prior to expiration of the current
License Term) provide Customer with all necessary License Keys upon renewal of
each License Term and upon any authorized transfer of the Licensed Software to
any other hardware equipment permitted under Section 2(b) of this Agreement. 
R1Soft reserves the right to gather data on license usage by Customer for each
item of Licensed Software, including License Key numbers, server IP addresses,
domain counts and other information deemed relevant, to ensure that the
Licensed Software is being used in accordance with the terms of this Agreement.
R1Soft expressly prohibits domain count overrides without prior written
approval. Customer hereby consents to R1Soft gathering such usage information
and agrees not to block, electronically or otherwise, the transmission of data
required for compliance with this Agreement. Any unauthorized use of the
Licensed Software by Customer or other use by Customer in violation of the
restrictions contained herein shall be deemed a material breach of this
Agreement. R1Soft reserves the right to remedy any such breach immediately upon
discovery, by charging Customer the then current list price for any usage of
the Licensed Software in excess of the licenses purchased by Customer, or by
any other means necessary. </span></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>14.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </span>UPGRADES
<span style='font-weight:normal'>- All pricing is determined based upon
R1Soft's then-current subscription-based list price at the time of purchase. 
Copies of R1Soft's subscription-based price list are available to the Customer
upon request. If Customer adds additional servers or instances, as applicable,
above the maximum number prescribed in R1Soft's subscription-based price list,
then Customer will immediately notify R1Soft and deliver a Purchase Order to
R1Soft specifying the number of additional servers or instances, as the case
may be, and will pay R1Soft an additional charge based on R1Soft's
subscription-based price list in effect at such time.</span></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>15.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </span>ENFORCEABILITY
<span style='font-weight:normal'>- </span><span style='font-weight:normal'>If
for any reason a court of competent jurisdiction finds any provision of this
Agreement, or portion thereof, to be unenforceable, void, invalid or illegal, that
provision shall be enforced to the maximum extent permissible so as to effect
the intent of the parties, and the remainder of this Agreement shall continue
in full force and effect.</span></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>16.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </span>ENTIRE
AGREEMENT</p>

<p class=PSHeading2 style='text-align:justify'>(a)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>Customer acknowledges that it has read this Agreement, understands it
and agrees to be bound by its terms. Customer and R1Soft further agree that
this Agreement, together with all Purchase Orders delivered in connection
herewith, is the complete and exclusive statement of the agreement between
Customer and R1Soft and supersedes all proposals, oral or written, and all
other communications between the parties relating to the subject matter of this
Agreement, including any shrink-wrap agreements, click-wrap agreements or demo
or trial agreements which may accompany the Licensed Material or which may have
been previously in force between the parties. Subject to clause (b) below, this
Agreement may not be amended, modified, supplemented or altered except by a
written agreement that is signed by both parties.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'><b>(b)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span></b><b>UNDER NO CIRCUMSTANCES MAY THE TERMS OF THIS AGREEMENT OR ANY R1SOFT
PURCHASE ORDER BE AMENDED, MODIFIED, SUPPLEMENTED, ALTERED, SUPERSEDED OR
REPLACED BY ANY NON-R1SOFT INVOICE OR NON-R1SOFT PURCHASE ORDER OR OTHER
SIMILAR INSTRUMENT DELIVERED BY CUSTOMER TO R1SOFT. EACH PARTY ACKNOWLEDGES
AND AGREES THAT, AS A CONVENIENCE TO CUSTOMER AND ONLY FOR CUSTOMER'S INTERNAL
ACCOUNTING PROCEDURES, CUSTOMER MAY DELIVER TO R1SOFT A CUSTOMER INVOICE OR
CUSTOMER PURCHASE ORDER OR OTHER SIMILAR DOCUMENT FOR ANY TRANSACTION
CONTEMPLATED HEREUNDER AND THAT NO ACTION BY R1SOFT, INCLUDING R1SOFT'S
DELIVERY OF ANY LICENSED MATERIALS OR ACCEPTANCE OF PAYMENT, SHALL BE DEEMED TO
BE ACCEPTANCE OF ANY OF THE TERMS OR CONDITIONS CONTAINED IN SUCH CUSTOMER
INVOICE OR CUSTOMER PURCHASE ORDER OR OTHER SIMILAR INSTRUMENT AND SUCH TERMS
AND CONDITIONS SHALL BE VOID AND OF NO FORCE OR EFFECT, UNLESS ACCEPTED BY R1SOFT
PURSUANT TO A WRITTEN INSTRUMENT SIGNED BY BOTH PARTIES.</b></p>

<p class=PSHeading1 style='margin-left:0in;text-align:justify;text-indent:0in'>17.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </span>MISCELLANEOUS</p>

<p class=PSHeading2 style='text-align:justify'>(a)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>Customer may not assign, delegate or otherwise transfer this Agreement
or any of its rights or obligations hereunder to any other person or entity
without R1Soft's prior written consent. In the event of any merger of Customer
or a sale of substantially all of the assets of Customer in which Customer is
not the surviving entity, Customer may assign or transfer any licenses granted
under this Agreement prior to the date of such merger or sale provided that
such assignee agrees in writing to comply with the terms and conditions set
forth in this Agreement and provided, further that Customer may not transfer
any other rights or obligations hereunder, including but not limited to the
right to purchase Maintenance Services or additional Licensed Material under
the terms of this Agreement. This Agreement shall be binding upon the parties
hereto and shall inure to the benefit of the parties hereto and their
respective permitted successors and assigns.</p>

<p class=PSHeading2 style='margin-left:.25in;text-align:justify;text-indent:
0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(b)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>All notices or approvals required or permitted under this Agreement must
be given in writing and delivered to the appropriate party at the address set
forth below the signatures to this Agreement or in any Purchase Order delivered
in connection with this Agreement.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(c)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>The waiver of compliance with or breach of any term or condition of this
Agreement or the failure of a party to exercise any right under this Agreement
shall in no event constitute a waiver as to any other failure to comply or
breach, whether similar or dissimilar in nature, or prevent the exercise of any
right under this Agreement. </p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'><b>(d)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span></b><b>THIS AGREE-MENT WILL BE GOVERNED BY AND INTER-PRETED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW RULES. R1SOFT AND CUSTOMER HEREBY IRREVOCABLY AGREE
ON BEHALF OF THEMSELVES THAT THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE FOR
ANY LITIGATION ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF SHALL BE IN AN APPROPRIATE FEDERAL OR STATE COURT IN THE COMMONWEALTH OF
MASSACHUSETTS IN SUFFOLK COUNTY.</b></p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(e)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>Unless otherwise specified herein, the rights and remedies of R1Soft set
forth in this Agreement are not exclusive and are in addition to any other
rights and remedies available to it at law or in equity.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(f)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>This Agreement is not intended to be nor shall it be construed as a
joint venture, association, partnership or other form of business organization
or agency relationship.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(g)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>Headings used in this Agreement are for reference purposes only and
shall not be used to modify the meaning of the terms and conditions of this
Agreement. </p>

<p class=MsoListParagraph>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(h)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;
</span>In consideration of the mutual covenants contained herein, including the
rights and licenses granted to Customer herein, the parties hereto do hereby
agree that for a period of two years following Customer's most recent purchase
of any licenses or services, including Maintenance Service, from R1Soft or its
authorized representative, Customer shall not solicit, induce, hire, engage, or
attempt to hire or engage any employee of R1Soft, or in any other way interfere
with R1Soft's contractual or employment relations with any of its employees,
nor will Customer hire or engage or attempt to hire or engage any individual
who was an employee of R1Soft at any time during such two-year period.</p>

<p class=PSHeading2 style='margin-left:0in;text-align:justify;text-indent:0in'>&nbsp;</p>

<p class=PSHeading2 style='text-align:justify'>(i)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</span>This Section applies to all acquisitions of the Licensed Materials by or
for the federal government, or by any prime contractor or subcontractor (at any
tier) under any contract, grant, cooperative agreement or other activity with
the federal government. The Licensed Materials were developed at private
expense and is Commercial Computer Software, as defined in Section 12.212 of
the Federal Acquisition Regulation (48 CFR 12.212 (October 1995)) and Sections
227.7202-1 and 227.7202-3 of the Defense Federal Acquisition Regulation Supplement
(48 CFR 227.7202-1, 227.7202-3 (June 1995)). Accordingly, any use, duplication
or disclosure by the Government or any of its authorized users is subject to
restrictions as set forth in this standard license agreement for the Licensed
Materials. If for any reason, Sections 12.212, 227.7202-1 or 227.7202-3 are
deemed not applicable, then the Government's rights to use, duplicate or
disclose the Licensed Materials are limited to &quot;Restricted Rights&quot; as
defined in 48 CFR Section 52.227-19(c)(1) and (2) (June 1987), or DFARS
252.227-7014(a)(14) (June 1995), as applicable.</p>

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