This software license and service agreement ("Agreement") is made by and between 
HelpSystems LLC (HelpSystems) and the entity on whose behalf such individual 
accepts this Agreement ("Client") formed by installing or updating the Software. 
Please read all the terms and conditions set forth in this Agreement before 
accepting this Agreement. By installing or updating the Software Client hereby 
agrees to, and agrees to be bound by, the terms and conditions set forth in this 
Agreement, and represents to HelpSystems that it is authorized to do so. If you 
do not agree to all the terms of this Agreement or if you do not have the 
authority to bind the Company or organization on whose behalf you are accepting 
this Agreement, do not install or update the Software.

SECTION 1.   Definitions.

For the purposes of this Agreement, the following terms have the meanings set 
forth below:

1.1	"Additional Services" shall mean implementation or integration services; 
training services; programming or coding services; data conversion services; or 
on-site consultation, other than those services provided by Maintenance defined 
in Section 1.9, provided by HelpSystems at the request of the Client. 
1.2	"Authorized Device" shall mean a server, partition, computer, or any other 
virtual or otherwise emulated hardware system controlled or owned by Client and 
sanctioned by HelpSystems.
1.3	"Authorized User" shall mean a designated person or number of persons who are 
granted access to the Software by HelpSystems.
1.4 	"Confidential Information" means any material, data, or information in 
whatever form or media of a party to this Agreement that is provided or disclosed 
to the other, and shall include, the Services rendered by HelpSystems to Client, 
the Software licensed by HelpSystems to Client, financial and operational 
information, and other matter relating to the operation of HelpSystems' or 
Client's business, including information relating to actual or potential 
customers, accounting, finance or tax information and pricing information.
1.5 	"Invoice" shall mean any statement of charges issued by HelpSystems for 
Software, Maintenance, or Services.
1.6 	"Effective Date" shall mean the date the Client accepts this Agreement.
1.7 	"Functional Specifications" shall mean those system and operational 
requirements set forth in the Software Documentation to which the Software shall 
conform.
1.8 	"License Fees" shall mean the fees paid to HelpSystems for the right to use 
the version of the Software which is current at the time of the Effective Date. 
All fees are non-refundable.
1.9 	"Maintenance" shall mean providing the Client with (a) access to HelpSystems' 
technical assistance; (b) access to HelpSystems' self-service utilities; and 
(c) access to updates, and enhancements of the Software.
1.10	"Maintenance Fees" shall mean the fees paid to HelpSystems for Maintenance. 
All fees are non-refundable.
1.11	"Maintenance Period" shall mean the period of time that HelpSystems will 
provide Maintenance. The initial Maintenance Period shall commence and expire on 
the dates indicated on the Invoice. The Maintenance Period may be renewed by the 
Client in accordance with Section 7.
1.12	"Services" shall mean collectively any Maintenance and Additional Services 
provided by HelpSystems.
1.13	"Software" shall mean the products delivered to Client under the terms of 
this Agreement, including all updates, add-ons, and enhancements created by 
HelpSystems for those products.
1.14	"Software Documentation" shall mean any tutorials, technical publications, 
and materials supplied with the Software which include system requirements for 
implementation and operation of the Software as well as the Functional Specifications 
of the Software.

SECTION 2.   Scope and Term of Agreement.

This Agreement sets forth the terms and conditions under which HelpSystems shall 
license the Software and provide Maintenance and Services to Client. This 
Agreement shall remain in effect unless and until terminated by HelpSystems or 
Client in accordance with Section 10.

SECTION 3.   Software License.

3.1      Subject to the terms and provisions of this Agreement, as well as the 
payment of License Fees, HelpSystems hereby grants to Client, or an Authorized 
User of the Client, a perpetual, non-exclusive, non-transferable, and non-assignable 
license to use the version of the Software which is current at the time of the 
Effective Date for Client's internal business purposes. The license covers the 
version of the Software which is current at the time of the Effective Date and 
any available Software Documentation.
3.2      Client may install or otherwise utilize the Software on an Authorized 
Device. The Software may not be moved to another device. If the Client desires 
to move the Software to another device, the Client shall secure the prior approval 
of HelpSystems, which may be granted subject to an additional fee.     Client 
shall not alter, modify, adapt, reverse engineer, decompile, disassemble, or 
create derivative works from the Software, nor take any other action intended to 
reproduce the source code of the Software or any part thereof without the prior 
written consent of HelpSystems. The Client shall not remove any copyright or 
proprietary rights notices from the Software and shall reproduce all such notices 
on any copies made in accordance with this Section 3.2.
3.3      Client may be allowed to transfer its right to use the Software provided 
(a) Client is in receipt of the prior written consent of HelpSystems, which may 
be withheld by HelpSystems in HelpSystems' sole discretion; (b) Client has paid 
any additional fee which HelpSystems may charge Client at HelpSystems' sole 
discretion; and (c) Client transfers the most recent production release of the 
Software, including any and all updates to the Software.  Any transfer of Client's 
right to use the Software made in violation of the terms and provisions of this 
Section 3.3 shall constitute a breach of this Agreement.
3.4      Client agrees that the Software will not be shipped, transferred, or 
exported into any country or used in any manner prohibited by the United States 
Export Administration Act, or any other export laws, restrictions, or regulations.

SECTION 4.   Software Delivery and Installation.

4.1      Upon payment of the License Fee, HelpSystems shall make the version of 
the Software
which is current at the time of the Effective Date available to Client along with 
a valid license key. Whether by providing an electronic download, physical distribution, 
or any other form of conveyance, the software shall be deemed delivered once it 
is made available to Client. The Client may also access and utilize any Software 
Documentation related to the Software delivered under the terms of this agreement.
4.2      Client shall be responsible for installation of the Software on an 
Authorized Device that meets the requirements for operation of the Software as 
identified in the Software Documentation.

SECTION 5.   Nondisclosure of Confidential Information.

5.1      HelpSystems and Client agree that the party receiving Confidential 
Information shall exercise the same degree of care and protection with respect 
to the Confidential Information of the party disclosing the Confidential 
Information that it would exercise with respect to its own Confidential 
Information and shall not directly or indirectly disclose, copy, distribute, 
republish, or allow any third party to have access to any Confidential Information 
of the disclosing party, without the prior written consent of the disclosing 
party, except the receiving party may disclose Confidential Information on a 
need-to-know basis, to employees, agents or representatives of the receiving 
party who are informed by the receiving party of the confidential nature of the 
Confidential Information and the obligations of the receiving party under this 
Agreement or in accordance with a judicial or other governmental order, but only 
if the receiving party promptly notifies the disclosing party of the order and 
complies with any applicable protective or similar order.  The receiving party 
will cause its employees, agents and representatives to comply with the provisions 
of this Section 5.1.
5.2      HelpSystems and Client agree that the party receiving Confidential 
Information will promptly notify the disclosing party of any unauthorized use or 
disclosure of Confidential Information, or any other breach of this Agreement; 
and assist the disclosing party in every reasonable way to retrieve any Confidential 
Information that was used or disclosed by the receiving party or an employee, 
agent and representative of the receiving party without the disclosing party's 
specific prior written authorization and to mitigate the harm caused by the 
unauthorized use or disclosure.
5.3      HelpSystems and Client agree that the party receiving Confidential 
Information will not breach Section 5.1 or Section 5.2 by using or disclosing 
Confidential Information if the receiving party demonstrates that the information 
used or disclosed (a) is generally available to the public other than as a result 
of a disclosure by the receiving party or an employee, agent and representative 
of the receiving party; (b) was received by the receiving party from a third party 
without any limitations on use or disclosure; or (c) was independently developed 
by the receiving party without use of the Confidential Information.
5.4      HelpSystems and Client agree that upon the request of the party 
disclosing Confidential Information, the receiving party will (a) promptly return 
to the disclosing party all materials furnished by the disclosing party containing 
Confidential Information, together with all copies and summaries of Confidential 
Information in the possession or under the control of the receiving party, and 
provide written certification that all such Confidential Information has been 
returned to the disclosing party, or (b) promptly destroy all materials furnished 
by the disclosing party containing Confidential Information, together with all 
copies and summaries of Confidential Information in the possession or under the 
control of the receiving party, and provide written certification that all such 
Confidential Information has been destroyed by the receiving party.
5.5      HelpSystems and Client acknowledge and agree that the remedies available 
at law for any breach of this Agreement will, by their nature, be inadequate.   
Accordingly, each party may obtain injunctive relief or other equitable relief 
to restrain a breach or threatened breach of this Agreement or to specifically 
enforce this Agreement, without proving that any monetary damages have been sustained.

SECTION 6.   Software Ownership Rights; Intellectual Property Rights and 
Intellectual Property Rights Indemnification by HelpSystems.

6.1      Client acknowledges and agrees that the Software and Software 
Documentation, and all intellectual property rights therein, are (a) the sole and 
exclusive property of HelpSystems; (b) protected by United States Copyright Law; 
and (c) the Software is a trade secret of HelpSystems.  Except to the limited 
extent required for Client to use the Software pursuant to the license granted 
in Section 3.1, nothing in this Agreement will be deemed to grant, by implication, 
estoppel or otherwise, a license in any existing or future intellectual property 
of HelpSystems. No title or ownership rights to the Software are transferred to 
Client by this Agreement, but shall remain with HelpSystems. All rights not 
expressly granted by HelpSystems with respect to the Software under this Agreement 
are reserved by HelpSystems.
6.2      HelpSystems shall defend at its own expense any action against Client 
brought by a third party to the extent that the action is based upon a claim that 
the Software directly infringes any copyright filed in the United States or 
misappropriates any trade secret recognized as such under the Uniform Trade 
Secrets Act, and HelpSystems will  pay  those  costs  and  damages finally awarded 
 against  Client  in  any  such  action  that  are  specifically attributable to 
 such claim or those costs and damages agreed to in a monetary settlement of such 
 action. HelpSystems obligations under this Section 6.2 are conditioned on 
 (a) Client notifying HelpSystems within ten (10) days of notice of such action, 
 (b) Client giving HelpSystems  sole control of the defense thereof and any 
 related settlement negotiations, and 
 (c) Client cooperating with HelpSystems in such defense (including, without 
 limitation, by making available to HelpSystems all documents and materials in 
 Client's possession or control that are relevant to the infringement or 
 misappropriation claims, and by making Client's personnel available to testify 
 or  consult with HelpSystems or  its attorneys in connection with said defense). 
 If the Software becomes, or in HelpSystems' opinion is likely to become, the 
 subject of an infringement or misappropriate claim, HelpSystems  may, at its 
 option and expense, either (i) procure for Client the right to continue using 
 the Software; (ii) replace or modify the Software so that it becomes 
 non-infringing, or (iii) terminate Client's right to use the Software and give 
 Client a refund or credit of the amounts actually paid by Client to HelpSystems  
 for the Software less a reasonable allowance for the period of time Client has 
 used the Software.   HelpSystems will have no obligation with respect to any 
 infringement or misappropriation claim based upon (1) any use of the Software 
 not in accordance with the Agreement or for purposes not intended by HelpSystems; 
 (2) any use of the Software in combination with other products, equipment, 
 software, or data not supplied by HelpSystems; (3) any use of any release of 
 the Software other than the most current release made available to Client; or 
 (4) any modification of the Software made by any person other than HelpSystems. 
 This Section 6.2 states HelpSystems' entire liability and Client's sole and 
 exclusive remedy for infringement and misappropriation claims and actions.

SECTION 7.   Maintenance and Additional Services.

7.1      During the Maintenance Period HelpSystems will provide Client with 
Maintenance. HelpSystems' continuing obligation to provide Maintenance is 
contingent on payment in full of the Maintenance Fees by Client to HelpSystems. 
HelpSystems maintenance agreements automatically renew for successive twelve (12) 
month periods unless Client provides written notice of its election to not renew 
sixty (60) days in advance of the renewal date. HelpSystems may allow Client to 
pay the annual maintenance fee by credit card (HelpSystems uses a PCI compliant 
third party system) and, with your agreement, HelpSystems can annually 
automatically charge the Client credit card upon the renewal date.  Within the 
sixty (60) day period prior to the expiration of the Maintenance Period, 
HelpSystems shall send Client an Invoice for Maintenance Fees for the next 
Maintenance Period. The Maintenance Fees charged to Client for the next 
Maintenance Period are subject to change in HelpSystems' sole discretion. Client's 
payment of the Maintenance Fee in response to an Invoice for Maintenance prior 
to the expiration date of the then current Maintenance Period, will extend the 
Maintenance Period until the new expiration date indicated on HelpSystems' Invoice 
for Maintenance.  Client's failure to pay the Maintenance Fees prior to the 
expiration date of the then current Maintenance Period shall constitute Client's 
election to allow the Maintenance Period to expire without further notice from 
HelpSystems. If the Maintenance Period is allowed to expire, HelpSystems may 
condition any subsequent reinstatement of the Maintenance Period on payment by 
Client to HelpSystems of an additional fee set by HelpSystems in HelpSystems' 
sole discretion.   
7.2      The Maintenance provided by HelpSystems during the Maintenance Period 
specifically and expressly does NOT include any Additional Services as defined 
in Section 1.1. Should Client require Additional Services, those Additional 
Services may be available subject to the payment of fees by Client to HelpSystems 
and as otherwise agreed to in writing by HelpSystems and Client.
7.3      In the event HelpSystems incurs any liability to Client, including but 
not limited to a credit balance and whether arising from this Agreement or 
otherwise, HelpSystems may, without notice to Client, set-off the amount of such 
liability against any liability of Client to HelpSystems, including but not 
limited to Maintenance Fees to be paid by Client to HelpSystems for Maintenance 
pursuant to Section 7.1.

SECTION 8.   Limited Warranty and Warranty Disclaimer.

8.1      HelpSystems warrants that (a) the Software shall substantially conform 
to the Functional Specifications and (b) that the Software Documentation shall 
be substantially free of errors. This warranty shall extend for ninety (90) days 
from delivery of the Software as set forth in Section 4.1.  In the event of any 
breach of the warranty set forth in this Section 8.1, HelpSystems' sole and 
exclusive responsibility, and the Client's sole and exclusive remedy, shall be 
for HelpSystems  to correct or replace, at no additional charge to Client, any 
portion of the Software found to be defective; provided, however, that if within 
a commercially reasonable period HelpSystems  neither corrects nor replaces the 
defective Software, then Client's sole and exclusive remedy shall be to receive 
direct damages not to exceed the License Fees paid to HelpSystems.  HelpSystems 
does not warrant that the operation of the Software will be uninterrupted or error 
free or that the Software will meet the Client's operational requirements. 
HelpSystems is not responsible for errors or defects in the Software caused by 
changes in or to the operating characteristics of the Client's computer hardware 
or operating systems made after delivery of the Software as set forth in Section 
4.1 or errors or defects in the Software caused by the interaction of the Software 
with third party programs or applications.  The warranty set forth in this Section 
8.1 shall be void as to Software where noncompliance is caused or related to 
(a) the acts or omissions of non-HelpSystems personnel, agents, or third parties; 
(b) any alternations or modifications made to the Software by Client, its 
personnel or agents; (c) use of the Software other than in the operating 
environment specified in the Software Documentation; or (d) coding, information, 
or specifications created or provided by the Client.
8.2      HelpSystems   warrants  that  any  Services  provided  by  HelpSystems  
pursuant  to  this  Agreement  shall  be performed in accordance with the 
prevailing professional standards of the software industry.  In the event of 
any breach of the warranty set forth in this Section 8.2, HelpSystems' sole and 
exclusive responsibility, and the Client's sole and exclusive remedy, shall be 
for HelpSystems  to correct, at no additional charge to Client, any portion of 
the Services found not to meet prevailing professional standards of the software 
industry; provided, however, that if within a commercially reasonable period 
HelpSystems  fails to correct the Services found not to meet prevailing 
professional standards of the software industry, then Client's sole and exclusive 
remedy shall be to receive direct damages not to exceed the fees paid to 
HelpSystems  for the Services.
8.3      In the event of any breach of any provisions of this Agreement other 
than the warranties set forth in this Agreement, Client's sole and exclusive 
remedy shall be to receive direct damages not to exceed the License Fee.
8.4      EXCEPT AS SET FORTH IN THIS SECTION 8, HELPSYSTEMS MAKES NO EXPRESS OR 
IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE OR SERVICES, 
OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE 
BY CLIENT. HELPSYSTEMS FURNISHES THE ABOVE WARRANTIES IN LIEU OF ALL OTHER 
WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY 
AND FITNESS FOR A PARTICULAR PURPOSE.

SECTION 9.   Limitation of Liability.

9.1      HELPSYSTEMS SHALL NOT BE LIABLE FOR ANY (a) SPECIAL, INDIRECT, INCIDENTAL, 
PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR 
RELATED TO A BREACH OF THIS AGREEMENT OR THE OPERATION OR USE OF THE SOFTWARE OR 
SERVICES INCLUDING SUCH DAMAGES, WITHOUT LIMITATION, AS DAMAGES ARISING FROM LOSS 
OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR 
OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST CUSTOMER BY ANY THIRD 
PARTY, EVEN IF HELPSYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; 
(b) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY HELPSYSTEMS  
TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND HELPSYSTEMS' 
REASONABLE CONTROL; OR (c) CLAIMS MADE A SUBJECT OF A LEGAL PROCEEDING AGAINST 
HELPSYSTEMS  MORE THAN ONE (1) YEAR AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE.
9.2      NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, BUT EXCLUDING 
ANY CLAIMS FOR INDEMNIFICATION UNDER SECTION 6, HELPSYSTEMS' LIABILITY UNDER 
THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY, OR OTHERWISE 
SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS ACTUALLY RECEIVED 
BY HELPSYSTEMS UNDER THIS AGREEMENT.

SECTION 10. Termination.

10.1    HelpSystems shall have the right to terminate this Agreement if (a) Client 
fails to pay any fees that are due, other than for Maintenance, within ten (10) 
days after receiving written notice of such obligation from HelpSystems; (b) 
Client breaches any provision of this Agreement and fails to remedy such breach 
within thirty (30) days after receiving written notice of such breach; or (c) a 
proceeding is instituted by or against Client seeking to adjudicate it bankrupt 
or insolvent, or seeking liquidation, winding up, reorganization, arrangement, 
adjustment, protection, relief or composition of it or its debts under any law 
relating to bankruptcy, insolvency or reorganization or relief of debtors, or 
seeking an entry of an order for relief or the appointment of a receiver, trustee 
or other similar official for it or any substantial part of its property or 
taking any action to authorize any of the foregoing or similar actions by or 
against Client.
10.2	Client shall have the right to terminate this Agreement if (a) HelpSystems 
breaches any provision of this Agreement and fails to remedy such breach within 
thirty (30) days after receiving written notice of such breach; or (b) a proceeding 
is instituted by or against HelpSystems  seeking to adjudicate it bankrupt or 
insolvent, or seeking liquidation, winding up, reorganization, arrangement, 
adjustment, protection, relief or composition of it or its debts under any law 
relating to bankruptcy, insolvency or reorganization or relief of debtors, or 
seeking an entry of an order for relief or the appointment of a receiver, trustee 
or other similar official for it or any substantial part of its property or 
taking any action to authorize any of the foregoing or similar actions by or 
against HelpSystems .
10.3    Upon any termination of this Agreement, Client shall make no further use 
of the Software and shall either return to HelpSystems or destroy originals and 
all copies of the Software and Software Documentation.  Client shall supply a 
written affidavit executed by an officer of Client to HelpSystems certifying that 
it no longer possesses any embodiments of the Software or Software Documentation. 
No refunds or credits will be due Client.



SECTION 11.        Governing Law; Venue.

HelpSystems and Client agree that this Agreement shall be governed by and 
construed in accordance with the laws of the State of Minnesota without regard 
to conflict of laws principles.  Any action or proceeding seeking to enforce any 
provisions of, or based on any right or claim arising out of this Agreement will 
be brought against HelpSystems or Client in Hennepin County Circuit Court of the 
State of Minnesota or, subject to applicable jurisdictional requirements in the 
United States District Court of the District of Minnesota, and HelpSystems  and 
Client consent to  the  jurisdiction of  such courts (and of  the  appropriate 
appellate courts) in  any such  action or proceeding and waives any objection 
to such venue.

SECTION 12.        Waiver.

HelpSystems and Client agree that this Agreement may not be changed or modified, 
nor may any provision hereof be waived, except as agreed to in writing by 
HelpSystems and Client.

SECTION 13.        Severability.

If any provision of this Agreement is found to be illegal, invalid, or 
unenforceable, that provision shall not affect the validity or enforceability 
of this Agreement as a whole, and this Agreement shall then be construed in all 
respects as if such invalid or unenforceable provision was omitted.

CLIENT ACKNOWLEDGES THAT CLIENT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND 
AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. CLIENT FURTHER AGREES THAT THE 
AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN HELPSYSTEMS  
AND CLIENT AND THAT IT SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS, 
NEGOTIATIONS, DISCUSSIONS, AND PROPOSALS, ORAL OR WRITTEN, AND ANY AND ALL OTHER 
COMMUNICATIONS RELATING TO THE SUBJECT MATTERS OF THE AGREEMENT.