For Copies Supplied by Electronic Transmission: BEFORE YOU CLICK ON THE ACCEPT BUTTON AT THE END OF THIS DOCUMENT, CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE ACCEPT BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND DO NOT USE THIS SOFTWARE.

For Copies Supplied on Tangible Media: Use of the Software provided to you on the enclosed media is subject to the terms of this Agreement. You should not open the software license envelope until you have read this Agreement. By opening the envelope, you signify that you have read this Agreement and accept its terms. If you do not agree to the terms of this Agreement, then INFORUM is unwilling to license the Software to you, in which event you should return the product immediately for a refund. The right to return and refund does not extend to your transferee.

This INFORUM® Solutions, Inc. User Agreement, Service Terms and Software License Terms (the "Agreement") is a legal agreement between you and INFORUM Solutions, Inc., a Delaware corporation ("INFORUM") for the INFORUM Virtual Center software. In this Agreement, the term "Software" means INFORUM® Virtual Center Park software, including computer software and associated media and printed materials, and may include "online" or electronic documentation. The term "You" or "you" means the company, entity or individual who is acquiring the license to use the Software under this Agreement. The term "Use" means storing, loading, installing, executing or displaying the Software. "Computer" means a central processing unit ("CPU") or group of CPU's, that accesses its or their own individual non-cache Random Access Memory. "Server" means a Computer which permits Simultaneous User by multiple users. "Client" means a Computer used to access a Server. "Simultaneous Use" means access, directly or indirectly, by an licensed user, of the Software executing on the Server. "Service" means the provision of computer service based on the Software as operated by INFORUM. "Account" means the account under which the Service is provided.

Authorization. You are the only individual who is authorized to access the Service through your INFORUM Account. You must not permit anyone else to access the Service through your Account and (if you are a company or other entity) must ensure that all authorized individual users of your Account comply with this Agreement. In addition, there may not be any Simultaneous Use of your Account or username from two or more computer systems or by two or more individuals. You are responsible for maintaining the confidentiality of your passwords.

License Grant - Usage in General. You may Use the Software, in the quantity and for the purposes set forth below, depending on the particular license you have acquired, and for the time period for which you have purchased a license. acquired. Except as otherwise specifically set forth below, (a) INFORUM grants you and you accept the non-exclusive, non-transferable right to Use the Software in object code form only, on a single Computer; and (b) you may not modify the Software or disable any licensing or control features of the Software. Your acknowledge that the Software may contains software procedures or other mechanisms ("License Enforcement Mechanisms") that enforce use restrictions and that may disable functionality of the Software and prevent access to data using the Software at the end of any evaluation period or upon violation of the terms of this Agreement.

Evaluation License. If your Software is designated as an "Evaluation License", INFORUM grants you and you accept the temporary, non-exclusive, non- transferable right to Use one copy of the Software in object form only, solely for evaluation purposes, but not for general production use, during an evaluation period of thirty (30) days from the date the Software is first Used by you.

Server License. If your Software is designated as a Server License, you must acquire one copy of the Software for each Server on which the Software is installed. In addition, each Computer which Uses the Software to accesses the Server must be separately licensed.

License Grant - Additional Restrictions. You may only Use the Software on any single Computer (provided that if you are the primary user of that Computer, you may also make a second copy of the Software for your exclusive use on either a home or portable Computer). You may only Use the Software to access Servers on which the Software is installed if the Use of the Software on such Server is properly licensed and complies with the conditions of such Server license

Payment for Services. You agree to pay all charges, recurring fees, applicable taxes and other charges (collectively herein "Charges") incurred by you at the rates in effect for the billing period in which those charges are incurred. Charges may include among other things, fees for access based on usage of the Software. INFORUM may change rates or institute new charges at any time upon 30 days prior notice; relevant information will be posted at www.inforumsolutions.com or otherwise provided to you by INFORUM.

For most billing plans INFORUM will be charging your designated credit card monthly, but some charges are billed on a different schedule. You are responsible for all charges incurred, including applicable taxes and purchases made by you or anyone who is using an authorized user account that you have caused to be created or for which you have otherwise indicated your agreement to be responsible for payment. This means that, unless your account or credit card information is obtained unlawfully or fraudulently, you will be responsible for all usage and purchases made on your card.

A service charge, up to the maximum allowed by the state you reside in, will be assessed to your Account for each check that is returned to INFORUM for insufficient funds. Initial payment for usage are normally prepaid. Payments for additional usage is due prior to commencement of such usage. If your Account is delinquent, your account (and accordingly use of the Software) may be suspended or canceled at INFORUM's sole discretion. If your account is suspended, regular charges continue to accrue until you cancel your account. INFORUM may, at its sole discretion, charge a fee to reinstate a suspended Account. Interest charges of 1% per month (or the highest rate permitted by law if lower than 1% per month) will accrue daily on any unpaid balance which is more than 30 days old. You agree to pay all sales and use taxes, duties, or levies which are required by law as well as all attorney and collection fees arising from efforts to collect any unpaid balance on your account.

You should let INFORUM know about any billing problems or discrepancies within 90 days after they first appear on your Account statement. If you do not bring them to INFORUM's attention within 90 days, you agree that you waive your right to dispute such problems or discrepancies. Additionally, if any charges are being collected by INFORUM on behalf of a supplier, then such supplier shall be an express third party beneficiary of this section.

Content. To the extent that the Software enables you to access (on-line or otherwise) materials not supplied by INFORUM ("Content"), you should be aware that such Content is the property of the applicable Content owner and may be protected by applicable copyright law. This License grants you no rights to Content.

Confidentiality and Security of Service. You agree that neither INFORUM nor its suppliers shall, under any circumstances, be held responsible or liable for situations where the data stored or communicated through the Service are accessed by third parties through illegal or illicit means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to INFORUM at the time) which may exist in the Service. In particular, INFORUM does not warrant that any information, software or other material accessible via the Service is free of viruses, worms, trojan horses, or other harmful components. INFORUM may store and facilitate the transmission of materials, which constitute private electronic communications pursuant to the Electronic Communications Privacy Act of 1986. Electronic communications on this system are private, and only under situations where explicitly required or allowed by law will such communications be accessed, intercepted, disclosed, or used without the consent of at least one of the parties to the communication.

Although INFORUM will not systematically monitor the content which is submitted to, stored on or distributed via the Service, INFORUM reserves the right, in its sole discretion, to edit or delete any information or other content, regardless of whether it violates the standards for content laid out in below under "Standard of Conduct".

Standard of Conduct. You warrant that all information submitted to, stored or distributed via the Software does not infringe any third party copyright or any other third party intellectual property right. You grant INFORUM the right to reproduce, copy, use and distribute any materials submitted to, stored on or distributed via the Service to the extent needed to operate the Service. You agree that your use of the Service and the Software used to provide the Service will be in a manner consistent with this Agreement and with all applicable laws and regulations, including without limitation, copyright, trademark, and export control laws, and laws prohibiting the use of telecommunications facilities to transmit illegal, obscene, harmful to minors, threatening, harassing, or other offensive information or messages.

Amendment and Termination. INFORUM may terminate your use of the Service, and remove any content within the Service if we reasonably believe that you have violated or acted inconsistently with this Agreement. We may also at any time modify or discontinue providing the Service. We may do either of these things with or without prior notice. We will not be liable to you or any third-party for any of these actions. Your continued use of the Service constitutes consent to any such amendments or changes.

Ownership. You acknowledge and agree that the Software is owned and copyrighted by INFORUM or its third party suppliers. Your license confers no title or ownership in the Software and is not a sale of any rights in the Software. All ownership rights remain in INFORUM or its third party suppliers, as the case may be.

Copies. You may only make one copy of the object code of the Software solely for backup or archival purposes or when copying is an essential step in the authorized Use of the Software. You must reproduce all copyright and other proprietary or restricted rights notices in the original Software on all authorized copies.

Additional Restrictions. Except to the extent permitted above, you may not: permit other individuals to use the Software; permit concurrent use of the Software; modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software; copy (including copying onto a bulletin board or similar system) the Software other than as specified above; rent, lease, grant a security interest in, or otherwise transfer rights to the Software except as set forth in "Transfer" below; modify, disable, attempt to circumvent, or otherwise interfere with any License Enforcement Mechanisms (and you acknowledge that any attempt to do so may be a violation of applicable law) or remove any proprietary notices or labels on the Software. If you are using the Software in any country in the European Community, the prohibition against modifying, translating, reverse engineering, decompiling, disassembling or creating derivative works based on the Software does not affect your rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs.

Transfer. You may transfer your license to the Software only upon the terms of this section. You must deliver the original and all complete, partial or electronically stored copies of the Software and related documentation to the transferee. You may not retain any copies of the Software or related documentation, and any copies you have made which you have not transferred to the transferee you must destroy. The transferee must complete and return to INFORUM a Product Registration Card available from INFORUM. The transferee must accept these Terms as a condition of the transfer. Your license will automatically terminate upon any transfer of the Software. You have no right to sublicense, loan, rent or lease the Software.

Upgrades. If the Software is an upgrade of an INFORUM product, you now may use that upgraded product only in accordance with this License Agreement. If the Software is an upgrade of a component of a package of software programs that you licensed as a single product, the Software may be used and transferred only as part of that single product package and may not be separated for use on more than one Computer. You may not loan, rent, lease, or otherwise transfer the original non-upgraded product to another user, except as part of the permanent transfer (as provided above in " Transfer") of the Software.

NO REFUNDS. If you have questions regarding the functionality of the Software or the Service, please take advantage of an Evaluation License to determine whether or not you wish to purchase the Software. Please satisfy yourself that the Software and the Services are suitable for your use before purchase, because fees are nonrefundable.

Limited Warranty. INFORUM warrants that, for a period of 30 days after purchase, the Software will function substantially in accordance with its Documentation. As your exclusive remedy for breach of this warranty, INFORUM will, at its option, either replace or repair the defective Software or refund all fees paid for it, as well as any fees paid for related Services, provided that you purchased the Software directly from an authorized dealer or from INFORUM; provided proof of purchase; and you destroy all copies of the Software and provide the dealer from whom it was acquired (or INFORUM if acquired directly) with certification of such destruction and proof of purchase, within thirty days of purchase. INFORUM further warrants that for a period of thirty days from your date of purchase the magnetic disks or CD-ROM's ("disks") on which the Software is furnished are free from defects in materials and workmanship, under normal use. INFORUM will not, however, be responsible for any warranty claims unless reported during the warranty period; and will further not be responsible for problems resulting from unauthorized modifications; hardware or network configuration or malfunctions; or interaction with third party software or services, or, in the case of media, if the media is subjected to accident or abuse.

EVALUATION COPIES OF SOFTWARE ARE PROVIDED FREE OF CHARGE OR AT A NOMINAL COST, AND ACCORDINGLY ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY INFORUM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INFORUM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN PARTICULAR, THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The entire risk as to the quality and performance of the Software is borne by you. Should the Software prove defective, you and not INFORUM assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of this Agreement. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.

Because software is inherently complex and may not be completely free of errors, you are advised to verify and back up your work. Additionally, INFORUM does not guarantee compatibility between the Software and any future versions of the Software.

DISCLAIMER RELATING TO SERVICES; INDEMNIFICATION. INFORUM MAKE NO WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICE. THE SERVICE IS PERFORMED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME FULL RESPONSIBILITY AND RISK FOR USE OF THE SERVICE AND THE INTERNET BY YOU AND YOUR AUTHORIZED USERS.

IN PARTICULAR, INFORUM DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. UNDER NO CIRCUMSTANCES SHALL INFORUM, ITS EMPLOYEES, AFFILIATES OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT IN ANY WAY FROM ANY USE OF YOUR ACCOUNT OR THE SERVICE OR YOUR INABILITY TO USE THE SERVICE OR YOUR RELIANCE ON OR USE OF INFORMATION OR SERVICES PROVIDED ON OR THROUGH THE SERVICE OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE.

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS INFORUM AND ITS SUPPLIERS FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS AND RESULTING LIABILITIES, LOSSES, DAMAGES, COSTS AND EXPENSES, (INCLUDING REASONABLE ATTORNEYS FEES) OF WHATEVER NATURE OR KIND ARISING OUT OF OR IN CONNECTION WITH: (1) THE USE OF THE SERVICE BY YOU OR ANY AUTHORIZED USER OR (2) ANY ACTS OR OMISSIONS OF YOU OR ANY AUTHORIZED USERS. THIS INDEMNIFICATION INCLUDES ANY CAUSE OF ACTION BROUGHT AGAINST INFORUM, WHICH IS BASED IN WHOLE OR IN PART ON A CLAIM THAT INFORUM IS NEGLIGENT IN RELATION TO PROVISION OF THE SERVICE TO YOU OR ANY AUTHORIZED USER. YOUR OBLIGATION TO INDEMNIFY INFORUM AND ITS SUPPLIERS WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT BY EITHER PARTY FOR ANY REASON. YOU SHALL PAY FOR THE DEFENSE OF ANY SUCH THIRD PARTY ACTION ARISING AS DESCRIBED HEREIN UNLESS INFORUM AND YOU MUTUALLY AGREE THAT INFORUM WILL PAY FOR THE DEFENSE.

LIMITATIONS ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL INFORUM BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF INFORUM SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, INFORUM IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), INFORUM'S LIABILITY TO YOU WILL BE LIMITED TO THE GREATER OF $1,000 OR THE AMOUNT YOU PAID FOR THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

Export Controls. None of the Software or underlying information or technology may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export or use the Software, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.

If the Software is identified as a not-for-export product (for example, on the box, media or in the installation process), then, unless you have an exemption from the United States Department of State, the following applies: EXCEPT FOR EXPORT TO CANADA FOR USE IN CANADA BY CANADIAN CITIZENS, THE SOFTWARE AND ANY UNDERLYING TECHNOLOGY MAY NOT BE EXPORTED OUTSIDE THE UNITED STATES OR TO ANY FOREIGN ENTITY OR "FOREIGN PERSON" AS DEFINED BY U.S. GOVERNMENT REGULATIONS, INCLUDING WITHOUT LIMITATION, ANYONE WHO IS NOT A CITIZEN, NATIONAL OR LAWFUL PERMANENT RESIDENT OF THE UNITED STATES. BY DOWNLOADING OR USING THE SOFTWARE, YOU ARE AGREEING TO THE FOREGOING AND YOU ARE WARRANTING THAT YOU ARE NOT A "FOREIGN PERSON" OR UNDER THE CONTROL OF A "FOREIGN PERSON."

U.S. Government End Users. The Software is a "commercial item," as that term is defined in 48 C.F.R. 12.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein

Term. Your license under this Agreement is effective until terminated. Your Evaluation License terminates automatically in accordance with the provision of this Agreement set forth above. You may terminate this license at any time. INFORUM may terminate this Agreement immediately if you breach any of the provisions of this Agreement. Upon any such termination or expiration, you must discontinue all use of the Software, and immediately destroy the Software together with all copies. The provisions of this Agreement (other than your license to use the Software) shall survive the termination of the license, or the termination or expiration of this Agreement.

Controlling Law and Severability. This Agreement constitutes the entire agreement between you and INFORUM with reference to this transaction. This Agreement will be governed by the laws of the Commonwealth of Massachusetts, USA, except for that body dealing with conflicts of law. The application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded. In the event of any dispute involving this Agreement, INFORUM and you each consent to exclusive jurisdiction and venue in either the state or federal courts in the Commonwealth of Massachusetts and agrees that the prevailing party shall be entitled to its reasonable attorney fees and costs. In the event any provision of this Agreement shall be deemed unenforceable, void or invalid, such provision shall be modified so as to make it valid and enforceable, and as so modified the entire Agreement shall remain in full force and effect. No decision, action or inaction by INFORUM shall be construed to be a waiver of any rights or remedies available to it.

Inforum EULA rev. 9-02
360039.5.