PKWARE, INC. MASTER LICENSE AGREEMENT                                           
(PK Encrypt: IBM I and Z)                                                       
                                                                                
This License Agreement ("Agreement") is made by and between Licensor            
and Licensee, as defined below.                                                 
BY ACCESSING, USING, OR INSTALLING ALL OR ANY PART OF THE SOFTWARE,             
AS DEFINED BELOW, LICENSEE EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND         
BY ALL OF THE TERMS OF THIS AGREEMENT, INCLUSIVE OF ALL SCHEDULES AND           
EXHIBITS HERETO.  IF LICENSEE DOES NOT AGREE TO ANY PART OF THIS                
AGREEMENT AND DOES NOT WISH TO BE BOUND BY THIS AGREEMENT, LICENSEE MAY         
NOT ACCESS, USE OR INSTALL ALL OR ANY PART OF THE SOFTWARE.                     
LICENSOR'S WILLINGNESS TO ENTER THIS AGREEMENT IS EXPRESSLY CONDITIONED         
AND CONTINGENT UPON LICENSEE'S ASSENT TO THE TERMS AND CONDITIONS IN            
THIS AGREEMENT.  NO OTHER TERMS AND CONDITIONS FROM LICENSEE WHETHER BY         
PURCHASE ORDER, ACKNOWLEDGEMENT OR OTHERWISE SHALL APPLY AND ARE HEREBY         
EXPRESSLY REJECTED BY LICENSOR.  THE TERMS OF THIS AGREEMENT MAY BE             
MODIFIED ONLY THROUGH A WRITTEN AMENDMENT SIGNED BY LICENSOR AND LICENSEE.      
IN THE ABSENCE OF SUCH A WRITTEN AND SIGNED AMENDMENT, THE TERMS OF THIS        
AGREEMENT SHALL GOVERN AND CONTROL AND ANY OTHER CONFLICTING OR ADDITIONAL      
TERMS ARE NULL AND VOID AND HEREBY REJECTED.                                    
This Agreement consists of Part 1 - Software License and General Terms,         
and Part 2 - Maintenance and Support Terms.  This Agreement is the              
complete agreement regarding the subject matter hereof, and replaces            
any prior oral or written communications or agreements between Licensee         
and Licensor.                                                                   
                                                                                
                                                                                
PART 1 - SOFTWARE LICENSE AND GENERAL TERMS                                     
1. DEFINITIONS                                                                  
"Authorized Machine" means each computer (a) which is owned or operated         
by or on behalf of Licensee and operated at an Authorized Site, and (b)         
which is identified in the Order to the extent applicable to the Software.      
"Authorized Site" means the physical location identified in the Order           
to the extent applicable to the Software at which Licensee may install          
and use the Software on an Authorized Machine.                                  
"Documentation" means all written and electronic information generally          
made available by Licensor to its customers relating to the operation           
and functionality of the Software, including user manuals, installation         
guides, and any "read me" or "help" files.                                      
"Effective Date" means the date upon which this Agreement becomes               
effective as identified in the portion of the Order applicable to the           
Software.                                                                       
"Licensee" means the entity licensing the Software as identified in             
the Order.  The term Licensee shall include any subsidiary, affiliate           
or other entity which (i) Licensee consolidates into its audited financial      
statements; and (ii) is at least fifty percent (50%) owned by Licensee          
(an "Affiliate"), provided that: (a) Licensee shall not include any             
Affiliate which competes with Licensor, and (b) Licensee shall remain           
responsible for compliance with this Agreement by each such Affiliate.          
"Licensor" means PKWARE, Inc.                                                   
"Order" means: either (a) a valid purchase order accepted by Licensor;          
(b) Licensor's valid quote accepted in writing by Licensee; (c) an              
attachment to this Agreement issued by Licensor listing the Authorized          
Machine(s); or (d) a receipt for purchases from Licensor authorized             
online stores.  The terms of this Agreement and the Order shall govern          
except to the extent expressly set forth to the contrary in any                 
subsequent written agreement executed by both Licensor and Licensee.            
Any language or terms contained on a Purchase Order or other document           
from Licensee contrary or in addition to the terms of the Order or this         
Agreement shall be void and of no effect.                                       
"Self-Extracting File(s)" means an executable file created using the            
Software which includes object code to uncompress and/or decrypt upon           
being opened.  A Self-Extracting File may include ".exe" as the                 
extension to its file name.                                                     
"Software" means the object code version of the software program(s)             
identified on the Order, and associated Documentation.                          
                                                                                
2. LICENSE                                                                      
2.1 License Grant.  In consideration of the applicable license fee,             
Licensor grants to Licensee a perpetual, non-transferable (except as            
permitted herein), non-exclusive, license to install and use the Software       
specified in the applicable Order only for its own internal business            
purposes unless otherwise mutually agreed by the parties in writing.            
The aforementioned license extends solely to the installation and use           
of the Software on the Authorized Machine(s) at the Authorized Site(s).         
2.2 Non-production Usage.  Licensee is permitted, at no additional              
cost, to make a reasonable number of copies of the Software only for non-       
production archival or cold-backup purposes.  Such copies may only be           
installed to minimize interruption and/or replace the production installation   
of the Software in the event such installation is damaged or destroyed due      
to disaster.  Licensee will ensure that each copy, if contained on physical     
media, includes Licensor's copyright and other proprietary notices as they      
appear on the Software provided by Licensor.  Licensee will pay all             
applicable license and maintenance fees to Licensor if it installs, as a        
course of its business, any non-production, disaster-recovery (aka "hot         
back-up" or "failover") and/or test/development copies of the Software.         
2.3 Restrictions on Use.  Licensee acknowledges and agrees that the             
Software is copyrighted material proprietary to Licensor, and that Licensee     
may not, except as expressly provided in this Agreement or by law: (i) copy,    
modify, alter, translate, decompile, disassemble, reverse engineer, or create   
derivative works of the Software; (ii) remove, alter or cause not to be         
displayed any copyright notice or start-up message contained in the Software    
program(s); (iii) use the Software or any part thereof directly or indirectly   
to create a product competitive with any of Licensor's products; (iv) display   
and/or allow access to the Software by any third party, except for Licensee's   
consultants, provided that such consultant-access is exclusively on behalf of   
Licensee's internal business and the consultant is bound in writing to comply   
with Licensee's restrictions and obligations herein; or (v) sell, loan, rent,   
lease, sublease, give, sublicense, use as part of a service bureau or data      
center operation, or otherwise transfer the Software or any copy or             
modification thereof, in whole or in part, to any person except as provided     
herein.  Additionally, Licensee shall be fully responsible for the acts and     
omissions of any of its consultants with respect to the Software as if each     
were an employee of Licensee.  Notwithstanding the foregoing, in the event      
Licensee operates either (a) a service bureau and in consideration of any       
additional fees that may apply, Licensee may use the Software in connection     
with its operation of such service bureau business, including where the         
Software facilitates the operation of services offered to Licensee's service    
bureau customers, provided that Licensee may not offer the functions of the     
Software itself to such customers; or (b) a data center outsourcing business,   
Licensee must identify separately (by completing an appropriate exhibit         
provided by Licensor for this purpose) each outsourcing customer (an            
"Authorized Client") on whose behalf Licensee desires the right to install      
and use the Software.  Upon execution of such exhibit by the parties and        
Licensee's payment of the applicable outsourcer license fees, both the          
Authorized Client(s), as identified in the duly executed exhibit, and           
Licensee may use the Software as properly offered through Licensee's data       
center outsourcing business for Authorized Client's internal business           
purposes only.                                                                  
                                                                                
2.4 Restrictions on Distribution of Self-Extracting Files.  Unless              
otherwise provided in an Order, Licensee may only use the Software to           
create Self-Extracting Files for Licensee's internal use and specifically       
may not sell, transfer, assign, license, or otherwise distribute to any         
third party any Self-Extracting File created through use of the Software        
where Licensee derives any compensation, in whatever form, or any commercial    
gain whatsoever.  For the sake of clarity, nothing herein prevents Licensee     
from sending non-Self-Extracting Files (e.g. zipped files) to external          
recipients in the normal course of Licensee's business.                         
2.5 Acknowledgment and Reservation of Rights.  Licensee acknowledges            
and agrees that Licensor and its licensors own all intellectual property        
and other proprietary rights in and to the Software and that all rights         
not expressly granted herein are reserved to Licensor.                          
2.6 Compliance.  Upon written request by Licensor, Licensee shall               
submit to Licensor a statement of compliance confirming Licensee's compliance   
with its obligations under this Agreement.                                      
2.7 Audit Right.  Licensee shall maintain true, complete, and correct           
copies of books and records reflecting the location and use of each copy of     
the Software in Licensee's possession or control.  On at least thirty (30)      
days prior written notice to Licensee, but no more frequently than once in      
any twelve (12) month period, for any reason, Licensor at its expense and       
through its agents shall be entitled to audit such records and systems of       
Licensee as Licensor may reasonably request in order to determine Licensee's    
use of the Software pursuant to this Agreement.                                 
                                                                                
3. FEES                                                                         
3.1 Licensee shall pay license (and, to the extent applicable, maintenance)     
fees to Licensor in the amount and according to the terms set forth in the      
Order.  Thereafter, maintenance fees shall be due annually on the anniversary   
of the start date of the Maintenance Term.  Payment of any fees hereunder shall 
be made in a form acceptable to Licensor in U.S. dollars or in such other       
currency as may be acceptable to Licensor.  All costs of payment (such as wire  
transfer fees) shall be the obligation of Licensee.  Licensee is solely         
responsible for any and all taxes, duties, fees or other charges imposed on or  
associated with the transaction(s) contemplated in this Agreement.              
3.2 All license and maintenance fees payable under this Agreement shall be      
due and payable on a net 30 days basis from date of invoice.  The non-payment   
when due of any license fee set forth in the Order shall constitute a material  
breach of this Agreement.  Any non-payment when due of any maintenance fee set  
forth in the Order shall constitute a material breach of the Maintenance and    
Support portion of this Agreement.  Any sums not paid when due shall accrue     
interest at a rate of 1.5% per month or the maximum rate allowed by law,        
whichever is less, from the date first due.  Licensee also shall be responsible 
for any and all costs of collection, including actual attorneys' fees, for any  
sums not paid when due.                                                         
3.3 In the event Licensee opts to move the Software from one Authorized         
Machine to another machine with a greater capacity (a "Hardware Upgrade") it    
may do so, provided Licensee (a) is a current Software maintenance and support  
customer and (b) pays the applicable license and maintenance fees for such      
Hardware Upgrade.  Upon the payment of such fees, the machine shall be          
considered the currently licensed Authorized Machine for purposes of this       
Agreement.                                                                      
3.4 Upon payment in full of all license fees for the Software, Licensor         
shall issue keys allowing Licensee to execute the Software on the Authorized    
Machine(s).  If Licensee chooses to receive maintenance and support for the     
Software and pays the required maintenance fee during the Maintenance Term,     
Licensor shall issue key(s) to Licensee upon request for supported versions     
of the Software allowing Licensee to execute the Software on a substitute       
machine(s) of an equal or lesser average capacity in lieu of the Authorized     
Machine(s) and/or Authorized Site.                                              
                                                                                
                                                                                
4. TERM AND TERMINATION                                                         
4.1 Term.  The term of this Agreement shall commence as of the Effective        
Date and continue in perpetuity unless otherwise provided in the Order or       
until terminated earlier as provided hereunder.  If an Order provides for a     
particular term, the Agreement shall automatically renew after the end of the   
term provided in the Order for successive one (1) year renewal terms, provided  
that, prior to the commencement of a renewal term, Licensee pays Licensor such  
fees as Licensor and Licensee may agree.  If the parties cannot reach agreement 
on such fees, the term shall not renew.                                         
4.2 Termination by Licensee.  Licensee may terminate this Agreement at any      
time, with or without cause, upon written notice to Licensor provided Licensee  
is in compliance with all of its obligations hereunder.  Except as expressly    
provided herein, Licensee shall not be entitled to any refund of any fees paid  
hereunder upon termination of this Agreement.                                   
4.3 Termination by Licensor.  Licensor may terminate this Agreement upon        
written notice of termination for breach to Licensee if Licensee materially     
breaches any term of this Agreement and fails to cure such material breach to   
Licensor's reasonable satisfaction within thirty (30) days of receipt of notice 
of intent to terminate for breach from Licensor.  Notwithstanding the generality
of the foregoing, if, in Licensor's reasonable judgment, Licensee's breach      
materially infringes or impairs Licensor's intellectual property or other       
proprietary rights in the Software, Licensor may terminate this Agreement       
immediately.                                                                    
4.4 Actions on Termination, Cancellation, or Expiration.  Upon termination      
of this Agreement with or without cause pursuant to Sections 4.2 and 4.3 above, 
its cancellation pursuant to Section 5.1 below, or its expiration in the case   
of a limited term license, all licenses granted herein shall immediately        
terminate.  Upon either termination of this Agreement or expiration of a        
limited term license governed by this Agreement, Licensee shall immediately     
(a) discontinue any and all use of the Software, (b) uninstall and destroy      
any and all physical or electronic copies of the Software, and (c) deliver      
written certification, executed by an officer of Licensee, stating that         
Licensee has complied with this section, to Licensor within twenty (20) days    
of such termination, cancellation, or expiration.  Except as expressly set      
forth in Section 5 below, under no circumstances shall Licensee be entitled     
to any refund or return of fees upon termination, cancellation, or expiration   
of this Agreement.                                                              
4.5 Surviving Rights.  All provisions of this Agreement which by their          
nature are intended to survive the expiration or termination of this Agreement  
shall survive and remain in full force and effect, including but not limited    
to the restrictions and obligations set forth in Sections 2.3, 2.4, 2.5, 2.6,   
2.7, 3.1, 3.2, 4.2, 4.3, 4.4, 5.3, 5.5, 6 and 7 of Part 1 of this Agreement.    
In the event of the termination of Licensee's maintenance and support of a      
perpetual license for the Software and provided Licensee is not in breach of    
the Agreement, the terms of this Agreement shall remain in full force and       
effect except for Part 2 of this Agreement and any related maintenance and      
support terms.                                                                  
                                                                                
5. LIMITED WARRANTY, DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY       
5.1 Licensor agrees to pass through to Licensee all warranties provided         
to Licensor by third parties relating to any third party software embedded in   
the Software or otherwise licensed or provided to Licensee by Licensor          
hereunder.  Notwithstanding the foregoing, in the event Software contains any   
software code developed by third parties and licensed pursuant to either the    
GNU General Public License or the GNU Lesser General Public License such code   
is supplied without warranty of any kind.                                       
                                                                                
5.2 Maintenance and Support Limited Warranty.  Licensor warrants that the       
maintenance and support services provided hereunder shall be performed in a     
professional and workmanlike manner in accordance with the generally accepted   
industry standards.                                                             
5.3 DISCLAIMER OF WARRANTIES. LICENSEE IS SOLELY RESPONSIBLE FOR                
INSTALLATION AND CONFIGURATION OF THE SOFTWARE.  THE WARRANTIES SET FORTH       
ABOVE ARE LICENSOR'S EXCLUSIVE WARRANTIES AND NO OTHER WARRANTIES OR            
REPRESENTATIONS ARE PROVIDED WITH RESPECT TO THE SOFTWARE, THE MAINTENANCE      
AND SUPPORT, OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT       
LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR         
PURPOSE.  LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE FREE FROM         
PROGRAM ERRORS.                                                                 
5.4 Legal Rights.  The foregoing limited warranties give Licensee specific      
legal rights and Licensee may have other rights which vary from state to state  
and jurisdiction to jurisdiction.  Some states and jurisdictions may not allow  
limits on how long an implied warranty lasts.  In those cases, the above limits 
may not apply to Licensee.                                                      
5.5 LIMITATION OF LIABILITY.  LICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL,     
INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES, OR FOR ANY ECONOMIC OR OTHER         
CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR SAVINGS), 
EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME     
JURISDICTIONS DO NOT ALLOW EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR          
INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO     
LICENSEE.                                                                       
Licensor will not be liable for (a) loss of, or damage to, the records or data  
of Licensee or any other party, or (b) any damages claimed by Licensee based on 
any third party claim.                                                          
UNDER NO CIRCUMSTANCES SHALL LICENSOR'S TOTAL LIABILITY TO LICENSEE OR ANY OTHER
PARTY WITH RESPECT TO THE SOFTWARE OR OTHERWISE RELATING TO THIS AGREEMENT OR   
THE SUBJECT MATTER HEREOF FOR DIRECT DAMAGES EXCEED THE GREATER OF U.S. $100,000
OR THE TOTAL FEES PAID BY LICENSEE UNDER THE AGREEMENT DURING THE TWELVE (12)   
MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM.                                   
The limitations, exclusions and disclaimers set forth in this Section 5 shall   
apply to the maximum extent permitted by applicable law, even if any remedy     
fails of its essential purpose.  Except to the degree such service is covered   
by maintenance, no obligation or liability shall arise from Licensor's rendering
of technical or other advice or service in connection with this Agreement,      
including, without limitation, advice or service related to the installation or 
configuration of the Software.                                                  
                                                                                
6. CONFIDENTIALITY                                                              
"Confidential Information" means the Software and/or any information relating   
to or disclosed in the course of the Agreement, which is or should be reasonably
understood to be confidential or proprietary to Licensor.  Confidential         
Information shall not include information (a) already lawfully known to the     
Licensee, (b) disclosed in published materials without fault of Licensee,       
(c) generally known to the public without fault of the Licensee, (d) lawfully   
obtained from a third party not under any obligation to maintain the            
confidentiality of Licensor, (e) required by applicable law or regulations to be
released, or (f) independently developed by Licensee, provided the person or    
persons developing the same have not had access to relevant proprietary         
information of Licensor.  Licensee agrees that the Confidential Information of  
Licensor shall be held in strict confidence and shall not be used by or         
disclosed to third parties without the prior written consent of Licensor.       
Notwithstanding anything to the contrary herein, the confidentiality obligations
set forth in this Agreement shall survive the termination, cancellation, or     
expiration of this Agreement.                                                   
                                                                                
7. MISCELLANEOUS PROVISIONS                                                     
7.1 Severability.  The provisions of this Agreement and the attached            
schedules are severable.  If any provision of this Agreement or any schedule    
attached hereto is held to be invalid, illegal, or unenforceable, such provision
is to that extent deemed omitted and not part of this Agreement.  The validity, 
legality, or enforceability of the remaining provisions shall in no way be      
affected or impaired thereby and shall be valid and enforceable to the maximum  
extent permitted by law.                                                        
7.2 Assignment.  This Agreement shall be binding on and inure to the benefit    
of the parties hereto and their respective successors and assigns.              
Notwithstanding the foregoing, Licensee shall not assign, sublicense,           
subcontract, or otherwise transfer this Agreement, the license granted          
hereunder, or any of its other rights or obligations under this Agreement or    
delegate any of its duties under this Agreement without the prior written       
consent of Licensor, which consent shall not be unreasonably withheld.          
7.3 Governing Law and Forum Choice.  This Agreement shall be construed as       
having been made in, and shall be governed in accordance with, the laws of the  
State of Wisconsin if Licensee acquires the Software in the United States,      
without regard to that state's choice of law rules or conflict of law           
provisions.  Any legal action brought concerning this Agreement or any dispute  
arising from any act or omission arising from this Agreement shall be brought   
only in the courts of the state of Wisconsin in the County of Milwaukee or in   
the federal courts located in such state and county, and both parties agree to  
submit to the jurisdiction of these courts.                                     
If Licensee acquires the Software outside of the United States, the laws of the 
country in which Licensee acquires the Software govern this Agreement, except   
(a) in Australia, the laws of the State or Territory in which the transaction is
performed govern this Agreement; (b) in Albania, Armenia, Belarus,              
Bosnia/Herzegovina, Bulgaria, Croatia, Czech Republic, Georgia, Hungary,        
Kazakhstan, Kirghizia, Former Yugoslav Republic of Macedonia (FYROM), Moldova,  
Poland, Romania, Russia, Slovak Republic, Slovenia, Ukraine, and Federal        
Republic of Yugoslavia, the laws of Austria govern this Agreement; (c) in the   
United Kingdom, all disputes relating to this Agreement will be governed by     
English Law and will be submitted to the exclusive jurisdiction of the English  
courts; (d) in Canada, the laws in the Province of Ontario govern this          
Agreement; and (e) in Puerto Rico, and the People's Republic of China, the laws 
of the State of New York govern this Agreement.                                 
7.4 Export Restrictions.  Licensee agrees to comply with all applicable         
export laws and regulations.                                                    
7.5 US Government Restricted Rights.  The Software is provided with             
RESTRICTED AND LIMITED RIGHTS.  Use, duplication, or disclosure by the US       
Government or any of its agencies is subject to restrictions as set forth       
in FAR 52.227-14, Alternate III(g)(3), FAR 52.227-19(c),                        
or DFARS 252.227-7013(c)(1)(ii), as applicable.                                 
7.6 Entire Agreement.  This Agreement, inclusive of the Schedules and           
Addenda, if any, attached hereto, constitutes the exclusive and entire          
agreement between the parties with respect to the subject matter hereof,        
and supersedes all prior agreements, negotiations, representations and          
proposals, written or oral, relating to the subject matter hereof between       
Licensor and Licensee.                                                          
7.7 Modification and Waiver.  No modification of this Agreement or any          
Schedule or Addendum and no waiver of any breach of this Agreement shall be     
effective unless in writing and signed by an authorized representative of       
the party against whom enforcement is sought.  No waiver of any breach of       
this Agreement and no course of dealing between the parties shall be construed  
as a waiver of any subsequent breach of this Agreement.  The failure of either  
party at any time or times to require performance of any provision hereof shall 
in no manner affect the right at a later time to enforce such provision.        
7.8 Force Majeure.  Neither party shall be responsible for failure to           
fulfill any obligations due to causes beyond its control including, but not     
limited to, strikes, riots, wars, fire, acts of God, and acts in compliance with
any applicable law, regulation, or order (whether valid or invalid) of any      
governmental body, except that such causes shall not extend the due date for,   
or excuse the timely payment of, any amounts payable by a party hereunder.      
7.9 Notice.  Any notice, request, instruction or other document or              
communications to be given hereunder by either party to the other shall be      
in writing, and delivered via email, personally, overnight courier, express     
mail, or certified mail - return receipt requested, postage prepaid (such       
notice to be effective on the date receipt is signed by the receiving party).   
Notices to Licensee shall be sent to either the address set forth in the        
applicable Order or to such other address as Licensee shall designate by        
written notice to Licensor.  Notices to Licensor shall be sent to either the    
following address or to such other address as Licensor shall designate by       
written notice to Licensee:  PKWARE, INC., Attn: Legal Administrator,           
201 E. Pittsburgh Ave., Suite 400, Milwaukee, WI 53204, legal@pkware.com        
                                                                                
PART 2 - MAINTENANCE AND SUPPORT                                                
Maintenance and Support will be available to Licensee if Licensee is current    
on all maintenance payments with Licensor and Licensee is running a currently   
supported version(s) of the Software.  Licensor reserves the right to increase  
the annual maintenance fee applicable to the Software by an amount not to       
exceed five percent (5%) per year.                                              
                                                                                
8. DEFINITIONS.  For purposes of Part 2 of this Agreement:                      
"Business Hours" means the hours from 8:00 a.m. through 6:00 p.m., Monday       
through Friday (excluding Licensor's holidays) in either the United States      
Eastern Time Zone or the Central European Time Zone, whichever is closest       
in proximity to the Licensee.                                                   
"Error Condition" means any demonstrable, reproducible defect, program error,   
or other non-conformance of the Software with its Documentation caused solely   
by errors or defects in the code of the Software.                               
"Maintenance Term" means, initially, the Maintenance Term identified in the     
Order. Upon expiration of the initial Maintenance Term, the Maintenance Term    
shall automatically renew for additional one (1) year periods unless terminated 
earlier by either party, at its option, by written notice at least sixty (60)   
days prior to the end of the then-current Maintenance Term.  The Maintenance    
Term shall immediately terminate upon the termination, expiration, or           
cancellation of this Agreement for any reason.                                  
 "Modification" means a partial or complete replacement of the executable code  
of the Software in machine-readable form which provides product function or     
correction that is delivered outside the standard announced "New Version" and   
"New Release" delivery methods.                                                 
"New Version" means a complete replacement of the executable code of the        
Software in machine-readable form, to provide significant new features or       
functions.  A New Version may incorporate one or more enhancements.  A New      
Version involves only such enhancements that change the version number          
immediately to the left of the decimal point.  Changes to the version number    
are made solely at the discretion of the Licensor.                              
"New Release" means a partial or complete replacement of the executable code    
of the Software in machine-readable form, which may provide new features or     
functions.  A New Release may incorporate some or no enhancements.  A New       
Release involves only such alterations that change the release number to        
the immediate right of the decimal point. Changes to the release number are     
made solely at the discretion of the Licensor.                                  
"Nonqualified Product" means any product not listed as compatible with          
Software in Licensor's promotional materials.                                   
"Pre-Release Change" means any enhancement, the development or testing of       
which is not yet completed, such that it is not yet generally released to       
Licensor's customers.                                                           
                                                                                
9. MAINTENANCE TERM                                                             
Licensor agrees to provide maintenance and support for the Latest Versions      
of the Software pursuant to the terms of this Part 2 during the Maintenance     
Term, provided the maintenance fee is fully paid and current and Licensee       
is also in full compliance and current with all of its other obligations        
under this Agreement.  "Latest Versions" means versions of Software used for    
the fulfillment of new license orders and/or the versions for which Licensor    
continues to provide technical support.  Latest Versions are specified in       
the Support section of Licensor's web site.                                     
                                                                                
10. SUPPORT                                                                     
10.1 Non Error Condition Support.  During the Maintenance Term, Licensor        
shall provide support for non-Error Condition-related questions regarding       
the Software by e-mail, telephone, telefax or online consultation during        
Business Hours.                                                                 
10.2 Error Condition Support.  During the Maintenance Term, Licensor            
shall provide support for reporting and resolving Error Conditions through      
the standard support line during Business Hours.                                
10.3 Regardless of the nature of the Error Condition, Licensor may provide      
a resolution in the form of a Pre-Release Change, a Modification, or such       
other information, instructions or patches as are sufficient to eliminate       
or reduce the Error Condition.                                                  
10.4 Licensee agrees to promptly notify Licensor in writing following the       
discovery of any Error Condition.  Further, upon discovery of an Error          
Condition, and at the request of Licensor, Licensee agrees to submit a          
listing of output and any other information that Licensor may require in order  
to reproduce the Error Condition and/or the operating conditions under which    
the Error Condition occurred or was discovered.                                 
10.5 Licensee agrees to acquire, install and/or implement as directed,          
certain services, hardware, software, software versions, releases, and the      
like, as may be deemed necessary by Licensor from time to time for proper       
operation of the Software.  Such items may be at an additional cost for         
which Licensee is financially responsible.                                      
10.6 Licensee is responsible for procuring, installing, and maintaining         
all equipment, telephone lines, communications interfaces, and other hardware   
necessary to operate the Software and to obtain support from Licensor.          
Licensor shall not be responsible for delays or inability to provide            
maintenance or support caused by events or circumstances beyond its             
reasonable control.                                                             
10.7 Exceptions.  The following matters are not covered by Licensor's           
maintenance and support obligations hereunder: (a) problems resulting from      
misuse, improper use, or damage of the Software, to the extent caused by        
Licensee, provided that Licensee's actions were not directed by Licensor or     
set forth in the Documentation; (b) problems resulting from any unauthorized    
modification made to the Software, but only to the extent of such               
modification; and (c) problems resulting from any Nonqualified Product or       
from failure of equipment.                                                      
If Licensor provides support services for a problem caused by a Nonqualified    
Product, or from failure of equipment, Licensor will charge on a time and       
materials basis for such extra service at its then current rates for customer   
support services.  If, in Licensor's opinion, performance of any support        
hereunder is made more difficult or impaired because of Nonqualified Products,  
Licensor shall so notify Licensee, and Licensee will immediately remove the     
Nonqualified Product at its own risk and expense during any efforts to render   
support hereunder.  Licensee shall be solely responsible for the compatibility  
and functioning of Nonqualified Products with the Software.                     
10.8 Licensee's Responsibilities.  In connection with Licensor's provision      
of support hereunder, Licensee acknowledges that Licensee has the responsibility
to do each of the following with respect to the Software: (a) maintain the      
designated computer system and associated peripheral equipment in good working  
order in accordance with the manufacturers' specifications; (b) maintain the    
designated computer system at a supported revision level prescribed by the      
Documentation for proper operation of the Software; (c) perform any tests or    
procedures recommended by Licensor for the purpose of identifying and/or        
resolving any problems submitted by Licensee for servicing under the terms of   
this Agreement; (d) maintain a procedure external to the Software for           
reconstruction of lost or altered files, data, or programs to the extent        
deemed necessary by Licensee; (e) at all times follow routine operator          
procedures as specified in the Documentation; and (f) provide all information   
in American English in a form discernible by Licensor.                          
                                                                                
11. MAINTENANCE                                                                 
11.1 Data Format/Content Changes.  If the format and/or content of raw data     
which is processed by the Software changes as a result of vendor changes in     
the operating system and sub-systems which create the data, Licensor agrees     
to provide for the continued compatibility of the Software.  Licensor will      
make necessary corrections to the Latest Version(s), at Licensor's sole option. 
Licensor has no obligation to modify prior versions of the Software (i.e.       
non-Latest Versions) to run with the latest versions of operating systems,      
software, or hardware.                                                          
11.2 Modifications and New Releases.  Provided Licensee is current on all       
of its obligations pursuant to the Agreement and any Schedules attached         
thereto, during the Maintenance Term, Licensor shall provide to Licensee at     
no additional charge all Modifications and New Releases to the Software,        
the schedule, nature, and scope of which shall be in the Licensor's sole        
discretion.                                                                     
11.3 New Versions.  Licensee may choose to license New Versions of the          
Software at the time of their availability under the terms and conditions       
of the Agreement and its attached Schedules, subject to the applicable pricing  
for such New Versions as set forth by Licensor in an appropriate supplement or  
Order executed by the parties.  Licensee is under no obligation to license any  
such New Versions.                                                              
                                                                                
2021-12-14                                                                      
                                                                                
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