SOFTWARE PRODUCT LICENSE AGREEMENT



     This  Agreement  is entered into by and between TMS, Inc. (Licensor),  and
the State of North Dakota, Department of Public Instruction (Licensee),
effective on execution  by both parties.  Licensor hereby agrees to grant
Licensee rights to the "TMSSequoia Virtual Scoring Center" (Product) listed in
Appendix B, subject to the terms and conditions of this Agreement.

     Section 1.  Definitions.  When used in this Agreement, the capitalized
terms listed below shall have the following meanings:

     A.    "Code" -  shall  mean  all  computer programming  language,  and  any
other machine-processable  material necessary to complete the objectives  set
out in this agreement.
      (1)   "Object/Executable Code" -  shall mean the machine-readable form of
            the Code.
      (2)   "Source Code" -  shall mean the human readable form of the Code and
            shall include any embedded explanatory comments.
      B.    "Documentation" -  shall mean user manuals and other written
materials that relate to the Code.
      C.    "ERROR"
      (1)  "LEVEL 1" -    shall mean that PRODUCT is inoperable and/or a major
           module or function is not working.  User operations stop and/or
           have major impact on production.
      (2)  "LEVEL 2" -    shall mean that PRODUCT module or function is usable
           but severely restricted.  Work-around is complicated or impossible.
           Valid input creates invalid output.

<PAGE>  1

	(3)  "LEVEL 3" -    shall mean degraded operations and/or some secondary
           functions are not available except through work-around.  Invalid
           input creates invalid output, without error notification.
      (4)  "LEVEL 4" -    shall mean minimal impact on usability, nuisance
           problem.
    D.     "License" -    shall mean the right to use, but not to own, Product
pursuant to the terms and conditions of this Agreement.
   E.      "Licensee" -    shall mean the North Dakota Department of Public
Instruction.
   F.      "Module Release" -    an optional Product feature and/or function
that works in conjunction with the then current version of the Product.
   G.      "Product" -    shall mean software described in Appendix B of this
Agreement and any Update Release or Upgrade/Enhancement Release provided by
Licensor during the term hereof, including the collection of Object/Executable
Code and related Documentation.
   H.      "Post-Contract Consumer Support (PCS)" -    shall mean the right to
receive services, such as telephone support and correction of errors ("bug
fixing") during the time specified after final Product acceptance.
   I.      "Release" -    shall mean any official issuance of a Product by
Licensor.
     (1)   "Update Release" -    shall mean a new issuance of the Product that
           contains corrections to errors ("bug fixes") and is denoted by a
           change to the one-hundredths digit to the right of the decimal
           point in the then current version of the software product (x.x(x)).

<PAGE>  2

     (2)   "Upgrade/Enhancement Release" -    shall mean an improvement to an
           existing Product that is intended to extend the life or improve
           significantly the marketability of the original product through
           enhanced performance of features and functions and is denoted by a
           change to the tenths digit to the right of the decimal point
           (x.(x)x) or by a change to the digit(s) to the left of the decimal
           point ((x.)xx) in the then current version of the Product.
   J.      "Site License" -    shall mean a License that permits Licensee to
install and/or store on disk an unlimited number of copies of Product at one
specified  location  and  permits Licensee to use  Product  at  said  specified
location as well as access and execute Product from a different location.

   Section 2.  Grant of Product License.

   A.       Subject  to  the  terms  of this Agreement,  Licensor  grants  to
            Licensee
a non-exclusive site license to use the Product at the North Dakota State
Capitol, 600 East Boulevard Avenue, Bismarck, North Dakota 58505-0440.
   B.       Each PRODUCT shall be delivered to LICENSEE in OBJECT/EXECUTABLE
CODE  form  and  in  the  form of DOCUMENTATION.  LICENSEE  shall  not  reverse
assemble, de-compile, disassemble or otherwise reverse engineer any of the
PRODUCTS delivered in OBJECT/EXECUTABLE CODE form. The PRODUCT shall only
include rights to  certain parts of PRODUCT SOURCE CODE of Commercial
Release 1.0, which shall be provided under the provisions of Section 2.F below.

<PAGE>  3

   C.       Licensee agrees to use the Product only for Licensee's own
business, to support Licensee's assessment activities with its affiliated
entities within the State of North Dakota.
   D.       Licensee shall not modify or otherwise create derivative works of
the Product during the term of this Agreement shown in Section 8.A.
   E.       The  Source Code Escrow Agreement, Appendix D, shall be  executed
at the same time as this Agreement.
   F.       SOURCE CODE for PRODUCT commercial version 1.0 shall be delivered
to  LICENSEE  within  14  days of LICENSOR'S commercial  version  1.0  official
release date.  Such PRODUCT SOURCE CODE shall include all SOURCE CODE to PRODUCT
except for certain components such as LICENSOR'S existing proprietary and
commercially available toolkits and applications that are used in the
development of PRODUCT and  any  third  party  technology  used in  compiling,
linking  or  otherwise developing the PRODUCT, for which OBJECT/EXECUTABLE CODE
only shall be provided. By accepting delivery of PRODUCT SOURCE CODE under
this Section, LICENSEE acknowledges the following:
   1)         SOURCE CODE to LICENSOR'S proprietary and commercially available
              toolkits and applications, including Prizm(TM), ViewDirector(TM),
              FormFix(R),  ScanFix(R),  DMR(TM), and TMS  Color  Suite(TM)  and
              others that may be used in development of PRODUCT will not be
              transferred.
   2)         PRODUCT SOURCE CODE shall be subject to strict nondisclosure
              restrictions in accordance with the Nondisclosure Agreement
              attached  as  Appendix  C to this AGREEMENT,  North  Dakota
              openrecords law, NDCC 44-04-18.4, regarding confidentiality of
              trade secret,proprietary, commercial, and financial information.
              LICENSEE shall take  reasonable  security precautions to protect
              the  PRODUCT SOURCE CODE, including using it only in secure areas
              and storing it in a safe, locked file cabinet, or other secure
              storage area.  Any computer access to the SOURCE CODE shall be
              strictly controlled. LICENSEE  shall  only share the SOURCE CODE
              with employees  on  a need-to-know basis, and shall inform any
              employee that is given access to the PRODUCT SOURCE CODE that
              it is protected as intellectual property, trade secret and
              proprietary on behalf of the LICENSOR under strict nondisclosure
              and confidentiality provisions in accordance with NDCC 44-04-18.4.

<PAGE>  4

   3)         Any  modifications made to PRODUCT SOURCE CODE by LICENSEE  shall
              be immediately communicated in writing to LICENSOR and that
              LICENSEEagrees to indemnify and hold LICENSOR harmless for
              modifications that cause infringement violations of the PRODUCT
              to any third parties as described in Sections 6.D, 6.E and 6.F
              of this AGREEMENT.
   4)         Any modifications made by LICENSEE may preclude LICENSOR from
              providing PCS or commercial UPDATE, UPGRADE and/or ENHANCEMENT
              RELEASES to LICENSEE.

   Section 3.  Price and Payments.

   A.         In consideration of the rights and SITE LICENSE granted herein,
Licensee  agrees to pay Licensor the amounts described in Appendix A,  pursuant
to the terms and conditions thereof. All payments shall be due on receipt of the
invoice from Licensor if, at that time, Licensor is in full compliance,
according to Appendix A, with this Agreement, has met installation deadlines,
and  has  cured all issues raised by Licensee before final acceptance, pursuant
to the terms set forth in Section 4.

<PAGE>  5

   B.         Late payments will accrue interest at the lower of the legal
maximum  interest rate or one and one-half percent per month.   No  payment  is
late if Licensor is not in full compliance with this Agreement when the
payment is scheduled to be made.

   Section 4.  Acceptance.       LICENSEE shall use PRODUCT in a production
environment for the period ("EVALUATION PERIOD") beginning upon initial
installation of PRODUCT version ND and concluding March 31, 2001 or later if an
extension is required as provided for in this Section.  The installation dates
for Product version "ND" and PRODUCT version "ND".1" which includes the "Test
Setup Application" are defined in Appendix A.  The EVALUATION PERIOD start date
will be communicated in writing upon completion of the version ND PRODUCT
installation. The ND.1 PRODUCT installation shall be included in the same
EVALUATION PERIOD as version ND.   LICENSEE shall provide immediate written
notification to LICENSOR of ERRORS that arise during the EVALUATION PERIOD.
LICENSOR shall promptly correct LEVEL 1 and LEVEL 2 ERRORS during the EVALUATION
PERIOD.  If LICENSOR cannot correct LEVEL 1 and LEVEL 2 ERRORS prior to the end
of the EVALUATION PERIOD the EVALUATION period shall be extended for a period of
two (2) weeks after delivery of LEVEL 1 and/or LEVEL 2 corrections.  LEVEL 3 and
LEVEL 4 ERRORS may be corrected prior to final acceptance at LICENSOR'
Discretion but shall not preclude LICENSEE from accepting PRODUCT.  LEVEL 3
ERRORS reported by LICENSEE during the EVALUATION PERIOD shall be corrected in
the first commercial release - version "1.0" or the first UPDATE RELEASE -
version "1.01" whichever first follows the end of the EVALUATION PERIOD.
LICENSEE shall receive commercial version 1.0 of the PRODUCT and/or commercial
version 1.01 of the PRODUCT which will include correction of all LEVEL 3 ERRORS
reported by LICENSEE during the EVALUATION PERIOD.   Correction of any ERRORS
reported after the EVALUATION PERIOD shall only be considered as part of a
separate PCS agreement.

<PAGE>  6

   Section 5.  Warranty.

   A.       Licensor represents that Product will meet the functional
requirements as outlined in Appendix B.  If Licensee discovers that Product
deviates from the functional requirements prior to acceptance, Licensor will
correct all such deviations as defined in Section 4.  This warranty is a limited
warranty and the only warranty made by Licensor.  Any and all warranties,
including those for merchantability and fitness for a particular purpose are
expressly excluded.
   B.       LICENSEE agrees LICENSOR shall not be liable for any consequential
damages even if LICENSOR has been advised of the possibility of such damages.
   C.       LICENSOR' liability to LICENSEE under any provision of this
Agreement or any transaction contemplated by this Agreement shall be limited to
the  amount  actually  paid  by  LICENSEE  to  LICENSOR  under  this  Agreement.
LICENSOR'limitation of liability is cumulative with all LICENSEE expenditures
being aggregated to determine satisfaction of the limit. The existence of claims
or suits against more than one PRODUCT licensed under this Agreement will not
increase  or  extend  the  limit  of LICENSOR'  liability  hereunder.   LICENSEE
releases LICENSOR from all obligations, liability, claims or demands in excess
of the limitation.

<PAGE>  7

   Section 6.  Titles, Patent, and Copyright Indemnification.

   A.       LICENSOR and LICENSEE hereby agree that LICENSOR shall own all
intellectual property rights, including but not limited to Patent, Trademark,
Copyright  and  Trade  Secret, in and to any work,  invention,  or  CODE  and/or
PRODUCT covered by this Agreement including without limitation the PRODUCT
outlined in Appendix B.
   B.       Licensor agrees to indemnify, hold harmless, and defend, at its own
expense, all suits, claims, or proceedings against Licensee for alleged direct
infringement or inducement to infringe any intellectual property rights of a
third party arising from Product provided by Licensor to Licensee under this
Agreement.  Licensor shall pay all sums, including attorney's fees, which, by
judgment or decree in any such suit, may be assessed against Licensee on account
of  a  determination  of  infringement.  Licensee  agrees  to  promptly  provide
Licensor with written notice of any such claims of infringement and of any suits
brought or threatened against Licensee based on such claims, and to cooperate
with and provide authority for Licensor to defend any such suit through
its own counsel. However, any attorney representing the Licensee must qualify
as and be appointed by the North Dakota Attorney General as a special assistant
attorney general under N.D.C.C.  54-12-08.  This section is void if Licensee
negotiates settlement of any such suit without prior notification and agreement
in writing from Licensor.
   C.       If use of the Product is accused or held to constitute an
infringement of the intellectual property rights of any third party as stated in
Section 6.B, Licensor has the right, at its discretion and at its own expense:

<PAGE>  8

   1.       To procure for Licensee the right to continue the use of the
            Product;
   2.       To replace Product with a product which does not give rise to an
            allegation of infringement;
   3.       To modify Product to remove the basis for an allegation of
            infringement; or
   4.       To refund the full purchase price of Product, including any prepaid
            PCS fees and terminate this Agreement.
   D.       In the event LICENSEE modifies PRODUCT or causes PRODUCT to be
modified, the obligation of LICENSOR to indemnify, defend, or hold LICENSEE
harmless  as  described in Section 6.B, shall not apply to portions  of  PRODUCT
that has been modified by LICENSEE and/or portions of PRODUCT that has not been
modified by LICENSEE but becomes subject to a claim of infringement because
modifications made by LICENSEE cause non-modified portions of the PRODUCT to be
infringing to the intellectual property rights of a third party.
   E.       The obligation of LICENSOR to indemnify, defend, or hold LICENSEE
harmless  under  Section  6  shall not apply in the  event  PRODUCT  is  made  a
component of a system and the system is accused or held to be infringing the
intellectual property rights of a third party.
   F.       In the event that a claim of infringement results from PRODUCT
modifications made by LICENSEE as described in Section 6.D and 6.E, LICENSEE
agrees to indemnify, hold harmless and defend, at its own expense, all suits,
claims, or proceedings against LICENSOR for alleged direct infringement of any
intellectual property rights of a third party arising from modification made to
PRODUCT provided by LICENSOR to LICENSEE under this Agreement.  LICENSEE shall

<PAGE>  9

pay all sums, including attorneys' fees, which by judgment or decree in any such
suit, may be assessed against LICENSOR on account of a determination of
Infringement.  LICENSOR agrees to promptly provide LICENSEE with written notice
of  any  such  claims  of  infringement and of any suits brought  or  threatened
against LICENSOR based on such claims and to cooperate with and provide
authority for LICENSEE  to  defend any such suit through its own counsel.
The  provisions  of this section  6.F  shall be void in the event LICENSOR
negotiates settlement  of  any such suit without prior notification
and agreement in writing from LICENSEE.

   Section 7.    Open Records Laws; Protection of Copyrights, Patents, and
   Trademarks.

   A.       This Agreement and the Product, documentation, code, and all other
records received by Licensee from Licensor under this Agreement are subject to
North Dakota's open records laws, NDCC 44-04-18.4, as amended from time to time.

   Section 8.    Term and Termination.

   A.       The term of this Agreement shall be perpetual, unless otherwise
terminated in accordance with the terms and conditions contained herein.
   B.       This Agreement and the license granted hereunder, shall terminate at
the election of LICENSOR upon the failure of LICENSEE to perform or comply with
this Agreement or any provision hereof, including failure to promptly pay any
amount(s) due under the provisions of Section 3 and including the provisions set
forth in Section 6 to this Agreement. Termination shall be deemed effective
Immediately upon written notice to LICENSEE.

<PAGE>  10

   Section 9.    Obligations upon Termination.  If this Agreement is terminated
pursuant to its terms, Licensee shall return to Licensor all full or partial
copies of each Product in Licensee's possession or under its control, including
any Source Code provided under this Agreement, within ten days following the
termination  date,  including any in-house copies Licensee  may  have  produced.
From and after any termination, Licensee will not use or employ Product nor
allow Product to be used or employed.

   Section 10.   General Provisions.

   A.      This Agreement, and any rights or obligations hereunder, may not be
transferred  or assigned by either party without the prior written  approval  of
the other.
   B.      Force majeure.  Neither party shall be in default if failure to
perform any obligation hereunder is caused solely by supervening conditions
beyond that party's reasonable control, including acts of God, civil
disturbances, strikes, labor disputes, and governmental demands or requirements.
   C.      Severability.   If any provision of this Agreement is  determined  to
           be illegal,  invalid, or unenforceable, the remaining provisions
shall  remain  in full force and effect. If this Agreement as it  relates to
any product licensed hereunder shall be determined to be invalid, illegal,
or unenforceable, or if it is  terminated as to a particular product, the
Agreement shall remain in  effect as to the remaining product.

<PAGE>  11

   E.      Notices.   Any  notice required or permitted to  be  given  hereunder
           shall be in writing and shall be deemed given when delivered in
           person, or when received by certified mail, express courier, or
           telefax addressed as set forth herein, or to another address as a
           party may designate by like notice, with proof of delivery received
           by the noticing party.
   F.      Survival of Obligations - Subject to the limitations set forth in
this Agreement, this Agreement will inure to the benefit of, and be binding
upon the parties, their successors, administrators, heirs and assigns.
   G.      Governing law.  This Agreement shall be governed by and construed
in accordance with the laws of the state of North Dakota, without regard to its
conflict of laws provisions.  Any action brought to enforce the terms of this
Agreement  must  be  brought  in the district court of  Burleigh  County,  North
Dakota.
   H.      Appendix E, North Dakota Department of Public Instruction Provisions
and Assurances for Contracts with Private Firms, is attached hereto and
incorporated herein by reference.



                              LICENSOR


                              TMS, Inc.
                              206 West 6th Avenue
                              PO Box 1358
                              Stillwater, OK 74076
                              Telephone:   (405) 377-0880
                              Fax:    (405) 377-0452

<PAGE>  12

                              By: /s/ Deborah D. Mosier
                                 -----------------------------
                                 Name Deborah Mosier

                                 Title President
                                       -----------------------
                                 Date  January 26, 2001
                                       -----------------------

                              LICENSEE


                              North Dakota Department of
                                 Public Instruction
                              600 East Boulevard Avenue, Dept. 201
                              Bismarck, ND 58505-0440
                              Telephone:   (701) 328-2260
                              Fax:    (701) 328-_______

                              By: /s/ Gary W. Gronberg
                                 ------------------------------
                                 Name Dr. Gary W. Gronberg

                                 Title Assistant Superintendent
                                       ------------------------
                                 Date  January 16, 2001
                                       ------------------------

<PAGE>  13










                                 Appendix A



PRODUCT DEVELOPMENT, PRICING and PAYMENT TERMS
----------------------------------------------


The terms for NDDPI licensing the TMSS Virtual Scoring Center(TM) software
product are as follows:

*   One-time fixed SITE LICENSE fee of $220,000 for installation and unlimited
    use of the PRODUCT at the North Dakota Department of Public  Instruction
    Facility in Bismarck, North Dakota.


*   Payment of SITE LICENSE fees shall be according to the following schedule:


____________________________________________________________________
|                               |  Expected Phase   |               |
|      Phase                    | Completion Date   |   Payment     |
|_______________________________|___________________|_______________|
|I. Initial installation of     |       01/2001     |$50,000.00     |
|Virtual Scoring Center(TM)     |                   |               |
|("PRODUCT") at NDDPI in        |                   |               |
|Bismarck, North Dakota         |                   |               |
|_______________________________|___________________|_______________|
|II. Initial installation of    |       02/2001     |$55,000.00     |
|Virtual Scoring Center(TM) ND.1|                   |               |
|in accordance with terms set   |                   |               |
|forth in Section 4 of this     |                   |               |
|Agreement.                     |                   |               |
|_______________________________|___________________|_______________|
|III. Final Acceptance of the   |       03/31/2001  |$100,000.00    |
|Virtual Scoring Center(TM)     |                   |               |
|version ND.1 in accordance     |                   |               |
|with terms set forth in        |                   |               |
|Section 4 of this Agreement.   |                   |               |
|_______________________________|___________________|_______________|
|IV. Delivery of Virtual        |         04/2001   |$15,000.00     |
|Scoring Center(TM)Commercial   |                   |               |
|Release 1.0 in accordance with |                   |               |
|terms set forth in Section 4   |                   |               |
|of this Agreement              |                   |               |
|_______________________________|___________________|_______________|


*    POST CONTRACT SUPPORT for the PRODUCT, to be provided after Final
     Acceptance, shall be defined in a separate agreement.









                               APPENDIX B









                          Virtual Scoring Center

                          Requirements Documents









                              TMSSequoia

                                 And

              North Dakota Department of Public Instruction


<PAGE>


The remaining twenty-seven (27) pages of Appendix B have been omitted pursuant
to a request for confidential treatment.  The confidential information has been
filed separately with the Commission.

<PAGE>  2









                                  APPENDIX C
                                  TMSSequoia
                                   TMS, Inc.
                               206 West 6th Avenue
                                 P. O. Box 1358
                               Stillwater, OK 74076
                                 (405) 377-0880
                                Fax (405) 377-0452


                      RECIPROCAL NONDISCLOSURE AGREEMENT


     COMPANY:               NDDPI
               -----------------------------------------
     ADDRESS:       600 E. Boulevard Ave
               -----------------------------------------
     CITY/STATE/ZIP:    Bismarck, ND 58505-0440
                      ----------------------------------
     TELEPHONE:        701-328-1838
                 ---------------------------------------
     FAX NUMBER:
                 --------------------------------------
     CONTRACT
     REPRESENTATIVE:   Gary Gronberg
                    ----------------------------------
     EFFECTIVE DATE:
                    ----------------------------------

     This Agreement ("Agreement") is entered into by and between TMS Inc.
     ("TMS") and the North Dakota Department of Public Instruction ("NDDPI") on
     the date above set forth ("EFFECTIVE DATE").

     BY SIGNING BELOW ALL PARTIES ACKNOWLEDGE HAVING READ THE TERMS AND
     CONDITIONS SET FORTH ON THIS COVER PAGE AND THE PAGES ATTACHED HERETO ALL
     OF WHICH ARE PART OF THIS AGREEMENT.  THE PARTIES FURTHER REPRESENT AND
     WARRANT THAT THEY UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS
     AGREEMENT AND AGREE TO BE BOUND THEREBY.


TMS                                NDDPI

By /s/ Deborah D. Mosier           By /s/Gary W. Gronberg
---------------------------------- ---------------------------
       Deborah D. Mosier                  Gary W. Gronberg
---------------------------------- ---------------------------
Name (Print)                       Name (Print)

Title  President                   Title  Assistant Superintendent
     ----------------------------         ---------------------------
Date 1/26/01                       Date   1/16/01
     ----------------------------         --------------------------

                                     <PAGE>

1. DEFINITIONS

1.1  When used in this Agreement, the defined terms listed below shall have the
     following meanings:

     (a)  "CODE" - shall mean all computer programming instructions, and any
          other machine-processable material necessary to complete the
          objectives set out in the Software Product License Agreement, the
          disclosure of which is fully incorporated herein by reference.

          (i)  "OBJECT/EXECUTABLE CODE" - shall mean the machine-readable form
               of the CODE.

          (ii) "SOURCE CODE" - shall mean the human readable form of the CODE
               and shall include any embedded explanatory comments.

     (b)  "CONFIDENTIAL INFORMATION" - shall mean nonpublic information that
          DISCLOSING PARTY designates as being confidential or which, under the
          circumstances surrounding disclosure, ought to be treated as
          confidential.  CONFIDENTIAL INFORMATION includes, without limitation,
          information relating to DISCLOSING PARTY's released or unreleased
          software products, the marketing or promotion of any product,
          business policies or practices, information received from others that
          DISCLOSING PARTY is obligated to treat as confidential, and SOURCE
          CODE, OBJECT/EXECUTABLE CODE, and the algorithms embodied therein.
          CONFIDENTIAL INFORMATION shall also include all tangible materials
          containing CONFIDENTIAL INFORMATION, including, without limitation,
          written or printed documents and computer disks or tapes, whether
          machine or user readable.

     (c)  "DERIVATIVE WORK" - shall mean a work that is based upon a product,
          such as a revision, modification, or any other form in which such
          preexisting works may be recast, transformed or adapted and that if
          prepared or copied without the authorization of the owner of a
          product would constitute infringement of the owner of the copyrights
          or other intellectual property rights.  When a work is a DERIVATIVE
          WORK, it is deemed "DERIVED" from a product.

     (d)  "DISCLOSING PARTY" - shall mean the party who provides CONFIDENTIAL
          INFORMATION to the RECIPIENT under this Agreement.

     (e)  "LICENSE AGREEMENT" - shall mean the "Software Product License
          Agreement" between TMS, Inc. and North Dakota Department of Public
          Instruction dated January 16, 2001.

     (f)  "PRODUCT" - shall mean software listed in Appendix B of the LICENSE
          AGREEMENT and any UPDATE RELEASE or UPGRADE/ENHANCEMENT RELEASE
          provided by TMS during the term hereof, including the collection of
          OBJECT/EXECUTABLE CODE and related Documentation.

     (g)  "RECIPIENT" - shall mean the party who receives CONFIDENTIAL
          INFORMATION under this Agreement.

2.   OBLIGATIONS OF THE PARTIES

2.1. RECIPIENT shall take reasonable security precautions, at least as great as
     the precautions it takes to protect its own CONFIDENTIAL INFORMATION, to
     protect the CONFIDENTIAL INFORMATION.  RECIPIENT acknowledges that it has
     informed its employees that they are bound not to disclose CONFIDENTIAL
     INFORMATION which they have learned in the course of their employment with
     RECIPIENT.  RECIPIENT may only disclose CONFIDENTIAL INFORMATION to its
     employees on a need-to-know basis.  RECIPIENT shall execute appropriate
     written agreements with its employees sufficient to enable RECIPIENT to
     comply with the provisions of this Agreement.

2.2. CONFIDENTIAL INFORMATION may be used only in pursuance of RECIPIENT's
     business relationship with DISCLOSING PARTY, and only as otherwise
     provided hereunder.  RECIPIENT agrees to segregate all such CONFIDENTIAL
     INFORMATION from the CONFIDENTIAL INFORMATION of others in order to
     prevent commingling.

                                    <PAGE>  2

2.3. RECIPIENT represents and warrants that it will not reverse engineer,
     decompile or disassemble any software provided hereunder, except as
     otherwise provided for in the LICENSE AGREEMENT.

2.4. DISCLOSING PARTY represents and warrants that it has the right to disclose
     any information provided to the RECIPIENT, without violating any agreement
     with or right of any other person or company.

2.5. No photograph, copy, or facsimile of any materials or devices that contain
     or evidence CONFIDENTIAL INFORMATION required to be protected hereunder
     may be made without the DISCLOSING PARTY's prior written consent.

2.6. NDDPI acknowledges that the confidentiality of any PRODUCT SOURCE CODE
     provided by TMS, directly or indirectly through any escrow agreement, and
     any source code and/or DERIVATIVE WORK derived from SOURCE CODE is of the
     highest importance to TMS and that TMS will be seriously and/or
     irrepairably harmed if such SOURCE CODE and/or DERIVATIVE WORK derived
     from the SOURCE CODE were disclosed in any manner without TMS'S prior
     express written permission.  Accordingly, NDDPI agrees that SOURCE CODE
     and any SOURCE CODE and/or DERIVATIVE WORK derived from SOURCE CODE will
     be used in NDDPI's secure areas only and will be protected by all
     available reasonable security measures.  UNDER NO CIRCUMSTANCES MAY NDDPI
     RELEASE OR PERMIT THE RELEASE OF SOURCE CODE PROVIDED BY TMS, OR ANY
     SOURCE CODE AND/OR DERIVATIVE WORK DERIVED FROM SOURCE CODE, TO ANYONE
     EXCEPT AS EXPRESSLY PERMITTED HEREIN.  NDDPI agrees and warrants that no
     improper use, release or distribution of SOURCE CODE and/or DERIVATIVE
     WORK derived from SOURCE CODE will occur.

2.7. CONFIDENTIAL INFORMATION shall be stored in a safe, locked file cabinet,
     or other secure storage, and computer access shall be strictly controlled.

2.8. NDDPI may disclose the CONFIDENTIAL INFORMATION only to employees and
     contractors of NDDPI who have a need to know such CONFIDENTIAL INFORMATION
     in order to enable NDDPI to use such CONFIDENTIAL INFORMATION for purposes
     permitted in this Agreement and are legally bound to use and disclose such
     CONFIDENTIAL INFORMATION for no other purpose.  NDDPI shall secure and
     maintain a written agreement with each employee and with each contractor
     who may have access to CONFIDENTIAL INFORMATION that each fully comply
     with the confidentiality requirements of this Agreement, and NDDPI shall
     take such other steps as are required to insure the confidentiality of
     CONFIDENTIAL INFORMATION used by employees and contractors.

2.9. Notwithstanding any contrary provision or other agreement, for a period of
     ten (10) years following termination of this Agreement, the provisions of
     this Agreement concerning Confidentiality shall remain in effect so long
     as NDDPI has possession or knowledge of TMS' CONFIDENTIAL INFORMATION.  No
     prior or subsequent agreement between the parties that relates to
     confidentiality shall be construed to impair or diminish NDDPI's
     confidentiality obligations set forth in this Agreement.


3.0  RIGHTS AND REMEDIES

3.1  RECIPIENT shall notify DISCLOSING PARTY immediately upon discovery of any
     unauthorized use or disclosure of CONFIDENTIAL INFORMATION or any other
     breach of this Agreement by RECIPIENT, and will cooperate with DISCLOSING
     PARTY in every reasonable way to help DISCLOSING PARTY regain possession
     of the CONFIDENTIAL INFORMATION and prevent its further unauthorized use.

3.2  RECIPIENT shall return all originals, copies, reproductions and summaries
     of CONFIDENTIAL INFORMATION at DISCLOSING PARTY's request or certify
     destruction of the same.

3.3  RECIPIENT acknowledges that monetary damages may not be a sufficient
     remedy for unauthorized disclosure of CONFIDENTIAL INFORMATION and that
     the DISCLOSING PARTY shall be entitled, without waiving any other rights
     or remedies, to such injunctive or equitable relief as may be deemed
     proper by a court of competent jurisdiction.

                                    <PAGE>  3

3.4  DISCLOSING PARTY may visit RECIPIENT's premises, with reasonable prior
     notice and during normal business hours, to review RECIPIENT's compliance
     with the terms of this Agreement.

3.5  All CONFIDENTIAL INFORMATION, patents, concepts, inventions, copyrights,
     trade secrets and/or know-how (hereinafter collectively "intellectual
     property") is and shall remain the property of the DISCLOSING PARTY.  By
     disclosing information to RECIPIENT, DISCLOSING PARTY does not grant any
     express or implied right or license to or under DISCLOSING PARTY's
     intellectual property or to copy, reproduce, or make any Derivative Works
     under the copyright of the DISCLOSING PARTY, unless otherwise provided for
     in the LICENSE AGREEMENT.

3.6  The receiving party may not use any CONFIDENTIAL INFORMATION or
     intellectual property to reproduce, redesign, reverse engineer, or
     manufacture any product or equipment of the DISCLOSING PARTY, unless
     otherwise provided for in the LICENSE AGREEMENT.

3.7  The parties acknowledge and agree that this Agreement does not extend any
     representations or warranties, either express or implied, with respect to
     the content or use of the CONFIDENTIAL INFORMATION provided herein.   If
     DISCLOSING PARTY provides pre-release software as CONFIDENTIAL INFORMATION
     under this Agreement, such pre-release software is provided "as is"
     without warranty of any kind.  RECIPIENT agrees that neither DISCLOSING
     PARTY nor its suppliers shall be liable for any damages whatsoever
     relating to RECIPIENT's use of such pre-release software.

4.     GENERAL


4.1    Notices and Requests - All notices, authorizations, and requests in
       connection with this Agreement shall be deemed given on the day they are
       received at the address set forth above, whether by mail, facsimile
       transmission or hand delivery.  Each party agrees to notify the other
       party in writing if there is a change in the above addresses.

4.2   Prohibition Against Assignment - This Agreement, and any rights or
      obligations hereunder, shall not be transferred or assigned by either
      party without the prior written approval of the other party.

4.3    Governing Law - This Agreement shall be governed by and construed in
       accordance with the laws of the State of North Dakota, without regard to
       its conflict of laws principles.

4.4    Modification - This Agreement constitutes the entire agreement between
       the parties with respect to the subject matter hereof and merges all
       prior and contemporaneous communications.  This Agreement shall not be
       modified except by a written agreement dated subsequent to the date of
       this Agreement and signed on behalf of Company and TMS by their
       respective duly authorized representatives.

4.5    Attorney's Fees - If DISCLOSING PARTY employs attorneys in any action to
       enforce any rights arising out of or relating to this Agreement, the
       prevailing party shall be entitled to recover its reasonable attorneys'
       fees and costs.

4.6    Severability - If any provision of this Agreement shall be determined to
       be illegal, invalid or unenforceable, the remaining provisions shall
       remain in full force and effect.

4.7    No Waiver - No waiver of any breach of any provision of this Agreement
       shall constitute a waiver of any prior, concurrent or subsequent breach
       of the same or any other provisions hereof, and no waiver shall be
       effective unless made in writing and signed by an authorized
       representative of the waiving party.

4.8    Survival of Obligations - Subject to the limitations set forth in this
       Agreement, this Agreement will inure to the benefit of, and be binding
       upon the parties, their successors, administrators, heirs and assigns.

                                    <PAGE>  4

4.9    Authority to Sign - Both parties intend to be legally bound by this
       Agreement.  The persons signing this Agreement warrant and represent that
       they are duly authorized to sign this Agreement and by so doing to
       legally bind their respective companies.

                                    <PAGE>  5






                                   APPENDIX D
                           Source Code Escrow Agreement

          ESCROW INSTRUCTIONS TO THE TRUST DEPARTMENT OF BANK OF NORTH DAKOTA
                                 ("Agreement")


                                                         Escrow No. N/A

                                                         Date       ___________

I.   WE, THE UNDERSIGNED, TMS, Inc. (hereinafter "LICENSOR") and the North
     Dakota Department of Public Instruction (hereinafter "LICENSEE") hereby
     deposit with BANK OF NORTH DAKOTA, 700 East Main Street, P.O. Box 5509,
     Bismarck, ND 58506-5509, the following described property and documents
     to-wit:


     1.   A sealed package (hereinafter "Escrow Package One") containing a copy
          of a Software Product License Agreement ("LICENSE AGREEMENT") by and
          between LICENSOR and LICENSEE, dated January 16, 2001.


     2.   A sealed package (hereinafter "Escrow Package Two") containing the
          SOURCE CODE for LICENSOR'S existing proprietary and commercially
          available toolkits and applications that are used in the
          development of PRODUCT.  Said ESCROW MATERIAL may include  LICENSOR'S
          Prizm(TM) ViewDirector(TM), FormFix(R), ScanFix(R), DMR(TM), TMS
          Color Suite(TM) and other proprietary products or technology, but
          shall not include complete SOURCE CODE to PRODUCT.  Said ESCROW
          MATERIAL shall be in machine-readable form stored on CD-R,
          computer tape, or other suitable computer media. LICENSOR shall
          identify each item in said package and shall certify the completeness
          and accuracy of the ESCROW MATERIAL in a letter to BANK OF NORTH
          DAKOTA with a copy to LICENSEE.

II.  ESCROW MATERIAL:  BANK OF NORTH DAKOTA shall safe keep said ESCROW
     MATERIAL and shall release ESCROW MATERIAL Packages to LICENSEE upon
     receipt of the following exclusive conditions:


     1.   Evidence that LICENSOR has been finally adjudicated as bankrupt, or

     2.   Written certification from LICENSEE that LICENSOR is otherwise
          incapable of discharging its obligations under said LICENSE
          AGREEMENT. A copy of said certification shall be sent to LICENSOR and
          upon failure by LICENSOR to object within 10 days of receipt of the
          certification, BANK OF NORTH DAKOTA shall deliver the ESCROW MATERIAL
          to LICENSEE.


III. TERMS:  Subject, however, to the following terms, exceptions, provisions,
     and conditions, which are acceptable to and approved by all parties
     signing these instructions.

     1.   When used in this Agreement, the capitalized terms listed below shall
          have the following meanings:

          (a)  "CODE" -  shall mean all computer programming instructions, and
               any other machine-processable material necessary to complete the
               objectives set out in the Software Product License Agreement,
               which is fully incorporated herein by reference.

               (i)   "OBJECT/EXECUTABLE CODE" -  shall mean the machine-
                     readable form of the CODE.
               (ii)  "SOURCE CODE" -  shall mean the human readable form of the
                     CODE and shall include any embedded explanatory comments.

<PAGE>  1

          (b)  "ESCROW MATERIAL" -  shall mean any or all items deposited with
               and/or held in escrow by BANK OF NORTH DAKOTA.

          (c)  "PRODUCT" -  shall mean software listed in Appendix B of the
               LICENSE AGREEMENT and any UPDATE RELEASE or UPGRADE/ENHANCEMENT
               RELEASE provided by LICENSOR during the term thereof, including
               the collection of OBJECT/EXECUTABLE CODE and related
               DOCUMENTATION.

          (d)  "RELEASE" -  shall mean any official issuance of a PRODUCT by
               LICENSOR.

               (i)   "UPDATE RELEASE" -  a new issuance of the PRODUCT that
                     contains corrections to errors ("bug fixes") and is
                     denoted by a change to the one-hundredths digit to the
                     right of the decimal point in the then current version
                     of the software product (x.x(x)).
               (ii)  "UPGRADE/ENHANCEMENT RELEASE" -  shall mean an improvement
                     to an existing PRODUCT that is intended to extend the life
                     or improve significantly the marketability of the original
                     product through enhanced performance of features and
                     functions and is denoted by a change to the tenths digit
                     to the right of the decimal point (x.(x)x) or by a change
                     to the digit(s) to the left of the decimal point ((x.)xx)
                     in the then current version of the PRODUCT.
     2.   Additional ESCROW MATERIALS that are classified by LICENSOR as a
          PRODUCT UPDATE, UPGRADE, or ENHANCEMENT RELEASE may be deposited with
          BANK OF NORTH DAKOTA from time to time as required under a Post
          Contract Support Agreement. Any such addition shall be properly
          identified as additions to Escrow Package Two and shall be
          automatically covered by the terms and conditions of this Agreement.

     3.   Any other ESCROW MATERIAL deposited under this Agreement shall
          require an amendment to this Agreement to describe the contents of
          the ESCROW MATERIAL and to state the conditions under which said
          ESCROW MATERIAL shall be provided to LICENSEE.

     4.   BANK OF NORTH DAKOTA shall be liable as a depository only and shall
          not be responsible for the sufficiency or accuracy of the form,
          execution or validity of documents deposited hereunder, or any
          description of property or other thing therein, nor shall it be
          liable in any respect on account of the identity, authority, or
          rights of the persons executing or delivering or purporting to
          execute or deliver any such document or paper; its duties hereunder
          being limited to the safekeeping of such documents received by it as
          such escrow holder, and for the delivery of same in accordance
          with these written instructions.

     5.   BANK OF NORTH DAKOTA, as part of the consideration for the acceptance
          of this escrow, shall not be liable for any acts or omissions done in
          good faith, nor for any claims, demands or losses, nor for any
          damages made or suffered by any party to this escrow, excepting such
          as may arise through or be caused by its willful or gross negligence.

     6.   BANK OF NORTH DAKOTA shall not be liable for the outlawing of any
          rights under the Statute of Limitations in respect to any documents
          deposited.  It may rely upon any paper, document, or other writing
          believed by it to be authentic in making any delivery of property
          hereunder. BANK OF NORTH DAKOTA shall in no way be responsible nor
          shall it be its duty to notify any party hereto or party interested
          in this escrow deposit of any maturity, under the terms of any
          instrument deposited herewith.

     7.   The annual fee of two hundred dollars ($200.00) has been agreed upon
          as compensation to BANK OF NORTH DAKOTA for its services hereunder
          but it is agreed that reasonable additional compensation shall be
          paid to it for any unusual or extraordinary services it may be
          required to render hereunder. LICENSEE shall be responsible for the
          fees due hereunder and will pay BANK OF NORTH DAKOTA the amount
          due within 30 days of the receipt of request for payment from BANK OF
          NORTH DAKOTA.  In the event that LICENSEE fails to pay the fees due

<PAGE>  2

          hereunder and the fees remain unpaid for a period of 90 days
          following receipt of request for payment from BANK OF NORTH DAKOTA,
          the Escrow Materials will be returned to LICENSOR and Agreement
          will be terminated. BANK OF NORTH DAKOTA may employ attorneys for the
          reasonable protection of the escrow property and of itself and shall
          have the right to be reimbursed for costs, expenses, attorney fees
          and its compensation and shall have a lien on all documents or
          property held in escrow to cover same. Any fees may be exempted if
          these fees are contrary to NDCC 28-26-04 regarding public policy
          violations.

     8.   In accepting any ESCROW MATERIAL delivered hereunder it is agreed and
          understood between the parties hereto that BANK OF NORTH DAKOTA will
          not be called upon to construe any contract or instrument deposited
          herewith, and shall be required to act in respect to the deposit
          herein made upon the joint consent, in writing, of the parties
          hereto, and in the failure of such agreement to consent, it reserves
          the right to hold all papers in connection with or concerning this
          escrow, until a mutual agreement in writing has been reached between
          all of said parties and delivered to it or until delivery is legally
          authorized and ordered by final judgment or decree of a court of
          competent jurisdiction; and in case BANK OF NORTH DAKOTA obeys or
          complies with any judgment, order or decree of a court of competent
          jurisdiction, it shall not be liable to any of the parties hereto nor
          to any other person, firm or corporation by reason of such
          compliance, notwithstanding any such judgment, order or decree be
          subsequently reversed, modified, annulled, set aside or vacated.

     9.   It is further agreed that BANK OF NORTH DAKOTA at the termination of
          five (5) years from date, shall have the right to consider this
          Agreement of no further force and effect, and shall have the right to
          deliver the ESCROW MATERIAL hereby deposited to the respective
          parties depositing such documents and that redelivery of such
          documents shall relieve BANK OF NORTH DAKOTA from any further
          liability with reference thereto; this provision, however, may at any
          time be waived by BANK OF NORTH DAKOTA.  An extension of the term of
          this escrow deposit may be entered into at any time by the mutual
          consent of the parties hereto, upon the condition, however, that same
          be reduced to writing and delivered to and accepted by BANK OF NORTH
          DAKOTA.

     10.  It is further understood and agreed between the parties that these
          instructions are the only agreement between BANK OF NORTH DAKOTA and
          the parties hereto and that same supersede any other agreement with
          reference to this escrow deposit, in so far as BANK OF NORTH DAKOTA
          is concerned, and that BANK OF NORTH DAKOTA may rely absolutely
          hereon to the exclusion of any and all other agreements between the
          parties thereto.




TMS, Inc.                         North Dakota Department of Public Instruction

By /s/ Deborah D. Mosier          By  /s/ Dr. Gary W. Gronberg
   ------------------------           ------------------------
President                         Assistant Superintendent
---------------------------       ----------------------------
Title                             Title

Dated: January 26, 2001           Dated: January 16, 2001
       --------------------              ---------------------
BANK OF NORTH DAKOTA


By /s/ Edward B. Sather
   ------------------------
Senior Vice President & Trust Officer

Dated  February 2, 2001
       --------------------

<PAGE>  3





                             APPENDIX E
              NORTH DAKOTA DEPARTMENT OF PUBLIC INSTRUCTION
       PROVISIONS & ASSURANCES FOR CONTRACTS WITH NON-PROFIT ORGANIZATIONS

Statement of Provisions and Assurances for contractual agreements issued by
the North Dakota Department of Public Instruction.

1.   As used in these Provisions and Assurances:
     a.   Agreement means the entire document, whatever its name or form,
          of which these Provisions and Assurances and other referenced
          attachments, appendixes and schedules, if any, are a part.

     b.   Licensee means the North Dakota Department of Public
          Instruction.

     c.   Licensor means the party or parties providing a License to the
          Licensee.

     d.   Project Director means the person representing the Licensee for
          the purposes of administering the program described in the
          Agreement.

2.   This Agreement is executed by the Licensee subject to the
     availability of funds from federal or state sources appropriated by
     legislative act.  All amendments and/or extensions or subsequent
     contracts entered into for the same or continued purposes are
     executed contingent upon the availability of appropriated funds.
     Not withstanding any other provisions in this Agreement or any other
     document, this Agreement is void upon appropriated funds becoming
     unavailable.

3.   This Agreement may be extended or otherwise amended only by formal
     written amendments properly executed by both the Licensee and the
     Licensor regarding the changes in the scope of Licensee and the
     budget.  No other agreement, written or oral, purporting to alter or
     amend this Agreement shall be valid.

4.   Refer to Sections 5 and 6 of the main Agreement.

5.   Licensee shall not assign or subcontract any of its rights or
     responsibilities under this Agreement, except as may be otherwise
     provided for in this Agreement, without prior formal written
     amendment of this Agreement properly executed by the Licensee and
     Licensor.

6.   Refer to Section 3 of the main Agreement.

7.   The Licensor shall perform as an independent entity under this
     agreement.  The Licensor, its employees, agents, or representatives
     are not employees of the Licensee.  No part of this Agreement shall
     be construed to represent creation of an employer/employee
     relationship.

8.   Licensor shall maintain its records and accounts in a manner which
     shall assure a full accounting for all funds received and expended
     by Licensor in connection with this Agreement.  These records and
     accounts shall be retained by Licensor and made available for audit,
     by the Licensee and by others authorized by law or regulation to
     make such an audit, for a period of not less than three (3) years
     from the latter of the date of delivery of the Product or the date of
     the receipt by the Licensee of Licensor's final claim for payment
     or final expenditure report in connection with this Agreement. If an
     audit has been announced the records shall be retained until such
     audit has been completed.

9.   Refer to Sections 5 and 6 of the main Agreement.

10.  Refer to Section 6.A of the main Agreement.

11.  If according to the terms of the Agreement Licensor has failed or
     refused to perform any of its obligations under this Agreement,
     Licensee may impose such sanctions as it may deem appropriate,
     including, but not limited to, the withholding of payments to
     Licensor until Licensor complies, the cancellation, termination or
     suspension of this Agreement in whole or in part, and the seeking of
     other remedies as may be provided by this Agreement or by law.
     Any cancellation, termination or suspension of this Agreement, if
     imposed, shall become effective at the close of business on the day
     of Licensor's receipt of written notice thereof from Licensee.

12.  Refer to Section 3.A and Appendix A of the main Agreement.

13.  If the Licensee determines that Licensee is due a refund of money
     paid to Licensor pursuant to this Agreement, Licensor shall pay the
     money due to Licensee within 30 days of Licensor's receipt of written
     notice that such money is due to Licensee.  If Licensor fails to make
     timely payment, Licensee may obtain such money from Licensor by any
     means permitted by law, including but not limited to offset,
     counterclaim, cancellation, termination, suspension, total
     withholding and/or disapproval of all or any subsequent applications
     for said funds.

<PAGE>  1

14.  In the event of loss, damage or destruction of any property owned by
     or loaned by Licensee while in the custody or control of Licensor,
     its employees, agents, consultants or subcontractors, whether the
     property is developed or purchased by Licensor pursuant to this
     Agreement or is provided by the Licensee to Licensor for use in the
     contract project, Licensor shall indemnify the Licensee and pay to
     the Licensee the full value of or the full cost of repair or
     replacement of such property, whichever is the greater, within 30
     days of Licensor's receipt of written notice of Licensee's
     determination of the amount due.  If Licensor fails to make timely
     payment, Licensee may obtain such money from Licensor by any means
     permitted by law, including but not limited to offset or counterclaim
     against any money otherwise due to Licensor by Licensee.


15.  This Agreement constitutes the entire agreement between Licensee and
     Licensor for the accomplishment of the License.

16.  Licensor shall be subject to and shall abide by all federal laws,
     rules and regulations pertaining to the License, including but not
     limited to: Americans With Disabilities Act of 1990, P.L. 101-336, 42
     U.S.C. sec. 12101, and the regulations effectuating its provisions
     contained in 28 CFR Parts 35 and 36, 29 CFR Part 1630, and 47 CFR
     Parts 0 and 64; Title VI of the Civil Rights Act of 1964, as amended
     (prohibition of discrimination by race, color, or national origin),
     and the regulations effectuation its provisions contained in 34 CFR
     Part 100; Title IX of the Education Amendments of 1972, as amended
     (prohibition of sex discrimination in educational institutions) and
     the regulations effectuating its provisions contained in 34 CFR Part
     106, if Contractor is and educational institution; Section 504 of the
     Rehabilitation Act of 1973, as amended (nondiscrimination on the
     basis of handicapping condition), and the regulations effectuating
     its provisions contained in 34 CFR Part 104; the Age Discrimination
     Act of 1975, as amended (prohibition of discrimination on basis of
     age), and any regulations issued thereunder; the Family Educational
     Rights and Privacy Act of 1975, 20 U.S.C. sec. 1232g, as amended, and
     any regulations issued thereunder 34 CFR Part 99, if Licensor is an
     educational institution; Section 509 of H.R. 5233 as incorporated by
     reference in P.L. 99-500 and P.L. 99-591 (prohibition against the use
     of federal grant funds to influence legislation pending before
     Congress);P.L. 103-227, Title X, Miscellaneous Provisions of the
     GOALS2000: Educate America Act; P.L. 103-382, Title XIV, General
     Provisions of the Elementary and Secondary Education Act, as amended;
     and the General Education Provisions Act, as amended.  Licensor shall
     timely make and file with the proper authorities all forms,
     assurances and reports required by federal laws and regulations.
     Licensee shall be responsible for reporting to the proper authorities
     any failure by Licensor to comply with the foregoing laws and
     regulations coming to Licensee's attention, and may deny payment or
     recover payments made by Licensee to Licensor in the event of
     Licensor's failure to so comply.

17.  In connection with the furnishing of supplies or performance of work
     under this agreement, the Licensor agrees to comply with the Fair
     Labor Standards Act, Fair Employment Practices Act, Equal Employment
     Opportunity Act, Civil Rights Act of 1964, Executive Order 11246, and
     the American Disabilities Act of 1990, and all other applicable
     federal and state laws, regulations, and executive orders.  Further,
     the Licensee shall have the right to enforce all applicable
     assurances agreed to above by appropriate and reasonable procedures
     including, but not limited to, requests, reports, site visits, and
     inspection of relevant documentation of the Licensor.

18.  The Licensor certifies by signing the Agreement that neither the
     Licensor, Subcontractor, nor their principals, are presently
     debarred, declared ineligible or voluntarily excluded from
     participation in transactions with the State or Federal Government by
     any Licensee or Agency of the Federal Government.  This part of the
     Grantee assurances is in accordance with Executive Order 12549 and 34
     CFR Part 85, Section 85.510.

19.  The Licensor assures that:

     a.   No Federal funds from the contract will be paid, by or on behalf
          of the undersigned, to any person for influencing or attempting
          to influence an officer or employee of any department, a Member
          of Congress, an officer or employee of Congress, or an employee
          of a Member of Congress in connection with the awarding of any
          Federal contract, the making of any Federal grant, the making of
          any Federal loan, the entering into of any cooperative
          agreement, and the extension, continuation, renewal, amendment,
          or modification of any Federal contract, grant, loan, or
          cooperative agreement.

     b.   If any grant funds other than Federal funds have been paid or
          will be paid to any person for influencing or attempting to
          influence an officer or employee of any department, a Member of
          Congress, an officer or employee of Congress, or an employee of
          a Member of Congress in connection with this Federal contract,
          grant, loan, or cooperative agreement, the undersigned shall
          complete and submit Standard Form-LLL, "Disclosure form to
          Report Lobbying," in accordance with its instructions.

     c.   The Licensor shall require that the language of this
          certification be included in the award documents for all
          subawards at all tiers (including subcontracts, subgrants, and
          contracts under grants, loans, and cooperative agreements) and
          that all subrecipients shall certify and disclose accordingly.

<PAGE>  2

20.  The Licensor will establish safeguards to prohibit employees from
     using their positions for a purpose that constitutes or presents the
     appearance of personal or organizational conflict of interest or
     personal gain.

21.  The Licensor will comply with the provisions of the Hatch Act (5
     U.S.C. 1501-1508 and 7324-7328) which limit the political activities
     of employees whose principal employment activities are funded in
     whole or in part with Federal funds.

22.  The Licensor agrees, by accepting this Agreement to warrant that the
     Product subject to the Agreement before, during and after the turn
     of the century shall not experience abnormal ending and/or produce
     invalid or incorrect results in the operation of the business of the
     Licensee.

     In the event of any recognition, calculation, or indication of
     century problems related to the Year 2000, Licensor shall timely make
     all adjustments necessary at no cost to the Licensee in order to
     ensure that the product or service are "Year 2000 Compliant".  The
     warranty shall be in effect until January 1, 2001 or one year after
     completion of Agreement, whichever is later.

     For purposes of this section Year 2000 compliant is defined as:

     a.   All stored dates or programs contain century recognition,
          including dates stored in databases and hardware or internal
          system dates in devices;
     b.   The program login accommodates same century and multi-century
          formulas and date values; and
     c.   The year 2000 or any other leap year is correctly treated as a
          leap year within all program logic.

23.  Licensor shall secure and keep in force during the term of this
     agreement, from insurance companies authorized to do business in
     North Dakota:  1) commercial general liability; 2) automobile
     liability; and 3) workers compensation insurance all covering the
     Licensor for any and all claims of any nature which may in any manner
     arise out of or result from this Agreement.  The minimum limits of
     liability required are $250,000 per person and $1,000,000 per
     occurrence for commercial general liability and automobile liability
     coverages and statutory limits for workers' compensation.

     Licensee and its agencies, officers, and employees shall be endorsed
     on the commercial general liability policy as additional insureds.
     Licensor shall furnish a certificate of insurance and a copy of the
     additional insured endorsement to the undersigned Licensee
     representative prior to commencement of this Agreement.  Said
     endorsement shall contain:

     a.   a "Waiver of Subrogation" waiving any right to recovery the
          insurance company may have against the Licensee;

     b.   a provision that the policy and/or endorsement may not be
          canceled or modified without thirty (30) days' prior written
          notice to the undersigned Licensee representative; and

     c.   a provision that any attorney who represents the Licensee under
          this policy must first qualify as and be appointed by the North
          Dakota Attorney General as a Special Assistant Attorney General
          as required under N.D.C.C.  54-12-08.

     d.   Licensor's insurance coverage shall be primary (i.e., pay first)
          as respects any insurance, self-insurance or self-retention
          maintained by the Licensee.  Any insurance, self-insurance or
          self-retention maintained by the Licensee shall be excess of the
          Licensor's insurance and shall not contribute with it.


     Any deductible amount or other obligation under the policy(ies) shall
     be the sole responsibility of the Licensor.

     This insurance may be in policy or policies of insurance, primary and
     excess, including the so- called umbrella or catastrophe form and be
     placed with insurers rated "A" or better by A.M. Best Company, Inc.

     The Licensee will be indemnified, saved and held harmless to the full
     extent of any coverage actually secured by the Licensor in excess of
     the minimum requirements set forth above.

<PAGE>  3

                NORTH DAKOTA DEPARTMENT OF PUBLIC INSTRUCTION
        PROVISIONS & ASSURANCES FOR CONTRACTS WITH PRIVATE FIRMS






/s/ Deborah D. Mosier
-----------------------
Deborah D. Mosier
Licensor                    Date     January 26, 2001



/s/ Dr. Gary W. Gronberg
-----------------------
Dr. Gary W. Gronger
Licensee                    Date     January 16, 2001



<PAGE>  4