EXHIBIT 10.115

                        CONFIDENTIAL TREATMENT REQUESTED

        CONFIDENTIAL PORTIONS OF THIS AGREEMENT WHICH HAVE BEEN REDACTED
         ARE MARKED WITH BRACKETS "[***]". THE OMITTED MATERIAL HAS BEEN
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
                                                                  EXHIBIT 10.115


Microsoft Services Provider                   Agreement Number:
License Agreement                             (Microsoft will complete)  9055430

This Microsoft Services Provider License Agreement  ("Agreement") is between the
entities identified below. YOU MUST BE A MICROSOFT CERTIFIED PARTNER IN ORDER TO
ENTER INTO THIS  AGREEMENT.  PLEASE  PROVIDE YOUR  MICROSOFT  CERTIFIED  PARTNER
NUMBER BELOW.

This  Agreement and attached  documents  must be sent to Microsoft (as specified
below) for processing and approval. If the Agreement is approved, Microsoft will
sign the Agreement and send you a fully executed original. The Effective Date of
this Agreement will be the date Microsoft signs the Agreement after execution by
you as specified below. Each party agrees to notify the other in accordance with
Section 16(d) if the information below changes during the Term.

<TABLE>
<CAPTION>
<S>                <C>                                          <C>                        <C>
------------------------------------------------------------------------------------------------------------------------
Customer Name:                                                  Name of contracting Microsoft Affiliate:
                  INTERLAND, INC.                                                          MSLI, GP

------------------------------------------------------------------------------------------------------------------------
Street Address and/or post office box: Street Address and/or post office box:
                  303 PEACHTREE CENTER AVE.                                                6100 NELL ROAD, SUITE 210

------------------------------------------------------------------------------------------------------------------------
City and State / Province:                                      City and State / Province:
                  ATLANTA, GA                                                              RENO, NV

------------------------------------------------------------------------------------------------------------------------
Country and Postal Code:                                        Country and Postal Code:
                  30303                                                                    USA  89511-1137

------------------------------------------------------------------------------------------------------------------------
Contact Name:                                                   Microsoft  Account  Manager  Name,  Location  and Email
                  NICHOLAS FARSI                                Address:

------------------------------------------------------------------------------------------------------------------------
Phone Number:                                                   Phone Number.
                  404-260-2550                                                             (775) 823-5600

------------------------------------------------------------------------------------------------------------------------
Fax Number:                                                     Fax Number:
                  404-260-2721                                                             (775) 826-7287

------------------------------------------------------------------------------------------------------------------------
E-Mail Address:                                                 E-Mail Address:
                  NFARSI@INTERLAND.COM                                                     SELQUEST@MICROSOFT.COM

------------------------------------------------------------------------------------------------------------------------
For  the Attention of:                                          For  the Attention of:
                  CHIEF INFORMATION OFFICER                                                VOLUME LICENSING, DEPT. 551

------------------------------------------------------------------------------------------------------------------------
Microsoft Certified Partner Agreement Number.

------------------------------------------------------------------------------------------------------------------------
Accounts Payable Contact Name, Phone Number and Email Address:
                  TODD WILKINS
                  TWILKINS@INTERLAND.COM
------------------------------------------------------------------------------------------------------------------------
CUSTOMER NOTICES INFORMATION (IF DIFFERENT FROM ABOVE): ALL NOTICES MUST ALSO BE
SENT TO:

Customer  Name,  Street  Address  and/or post office box, City  Microsoft Corporation, Law and Corporate Affairs
and State / Province, Country and Postal Code:                  One Microsoft Way
                  GENERAL COUNSEL                               Redmond, Washington USA 98052

------------------------------------------------------------------------------------------------------------------------
Fax Number:                                                     Fax Number:
                  404-260-2721                                                    (425) 936-7329

------------------------------------------------------------------------------------------------------------------------
For  the Attention of:                                          For  the Attention of:
                                                                                  LCA- PDM / SPLA Program Attorney

------------------------------------------------------------------------------------------------------------------------

                                  Page 1 or 22
</TABLE>


<PAGE>




This  Agreement  consists of this cover page,  the enclosed Terms and Conditions
(including the Exhibits), the SPUR, the Price List, and any addenda,  amendments
and/or Affiliate  Agreements entered into under this Agreement.  These documents
form the entire agreement  between you and Microsoft and supersede all prior and
contemporaneous  communications,   agreements  or  contracts,  whether  oral  or
written,  concerning the subject matter hereof.  By signing this Agreement,  you
acknowledge that you have access to the Internet and have the capability to send
and receive electronic mail ("e-mail").

<TABLE>
<CAPTION>
<S>                                                  <C>    <C>

[COMPANY]                  INTERLAND, INC.           MSLI, GP

By (sign):        /s/ Nicholas Farsi                         By (sign):       /s/ Carol Marshall
          ----------------------------------                           ----------------------------------

Name (print):         Nicholas Farsi                         Name (print):         Carol Marshall
             -------------------------------                              -------------------------------

Title:   Sup., CIO                                           Title:   Contract Administrator
      --------------------------------------                        -------------------------------------

Date:    11/25/02                                            Effective Date:   11/15/2002
     ---------------------------------------                                 ----------------------------

</TABLE>


                                  Page 2 or 22
<PAGE>


                              TERMS AND CONDITIONS

1.   SCOPE OF AGREEMENT.  This Agreement sets forth the terms upon which you may
     license Microsoft  Software  Products on a non-perpetual  basis in order to
     provide Software Services to your Customers. This Agreement is not intended
     to,  and does  not,  modify  or  restrict  your use of  Microsoft  software
     products  that you license  solely for  internal  use under  other  license
     agreements  with  Microsoft  (e.g.,  Open,  Select  or  Enterprise  license
     agreements).

2.   DEFINITIONS.  In this  Agreement,  "you"  means the legal  entity  that has
     entered into this  Agreement  with  Microsoft,  including any Affiliates to
     whom you have granted rights under this Agreement;  and  "Microsoft"  means
     the Microsoft  company which has signed this Agreement and its  Affiliates.
     Microsoft  and you may each be  referred  to  individually  as a "party" or
     collectively as the "parties" in this Agreement. In addition, the following
     terms are defined:

     "AFFILIATE"  means a legal  entity  that  (a) owns  and  controls  a party,
     directly  or  indirectly,  or (b) is  owned  and  controlled,  directly  or
     indirectly,  by a party,  or (c) is directly  or  indirectly  under  common
     ownership and control with a party.

     "AFFILIATE  AGREEMENT"  means the agreement  contained in Exhibit A to this
     Agreement.

     "CLIENT  SOFTWARE"  means  software  that is installed  on a Device,  which
     allows the Device to access or use the services or  functionality  provided
     by Server Software.

     "CONFIDENTIAL  INFORMATION"  means these Terms and Conditions as negotiated
     between  the  parties,  the Price  List,  all  addenda,  amendments  and/or
     Affiliate  Agreements  entered into under this Agreement,  and any items of
     information  provided  by a party that the other party is required to treat
     as confidential under the terms of this Agreement. Confidential Information
     does  not  include   information   which:   (a)  the  recipient   developed
     independently;  (b) the recipient rightfully knew before receiving it under
     this Agreement;  or (c) is or subsequently becomes publicly available or is
     received  from another  source,  in both cases other than by a breach of an
     obligation of confidentiality.

     "CUSTOMER"  means an  individual  or legal  entity  that  obtains  Software
     Services  from  you,  either  directly  from you or  indirectly  through  a
     Reseller.

     "CUSTOMER  AGREEMENT"  means the contract  between you and a Customer under
     which you provide Software Services to such Customer;  or, in the case of a
     Reseller,  the contract  between the Reseller and the Customer  under which
     the Reseller provides Software Services obtained from you to such Customer.

     "CUSTOMER  LICENSE TERMS" means the license terms contained in Exhibit B to
     this Agreement.

     "DEVICE"  means a computer,  workstation,  terminal,  handheld  PC,  pager,
     telephone,  personal digital  assistant,  "smart phone, or other electronic
     device.

     "MEDIA" means a CD, diskette or other tangible storage media containing one
     or more of the Software Products.

     "MICROSOFT  CERTIFIED  PARTNER"  means an  individual or other legal entity
     that  participates in the Microsoft  Certified  Partner Program by entering
     into a Microsoft Certified Partner Agreement.

     "MICROSOFT  DESIGNATED WEB SITE" means one or more Microsoft Internet sites
     that support  Microsoft's  licensing  business.  Microsoft will provide you
     with  the  Internet  addresses  (URLs),  User  IDs and  passwords  for each
     applicable  Microsoft  Designated Web Site. You will treat as  Confidential
     Information  any  User  IDs  and  passwords  provided  to  you  under  this
     Agreement.


                                  Page 3 or 22
<PAGE>

     "MICROSOFT  WORLDWIDE  FULFILLMENT"  or "WWF" means a  Microsoft-authorized
     distributor  of Media  containing  Software  Products  and Related  Printed
     Materials.

     "MOET" means the  Microsoft  Order Entry Tool.  MOET `s an online tool that
     enables  Monthly Use Reports to be submitted  electronically  to Microsoft.
     MOET is accessed  through a Microsoft  Designated  Web Site that  Microsoft
     will identify to you.

     "MONTHLY  USE REPORT"  means the  software  use report that you must submit
     each month via MOET or other electronic format specified by Microsoft.

     "OEM" means an original equipment  manufacturer that pre-installs Microsoft
     operating system Software Products on a computer system purchased by you.

     "PL" means a processor license, as further described in the SPUR.

     "PRICE LIST" means the Microsoft  document  containing  the per-month  unit
     prices for each of the Software  Products  that may be licensed  under this
     Agreement.  The  Price  List  is  published  periodically  on  a  Microsoft
     Designated Web Site that Microsoft will identify to you.

     "REDISTRIBUTION  SOFTWARE" means software that may be installed on a Device
     and which  may be used,  modified,  reproduced  and/or  redistributed  by a
     Customer  without   separate  payment  to  Microsoft,   such  as  "sample,"
     "redistributable,"  and/or software  development  ("SDK") software code and
     tools.

     "RELATED PRINTED MATERIALS" means the copyrighted Microsoft guides, manuals
     or other printed  materials  describing  or explaining  any of the Software
     Products.

     "RESELLER"  means a legal entity to which you grant  rights  under  Section
     3(g) to redistribute, to its Customers, Software Services provided by you.

     "SAL" means a subscriber access license, as further described in the SPUR.

     "SERVER"  means a shared  computer in a network,  which  computer  provides
     resources, services, or information to other computers is the network.

     "SERVER  SOFTWARE"  means  software  that is  installed  on,  and  provides
     services or functionality on, a Server.

     "SERVICES  PROVIDER" means a business entity that uses one or more Software
     Products licensed under this Agreement to provide Software Services.

     "SERVICES  PROVIDER  USE  RIGHTS" or "SPUR"  means the  Microsoft  document
     containing the use rights specific to each version of the Software Products
     that may be licensed under this Agreement.

     "SOFTWARE PRODUCTS" means the Microsoft software products identified in the
     Price  List and the SPUR  that you may  license  under  this  Agreement  to
     provide Software Services to Customers.  A Software Product includes Server
     Software  and  may  also  include  Client  Software  and/or  Redistribution
     Software,  depending  on the  product.  The  term  Software  Products  also
     includes any software  provided to you under this  Agreement  that updates,
     fixes, patches or supplements the original Software Products.

     "SOFTWARE  SERVICES"  means  services that make  available,  display,  run,
     access,  or  otherwise  interact  with the  functionality  of the  Software
     Products,  which you provide to Users from one or more data centers through
     the Internet or a private network on a rental or subscription basis.

     "TERM" means the term of this Agreement, which is defined in Section 10(a),
     including any extension for particular  Customer Agreements as described in
     Section 10(b).


                                  Page 4 or 22
<PAGE>

     "USER" means an individual  who is authorized by you to access and/or use a
     Software Product in the form of Software Services.

     "ZERO USE" means you, your  Affiliates  (if any) and Resellers (if any) did
     not use any of the Software  Products to provide  Software  Services during
     the previous calendar month.

3.   USE OF THE SOFTWARE PRODUCTS.

     (a)  Use and Ownership.  Subject to these Terms and  Conditions  (including
          but not  limited  to  paragraphs  (b)  through  (o) below) and the use
          rights  contained in the SPUR,  Microsoft  grants you a non-perpetual,
          non-exclusive,  terminable,  non-transferable,  worldwide  and limited
          right  during  the  Term  to  copy,  install,  access,  display,  run,
          distribute,   make   available   or   otherwise   interact   with  the
          functionality  of the Software  Products in order to provide  Software
          Services. This Agreement does not transfer any ownership rights in any
          Software  Product  and  Microsoft  reserves  all rights not  expressly
          granted. This license will automatically  terminate upon expiration or
          termination of this Agreement.

     (b)  Restrictions on Use. You may not:

          (1)  rent,  lease,  encumber,  pledge,  lend,  copy, make available or
               distribute  the Software  Products to any third party,  except as
               expressly permitted by this Agreement;

          (2)  separate the components of a Software Product made up of multiple
               components  by  installing  them  on  different  Servers,  or  by
               upgrading  or  downgrading  them at  different  times,  except as
               expressly permitted in the SPUR;

          (3)  remove,  modify or  obscure  any  copyright,  trademark  or other
               proprietary  rights notices that appear on the Software  Products
               or that appear during use of the Software Products;

          (4)  reverse   engineer,   decompile,   or  disassemble  the  Software
               Products,  except and only to the extent  that such  activity  is
               expressly  permitted  by  applicable  law  notwithstanding   this
               limitation; and

          (5)  provide  Software  Services  to the  U.S.  Government  under  any
               agreement  resulting from a solicitation issued prior to December
               1, 1995.

     (c)  Obtaining  Software Product Media and Related Printed  Materials.  You
          may  order  Media  containing  the  Software  Products  directly  from
          Microsoft Worldwide Fulfillment ("WWF"). You may also obtain Microsoft
          operating  system Software  Products from an OEM that has preinstalled
          such software on a computer  system  purchased by you. If you place an
          order for Media with WWF,  your order will be limited,  on a per-order
          basis, to ten (10) copies of Media containing the Software Product(s).
          If necessary or appropriate,  Microsoft will provide you with specific
          and unique product activation/copy protection bypass codes in order to
          permit  installation,  re-installation  and  copying  of the  Software
          Products;  and you will treat as Confidential  Information any product
          activation/copy  protection bypass codes that are provided to you. You
          may also  order,  on a  per-Customer  basis,  up to ten (10) copies of
          Related Printed  Materials from WWF for each Software  Product used to
          provide Software  Services.  WWF will invoice you for all orders.  WWF
          may request  additional  information and verification  from you before
          fulfilling any orders for Media and Related Printed Materials.  Orders
          will only be shipped to the address you  specified in this  Agreement.
          Contact  information  for  WWF  will  be  provided  at the  time  this
          Agreement is signed by Microsoft and may be updated by Microsoft  from
          time-to-time.  Microsoft may change the process for ordering Media and
          Related Printed Materials upon thirty (30) days prior written notice.


                                  Page 5 or 22
<PAGE>

     (d)  Applicability   of  License  Terms   Contained  in  End-User   License
          Agreement. If you obtain Software Products from WWF, the terms of this
          Agreement  permanently and irrevocably  supersede the terms of any end
          user license  agreement  ("EULA") which may be presented in electronic
          form during  installation of the Software Products.  If you obtain any
          Microsoft  operating  system Software  Product from an OEM, unless the
          SPUR specifically  states otherwise,  the terms of this Agreement will
          supersede the terms of any EULA that accompanies such Software Product
          or which may be presented in electronic  form during  installation  of
          such Software Product,  but only when such Software Product is used by
          you  to  provide  Software  Services  under  this  Agreement.  If  any
          additional software is provided to you with the Software Products, and
          such  additional  software  comes  with a  separate  EULA,  then  such
          software  is licensed to you under the terms of the EULA and not under
          this Agreement.

     (e)  Internal  Use.  You may use  Software  Products  licensed  under  this
          Agreement  for your  internal use, so long as: (1) you report such use
          in your  Monthly  Use  Report;  and,  (2) such use is less than  fifty
          percent  (50%) of the total use of such  Software  Products  by all of
          your Customers (calculated on a product-by-product basis) each month.

     (f)  Copying and  Distribution  of Software  Products  and Related  Printed
          Materials. For purposes of installation and back-up only, you may make
          one (1) copy of the Media containing the Software Products for each of
          your  data  centers.  You  must  include  on  the  backup  copies  all
          copyright,  trademark and proprietary  notices  contained in or on the
          Software Products.  You may not distribute any Media containing Server
          Software to any Customer or to any other third party.  So long as your
          Customer Agreements comply with Section 8(b) below, you may distribute
          Media containing only Client Software and/or  Redistribution  Software
          to your Customers.  You may not copy any Related Printed Materials. If
          a Software  Product  contains  documentation  that is provided only in
          electronic  form,  you  may  print  one (1)  copy  of such  electronic
          documentation for your own use.

     (g)  Distribution of Software  Services Through  Resellers.  You may resell
          and distribute your Software  Services  through one or more Resellers,
          subject to the terms of this  Section 3(g) and the other terms of this
          Agreement.

          (1)  Identification  of Resellers.  In connection  with any compliance
               verification  under Section 9(b), you will provide Microsoft with
               the name and address of your Reseller(s).

          (2)  Limited  Right.  If you  permit a  Reseller  to  distribute  your
               Software  Services,  your  agreement with the Reseller must state
               that further distribution of the services other than to Customers
               is not permitted.

          (3)  Copying and Distribution of Software Products by Resellers.  Your
               Reseller's  Customer  Agreements  must comply with  Section  8(a)
               below. So long as your Reseller's Customer Agreements comply with
               Sections  8(b) and 8(e) below,  you may authorize the Reseller to
               distribute   Media   containing   only  Client   Software  and/or
               Redistribution  Software  to its  Customers.  If  you  distribute
               Client Software and/or Redistribution Software to a Reseller, you
               will be legally  responsible  to Microsoft  for any  unauthorized
               installation, use, copying, access or distribution of such Client
               Software and/or Redistribution Software by such Reseller.

          (4)  Reporting  Use.  You  are  responsible  for   consolidating   all
               information  regarding  the use of the Software  Products (in the
               form of  Software  Services)  by your  Reseller's  Customers  and
               reporting  such  information  to  Microsoft  in your  Monthly Use
               Report.

          (5)  Termination  of Right.  Any  termination  or  expiration  of this
               Agreement will  automatically  terminate any rights granted under
               this Section 3(g).


                                  Page 6 or 22
<PAGE>

          (h)  Affiliates.  You may grant to your  Affiliates the rights granted
               to you  under  this  Agreement,  so long as each  Affiliate:  (1)
               executes an Affiliate Agreement in substantially  similar form to
               the  agreement  contained  in Exhibit A prior to  exercising  any
               rights  under this  Agreement;  and (2) remains an  Affiliate  as
               defined  herein.  You will  keep on file all  executed  Affiliate
               Agreements  and  deliver  them to  Microsoft  upon  request.  You
               unconditionally   and   irrevocably   guarantee  the  Affiliate's
               compliance  with  the  terms  of this  Agreement;  however,  your
               Affiliates do not submit  Monthly Use Reports to  Microsoft.  You
               are responsible for consolidating  all information  regarding the
               use of the Software  Products by your  Affiliates  and  reporting
               such  information  to Microsoft in your Monthly Use Reports.  You
               and your Affiliate  will be jointly and severally  liable for any
               breach  of the  terms  of  this  Agreement  or the  SPUR  by such
               Affiliate.

          (i)  Customer  Demonstrations.  You  may  permit  your  employees  and
               authorized  persons  acting on your  behalf to  demonstrate  your
               Software  Services to prospective  Customers,  so long as the use
               rights for the Software  Product(s)  that you want to demonstrate
               (contained in the SPUR) do not restrict such use. You do not need
               to report demonstrations of the Software Products in your Monthly
               Use Report; however, you may not have more than fifty (50) active
               User  IDs for  demonstration  purposes.  You will  keep  accurate
               records  of  all  demonstrations,   including  the  name  of  the
               prospective  Customer  and the number of User IDs involved in the
               demonstration;  and you will  make  such  records  available  for
               inspection  in  connection   with  any  compliance   verification
               conducted under Section 9(b).

          (j)  Customer  Evaluations.  You  may  use the  Software  Products  to
               provide Software Services on a trial basis to your Customers, for
               up to thirty  (30) days per  Customer,  solely for the purpose of
               evaluation of such Software  Services by such Customers,  so long
               as: (1) the use rights for the Software Product(s)  (contained in
               the SPUR) do not restrict  such use;  (2) the Customer  Agreement
               between you and the Customer meets the  requirements of Section 8
               below; and (3) you do not charge or impose any fee on, or receive
               any benefit from, the Customer in connection  with  evaluation of
               the Software  Services.  You do not need to report evaluation use
               of the  Software  Products in your  Monthly Use Report.  You will
               keep accurate records of all Customer evaluations,  including the
               name and address of the prospective Customer and the total number
               of User IDs  involved in the  evaluation;  and you will make such
               records   available  for   inspection  in  connection   with  any
               compliance verification conducted under Section 9(b).

          (k)  Evaluation and Testing of Software Products.  You may install and
               use the Software  Products on Servers  connected to your internal
               network(s)  for the purpose of internal  testing and  evaluation.
               You do not need to report  such use of the  Software  Products in
               your  Monthly  Use Report.  For  Software  Products  commercially
               released  on or  before  the  Effective  Date,  you may  test and
               evaluate such products for a period of ninety (90) days beginning
               on the Effective Date. For Software  Products  released after the
               Effective  Date,  you may test and evaluate  such  products for a
               period of ninety (90) days  beginning on the  commercial  release
               date of such products.

          (1)  Data  Center  Outsourcing.  Subject to the terms  imposed in this
               Section 3(l),  you may install  Server  Software on Servers under
               the   day-to-day   management   and  control  of  a  third  party
               ("Outsourcing  Company")  who  performs  data  center  management
               services for you.

               (1)  Identification  of Outsourcing  Company.  In connection with
                    any  compliance  verification  under Section 9(b),  you will
                    provide   Microsoft   with  the  name  and  address  of  the
                    Outsourcing Companies providing services to you.

               (2)  Scope  of  Use.  You  are   responsible   for  all  of  your
                    obligations under this Agreement  regardless of the physical
                    location of the Servers containing the Server Software.  The
                    Outsourcing  Company's  access to and use of Server Software
                    is limited to performing data center administration, testing
                    and/or  maintenance  support  services  for  you  only.  The
                    Outsourcing  Company  may  not  access  or  use  the  Server
                    Software  for  any  other  purpose.   You  will  be  legally


                                  Page 7 or 22
<PAGE>

                    responsible to Microsoft for any unauthorized  installation,
                    use, copying,  access or distribution of the Server Software
                    by the Outsourcing Company.

               (3)  Data Center  Inspection.  In connection  with any compliance
                    verification  under  Section  9(b)  Microsoft  may conduct a
                    reasonable  inspection  of all Servers that  contain  Server
                    Software at the Outsourcing  Company's data center(s).  Your
                    agreement  with the  Outsourcing  Company  must  permit this
                    inspection by Microsoft.  Any  inspection  will be conducted
                    during regular  business hours at the Outsourcing  Company's
                    facilities, with at least five (5) days prior notice, and in
                    such a  manner  as not to  interfere  unreasonably  with the
                    operations of the Outsourcing Company.

               (4)  Copies of Software Products.  Upon termination or expiration
                    of your agreement with an Outsourcing  Company, you will use
                    all  commercially  reasonable  efforts  to:  (i)  remove alt
                    copies  of  Server  Software  installed  on the  Outsourcing
                    Company's  Servers or otherwise  render such Server Software
                    permanently  unusable;  and (ii) ensure that the Outsourcing
                    Company  returns  or  destroys  all  copies of the  Software
                    Products in its possession or under its control.

          (m)  Server  Administration  and Maintenance.  You may authorize up to
               twenty (20) employees or authorized persons acting on your behalf
               per data center  (including  persons  employed by an  Outsourcing
               Company performing  services for you under Section 3(l) above) to
               have  access  to and use the  services  or  functionality  of the
               Software  Products for the sole  purpose of fisting,  maintenance
               and administration of the Software  Products.  You do not need to
               report  such use of the  Software  Products  is your  Monthly Use
               Report.

          (n)  Use of Trademarks  and Logos.  This  Agreement does not grant you
               any rights to any Microsoft  trademarks,  logos or service marks.
               You may make descriptive  references to Microsoft's  non-stylized
               word  marks  in   documentation,   advertising,   and   marketing
               materials, including web pages, according to Microsoft's standard
               trademark     guidelines     (available     for     viewing    at
               www.microsoft.com/trademarks).  You do not have permission to use
               any Microsoft  logo without a license from  Microsoft.  Microsoft
               logo    license     information     can    be    obtained    from
               http://www.microsoft.com/trademarks  or by contacting  Microsoft.
               Microsoft's  legal or equitable  rights to protect its trademarks
               against   infringement,   dilution,   or  other  misuse  are  not
               restricted by this Agreement.

          (o)  Compliance  with  License  Requirements.  You  will  inform  your
               employees,  agents,  and other individuals who have access to the
               Software  Products that the Software Products (1) are licensed by
               Microsoft,  (2) may  only be used  subject  to the  terms of this
               Agreement,  and (3) may not be copied,  transferred  or otherwise
               used in  violation of such terms.  You will use all  commercially
               reasonable  efforts to  prevent  any  unauthorized  distribution,
               copying, use, or pirating of the Software Products.

     4.   SERVICES PROVIDER USE RIGHTS.

          (a)  Version Specific.  Your use of any Software Product is subject to
               the applicable  use rights  contained is the SPUR. The use rights
               for the Software Products are  version-specific.  Once use rights
               for a  version  of a  Software  Product  are  added to the  SPUR,
               Microsoft  will not change the use rights for such version during
               the Term. However,  Microsoft may revise the SPUR during the Term
               in order to add use rights  for new  Software  Products,  add use
               tights for new  versions of Software  Products,  remove  Software
               Products, or make non-material changes to the SPUR.

          (b)  Publication.  The SPUR is published  periodically  on a Microsoft
               Designated   Web  Site  that  Microsoft  will  identify  to  you.
               Microsoft  will  publish  revisions to the SPUR no later than the
               first  day of  the  month  one  (1)  calendar  month  before  the
               effective date of the revised SPUR.


                                  Page 8 or 22
<PAGE>

          (c)  Effective  Date.  The  effective  date of a revised  SPUR will be
               stated in the SPUR.  The effective  date will be at least one (1)
               calendar  month  after  the  publication  date as  provided  undo
               Section 4(b) above. If a new Software  Product (or new version of
               a Software  Product) is the subject of a SPUR  revision,  you may
               begin to license the new Software  Product on the effective  date
               of the new SPUR.

          (d)  Removal of  Software  Products  from SPUR.  You may  continue  to
               license any Software Product that is removed from the SPUR if (1)
               you were  licensing the removed  Software  Product at the time of
               its removal from the SPUR, and (2) Microsoft has not notified you
               (in  accordance  with  Section  l6(d)  below)  that the  Software
               Product was removed from the SPUR due to an intellectual property
               infringement  claim  or in  accordance  with  a  court  or  other
               governmental  order.  The use rights  applicable  to any  removed
               Software  Product  will be those  stated  in the SPUR that was in
               effect immediately prior to removal of the Software Product.

     5.   MONTHLY USE REPORTS.

          (a)  Reporting Use; Zero Use. You must report your use of the Software
               Products  each  month  of the  Term by  submitting  either  (1) a
               Monthly  Use  Report  through  MOET or (2) a Zero Use  report  by
               e-mail to the following  e-mail address:  selquest@microsoft.com.
               Microsoft  will  provide you with details  concerning  the use of
               MOET before this  Agreement  is approved by  Microsoft.  You will
               provide all applicable  information  requested in the Monthly Use
               Report,  including  but not limited to, the total  number of SALs
               and PLs required for each Software Product licensed by you during
               the  preceding  calendar  month.  If  you  grant  rights  to  any
               Affiliates or to any  Resellers  under this  Agreement,  you must
               incorporate and consolidate their use of the Software Products in
               your Monthly Use Report.

               A report of Zero Use,  if  applicable,  must  contain a statement
               that you, your Affiliates (if any) and Resellers (if any) did not
               use any of the  Software  Products to provide  Software  Services
               during the previous calendar month.

          (b)  Submission;  Failure to Submit.  You must  submit the Monthly Use
               Report  through MOET,  or submit a Zero Use report by e-mail,  no
               later  than  fifteen  days  (15)  days  after the last day of the
               calendar  month  covered  by  the  report.   A  duly   authorized
               representative  of your  company  must  certify  the  Monthly Use
               Report  (or Zero Use  report,  if  applicable)  as  accurate  and
               complete.  The failure to timely  submit a complete  and accurate
               Monthly Use Report each month (or Zero Use report, if applicable)
               will be a breach of this Agreement  under Section  10(c)(2).  For
               purposes of this Section 5 and Section 6(e) below, "timely" means
               that  Microsoft  has  received the report by the stated due date,
               "accurate" means that you have correctly  filled-in all reporting
               fields  in  the  report,  and  "complete"  means  that  you  have
               filled-in all required reporting fields in the report.

          (c)  Modification  of Reporting  Structure.  Microsoft may  reasonably
               revise the format of the  Monthly  Use Report  submitted  through
               MOET from  time-to-time,  as well as specify  another  electronic
               format and procedure for  submitting  Monthly Use Reports  and/or
               Zero Use  reports.  Microsoft  will  notify you of any  reporting
               changes  by  publishing  the  revised  form  or  procedures  on a
               Microsoft  Designated Web Site no later than the first day of the
               month one (1)  calendar  month before the changes go into effect.
               You will not be  required to submit more than one (1) Monthly Use
               Report per month.

          (d)  Final Monthly Use Report.  Upon termination or expiration of this
               Agreement,  you will  submit,  within  thirty (30) days,  a final
               Monthly Use Report (or Zero Use report,  as applicable)  covering
               your use of the Software  Products up to the date of  termination
               or expiration.

          (e)  Assistance  With  Reporting.  Upon  request,  Microsoft  will use
               commercially  reasonable efforts to assist you with reporting and
               will work with you to facilitate the monthly reporting process.


                                  Page 9 or 22
<PAGE>

          (f)  Use of Information.  Microsoft will use information provided in a
               Monthly Use Report only for revenue calculation, internal revenue
               allocation,  compliance,  and billing  purposes.  Microsoft  will
               treat such information as Confidential Information.

     6. PRICING; INVOICES; PAYMENT TERMS AND REBATES.

          (a)  Pricing and Invoices.  Using the SAL and PL unit prices stated in
               the Price List, Microsoft will invoice you monthly based upon the
               number of SALs and PLs reported in your Monthly Use Report.  Your
               monthly  invoice  will  include any  internal use of the Software
               Products as reported by you in your Monthly Use Report.

          (b)  Adding  and  Removing  Software  Products  from the  Price  List.
               Microsoft  may  periodically  change  the Price List by adding or
               removing Software  Products.  Microsoft will publish revisions to
               the Price List on a Microsoft  Designated  Web Site no later than
               the  first day of the month one (1)  calendar  month  before  the
               effective date of the revised Price List. The continued licensing
               of Software  Products removed from the Price List is described in
               Section 4(d).

          (c)  Pie Changes. Microsoft will not increase the prices stated in the
               Price List until  January 1, 2003.  Starting  on January 1, 2003,
               Microsoft  may increase the prices  stated in the Price List once
               per calendar year. Any price increase for a Software Product will
               not exceed,  on a percentage  basis,  any price  increase for the
               same  Software  Product for the same  calendar year under the "No
               Level" price level of Microsoft's  Open licensing  program or its
               equivalent  under  any  successor  (to Open)  licensing  program.
               Microsoft  will not  otherwise  increase the prices stated in the
               Price List during the calendar year. Microsoft will notify you of
               any  price  changes  by  publishing  a  revised  Price  List on a
               Microsoft  Designated  Web Site no later  than  December 1 in any
               calendar year  (commencing on December 1, 2002), and such changes
               will become effective on January 1 of the following year.

          (d)  Payment  Terms.  All amounts  payable by you under this Agreement
               are due and owing thirty (30) days after the date of  Microsoft's
               invoice.  If payment is not received by Microsoft by the due date
               stated in the  invoice,  you may be  assessed  a  finance  charge
               (accruing from the due date until payment is received) of one and
               one-half  percent  (1.5%) of the invoice  amount per month or the
               legal maximum,  whichever is less. You agree to pay all Microsoft
               invoices  regardless  of whether you have  received  payment from
               your Customers and/or Resellers.  You will pay the full amount of
               the  invoice  in U.S.  Dollars  (or  Canadian  Dollars if you are
               located in  Canada) by bank wire  transfer  or  electronic  funds
               transfer  through  an  Automated   Clearing  House  ("ACH")  with
               electronic  remittance  detail  attached.  You will  include  the
               Agreement  number and the Microsoft  invoice  number,  if any, on
               each  electronic  payment.  You may not withhold  payment or make
               deductions  to any payment  prior to the  issuance of a credit by
               Microsoft   for  rebates,   billing   errors  or  for  any  other
               appropriate reasons.

               Depending on your location,  you will remit payment each month to
               one of the  following  accounts  (or  such  other  account(s)  as
               Microsoft may specify in writing):


                                  Page 10 or 22
<PAGE>


                                        [***] - CONFIDENTIAL TREATMENT REQUESTED

               (All locations in the Americas except  Canada):  (Use only if you
               are located in Canada):

               [***]                              [***]

               Remittance  detail for wire transfers must also Remittance detail
               for wire transfers must also be sent either by fax or e-mail:  be
               sent either by fax or e-mail:

               Fax:(425)936-7329,  Attention:    Fax: (425) 936-7329, Attention:
               Special Agreements Payments       Special Agreements Payments

               E-mail:  spagpay@microsoft.com    E-mail   spagpay@microsoft.com

          (e)  Rebates. You may cam a semi-annual rebate from Microsoft of up to
               [***] percent ([***]%) of the total amount stated in your monthly
               invoices  (the "Rebate  Amount").  You may earn:  (1) up to [***]
               percent  ([***]%) of the Rebate  Amount for the timely,  accurate
               and complete submission of your Monthly Use Report; and (2) up to
               [***]  percent  ([***]%)  of the  Rebate  Amount  for the  timely
               payment of your monthly  invoice.  Your entitlement to the Rebate
               Amount will be measured on a  month-to-month  basis every six (6)
               calendar months (i.e.,  January 1st to June 30th, and July 1st to
               December 31st, each a "Rebate Period").  If the Effective Date of
               this  Agreement  falls  within  a Rebate  Period,  you may earn a
               prorated  rebate  based upon the number of whole  months  falling
               within the Rebate Period.

               (1)  Payment.  If you earn all or a portion of the Rebate  Amount
                    during a Rebate  Period,  it will be paid to you in the form
                    of an invoice  credit  that will be  applied to the  monthly
                    invoice  sent to you three (3)  months  after the end of the
                    applicable  Rebate Period (e.g., the October invoice for the
                    January  - June  Rebate  Period).  If you  are  entitled  to
                    receive a rebate  following  the end of the Term,  Microsoft
                    will apply the rebate to your final invoice. However, if you
                    are in breach of any of the terms of this  Agreement  at the
                    time of issuance  of a rebate,  your rebate will be withheld
                    until  you cure  the  breach;  and,  if you fail to cure the
                    breach in accordance with Section 10(c)(2), you will forfeit
                    the rebate.

               (2)  Rebate  Disputes.  You must notify  Microsoft  of any issues
                    regarding  the  amount of the Rebate  Amount  issued (or not
                    issued) to you no later than sixty (60) days  following your
                    receipt (or failure to receive) a credit for the  applicable
                    Rebate  Period.  You waive any and all right to dispute  the
                    amount of a credit  if you do not  notify  Microsoft  within
                    such sixty (60) day period.

          (f)  Taxes.  The unit  prices  stated in the Price List do not include
               any applicable  taxes  (including,  without  limitation,  income,
               property,  franchise, gross receipts, goods and services, excise,
               sales,  use, and value added tams),  duties,  fees,  tariffs,  or
               other   governmental   charges  or  expenses   (individually  and
               collectively "Taxes").


                                  Page 11 or 22
<PAGE>




               (1)  Liability for Taxes.  You will pay all applicable Taxes (and
                    any penalties,  interest,  or other additions to such Taxes)
                    now or  hereafter  imposed,  levied  or  assessed  by a duly
                    constituted and authorized  taxing authority on the Software
                    Products  licensed  by you under  this  Agreement  or on any
                    transactions  arising  out of or  related  to yew use of the
                    Software  Products  (including,  but  not  limited  to,  the
                    Software Services  provided by you).  "Taxes" do not include
                    taxes that  Microsoft is  obligated to pay under  applicable
                    law that are based on the net worth,  capital,  property, or
                    income  of   Microsoft   or  taxes   impaled  by  reason  of
                    Microsoft's  doing  business  or  being  incorporated  in  a
                    jurisdiction.

               (2)  Billing  and   Collection.   If  Microsoft  is  required  or
                    permitted to collect  Taxes from you under  applicable  law,
                    and  if  such  Taxes  are  your  responsibility  under  this
                    Agreement,  then  Microsoft  will include the amount of such
                    Taxes in your  monthly  invoice  ("Collected  Taxes").  Upon
                    request,  Microsoft  will  provide you with tax  receipts or
                    other  evidence  indicating  that Microsoft has remitted the
                    Collected Taxes to the appropriate taxing authority.

                    If you provide a tax exemption certificate to Microsoft that
                    is  acceptable to Microsoft  and to the  appropriate  taxing
                    authority    (including    without   limitation   a   resale
                    certificate),   then,   after  the  date  upon   which  such
                    certificate  is received in proper form,  Microsoft will not
                    collect the Taxes covered by such certificate.

               (3)  Failure to Pay Taxes.  If you fail to pay any Taxes that are
                    your responsibility  under this Agreement,  and if Microsoft
                    is  required  to pay  such  Taxes on your  behalf,  you will
                    reimburse  Microsoft  for the  full  amount  of such  Taxes,
                    including  any  interest,   penalties,  costs  and  expenses
                    (including reasonable attorneys' fees) incurred by Microsoft
                    resulting from your failure.

               (4)  Withholding by Foreign Tax Authorities.  If you are required
                    to withhold  Taxes from  payments  made by you to  Microsoft
                    under this  Agreement,  you may  deduct  such Taxes from the
                    amount owed Microsoft and pay them to the appropriate taxing
                    authority.  In such event, you will promptly obtain and send
                    to Microsoft an official receipt for any such Taxes withheld
                    or other documents  necessary to enable Microsoft to claim a
                    U.S.  Foreign  Tax  Credit.   You  will  be  responsible  to
                    Microsoft for any amounts withheld by you for which you have
                    not delivered to Microsoft such official  receipt.  You will
                    minimize the amount of withheld Taxes to the extent possible
                    under applicable law.

     7.   SUPPORT SERVICES.

          (a)  Microsoft  Support.  Product  support is not included  under this
               Agreement. You may obtain product support services from Microsoft
               under a separate agreement.

          (b)  Customer  Support  Requirements.  You will  provide  commercially
               reasonable   support  to  your   Customers   by   obtaining   and
               continuously   maintaining:   (1)  a  Microsoft  Premier  support
               services  agreement;  (2) support  services through the Microsoft
               Professional  support  program with  prepayment  for at least ten
               (10)  incidents;  or (3) support  services that are equivalent to
               either  (1) or (2)  above  from a third  party  support  services
               provider.

     8.   CUSTOMER AGREEMENTS.

          (a)  Minimum  Required  Terms.  Your  Customer  Agreements  will, at a
               minimum,  contain terms  protective of Microsoft as follows:  (i)
               terms that are at least as protective of Microsoft's intellectual
               property  rights as the terms  contained  in Section  3(b)(3) and
               3(b)(4) above;  (2) terms that disclaim,  to the extent permitted
               by applicable  law, all warranties by Microsoft and any liability
               by  Microsoft  for any  damages,  whether  direct,  indirect,  or
               consequential, arising from the use of the Software Services; and

                                  Page 12 or 22
<PAGE>

               (3) terms stating that product support for the Software  Services
               are provided by you and are not provided by Microsoft.

          (b)  Customer License Terms. If you distribute  Client Software and/or
               Redistribution  Software in order to provide Software Services to
               your  Customers,   you  will  incorporate,   into  your  Customer
               Agreements  for any Customers  that require such Client  Software
               and/or  Redistribution  Software,  terms and conditions  that are
               substantially  similar  to, and in any event no less  restrictive
               than,  the  Customer  License  Terms  contained  in Exhibit B. In
               addition,  if you distribute  Redistribution  Software,  you will
               also incorporate into your Customer Agreements (but only for such
               Customers  that will be using such  Redistribution  Software) the
               applicable  terms  contained  in  the  SPUR  regarding  the  use,
               modification,  copying and/or distribution of such Redistribution
               Software.  You  may,  subject  to  confidentiality  restrictions,
               disclose the SPUR to your Affiliates.  Customers and Resellers in
               order to fulfill these obligations.

          (c)  Compliance. At any time during the Term, if Microsoft believes in
               good faith that any Customer is not  complying  with the Customer
               License Terms, you will cooperate in good faith with Microsoft in
               investigating and remedying such non-compliance.

          (d)  Failure to Flow-Dawn  Customer License Terms. You will be legally
               responsible to Microsoft for any unauthorized installation,  use,
               copying,   access  or  distribution  of  Client  Software  and/or
               Redistribution  Software  by a  Customer  if  you  fail  to:  (1)
               incorporate,  into your Customer  Agreements  as required  above,
               terms and  conditions  that are  similar  to, and in any event no
               less  restrictive  than, the Customer  License Terms;  and/or (2)
               require  your  Resellers  to  incorporate,  into  their  Customer
               Agreements  as  required   under  Section   3(g)(3),   terms  and
               conditions that are substantially similar to, and in any event no
               less restrictive than, the Customer License Terms .

          (e)  Copies of  Software  Products.  Upon  termination  of a  Customer
               Agreement,  you will rise all commercially reasonable efforts to:
               (1) remove all copies of Client  Software  and/or  Redistribution
               Software  from the  Customer's  Devices or otherwise  render such
               software permanently  unusable;  and (2) ensure that the Customer
               returns  or  destroys  all  copies  of  Client   Software  and/or
               Redistribution Software in its possession.

     9.   RECORD KEEPING AND VERIFYING COMPLIANCE.

          (a)  Record Keeping. During the Term and for two (2) years thereafter,
               you will keep records of your use of the Software  Products,  the
               use of the Software  Products by your  Affiliates  (if any),  the
               Software  Services  provided  by you and/or  your  Affiliates  to
               Customers end through  Resellers,  and all other records that are
               required to be kept under this Agreement.

          (b)  Verifying   Compliance.   Microsoft   has  the  right  to  verify
               compliance with this Agreement,  at its expense,  during the Term
               and for two (2) years  thereafter.  Such  verification  will take
               place at your  facilities  upon not less than  five (5)  business
               days prior notice,  during normal  business hours and is a manner
               that  does  not  interfere  unreasonably  with  your  operations.
               Microsoft will engage an independent accountant from a nationally
               recognized  public  accounting  firm   ("Independent   Auditor"),
               selected by  Microsoft,  to verify  compliance.  The  Independent
               Auditor will be subject to a confidentiality obligation. You will
               provide  the  Independent  Auditor  with  access to the  relevant
               records, information and facilities, including access to any data
               center(s)  or  facilities  where  Server  Software is  installed.
               Microsoft  may  also  require  you  to   accurately   complete  a
               self-audit  questionnaire  relating  to your use,  and the use by
               your  Affiliates  (if any), of the Software  Products.  Microsoft
               will treat  information  disclosed by you during  verification or
               self-audit  as   Confidential   Information  and  will  use  such
               information  only to enforce its rights under this  Agreement and
               any  applicable  laws,  and  to  determine  whether  you  ace  in
               compliance  with the terms of this  Agreement.  By  invoking  the
               rights and procedures  described above,  Microsoft does not waive
               its  right  to  enforce   this   Agreement   or  to  protect  its
               intellectual property by any other means permitted by law.


                                  Page 13 or 22
<PAGE>

          (c)  Unreported Use. If verification or self-audit  reveals unreported
               use of the Software Products,  you must promptly order sufficient
               PLs and/or SALs to cover all such unreported use. If verification
               or self-audit  reveals  material  unreported  use of the Software
               Products,  in addition to promptly ordering sufficient PLs and/or
               SALs to cover the  unreported  use, you must also pay  Microsoft:
               (1) an  additional  fee of  fifteen  percent  (15%) of the prices
               stated in the then current Price List for each SAL and/or PL that
               you ere required to order; plus (2) the reasonable costs incurred
               by Microsoft  to conduct the  verification.  In addition,  in any
               case  where  material  unreported  use of a  Software  Product is
               found,  it will be presumed that such  unreported  use began upon
               commencement of each Customer  relationship with you, unless your
               records  reasonably  demonstrate  that  such  unreported  use was
               limited in scope and duration. For purposes of this Section 9(c),
               "material  unreported use" will exist if your use of the Software
               Products,  as reported in your Monthly Use Reports,  is less than
               ninety-five percent (95%) of your actual use (as disclosed during
               verification  or self-audit).  If verification  does not disclose
               material unreported use of the Software Products,  Microsoft will
               not undertake another verification or self-audit for at least one
               (1) year, unless Microsoft  receives  information that would lead
               it to believe in good faith that material  unreported  use of the
               Software Products has occurred since the previous verification.

     10.  TERM AND TERMINATION.

          (a)  Term. The term of this  Agreement is three (3) years,  commencing
               on the Effective  Date (the "Term"),  unless the Term is extended
               or this Agreement is otherwise terminated as provided below.

          (b)  Term Extension. If you are not in breach of this Agreement on the
               last day of the Term, and if you have  continuing  obligations to
               provide  Software  Services  under existing  Customer  Agreements
               which extend  beyond the end of the Term,  then you may obtain an
               extension of the Term of this  Agreement  for the sole purpose of
               providing Software Services to such existing Customers.  In order
               for the Term extension to apply, you must notify Microsoft of the
               extension in  accordance  with Section 16(d) no later than thirty
               (30)  days  before  the end of the  Term,  and your  notice  must
               include  the total  number of  Customer  Agreements  that  extend
               beyond the end of the Term and their respective expiration dates.
               The Term  extension  will be  limited  to the  longest  remaining
               contract   period  between  you  and  an  existing   Customer  or
               thirty-six (36) months,  whichever period of time is shorter. You
               may not provide  Software  Services to any new Customers  under a
               Term extension of this Agreement nor provide Software Services to
               say existing Customer beyond the remaining contract period of the
               existing  Customer  Agreement.  Except as stated in this  Section
               10(b),  there is no express or implied obligation on either party
               to renew or extend this Agreement upon termination or expiration;
               and, if the Term of this Agreement is extended in accordance with
               the terms imposed here,  such extension does sot create any right
               or obligation to continue such  relationship on the same terms as
               those  contained in this Agreement after the Term extension ends.
               Notwithstanding  extension of the Term,  this  Agreement  is, and
               will always be interpreted  as, a fixed term agreement and not an
               indefinite term agreement.

          (c)  Termination of the Agreement.

               (1)  Termination  Without Cause. You may terminate this Agreement
                    without  cause,  so  long as you  provide  sixty  (60)  days
                    advance  notice to  Microsoft  in  accordance  with  Section
                    16(d).

               (2)  Termination for Breach. A party may terminate this Agreement
                    due  to  breach  by  the  other  party  (including,  without
                    limitation,  any breach of the use rights  contained  in the
                    SPUR).  A notice  of  breach  describing  the  nature of the
                    breach  must  first  be  sent  to  the  breaching  party  in
                    accordance  with Section  16(d).  This Agreement will not be
                    terminated  if the  breaching  party cures the breach within
                    thirty (30) days after receipt of notice.


                                  Page 14 or 22
<PAGE>

               (3)  Termination by Microsoft.  Notwithstanding  Section 10(c)(2)
                    above, without prejudice to any other rights,  Microsoft may
                    immediately  terminate  this Agreement by providing you with
                    notice in  accordance  with Section 16(d) if: (i) you breach
                    Section  16(a)  ("Assignment");  (ii) there are three  (3)or
                    more material breaches by you of the use rights contained in
                    the SPUR; (iii) you engage in, or participate with any third
                    party   in,   the   unauthorized    manufacture,    copying,
                    distribution or use of any Software  Products,  or otherwise
                    engage  in  the  infringement  of  Microsoft's  intellectual
                    property  rights;  (iv)  you  make  any  assignment  for the
                    benefit of creditors,  file a petition in bankruptcy, or are
                    adjudged  bankrupt or become  insolvent or are placed in the
                    hands  of a  receiver,  or (v) you  report  Zero Use in your
                    Monthly Use Report for more than six (6) consecutive months.
                    In addition,  if you fail to maintain  "Microsoft  Certified
                    Partner" member-level status (or equivalent status under any
                    successor  program) at all times during the Term,  Microsoft
                    may  terminate  this  Agreement  upon thirty (30) days prior
                    written  notice,  so long as such failure is not  thereafter
                    corrected within such thirty (30) day period.

          (d)  Obligations  on Termination  or  Expiration.  The  termination or
               expiration of this  Agreement  will  automatically  terminate all
               license rights granted under this Agreement.  Upon termination or
               expiration of this Agreement, you must return to Microsoft, or at
               Microsoft's  direction,  destroy  and  certify to  Microsoft  the
               destruction  of,  all  copies  of the  Software  Products,  their
               component parts, and Related Printed Materials in your possession
               or control that were  obtained  from WWF and licensed  under this
               Agreement. You must likewise instruct all Affiliates,  Customers,
               and Resellers,  as applicable,  to do the same.  There will be no
               refund of amounts paid for Related Printed Materials or for Media
               containing  Software  Products  that  have  been so  returned  or
               destroyed.  Termination  or expiration of this Agreement will not
               affect  your right to use,  in  accordance  with the terms of the
               applicable  end user license  agreement  ("EULA"),  any Microsoft
               software  products  legally  obtained  and  licensed  under other
               Microsoft license agreements or through other authorized channels
               of distribution.

     11.  LIMITED WARRANTY.

          (a)  Software Product Limited Warranty.  Microsoft  warrants that each
               version of the Software  Products will perform  substantially  in
               accordance  with  its end user  documentation  ("Documentation").
               This  limited  warranty is valid for a period of ninety (90) days
               from the date you first copy,  install,  access,  run, display or
               otherwise  interact  with such version of the  Software  Products
               (the "Warranty  Period").  To the extent  permitted by applicable
               law,  any  warranties  imposed  by law  concerning  the  Software
               Products are limited to the same Warranty Period.

               If  you  notify  Microsoft  within  the  Warranty  Period  that a
               Software   Product  does  not  meet  this   warranty,   then,  at
               Microsoft's option,  Microsoft will either: (1) repair or replace
               such Software Product; or (2) refund the total amount paid by you
               for such Software Product.  Any software that repairs or replaces
               a Software Product is warranted for the remainder of the Warranty
               Period or thirty (30) days, whichever period is longer.

               THIS LIMITED WARRANTY DOES NOT APPLY TO REDISTRIBUTION  SOFTWARE,
               WHICH YOU ARE  PERMITTED  TO  REDISTRIBUTE  UNDER THE SPUR.  THIS
               LIMITED  WARRANTY IS VOID IF FAILURE OF THE SOFTWARE  PRODUCTS IS
               THE RESULT OF ACCIDENT,  ABUSE,  MISAPPLICATION  OR  UNAUTHORIZED
               MODIFICATION.

               THIS LIMITED  WARRANTY  DOES NOT APPLY TO ANY  SOFTWARE  PRODUCTS
               OBTAINED BY YOU FROM AN OEM. THE WARRANTY PROVIDED BY THE OEM, IF
               ANY,  WILL APPLY IN LIEU OF THE LIMITED  WARRANTY  STATED IN THIS
               SECTION 11(A).

               You do not have the  right to make on  behalf  of  Microsoft  any
               other  warranties  or promises  to any  Customer  concerning  any
               Software Product that are not contained in this Section 11(a).


                                  Page 15 or 22
<PAGE>

               After  expiration  of the Warranty  Period but during the Term of
               this  Agreement,   if  you  notify   Microsoft  of  any  material
               deviations  between  performance  of a Software  Product  and its
               Documentation,  and such deviations have been already reported by
               other Microsoft  licensees,  or, after your report,  are reported
               commonly by other  Microsoft  licensees and are  acknowledged  by
               Microsoft,   then  Microsoft  will  use  commercially  reasonable
               efforts to correct such deviations and provide corrections to you
               in the  form of a fix or patch at such  time as  Microsoft  makes
               such   corrections   generally   available  to  other   Microsoft
               licensees.

               The  foregoing  states  Microsoft's  entire  liability  and  your
               exclusive remedy for any breach of the limited warranty described
               in this Section 11(a).

          (b)  NO OTHER WARRANTIES.  EXCEPT FOR THE LIMITED WARRANTY PROVIDED IN
               SECTION 11(A) ABOVE,  TO THE EXTENT  PERMITTED BY APPLICABLE LAW,
               MICROSOFT DOES NOT MAKE ANY REPRESENTATIONS OR EXPRESS WARRANTIES
               AND DISCLAIMS ALL WARRANTIES,  DUTIES AND CONDITIONS WITH RESPECT
               TO THE SOFTWARE PRODUCTS,  WHETHER EXPRESS, IMPLIED OR STATUTORY,
               INCLUDING,  BUT NOT LIMITED TO, IMPLIED  WARRANTIES OR CONDITIONS
               OF  MERCHANTABILITY,  FITNESS FOR A PARTICULAR  PURPOSE,  LACK OF
               VIRUSES,  ACCURACY OR  COMPLETENESS  OF RESPONSES OR RESULTS,  OR
               CORRESPONDENCE TO DESCRIPTION.  THERE ARE NO WARRANTIES OF TITLE,
               NON-INFRINGEMENT,   QUIET  ENJOYMENT  OR  QUIET  POSSESSION  WITH
               RESPECT  TO THE  SOFTWARE  PRODUCTS.  THE  ENTIRE  RISK AS TO THE
               QUALITY OF OR ARISING OUT OF USE OR  PERFORMANCE  OF THE SOFTWARE
               PRODUCTS, IF ANY, REMAINS WITH YOU.

          (c)  Fault Tolerance. The Software Products are not fault-tolerant and
               are not designed,  manufactured  or intended for use with on-line
               control equipment in hazardous  environments  requiring fail-safe
               performance (e.g., the operation of nuclear facilities,  aircraft
               navigation or communication systems, air traffic control,  direct
               life support machines, or weapons systems environments), in which
               the  failure of the  Software  Products  could lead  directly  to
               death,   personal  injury,   or  severe  physical,   property  or
               environmental damage ("High Risk Activities").  MICROSOFT AND ITS
               SUPPLIERS  SPECIFICALLY  DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY
               OF FITNESS FOR HIGH RISK ACTIVITIES.

     12.  DEFENSE OF INFRINGEMENT CLAIMS.

          (a)  Duty to Defend. Microsoft will defend you against and, subject to
               Section l3(a),  will pay the amount of any adverse final judgment
               (or settlement to which Microsoft  consents),  resulting from any
               claims  by an  unaffiliated  third  party  that:  (1) a  Software
               Product infringes any copyright  enforceable in any jurisdiction;
               or  (2) a  Software  Product  infringes  any  patent  issued  and
               enforceable  in the  United  States  on or  before  the date this
               Agreement expires or is terminated.  Microsoft's obligation under
               this  Section  12(a)  is  subject  to  your  notifying  Microsoft
               promptly  in  writing  of the claim  and  giving  Microsoft  sole
               control  over  its  defense  or  settlement.   You  will  provide
               Microsoft with reasonable  assistance in defending the claim, and
               Microsoft  will  reimburse you for any  reasonable  out-of-pocket
               expenses incurred in providing such assistance.

          (b)  Exceptions to Duty.  Microsoft's  obligations under Section 12(a)
               will not apply to any  infringement  claim  that is based on your
               (1) use of the Software  Product after Microsoft  notifies you to
               discontinue  use  because  of  an  infringement   claim,  or  (2)
               combining the Software Product with a non-Microsoft product, data
               or  business  process if such claim would not have arisen but for
               such  combination,  or (3) altering the Software  Product if such
               claim  would not have  arisen but for such  alteration.  You will
               reimburse  Microsoft  for all  reasonable  costs or damages  that
               result from these actions.


                                  Page 16 or 22
<PAGE>

          (c)  Opportunity to Cure. If Microsoft receives information concerning
               an infringement  claim related to a Software  Product,  Microsoft
               may, at its expense and without  obligation  to do so, either (1)
               procure  for you  the  right  to  continue  to use the  allegedly
               infringing  Software Product,  or (2) modify the Software Product
               or  replace  it  with  a  functional   equivalent,   to  make  it
               non-infringing, in which case you must immediately stop using the
               allegedly  infringing  Software  Product.  If,  as a result of an
               infringement claim, your use of a Software Product is enjoined by
               a  court   of   competent   jurisdiction,   Microsoft   will  use
               commercially  reasonable  efforts to either  procure the right to
               continue its use,  replace the Software Product with a functional
               equivalent,   or  modify   the   Software   Product  to  make  it
               non-infringing.

          (d)  Other Third Party Claims.  If any other type of third party claim
               is  brought  against  you  regarding   Microsoft's   intellectual
               property  (i.e.,  any third party claim not covered under Section
               12(a)  above),  you must  notify  Microsoft  promptly in writing.
               Microsoft  may,  at its option,  choose to treat these  claims as
               being covered by this Section 12.

          (e)  Exclusive  Remedy.  The rights and remedies  granted to you under
               this Section 12 and Section 13  (Limitation  of Liability)  state
               Microsoft's  entire  liability  and your  exclusive  remedy  with
               respect to any claim of infringement of the intellectual property
               rights of a third  party,  whether  arising  under  statutory  or
               common law or otherwise.

     13.  LIMITATION OF LIABILITY.

          (a)  Limitation.  Microsoft's  liability  under this Agreement will be
               limited to the maximum  extent  permitted  by  applicable  law to
               direct  damages up to the amount  you have paid  Microsoft  under
               this  Agreement.  The  foregoing  limitation  does  not  apply to
               Microsoft's   obligation   to  pay  the  costs  of  defending  an
               infringement  claim under Section 12(a);  however,  the foregoing
               limitation does apply to Microsoft's  obligation to pay any final
               judgment  or  settlement  under  Section  12(a).  In the  case of
               Redistribution  Software,  Microsoft's total liability is limited
               to Five Thousand  Dollars (US $5,000) or its  equivalent in local
               currency.

          (b)  No Liability for Certain Damages. To the maximum extent permitted
               by applicable  law,  neither you or  Microsoft,  nor the parties'
               respective  Affiliates or suppliers,  will be legally responsible
               for  any  indirect  damages   (including,   without   limitation,
               consequential,  special,  punitive or incidental damages, damages
               for  loss of  profits  or  revenues,  loss of  privacy,  business
               interruption,  or loss of business  information),  arising out of
               the  use  of or  inability  to  use  the  Software  Products,  or
               otherwise  under or in connection  with this  Agreement,  even if
               advised of the possibility of such damages or if such possibility
               was  reasonably  foreseeable.  The exclusion of liability in this
               Section 13(b) does not apply to either  party's  liability to the
               other for  violation of the other party's  intellectual  property
               rights.

          (c)  Application.  The  limitations on and exclusions of liability for
               damages  in  this  Agreement  apply  regardless  of  whether  the
               liability  is  based  on  breach  of  contract,  tort  (including
               negligence),  strict or product liability, breach of warranty, or
               any  other  legal  theory,  and even if any  remedy  fails of its
               essential purpose.

     14.  COMPLIANCE WITH EXPORT LAWS. The Software Products licensed under this
          Agreement are of U.S. origin for purposes of U.S. export control laws.
          You will comply with all  applicable  international  and national laws
          that  apply  to the  Software  Products,  including  the  U.S.  Export
          Administration   Regulations,   as  well  as  end-user,   end-use  and
          destination  restrictions  issued by U.S. and other  governments.  For
          additional   information  on  exporting  of  Microsoft  Products,  see
          http://www.microsoft.com/exporting/.

     15.  CONFIDENTIALITY.

          (a)  Use of Confidential  information.  For a period of five (5) years
               after  disclosure,  neither  party  will  use the  other  party's
               Confidential   Information  without  the  other  party's  written

                                  Page 17 or 22
<PAGE>

               consent except in furtherance  of this business  relationship  or
               disclose the other party's  Confidential  Information except: (1)
               when  disclosure  is necessary  for a party to enforce its rights
               under this Agreement or any applicable laws; (2) to obtain advice
               from legal or financial consultants;  or (3) if compelled by law,
               in which case the party compelled to make the disclosure will use
               its  best   efforts  to  give  the  other  party  notice  of  the
               requirement so that the disclosure can be contested.  The parties
               will  take  reasonable  precautions  to  safeguard  each  other's
               Confidential  Information.  Such  precautions will be at least as
               great as those each party takes to protect  its own  confidential
               information.  A party may disclose the other party's Confidential
               Information to its  employees,  agents or  consultants,  provided
               that such  disclosures  are only on a need-to-know  basis and are
               subject to the  confidentiality  obligations  imposed here.  When
               Confidential  Information  is no longer  necessary  to perform or
               enforce  any  obligation  under this  Agreement,  each party will
               return  it to the  other  party  or  destroy  it at  the  other's
               request.

          (b)  Cooperation in the Event of Disclosure.  A party will immediately
               notify  the  other  upon  discovery  of any  unauthorized  use or
               disclosure of Confidential  Information and will cooperate in any
               reasonable  way to help the other party regain  possession of the
               Confidential Information and prevent further unauthorized use.

     16.  MISCELLANEOUS.

          (a)  Assignment.  You may not assign your rights or obligations  under
               this Agreement, whether by contract, merger, operation of law, or
               otherwise,  without  the  prior  written  consent  of  Microsoft.
               Microsoft will not unreasonably  withhold or delay its consent to
               a request for assignment.  Microsoft may assign this Agreement or
               any  portion  thereof  to any  Affiliate  without  your  consent.
               Microsoft will notify you of any such assignment in writing.  Any
               attempted  assignment  in  violation  of this Section is null and
               void.

          (b)  Order of Precedence. If there is any direct inconsistency between
               these Terms and Conditions  and any terms  contained in the SPUR,
               then these Terms and Conditions  will control.  However,  for the
               avoidance  of doubt,  in the event that a subject is addressed in
               the SPUR and not in these Terms and Conditions, then the terms in
               the SPUR will control.  The terms of this  Agreement will control
               over any purchase order you may send to Microsoft.

          (c)  Amendments.  This  Agreement,  except  for the SPUR and the Price
               List,  may be changed only by a written  amendment that is signed
               by an  authorized  representative  of each party.  Microsoft  may
               amend the SPUR in accordance with Section 4(a), and Microsoft may
               amend the Price List in accordance with Sections 6(b) and 6(c).

          (d)  Notices.  Except as  provided in Sections  4(b),  5(c),  6(b) and
               6(c),  all notices  under this  Agreement  must be addressed to a
               party (as specified on the first page of this Agreement) and sent
               by one of the following methods:  (1) postage prepaid,  certified
               or  registered  mail,  return  receipt  requested;  (2) overnight
               courier (e.g., DHL, Federal Express, Airborne),  charges prepaid,
               confirmation  requested;  or (3) facsimile,  with confirmation of
               delivery.  Notices will be deemed  delivered on the date shown on
               the  postal  return  receipt  or  on  the  overnight  courier  or
               facsimile confirmation of delivery.

          (e)  Applicable  Law. If this Agreement is with a Microsoft  Affiliate
               located outside of Europe, this Agreement will be governed by and
               construed in accordance with the laws of the State of Washington,
               U.S.A.,  exclusive  of its choice of law rules,  and the  federal
               laws of the United States.  If this Agreement is with a Microsoft
               Affiliate  located in Europe,  this Agreement will be governed by
               and  construed in accordance  with the laws of Ireland.  The 1980
               United Nations Convention on Contracts for the International Sale
               of Goods  and its  related  instruments  will  not  apply to this
               Agreement.


                                  Page 18 or 22
<PAGE>

          (f)  Dispute Resolution. If Microsoft brings an action to enforce this
               Agreement,  Microsoft will bring it in the jurisdiction where you
               have  your  company  headquarters.  If this  Agreement  is with a
               Microsoft Affiliate located outside of Europe, you will bring any
               action to  enforce  this  Agreement  in the State of  Washington,
               U.S.A. If this Agreement is with a Microsoft Affiliate located in
               Europe,  you will bring any action to enforce  this  Agreement in
               Ireland.  This choice of jurisdiction  and venue does not prevent
               either  party from  seeking  injunctive  relief with respect to a
               violation  of  intellectual   property  rights,   confidentiality
               obligations  or  enforcement or recognition of any award or order
               in any appropriate jurisdiction.

          (g)  Survival.  Sections  6(f),  9, 10(d),  12, 13, 15, and 16 of this
               Agreement  will survive the  termination  or  expiration  of this
               Agreement.

          (h)  Relationship.  This  Agreement  does not create a joint  venture,
               partnership,  agency,  representative,  franchise  or  employment
               relationship  between the parties.  This Agreement does not grant
               either  party the  authority  to act for the  other  party in any
               capacity or to make  commitments  of any kind for the account of,
               or on behalf of, the other party,  except to the extent expressly
               set forth in this Agreement.

          (i)  No Waiver.  No waiver of any breach of this Agreement  shall be a
               waiver of any other  breach,  and no  waiver  shall be  effective
               unless made in writing and signed by an authorized representative
               of the waiving party.

          (j)  Headings.  The paragraph and Section  headings in this  Agreement
               are inserted for convenience  only and will not in any way affect
               the meaning or construction of any provision of this Agreement.

          (k)  Severability. If a court holds any provision of this Agreement to
               be illegal,  invalid or unenforceable,  the remaining  provisions
               will remain in full force and effect and the  parties  will amend
               the  Agreement  to give  effect  to the  stricken  clause  to the
               maximum extent possible.


                                  Page 19 or 22
<PAGE>



                       EXHIBIT A: AFFILIATE AGREEMENT FORM

PRIOR TO EXERCISING ANY RIGHTS (INCLUDING BUT NOT LIMITED TO ANY USE OF SOFTWARE
PRODUCTS) UNDER YOUR SERVICES PROVIDER LICENSE AGREEMENT (THE "AGREEMENT"), EACH
AFFILIATE MUST EXECUTE AN AFFILIATE  AGREEMENT IN THE FORM SPECIFIED BELOW. BOTH
YOU AND THE  AFFILIATE  MUST KEEP THE EXECUTED  AFFILIATE  AGREEMENT ON FILE AND
MUST DELIVER IT TO MICROSOFT UPON REQUEST.


                [TO BE PRINTED ON AFFILIATE'S COMPANY LETTERHEAD]

                               AFFILIATE AGREEMENT

For good and valuable consideration,  [insert name of affiliate],  a corporation
organized under the laws of [insert name of jurisdiction]  ("Affiliate")  hereby
covenants  and agrees with  [insert  name of  contracting  Microsoft  Affiliate]
("Microsoft"),  that Affiliate will comply with all  obligations of [insert name
of company that has entered into the  Agreement  with  Microsoft] a  corporation
organized under the laws of [insert name of jurisdiction]  ("Company") under the
Microsoft  Services  Provider License  Agreement  between  Microsoft and Company
effective as of [insert Effective Date](the "Agreement").

Affiliate  acknowledges  and agrees that its agreement herein is a condition for
Affiliate  to exercise any of the rights  granted by Company to Affiliate  under
the terms of the Agreement.  Affiliate  acknowledges  and agrees that it will be
bound by the Terms and  Conditions  of the  Agreement  applicable to Company and
that it and Company will be jointly and  severally  liable to Microsoft  for all
obligations  related to  Affiliate's  exercise of any license  rights  under the
Agreement,  including  but not limited to, the payment of monthly fees under the
Agreement.  Notwithstanding  the  foregoing,  Affiliate  acknowledges  that  all
Monthly Use Reports and  payments to be provided by each  Affiliate to Microsoft
under the Agreement will be consolidated and provided to Microsoft each month by
Company on behalf of Affiliate.

Affiliate  acknowledges  and agrees that, in the event Affiliate ceases to be an
Affiliate  of Company (as such term  "Affiliate"  is defined in the  Agreement),
then the rights granted hereunder will automatically  terminate on the date that
Affiliate ceases to be an Affiliate of Company.

Any terms  used  herein  that are  defined in the  Agreement  will have the same
meaning as in the Agreement.

IN WITNESS WHEREOF,  a duly authorized  representative of Affiliate has executed
this document as of the date set forth below. All signed copies of this document
will be deemed originals.


_________________________________
(Name of Affiliate)

_________________________________
(Signature)

_________________________________
(Print Name and Title)

_________________________________
(Date)

                                  Page 20 or 22

<PAGE>


                        EXHIBIT B: CUSTOMER LICENSE TERMS

         You will use your name in place of references to "Company" below.

            TERMS AND CONDITIONS REGARDING USE OF MICROSOFT SOFTWARE

This document concerns your use of Microsoft  software,  which includes computer
software  provided  to you by  [COMPANY]  as  described  below,  and may include
associated media,  printed materials,  and "online" or electronic  documentation
(individually and collectively "SOFTWARE PRODUCT'S"). [COMPANY] does not own the
SOFTWARE  PRODUCTS  and the  use  thereof  is  subject  to  certain  rights  and
limitations  of which  [COMPANY]  needs to  inform  you.  Your  right to use the
SOFTWARE  PRODUCTS  is subject to your  agreement  with  [COMPANY],  and to your
understanding  of,  compliance  with and  consent  to the  following  terms  and
conditions, which [COMPANY] does not have authority to vary, alter or amend.

1.   DEFINITIONS.

     "CLIENT  SOFTWARE" means software that allows a Device to access or utilize
     the services or functionality provided by the Server Software.

     "DEVICE"  means each of a computer,  workstation,  terminal,  handheld  PC,
     pager,  telephone,  personal  digital  assistant,  "smart  phone," or other
     electronic device.

     "SERVER SOFTWARE" means software that provides services or functionality on
     a computer acting as a server.

     "REDISTRIBUTION SOFTWARE" means the software described in Paragraph 4 ("Use
     of Redistribution Software") below.

2.   OWNERSHIP  OF SOFTWARE  PRODUCTS.  The  SOFTWARE  PRODUCTS  are licensed to
     [COMPANY] from an affiliate of the Microsoft Corporation ("Microsoft"). All
     title and intellectual property rights in and to the SOFTWARE PRODUCTS (and
     the constituent elements thereof,  including but not limited to any images,
     photographs,   animations,   video,   audio,   music,  text  and  "applets"
     incorporated  into the  SOFTWARE  PRODUCTS)  are owned by  Microsoft or its
     suppliers.  The  SOFTWARE  PRODUCTS are  protected  by  copyright  laws and
     international  copyright treaties,  as well as other intellectual  property
     laws and treaties. Your possession, access, or use of the SOFTWARE PRODUCTS
     does  not  transfer  any   ownership  of  the  SOFTWARE   PRODUCTS  or  any
     intellectual property rights to you.

3.   USE OF CLIENT SOFTWARE.  You may use the Client Software  installed on your
     Devices by [COMPANY] only in accordance with the instructions,  and only in
     connection with the services, provided to you by [COMPANY].

4.   USE OF REDISTRIBUTION SOFTWARE. In connection with the services provided to
     you  by   [COMPANY],   you   may   have   access   to   certain   "sample,"
     "redistributable"  and/or software  development  ("SDK")  software code and
     tools (individually and collectively  "Redistribution  Software").  YOU MAY
     NOT USE,  MODIFY,  COPY,  AND/OR  DISTRIBUTE  ANY  REDISTRIBUTION  SOFTWARE
     UHNLESS YOU  EXPRESSLY  AGREE TO AND COMPLY WITH CERTAIN  ADDITIONAL  TERMS
     CONTAINED  IN THE  SERVICES  PROVIDER  USE RIGHTS  ("SPUR")  APPLICABLE  TO
     [COMPANY], WHICH TERMS MUST BE PROVIDED TO YOU BY [COMPANY]. Microsoft does
     not  permit you to use any  Redistribution  Software  unless you  expressly
     agree to and comply  with such  additional  terms,  as  provided  to you by
     [COMPANY].

5.   COPIES.  You may not make any copies of the  SOFTWARE  PRODUCTS;  provided,
     however,  that you may (a) make one (1)  copy of  Client  Software  on your
     Device as expressly authorized by [COMPANY]; and (b) you may make copies of
     certain  Redistribution  Software in  accordance  with  Paragraph 4 (Use of

                                  Page 21 or 22
<PAGE>

     Redistribution  Software).  You must  erase  or  destroy  all  such  Client
     Software and/or Redistribution Software upon termination or cancellation of
     your agreement with [COMPANY],  upon notice from [COMPANY] or upon transfer
     of your Device to another person or entity, whichever first occurs. You may
     not copy any printed materials accompanying the SOFTWARE PRODUCTS.

6.   LIMITATIONS ON REVERSE ENGINEERING,  DECOMPILATION AND DISASSEMBLY. You may
     not reverse  engineer,  decompile,  or disassemble  the SOFTWARE  PRODUCTS,
     except and only to the extent that  applicable  law,  notwithstanding  this
     limitation expressly permits such activity.

7.   NO RENTAL. You may not rent, lease, lend, pledge, or directly or indirectly
     transfer or distribute  the SOFTWARE  PRODUCTS to any third party,  and you
     may not  permit  any  third  party  to be have  access  to  and/or  use the
     functionality of the SOFTWARE PRODUCTS.

8.   TERMINATION. Without prejudice to any other rights, [COMPANY] may terminate
     your rights to use the  SOFTWARE  PRODUCTS if you fail to comply with these
     terms and conditions. In the event of termination or cancellation, you must
     stop using and/or accessing the SOFTWARE  PRODUCTS,  and destroy all copies
     of the SOFTWARE PRODUCTS and all of its component parts.

9.   NO  WARRANTIES,  LIABILITIES  OR REMEDIES  BY  MICROSOFT.  ANY  WARRANTIES,
     LIABILITY  FOR  DAMAGES  AND  REMEDIES,  IF ANY,  ARE  PROVIDED  SOLELY  BY
     [COMPANY] AND NOT BY MICROSOFT OR ITS AFFILIATES OR --- SUBSIDIARIES.

10.  PRODUCT SUPPORT.  Any product support for the SOFTWARE PRODUCTS is provided
     to you by [COMPANY]  and is not provided by Microsoft or its  affiliates or
     subsidiaries.

11.  NOT FAULT TOLERANT.  THE SOFTWARE  PRODUCTS MAY CONTAIN  TECHNOLOGY THAT IS
     NOT FAULT TOLERANT AND IS NOT DESIGNED,  MANUFACTURED,  OR INTENDED FOR USE
     IN  ENVIRONMENTS  OR  APPLICATIONS  IN WHICH THE  FAILURE  OF THE  SOFTWARE
     PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY
     OR ENVIRONMENTAL DAMAGE.

12.  EXPORT RESTRICTIONS.  The SOFTWARE PRODUCTS are of U.S. origin for purposes
     of U.S.  export  control  laws.  You  agree to comply  with all  applicable
     international  and  national  laws  that  apply to the  SOFTWARE  PRODUCTS,
     including the U.S. Export Administration  Regulations, as well as end-user,
     end-use and destination  restrictions issued by U.S. and other governments.
     For additional information, see http://www.microsoft.com/exporting/.

13.  LIABILITY  FOR  BREACH.  In  addition  to any  liability  you  may  have to
     [COMPANY],  you agree that you will also be legally responsible directly to
     Microsoft for any breach of these terms and conditions.


                                  Page 22 or 22

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