<PAGE>
                                                                 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.

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>
<S>                                                             <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.
                  [***]                                                                    [***]

Fan Number:                                                     Fax Number:
                  [***]                                                                    [***]

E-Mail Address:                                                 E-Mail Address:
                  [***]                                                                    [***]

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
                  [***]

CUSTOMER NOTICES INFORMATION (IF DIFFERENT FROM ABOVE):         ALL NOTICES MUST ALSO BE SENT TO:

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


Fax Number:                                                     Fax Number:
                  [***]                                                           [***]

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


                                 Page 1 of 22
<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").

[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
     ---------------------------                           --------------------


                                 Page 2 of 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 of 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 of 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 of 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.


                                 Page 6 of 22
<PAGE>
                  (5)      Termination of Right. Any termination or expiration
                           of this Agreement will automatically terminate any
                           rights granted under this Section 3(g).

         (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


                                 Page 7 of 22
<PAGE>
                           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 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.


                                 Page 8 of 22
<PAGE>
         (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.

         (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.


                                 Page 9 of 22
<PAGE>
         (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.

         (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 of 22
<PAGE>
                                       [***] - CONFIDENTIAL TREATMENT REQUESTED

<TABLE>
                  <S>                                                <C>
                  (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:  [***],  Attention: Special Agreements         Fax: [***],  Attention: Special Agreements
                        Payments                                           Payments

                  E-mail: [***]                                       E-mail [***]
</TABLE>

         (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 of 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


                                 Page 12 of 22
<PAGE>
                  use of the Software Services; and (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,


                                 Page 13 of 22
<PAGE>
                  Microsoft does not waive its right to enforce this Agreement
                  or to protect its intellectual property by any other means
                  permitted by law.

         (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


                                 Page 14 of 22
<PAGE>
                           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.

                  (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.


                                 Page 15 of 22
<PAGE>
                  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).

                  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.


                                 Page 16 of 22
<PAGE>
         (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.

         (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.


                                 Page 17 of 22
<PAGE>
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 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


                                 Page 18 of 22
<PAGE>
                  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.

         (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 of 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 of 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 UNLESS 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


                                 Page 21 of 22
<PAGE>
         expressly authorized by [COMPANY]; and (b) you may make copies of
         certain Redistribution Software in accordance with Paragraph 4 (Use of
         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 of 22