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                                                                   EXHIBIT 10.21



                    MICROSOFT SQL SERVER (TM) VERSION 7.0
                                  LICENSES: 1



END-USER LICENSE AGREEMENT

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SERVER LICENSE FOR MICROSOFT SERVER PRODUCTS

IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal
agreement between you (either an individual or a single entity) and Microsoft
Corporation for the Microsoft software product identified above, which includes
computer software and may include associated media, printed materials, and
"online" or electronic documentation ("SOFTWARE PRODUCT"). An amendment or
addendum to this EULA may accompany the SOFTWARE PRODUCT. BY INSTALLING,
COPYING, OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU AGREE TO BE BOUND BY THE
TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT
INSTALL OR USE THE SOFTWARE PRODUCT; YOU MAY, HOWEVER, RETURN IT TO YOUR PLACE
OF PURCHASE FOR A FULL REFUND.
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The SOFTWARE PRODUCT is protected by copyright laws and international copyright
treaties, as well as other intellectual property laws and treaties. The SOFTWARE
PRODUCT is licensed, not sold.

1.   GRANT OF LICENSE. This EULA grants you the following rights provided that
     you comply with all terms and conditions of this EULA:

     a.   Types of Software. The SOFTWARE PRODUCT contains some or all of the
          following types of software: "Server Software" that provides services
          or functionality on a computer acting as a server (and, the computer
          running the Server Software shall be referred to as the "Server"); and
          "Client Software" that allows a computer, workstation, terminal,
          handheld PC, pager, telephone, "smart phone," or other electronic
          device (each of the foregoing a "Device") to access or utilize the
          services or functionality provided by the Server Software. Several
          copies of the Server Software and the Connector Software (applicable
          to Microsoft Exchange Server only), each of which is compatible with a
          different microprocessor architecture (such as the x86 architecture or
          various RISC architectures), may be provided.

     b.   Installation-Server Software. At any given time, you may install one
          copy of the Server Software for only one of those architectures on a
          single computer. Client Software. You may install the Client Software
          on any Device.

     C.   Use of the Server Software. You may use one copy of the Server
          Software on one Server. You must acquire a separate Client Access
          License for each unique Device which accesses or otherwise utilizes
          the services or functionality of the Server Software, whether you use
          the Client Software or any other software to do so, unless otherwise
          noted in Section 2 below. This is known as using the Server Software
          in "Per Seat Mode." However, you may elect to use the Server Software
          for Microsoft SQL Server, Windows NT Server (except as specified
          below), Site Server, Site Server Commerce Edition, or SNA Server (but
          not Microsoft Exchange Server, Windows NT Server, Terminal Server
          Edition, Systems Management Server, or BackOffice Server) in "Per
          Server Mode" as defined below. If you choose Per Seat Mode, your
          choice is permanent. You also need a Windows NT Workstation license to
          access or utilize certain services or functionality of Windows NT
          Server as described below.

     d.   Alternate Terms If You Elect to Use the Server Software In Per Server
          Mode. In Per Server Mode, the maximum number of Devices that may
          access or otherwise utilize the services or functionality of the
          Server Software at a given point in time is equal to the number of
          Client Access Licenses that you have acquired and designated for use
          exclusively with that Server. Devices to which a Client Access License
          has been designated may also access Server Software running in the Per
          Server Mode, provided the additional access is within that Server's
          maximum licensed capacity. You also have the right to change your use
          of the Server Software to Per Seat Mode, but then this choice is
          permanent. Consult the terms of your Client Access Licenses to
          determine your rights with respect to such Client Access Licenses in
          connection with such change.

     e.   Use of the Client Software. You may use the Client Software provided
          that you acquire Client Access Licenses as required in Paragraphs 1(c)
          and 1(d) above, and subject to any limitations set forth in Paragraph
          2.

     f.   Not for Resale Software. If the SOFTWARE PRODUCT is labeled "Not for
          Resale" or "NFR," then, notwithstanding Section 1 of this EULA, your
          use of the SOFTWARE PRODUCT is limited to use for demonstration, test,
          or evaluation purposes and you may not resell, or otherwise transfer
          for value, the SOFTWARE PRODUCT.

                                                                     (Continued)
<PAGE>

     g.   Academic Edition Software. If the SOFTWARE PRODUCT is identified as
          "Academic Edition" or "AE," you must be a "Qualified Educational User"
          to use the SOFTWARE PRODUCT. If you are not a Qualified Educational
          User, you have no rights under this EULA. To determine whether you are
          a Qualified Educational User, please contact the Microsoft Sales
          Information Center/One Microsoft Way/Redmond, WA 98052-6399 or the
          Microsoft subsidiary serving your country.

     h.   License Pack. If this package is a License Pack, you may install and
          use additional copies of the Server Software and Connector Software,
          if any, up to the number of copies specified above as "Licensed
          Copies."

     i.   Installation on a Single Server. The SOFTWARE PRODUCT is licensed as a
          single product. The Server Software components may not be separated
          for use on more than one Server, unless otherwise provided herein. By
          way of example, and not limitation, the foregoing restriction applies
          to the Microsoft BackOffice Server product suite.

     j.   No "Multiplexing" or "Pooling." Use of software or hardware that
          reduces the number of Devices directly accessing or utilizing the
          Server Software (sometimes called "multiplexing" or "pooling" software
          or hardware) does not reduce the number of Client Access Licenses
          required; the required number of Client Access Licenses would equal
          the number of distinct inputs to the multiplexing or pooling software
          or hardware "front end."

     k.   Additional Software. Any software provided to you by Microsoft which
          updates or supplements the original SOFTWARE PRODUCT is part of the
          SOFTWARE PRODUCT and is governed by this EULA, unless other terms of
          use are provided with such updates or supplements. Any software
          provided to you along with the SOFTWARE PRODUCT that is associated
          with a separate end-user license agreement is licensed to you under
          the terms of that license agreement, except if this EULA specifically
          sets forth the terms of use for such software then the terms set forth
          in this EULA shall apply.

2.   DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

     a.   For all SOFTWARE PRODUCTS. Server Software Transfer. You may transfer
          the Server Software to another computer, provided that it is
          removed from the computer from which it is transferred. Rental. You
          may not rent, lease, or lend the SOFTWARE PRODUCT. Transfer to Third
          Party. The initial user of the SOFTWARE PRODUCT may make a one-time
          permanent transfer of this EULA and SOFTWARE PRODUCT only directly to
          an end user. This transfer must include all of the SOFTWARE PRODUCT
          (including all component parts, the media and printed materials, this
          EULA, and, if applicable, the Certificate of Authenticity). Such
          transfer may not be by way of consignment or any other indirect
          transfer. The transferee of such one-time transfer must agree to
          comply with the terms of this EULA, including the obligation not to
          further transfer this EULA and SOFTWARE PRODUCT. Notice to Users. You
          shall inform all users of the SOFTWARE PRODUCT of the terms and
          conditions of this EULA. Limitation on Reverse Engineering,
          Decompilation, and Disassembly. You may not reverse engineer,
          decompile, or disassemble the SOFTWARE PRODUCT, except and only to the
          extent that such activity is expressly permitted by applicable law
          notwithstanding this limitation. Performance or Benchmark Testing. You
          may not disclose the results of any benchmark test of either the
          Server Software or Client Software for Microsoft SQL Server, Microsoft
          Exchange Server, or Microsoft Proxy Server to any third party without
          Microsoft's prior written approval. Version Limitation. The Server
          Software contains a certain version number (such as version "3.5").
          This EULA permits you to install one copy of the Server Software with
          the same (or a lower) version number as the Server Software version
          number listed above on a single computer. If the SOFTWARE PRODUCT is
          Microsoft BackOffice Server product suite, this EULA also permits you
          to install one copy of a lower version of a Server Software component
          that is contained in such product suite. Termination. Without
          prejudice to any other rights, Microsoft may terminate this EULA if
          you fail to comply with the terms and conditions of this EULA. In such
          event, you must destroy all copies of the SOFTWARE PRODUCT and all of
          its component parts. Consent to Use of Data. With respect to technical
          information you provide to Microsoft as part of any (if any) support
          services related to the SOFTWARE PRODUCT ("Support Services"), you
          agree that Microsoft (and its affiliates and agents) may collect,
          process, and use such information for its business purposes, including
          for product support and development. Microsoft will not utilize such
          technical information in a form that personally identifies you.

     b.   For Microsoft Windows NT Server (all editions)-Processor Limitation.
          The Server Software may be used by no more than four (4) processors of
          the Server at any one time (support for a greater number of processors
          is available from authorized computer hardware vendors). Client
          Access. You need a Client Access License for Windows NT Server in
          order to access or otherwise utilize any of the following Windows NT
          Server basic network/application services, components, or
          functionality: File Services (accessing or managing files, or
          accessing or managing disk storage), Printing Services (printing to a
          printer managed by a Windows NT Server), Microsoft Message Queue
          Server (sending or receiving messages from Microsoft Message Queue
          Server), Microsoft Transaction Server (invoking component-based
          applications managed by Microsoft Transaction Server), Remote Access
          Service (accessing the server from a remote location through a
          communications link), and Terminal Server Functionality (as defined
          below). Note: Remote Access Service includes the use of Internet
          Connection Services, including Internet Authentication Services
          (validation or transference of a remote access request) or Connection
          Point Services (remotely configuring the Microsoft Connection Manager
          Client with new phone numbers or other data). You do not need a Client
          Access License for Windows NT Server to access or otherwise utilize
          any other Windows NT Server services or functionality. Note on
          Microsoft Windows for Workgroups or Windows 95 Software. The media on
          which Windows NT Server resides may contain a copy of Windows for
          Workgroups or Windows 95 software. In order to install or use this
          software, you must acquire a separate Windows for Workgroups or
          Windows 95 license. Note on Microsoft FrontPage Software. Windows NT
          Server contains Microsoft FrontPage software, which allows a single
          user to develop and maintain an Internet/intranet Web site. You may
          install and use one copy of Microsoft FrontPage on a single
          Device. Note on Microsoft Site Server Express. You may copy and
          distribute Microsoft Site Server Express on any Device within your
          organization.

          For Windows NT Server terminal server services and Windows NT Server,
          Terminal Server Edition. In addition to the Client Access License for
          Windows NT Server, you must also acquire a Windows NT Workstation
          license for each Device using "Terminal Server Functionality," which
          is defined as (a) third-party software that utilizes Windows NT Server
          to display or use Windows-based or Windows NT-based applications on a
          Device ("Third-Party Terminal Software"), and/or (b) the services of
          Windows NT Server, Terminal Server Edition which display or use
          Windows-based or Windows NT-based applications on a Device. Any Device
          running a validly licensed copy of Windows NT Workstation has the
          right to use Terminal Server Functionality. The Windows NT Workstation
          license must have the same version number as or a higher version
          number than the corresponding version number of Windows NT Server or
          Windows NT Server, Terminal Server Edition being used. "Multiplexing"
          or "pooling" software or hardware does not reduce the number of
          Windows NT Workstation
<PAGE>

          licenses required; the required number of Windows NT Workstation
          licenses would equal the number of distinct inputs to the multiplexing
          or pooling software or hardware "front end." When using Windows NT
          Server in conjunction with Third-Party Terminal Software, Windows NT
          Server may not be used in Per Server Mode. You also may need
          additional licenses in order to use other software products that are
          installed on the Server and are utilizing Terminal Server
          Functionality-please consult the license agreement accompanying any
          such software.

     c.   For Microsoft Windows NT Server, Enterprise Edition--Processor
          Limitation. The Server Software may be used by no more than eight (8)
          processors of the Server at any one time (support for a greater number
          of processors is available from authorized computer hardware vendors).
          SQL Server Feature. Windows NT Server, Enterprise Edition may install
          an additional feature which is a restricted version of Microsoft SQL
          Server. If such feature is installed, you may use it solely in support
          of the Microsoft Message Queue Server directory functions. However,
          you may not use such restricted SQL Server feature for any other
          purpose.

     d.   For Microsoft SQL Server, Enterprise Edition and Microsoft Exchange
          Server, Enterprise Edition-Note Regarding Use in a Clustered
          Environment. If you are using the Server Software in a clustered
          environment and the Server on which the Server Software is installed
          fails over to one other computer in the cluster ("Fail-Over
          Computer"), you may use the Server Software on such Fail-Over Computer
          provided that you: (i) have acquired a separate licensed copy of the
          Server Software for such Fail-Over Computer, and (ii) use the Server
          Software on the Fail-Over Computer only for so long as the Server on
          which the Server Software is installed has failed over to such Fail-
          Over Computer. At any point in time, however, the Server Software may
          be used only on one computer.

     e.   For Microsoft SQL Server (all editions)--Client Access. You do not
          need a Client Access License in order for a Microsoft SQL Server or
          Microsoft SQL Server, Enterprise Edition to solely interact with
          another Microsoft SQL Server or Microsoft SQL Server, Enterprise
          Edition. Note Regarding Interaction between Microsoft SQL Server and
          Microsoft Data Engine ("MSDE"). If you use MSDE to access or use the
          services of Microsoft SQL Server (for example, replication, data
          transformation or heterogeneous query services), you must use
          Microsoft SQL Server in Per Seat Mode (that is, each unique Device
          accessing SQL Server must have a Client Access License dedicated to
          it) Note Regarding Use of SQL Server Desktop. You may only install and
          use the SQL Server Desktop component of Microsoft SQL Server on each
          Device to which a valid Client Access License for the Server Software
          has been dedicated. If you use SQL Server Desktop to access or use the
          services of any version of Microsoft SQL Server (for example,
          replication, data transformation, or heterogeneous query services),
          you must use such Microsoft SQL Server in Per Seat Mode. Note
          Regarding Use of SQL Server Tools. You may only use the Management
          Tools, Books-Online, and Development Tools components of Microsoft SQL
          Server (collectively "Tools") on each Device for which you have a
          valid Client Access License for the Server Software. Note Regarding
          the Use of Redistributable Components. You may reproduce and
          distribute the files listed in the REDIST.TXT file (collectively
          referred to as "Redistributable Components") provided that you comply
          with the Distribution Terms listed in such REDIST.TXT file.

     f.   For Microsoft Exchange Server (all editions)--Connector Software. If
          applicable, at any given time, you may install and use on one Server
          only one copy of the Connector Software for one of the provided
          architectures. If you choose to make the Connector Software a usable
          feature, you must also acquire a separate license or licenses (whether
          as part of the license for Microsoft Exchange Server or as a separate
          license for the Connector Software) to install and use the Connector
          Software on every other Microsoft Exchange Server in the same
          "Microsoft Exchange Organization." A "Microsoft Exchange Organization"
          is the group of all Microsoft Exchange Servers with the same
          organization name specified during the Microsoft Exchange Server
          installation process for the express purpose of connecting the
          servers. Client Software. Microsoft Outlook is part of the Microsoft
          Client Software for Microsoft Exchange Server. You may use Microsoft
          Outlook to access or utilize the services of any version of Microsoft
          Exchange Server provided that you have acquired the necessary Client
          Access Licenses to do so. You may also use one copy of Microsoft
          Outlook on a stand-alone basis on each Device for which you have a
          valid Client Access License for any version of Microsoft Exchange
          Server. You do not have any other right to use Microsoft Outlook.
          Client Access. Each Client Access License for Microsoft Exchange
          Server may also be used for any other Device that you use less than
          twenty percent (20%) of your total connection time. The term "total
          connection time" means the total amount of time that you use Microsoft
          Client Software (other than the Client Software component of the chat
          service) to access and otherwise use Microsoft Exchange Server from a
          Device. You do not need a Client Access License for Microsoft Exchange
          Server for anonymous access to Microsoft Exchange Server services.
          Anonymous access occurs when a Device accesses information held in a
          Microsoft Exchange Server without having a mailbox or custom recipient
          object which identifies it, and consequently, is not validated by a
          Windows NT Server domain ID. Note Regarding the Use of the Sample
          Applications. Microsoft grants you the nonexclusive right to use and
          modify the source code version of the files designated as Sample
          Applications ("Sample Applications") and to reproduce and distribute
          the object code versions of such modifications in conjunction with
          your application that utilizes the services of Microsoft Exchange
          Server ("Application"). You are granted the foregoing distribution
          rights provided that you comply with the Distribution Requirements
          listed below. Note an Outlook Web Access Software. You may customize,
          reproduce and distribute the Outlook Web Access software ("OWA
          Software") provided that (a) if you distribute the OWA Software you
          comply with subsections (ii) - (v) in Paragraph g below (substituting
          "OWA Software" in place of "Application" and "Redistributables"); and
          (b) if you use the OWA Software internally and customize it or
          incorporate it into any other software, you comply with subsection (v)
          in Paragraph g below (similarly revised). Note on Source Extractor,
          Administrator, and Microsoft Mail Connector. You may install and use
          the Source Extractor, Administrator, and Microsoft Mail Connector
          components on additional computers. Microsoft also grants you the
          right to modify the source code version of the Source Extractor. The
          Source Extractor may only be used to migrate data to Microsoft
          Exchange Server.

     g.   Distribution Requirements for Microsoft Exchange Server Sample
          Applications. If you distribute object code versions of the Sample
          Applications (collectively "Redistributables") as provided above, you
          agree to: (i) distribute the Redistributables only in conjunction with
          and as a part of your Application; (ii) not use Microsoft's name,
          logo, or trademarks to market your Application; (iii) include a valid
          copyright notice in your Application; (iv) include an end-user license
          agreement with your Application that grants a limited license to use
          the Redistributables and otherwise protects Microsoft's and its
          suppliers' intellectual property rights in the Redistributables; and
          (v) indemnify, hold harmless, and defend Microsoft and its suppliers
          from and against any claims or lawsuits, including attorneys' fees,
          that arise or result from the use or distribution of your Application.
          You shall display any patent or proprietary rights notices on each
          copy of your Application(s) that contains executables, if and as
          required in the documentation or other materials provided with the
          Sample Applications, or subsequently provided to you by Microsoft.

                                                                     (Continued)
<PAGE>

     h.   For Microsoft Proxy Server--Client Access. You do not need a Client
          Access License to access or otherwise utilize the services or
          functionality of Microsoft Proxy Server.

     i.   For Microsoft SNA Server--Client Access. You do not need a Client
          Access License for Microsoft SNA Server in order to access or utilize
          the following SNA Server services solely as server-based processes:
          AFTP Client and Server, FTP-AFTP Gateway Service, VSAM File Transfer
          Utility, Shared Folders Gateway Service, Host Print Service, OLE DB
          Provider for AS/400 and VSAM, COM Transaction Integrator for CICS and
          IMS, Host Security Integration Services, and NetView Integration
          Services. You also do not need a Client Access License if you are
          accessing or utilizing the services of Microsoft SNA Server solely as
          necessary to run Microsoft Host Data Replicator on the same Server as
          the SNA Server. Client Software. The SNA Server 3270 and 5250 terminal
          emulation applets ("Applets") and the ODBC Driver for DB2 components
          of the Client Software may be used by only one user per licensed copy
          of the Server Software. Licenses for additional users must be acquired
          separately. Additionally, the Applets may only be used to access or
          otherwise utilize the services of Microsoft SNA Server. Note Regarding
          Use of Host Security Integration Feature. You may install and use the
          software identified as "Windows NT Account Synchronization Service"
          and "Host Account Cache" on any computer running a validly licensed
          copy of Windows NT Server within your organization. Additional Rights
          for Development. You may also install and use copies of the OLE DB
          Provider for AS/400 and VSAM ("OLE DB Provider") and/or the COM
          Transaction Integrator for CICS and IMS ("COM Transaction Integrator")
          and/or the Software Development Kit, if included, (collectively
          "Development Software") on one or more computers located at your
          premises solely for the purpose of developing applications that work
          in conjunction with the Microsoft SNA Server ("Applications"). You may
          use and modify the source code designated as "Sample Code" in the
          SAMPLES.TXT file for the sole purposes of designing, developing, and
          testing your Applications. You may also reproduce and distribute the
          Sample Code, along with any modifications you make thereto, provided
          that you comply with the Distribution Requirements described in the
          REDIST.TXT file. For purposes of this section, "modifications" shall
          mean enhancements to the functionality of the Sample Code. Portions of
          SNA Server are also designated as "Redistributable Code." The text
          file named REDIST.TXT contains a list of such files, as well as the
          distribution rights associated with the Redistributable Code.

     j.   For Microsoft Systems Management Server--Client Access. You do not
          need a Client Access License in order to solely execute Systems
          Management Server-to-Systems Management Server communications which
          are solely managing a third Device. You also do not need to acquire a
          Client Access License for Microsoft SQL Server to use the
          administration console or utilities provided with Systems Management
          Server to access or otherwise utilize the services of Microsoft SQL
          Server. Client Software. You may install and use the Installer
          component of the Client Software ("SMS Installer") only on Devices
          within your organization and only for the purpose of creating
          installation programs through the use of SMS Installer ("Setup
          Programs"). You may also use and modify the source code designated as
          "Sample Code" in the SAMPLES.TXT file for the sole purposes of
          designing, developing, and testing your Setup Programs. You may also
          install and use in object code form the Redistributable Components (as
          defined below), along with any modifications you may make to the
          Sample Code, only on Devices within your organization for a purpose
          other than creation of Setup Programs, provided that you: (i)
          reproduce and use the Redistributable Components only in conjunction
          with or as part of a Setup Program; (ii) have a valid Client Access
          License for any version of Microsoft Systems Management Server for
          each Device that uses the Redistributable Components; and (iii)
          indemnify, hold harmless, and defend Microsoft and its suppliers from
          and against any claims or lawsuits, including attorneys' fees, that
          arise or result from the use of your Setup Program or any software
          installed by your Setup Program. You do not have any other right to
          install or use SMS Installer. Note Regarding Metering Services and
          Client Access Points Features. You may install and use the Metering
          Services and Client Access Points components of the Server Software on
          any computer running a validly licensed copy of Windows NT Server
          within your organization. Note Regarding Use of the Redistributable
          Components. You may reproduce and distribute the files listed in the
          REDIST.TXT file (collectively referred to as "Redistributable
          Components"), along with any modifications you may make to the Sample
          Code, provided that you comply with the Distribution Terms listed in
          such REDIST.TXT file. Note that the Distribution Terms include, among
          other conditions, terms similar to those described in subsections
          (i) - (iii) of the Client Software note above.

     k.   For Microsoft Site Server (all editions). You may use one copy of the
          Server Software to support a single "domain" on a single Server. For
          the purposes of this EULA, "domain" shall mean the description of a
          computer's location on the Internet. An Internet domain is comprised
          of a second-level domain name (e.g., microsoft) and a top-level domain
          name (e.g., com). For example, http://www.microsoft.com/ and
          http://www.microsoft.com/products/ are part of a single domain, while
          http://www.microsoft.com/ and http://www.msn.com/ are not. The single
          domain restriction shall not apply to intranet usage of the Server
          Software within and for a single organization. Content Deployment
          Software. You may install and use one copy of Content Deployment
          software included in the Server Software on a single computer for
          staging and on a second computer for production, provided that at
          least one of such computers is running a licensed copy of the Server
          Software. Client Access. You do not need a Client Access License in
          order to solely execute Site Server-to-Site Server communications. Per
          Server Mode. When a Device "visits" a Server, it is deemed to be
          accessing, utilizing, and/or simultaneously connecting to the Server
          Software. For purposes of the previous sentence, a "visit" means a
          series of one or more requests from a Device to a Server. A visit ends
          when such Device does not make any additional requests of the Server
          Software for a period of time that exceeds the default setting for a
          visit, as described in the Site Server documentation. A "request"
          means a hit that successfully retrieves content. Commercial Use. Site
          Server is licensed for your use and you may not use Site Server to
          provide Commercial Services to third parties. Each of the following is
          a "Commercial Service": (a) a product or service that uses one or more
          services of Site Server and alleviates any third party from the
          obligation to obtain a separate license to Site Server for his, her,
          or itself; and (b) a product or service that uses Site Server as part
          of an Internet access and/or carriage service for any third party.
          Examples of Commercial Services include, but are not limited to, the
          following: (a) hosting of Internet, Extranet, or Intranet sites on
          behalf of any third party, whether or not the sites are registered as
          separate domains; (b) hosting of applications that use the services of
          Site Server on behalf of any third party; or (c) hosting of commerce
          or other services of Site Server on behalf of any third party.
          Software Development Kits ("SDK Software"). You may install and use
          copies of the SDK Software on one or more computers located at your
          premises solely for the purpose of building applications that work in
          conjunction with Microsoft Site Server ("Applications"). You may
          modify the Sample Code to design, develop, and test your Applications,
          and may reproduce and use the Sample Code, as modified, on one or more
          computers located at your premises. For the purposes of this section,
          "Sample Code" shall mean the sample source, HTML, and Active Server
          Page (ASP) code located in Site Server's "SDK" and "samples"
          directories. You may also reproduce and distribute the Sample Code,
          along with any
<PAGE>

          modifications you make thereto, provided that you comply with the
          Distribution Requirements described in the REDIST.TXT file. For
          purposes of this section, "modifications" shall mean enhancements to
          the functionality of the Sample Code.

     3.   UPGRADES. If the SOFTWARE PRODUCT is labeled as an upgrade, you must
          be properly licensed to use a product identified by Microsoft as being
          eligible for the upgrade in order to use the SOFTWARE PRODUCT. Except
          if you have acquired a direct Upgrade from Microsoft BackOffice Small
          Business Server ("Small Business Server") as specified below, a
          SOFTWARE PRODUCT labeled as an upgrade replaces and/or supplements
          (and may disable) the product that formed the basis for your
          eligibility for the upgrade, and following the upgrade you may use the
          resulting SOFTWARE PRODUCT only in accordance with the terms of this
          EULA. Upgrades of a Component of Microsoft BackOffice Server Product
          Suite. If the SOFTWARE PRODUCT is an Enterprise Edition or a Commerce
          Edition which upgrades a component of Microsoft BackOffice Server
          product suite then, effective upon your installation of the SOFTWARE
          PRODUCT, the SOFTWARE PRODUCT replaces the component being upgraded
          and you may use the SOFTWARE PRODUCT as a stand-alone product in
          accordance with the terms of this EULA. The remaining components of
          Microsoft BackOffice Server product suite may be used only in
          accordance with the terms of the Microsoft End-User License Agreement
          that accompanied the original product suite. Upgrades of Microsoft
          BackOffice Small Business Server. If you have acquired the SOFTWARE
          PRODUCT as an upgrade from Small Business Server, including if you
          have acquired the SOFTWARE PRODUCT as an indirect upgrade from Small
          Business Server (for example, if you upgraded from Small Business
          Server to a full use Microsoft SQL Server and then upgraded such
          Microsoft SQL Server to Microsoft BackOffice Server product suite
          ("BackOffice Server"), you may use the SOFTWARE PRODUCT in accordance
          with the terms of this EULA; provided that: (a) you may install and
          use the SOFTWARE PRODUCT only on the same computer as the Small
          Business Server is installed; (b) if you transfer the Small Business
          Server to another computer or to a third party in accordance with the
          terms of the End-User License Agreement for the Small Business Server
          ("SBS EULA"), you must also transfer the SOFTWARE PRODUCT; and (c)
          subsequent to the upgrade, the Small Business Server may be used in
          accordance with the terms of the SBS EULA, except as provided below
          with respect to its fax and modem pooling server software components
          ("Fax and Modem Software"). If the SOFTWARE PRODUCT you acquired as an
          upgrade from Small Business Server is either (a) Microsoft Windows NT
          Server or (b) BackOffice Server, then the Fax and Modem Software is no
          longer subject to the connection limitation in the SBS EULA and you do
          not need to acquire a Client Access License for Small Business Server
          for each Device that accesses or utilizes the Fax and Modem Software.

     4.   INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property
          rights in and to the SOFTWARE PRODUCT (including but not limited to
          any images, photographs, animations, video, audio, music, text, and
          "applets" incorporated into the SOFTWARE PRODUCT), and any copies you
          are permitted to make herein are owned by Microsoft or its suppliers.
          All title and intellectual property rights in and to the content which
          may be accessed through use of the SOFTWARE PRODUCT is the property of
          the respective content owner and may be protected by applicable
          copyright or other intellectual property laws and treaties. This EULA
          grants you no rights to use such content. If this SOFTWARE PRODUCT
          contains documentation which is provided only in electronic form, you
          may print one copy of such electronic documentation. You may not copy
          the printed materials accompanying the SOFTWARE PRODUCT. All rights
          not expressly granted are reserved by Microsoft.

     5.   REINSTALLATION COPY. After installation of one copy of the SOFTWARE
          PRODUCT pursuant to this EULA, you may keep the original media on
          which the SOFTWARE PRODUCT was provided by Microsoft solely for
          archival purposes or reinstallation of the SOFTWARE PRODUCT on the
          same computer as the SOFTWARE PRODUCT was previously installed.

     6.   DUAL-MEDIA SOFTWARE. You may receive the SOFTWARE PRODUCT in more than
          one medium. Regardless of the type or size of medium you receive, you
          may use only one medium that is appropriate for your single computer.
          You may not use the other medium for another computer. You may not
          loan, rent, lease, or otherwise transfer the other medium to another
          user, except as part of the permanent transfer (as provided above) of
          the SOFTWARE PRODUCT.

     7.   EXPORT RESTRICTIONS.

          Non-Exportable Encryption. If the SOFTWARE PRODUCT is any edition of
          Microsoft Windows NT Server, Exchange Server, Site Server, or
          BackOffice Server (except if such SOFTWARE PRODUCT is labeled "Not For
          Resale" or "NFR"), the following terms apply: The SOFTWARE PRODUCT is
          intended for distribution only in the United States (including Puerto
          Rico, Guam, and all other territories, dependencies, and possessions
          of the United States) and Canada. Export of the SOFTWARE PRODUCT from
          the United States is regulated under "El controls" of the Export
          Administration Regulations (EAR, 15 CFR 730-744) of the U.S. Commerce
          Department, Bureau of Export Administration (BXA). A license is
          required to export the SOFTWARE PRODUCT outside the United States or
          Canada. You agree that you will not directly or indirectly export or
          re-export the SOFTWARE PRODUCT (or portions thereof) to any country,
          other than Canada, or to any person or entity subject to U.S. export
          restrictions without first obtaining a Commerce Department export
          license. You warrant and represent that neither the BXA nor any other
          U.S. federal agency has suspended, revoked, or denied your export
          privileges.

          Exportable Encryption. If the SOFTWARE PRODUCT is any edition
          Microsoft SQL Server, Proxy Server, SNA Server, or Systems Management
          Server, or any edition of Microsoft Windows NT Server, Exchange
          Server, Site Server, or BackOffice Server that is labeled "Not For
          Resale" or "NFR," the following terms apply: You agree that you will
          not export or re-export the SOFTWARE PRODUCT, any part thereof, or any
          process or service that is the direct product of the SOFTWARE PRODUCT
          (the foregoing collectively referred to as the "Restricted
          Components"), to any country, person, or entity subject to U.S. export
          restrictions. You specifically agree not to export or re-export any of
          the Restricted Components (i) to any country to which the U.S. has
          embargoed or restricted the export of goods or services, which
          currently include, but are not necessarily limited to Cuba, Iran,
          Iraq, Libya, North Korea, Sudan, and Syria, or to any national of any
          such country, wherever located, who intends to transmit or transport
          the Restricted Components back to such country; (ii) to any person or
          entity who you know or have reason to know will utilize the Restricted
          Components in the design, development, or production of nuclear,
          chemical, or biological weapons; or (iii) to any person or entity who
          has been prohibited from participating in U.S. export transactions by
          any federal agency of the U.S. government. You warrant and represent
          that neither the BXA nor any other U.S. federal agency has suspended,
          revoked or denied your export privileges.
<PAGE>

--------------------------------------------------------------------------------
     8.   LIMITED WARRANTY. Microsoft warrants that the SOFTWARE PRODUCT will
          perform substantially in accordance with the accompanying written
          materials for a period of ninety (90) days from the date of receipt.

          If an implied warranty or condition is created by your
          state/jurisdiction and federal or state/provincial law prohibits
          disclaimer of it, you also have an implied warranty or condition, BUT
          ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED
          WARRANTY (NINETY [90] DAYS). AS TO ANY DEFECTS DISCOVER AFTER THE
          NINETY (90)-DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND.
          Some states/jurisdictions do not allow limitations on how long an
          implied warranty or condition lasts, so the above limitation may not
          apply to you.

          Any supplements or updates to the SOFTWARE PRODUCT, including without
          limitation, any (if any) service pack or hot fixes provided to you
          after the expiration of the ninety (90)-day Limited Warranty period
          are not covered by any warranty or condition, express or implied.

          LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your
          exclusive remedy for any breach of this Limited Warranty is as set
          forth below. Except for any refund elected by Microsoft, YOU ARE NOT
          ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL
          DAMAGES, if the SOFTWARE PRODUCT does not meet Microsoft's Limited
          Warranty, and, to the maximum extent allowed by applicable law, even
          if any remedy fails of its essential purpose. The terms of Paragraph
          10 below ("Exclusion of Incidental, Consequential, and Certain Other
          Damages") are also incorporated into this Limited Warranty. Some
          states/jurisdictions do not allow the exclusion or limitation of
          incidental or consequential damages, so the above limitation or
          exclusion may not apply to you. This Limited Warranty gives you
          specific legal rights. You may have others which vary from
          state/jurisdiction to state/jurisdiction. YOUR EXCLUSIVE REMEDY.
          Microsoft's and its suppliers' entire liability and your exclusive
          remedy shall be, at Microsoft's option from time to time, (a) return
          of the price paid (if any) for, or (b) repair or replacement of, the
          SOFTWARE PRODUCT that does not meet this Limited Warranty and that is
          returned to Microsoft with a copy of your receipt. You will receive
          the remedy elected by Microsoft without charge, except that you are
          responsible for any expenses you may incur (e.g., cost of shipping the
          SOFTWARE PRODUCT to Microsoft). This Limited Warranty is void if
          failure of the SOFTWARE PRODUCT has resulted from accident, abuse,
          misapplication, abnormal use, or a virus. Any replacement SOFTWARE
          PRODUCT will be warranted for the remainder of the original warranty
          period or thirty (30) days, whichever is longer. Outside the United
          States or Canada, neither these remedies nor any product support
          services offered by Microsoft are available without proof of purchase
          from an authorized international source. To exercise your remedy,
          contact: Microsoft, Attn. Microsoft Sales Information Center, at the
          address specified in Paragraph 16 below.

     9.   DISCLAIMER OF WARRANTIES. The Limited Warranty that appears above is
          the only express warranty made to you and is provided in lieu of any
          other express warranties (if any) created by any documentation or
          packaging. Except for the Limited Warranty and to the maximum extent
          permitted by applicable law, Microsoft and its suppliers provide the
          SOFTWARE PRODUCT and Support Services (if any) AS IS AND WITH ALL
          FAULTS and hereby disclaim all other warranties and conditions, either
          express, implied, or statutory, including, but not limited to, any (if
          any) implied warranties or conditions of merchantability, of fitness
          for a particular purpose, of lack of viruses, of accuracy or
          completeness of responses, of results, and of lack of negligence or
          lack of workmanlike effort, all with regard to the SOFTWARE PRODUCT,
          and the provision of or failure to provide Support Services. ALSO,
          THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET
          POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH
          REGARD TO THE SOFTWARE PRODUCT.

     10.  EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES. To
          the maximum extent permitted by applicable law, in no event shall
          Microsoft or its suppliers be liable for any special, incidental,
          indirect, or consequential damages whatsoever (including, but not
          limited to, damages for loss of profits or confidential or other
          information, for business interruption, for personal injury, for loss
          of privacy, for failure to meet any duty including of good faith or of
          reasonable care, for negligence, and for any other pecuniary or other
          loss whatsoever) arising out of or in any way related to the use of or
          inability to use the SOFTWARE PRODUCT, the provision of or failure to
          provide Support Services, or otherwise under or in connection with any
          provision of this EULA, even if Microsoft or any supplier has been
          advised of the possibility of such damages.

     11.  LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that
          you might incur for any reason whatsoever (including, without
          limitation, all damages referenced above and all direct or general
          damages), the entire liability of Microsoft and any of its suppliers
          under any provision of this EULA and your exclusive remedy for all of
          the foregoing (except for any remedy of repair or replacement elected
          by Microsoft with respect to any breach of the Limited Warranty) shall
          be limited to the greater of the amount actually paid by you for the
          SOFTWARE PRODUCT or U.S.$5.00. The foregoing limitations, exclusions,
          and disclaimers (including Sections 9, 10 and 11 above) shall apply to
          the maximum extent permitted by applicable law, even if any remedy
          falls its essential purpose.

     12.  NOTE ON JAVA SUPPORT. THE SOFTWARE PRODUCT MAY CONTAIN SUPPORT FOR
          PROGRAMS WRITTEN IN JAVA. JAVA TECHNOLOGY IS NOT FAULT TOLERANT AND IS
          NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE AS ONLINE
          CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE
          PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT
          NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE
          SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF JAVA
          TECHNOLOGY COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE
          PHYSICAL OR ENVIRONMENTAL DAMAGE.

     13.  U.S. GOVERNMENT RIGHTS. All SOFTWARE PRODUCT provided to the U.S.
          Government pursuant to solicitations issued on or after December 1,
          1995 is provided with the commercial rights and restrictions described
          elsewhere herein. All SOFTWARE PRODUCT provided to the U.S. Government
          pursuant to solicitations issued prior to December 1, 1995 is provided
          with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE
          1987) or FAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

     14.  APPLICABLE LAW. If you acquired this SOFTWARE PRODUCT in the United
          States, this EULA is governed by the laws of the State of Washington.
          If you acquired this SOFTWARE PRODUCT in Canada, unless expressly
          prohibited by local law, this EULA is governed by the laws in force in
          the Province of Ontario, Canada; and, in respect of any dispute which
          may arise hereunder, you consent to the jurisdiction of the federal
          and provincial courts sitting in Toronto, Ontario. If this SOFTWARE
          PRODUCT was acquired outside the United States, then local law may
          apply.