**Confidential**

**MASTER WARRANT AGREEMENTBETWEEN RESOFT, INC. AND****CIRCATA CORPORATION**

             This Master Warrant Agreement (this“Agreement”) by and between RESoft, Inc., a Delaware corporation located at4150 Olson Memorial Hwy, Suite 400, Minneapolis, MN  55422 (“RESoft”) and Circata Corporation, a Minnesota corporationlocated at 7644 Knox Avenue, Minneapolis, MN 55423 ("Circata" or the “Company”) is dated and effective this5th day of December 2000 (the “Effective Date”).

**RECITALS**

**             WHEREAS,**RESoft and Circata have entered into a StrategicMarketing and Development Agreement dated December 5, 2000 (the “Strategic Agreement”) whereby the parties agreed toco-brand products and services incorporating Circata’s technology with RESoft’sproducts; and

**             WHEREAS,** pursuant to the Strategic Agreement, RESoft hasagreed to provide Circata with access to RESoft’s developing customer base; and

**             WHEREAS,** in consideration for RESoft’s obligations under theStrategic Agreement, Circata wishes to grant future warrants to RESoft, in formreasonably similar to the Form of Stock Purchase Warrant attached hereto asExhibit A, in the event that Circata issues any additional shares of itscapital stock subsequent to the date of this Agreement and prior to December 5,2003 (the “Termination Date”).

             RESoft and Circata, each intendingto be legally bound, agree as follows:

**AGREEMENT**

             1.          Fromthe Effective Date until the Termination Date, at each such time that Circataissues any shares of its capital stock in connection with any Equity FinancingArrangement, as hereafter defined, Circata agrees to issue a warrant to RESoft,which warrant will represent a right to purchase a number of shares of capitalstock of the Company equal to the aggregate number of shares of capital stocksold or issued to parties other than RESoft in such Equity FinancingArrangement.  For purposes of thisAgreement, Equity Financing Arrangement shall include, but is not limited to,the following occurrences:
             (a)         Anyprivate placement or public offering of Circata’s equity securities (includingany quantity and any class of common or preferred stock); and

             (b)        Anyissuance of stock options to non-employees; and

             (c)         Anyissuance of warrants to any party, other than RESoft, to purchase any quantityof the Company’s equity securities; and

             (d)        Anyother issuance or sale of the Company’s equity securities or any issuance orsale of any security convertible into or exchangeable for any equity securityof the Company, to any other party other than RESoft.

             2.          Theexercise price for any warrant to purchase the Company’s capital stock that isrequired to be granted to RESoft under this Agreement (the “Warrant” andcollectively, the “Warrants”) shall be 80% of the Selling Price.  For purposes of this Agreement, “SellingPrice” shall be defined as the price per share paid by investors or other thirdparties for shares of the Company’s capital stock in any future EquityFinancing Arrangement.

**WARRANT PROVISIONS**

             Any Warrant granted pursuant tothis Agreement is subject to the following provisions, terms and conditions:

             2.          Exercise.  The rights represented by the Warrants maybe exercised by RESoft, in whole or in part, by written notice of exercisedelivered to the Company and by the surrender of the Warrant (properlyendorsed, if required) at the principal office of the Company and upon paymentto it by check of the purchase price for such shares.  The Company agrees that the shares so purchased shall be and aredeemed to be issued to RESoft as the record owner of such shares as of theclose of business on the date on which the Warrant shall have been surrenderedand payment for such shares is received. Subject to the provisions of the next succeeding paragraph, certificatesfor the shares of stock so purchased shall be delivered to RESoft within areasonable time, not exceeding ten (10) days, after the rights represented bythe Warrant shall have been so exercised, and, unless the Warrant has expired,a new Warrant representing the number of shares, if any, with respect to which theWarrant shall not then have been exercised shall also be delivered to RESoftwithin such time.

             3.          Restrictionon Transferability.  Notwithstandingthe foregoing, however, the Company shall not be required to deliver anycertificate for shares of stock upon exercise of the Warrant except inaccordance with the provisions, and subject to the limitations, ofParagraph 8 and the restrictive legend under the heading “Restriction onTransfer” below.

             4.

             (a)         Covenantsof the Company.  The Companycovenants and agrees that all shares, which may be issued upon the exercise ofthe rights represented by the Warrants, will, prior to issuance, be dulyauthorized and issued, fully paid and non-assessable.  The Company further covenants and agrees that during the periodwithin which the rights represented by the Warrants may be exercised, theCompany will at all times have authorized, and reserved for the purpose ofissue or transfer upon exercise of the subscription rights evidenced by theWarrant, a sufficient number of shares of its common stock that are issuableupon exercise of the Warrants.
             (b)        Representationof the Company.  The Company has thecorporate power and authority to enter into this Agreement, the StrategicAgreement and other related agreements and transactions contemplated thereby.

             5.          Anti-DilutionAdjustments.  The warrant purchaseprice shall, from and after the date of issuance of this Warrant, be subject toadjustment from time to time as hereinafter provided in this Paragraph 4.

             (a)         Incase the Company shall at any time subdivide its outstanding shares of CommonStock into a greater number of shares, including any dividend declared toeffect a subdivision of the outstanding shares of Common Stock, the warrantpurchase price in effect immediately prior to such subdivision shall beproportionately reduced, and conversely, in case the outstanding shares ofCommon Stock of the Company shall be combined into a smaller number of shares,the warrant purchase price in effect immediately prior to such combinationshall be proportionately increased.

             (b)        Ifany capital reorganization or reclassification of the capital stock of theCompany, or consolidation or merger of the Company with another corporation, orthe sale of all or substantially all of its assets to another corporation shallbe effected in such a way that holders of Common Stock shall be entitled toreceive stock, securities or assets with respect to or in exchange for CommonStock, then, as a condition of such reorganization, reclassification,consolidation, merger or sale, the Company or such successor or purchasingcorporation, as the case may be, shall execute and deliver to the holder a newWarrant providing that the holder shall thereafter have the right to purchaseand receive, upon the basis and upon the terms and conditions specified thereinand in lieu of the shares of the Common Stock of the Company immediatelytheretofore purchasable and receivable upon the exercise of the rightsrepresented thereby, such shares of stock, securities or assets as may beissued or payable with respect to or in exchange for a number of outstandingshares of such Common Stock equal to the number of shares of such stockimmediately theretofore purchasable and receivable upon the exercise of therights represented thereby had such reorganization, reclassification,consolidation, merger or sale not taken place, and in any such case appropriateprovision shall be made with respect to the rights and interests of the holderof the Warrant to the end that the provisions hereof (including, withoutlimitation, provisions for adjustments of the warrant purchase price and of thenumber of shares purchasable upon the exercise of the Warrant) shall thereafterbe applicable, as nearly as may be, in relation to any shares of stock,securities or assets thereafter deliverable upon the exercise thereof.  The Company shall not effect any suchconsolidation, merger or sale, unless prior to the consummation thereof thesuccessor corporation (if other than the Company) resulting from suchconsolidation or merger or the corporation purchasing such assets shall assume,by written instrument executed and mailed to RESoft, the obligation to deliverto RESoft such shares of stock, securities or assets as, in accordance with theforegoing provisions, RESoft may be entitled to purchase.
             (c)         Uponany adjustment of the warrant purchase price, the Company shall give writtennotice thereof, by first-class mail, postage prepaid, addressed to RESoft atthe address as shown on the books of the Company, which notice shall state thewarrant purchase price resulting from such adjustment and the increase ordecrease, if any, in the number of shares purchasable at such price upon theexercise of the Warrant, setting forth in reasonable detail the method ofcalculation and the facts upon which such calculation is based.

             (d)        Ifany event occurs as to which the other provisions of this Paragraph 4 arenot strictly applicable or if strictly applicable would not fairly protect thepurchase rights of RESoft or of Common Stock in accordance with the essentialintent and principles of such provisions, then the Warrant shall be adjusted inthe application of such provisions, in accordance with such essential intentand principles, so as to protect such purchase rights as aforesaid.

             (e)         Nofractional shares of Common Stock shall be issued upon the exercise of theWarrants, but, instead of any fraction of a share which would otherwise beissuable, the Company shall pay a cash adjustment (which may be effected as areduction of the amount to be paid by RESoft upon such exercise) in respect ofsuch fraction in an amount equal to the same fraction of the market price pershare of Common Stock as of the close of business on the date of the writtennotice of exercise required by Paragraph 1 above.  “Market price” for purposes of this Paragraph 4(e) and forpurposes of Paragraph 8(c) hereof shall mean, (i) if the Common Stock is tradedon a securities exchange or on the Nasdaq National Market, the closing price ofthe Common Stock on such exchange or the Nasdaq National Market, or, (ii) ifthe Common Stock is otherwise traded in the over-the-counter market, theclosing bid price, in each case averaged over a period of five (5) consecutivebusiness days prior to the date as of which “market price” is beingdetermined.  If at any time the CommonStock is not traded on an exchange or the Nasdaq National Market, or otherwisetraded in the over-the-counter market, the “market price” shall be deemed to bethe higher of (i) the fair value thereof as determined by any firm ofindependent public accountants of recognized national standing selected by theBoard of Directors of the Company as of the last day of any month ending withinsixty (60) days preceding the date as of which the determination is to be made,or (ii) the fair value thereof determined in good faith by the Board ofDirectors of the Company as of a date which is within fifteen (15) days of thedate as of which the determination is to be made.  “Market price” and “fair value” shall be determined withoutregard to any liquidity or minority shareholder limitations in valuing suchshares of Common Stock.

             6.          CommonStock.  As used herein, the term“Common Stock” shall mean and include the Company’s presently authorized CommonStock and shall also include any capital stock of any class of the Companyhereafter authorized which shall not be limited to a fixed sum or percentage inrespect of the rights of the holders thereof to participate in dividends or inthe distribution of assets upon the voluntary or involuntary liquidation,dissolution or winding up of the Company; provided that the shares purchasablepursuant to the Warrants shall include shares designated as Common Stock of theCompany on the date of original issue of the Warrant or, in the case of anyreclassification of the outstanding shares thereof, the stock, securities orassets provided for in Paragraph 4(b) above.
             7.          NoVoting Rights.  The Warrants shallnot entitle RESoft to any voting rights or other rights as a shareholder of theCompany.

             8.          OptionalConversion.

             (a)         Inaddition to and without limiting the rights of RESoft under the terms of theWarrants, RESoft shall have the right (the “Conversion Right”) to convert anyWarrant or any portion of any Warrant into shares of Common Stock as providedin this Paragraph 7 after the Effective Date prior to its expiration.  Upon exercise of the Conversion Right withrespect to a particular number of shares subject to this Warrant (the“Converted Warrant Shares”), the Company shall deliver to RESoft, withoutpayment by RESoft of any exercise price or any cash or other consideration,that number of shares of Common Stock equal to the quotient obtained bydividing the Net Value (as hereinafter defined) of the Converted Warrant Sharesby the fair market value (as defined in Paragraph (d) below) of a single shareof Common Stock, determined in each case as of the close of business on theConversion Date (as hereinafter defined). The “Net Value” of the Converted Warrant Shares shall be determined bysubtracting the aggregate warrant purchase price of the Converted WarrantShares from the aggregate fair market value of the Converted WarrantShares.  No fractional shares shall be issuableupon exercise of the Conversion Right, and if the number of shares to be issuedin accordance with the foregoing formula is other than a whole number, theCompany shall pay to RESoft an amount in cash equal to the fair market value ofthe resulting fractional share.

             (b)        TheConversion Right may be exercised by RESoft by the surrender of the Warrant atthe principal office of the Company together with a written statementspecifying that RESoft intends to exercise the Conversion Right and indicatingthe number of shares subject to the Warrant which are being surrendered(referred to in Paragraph (a) above as the Converted Warrant Shares) inexercise of the Conversion Right.  Suchconversion shall be effective upon receipt by the Company of this Warranttogether with the aforesaid written statement, or on such later date as isspecified therein (the “Conversion Date”), but not later than the expirationdate of the Warrant.  Certificates forthe shares of Common Stock issuable upon exercise of the Conversion Right,together with a check in payment of any fractional share and, in the case of apartial exercise, a new warrant evidencing the shares remaining subject to theWarrant, shall be issued as of the Conversion Date and shall be delivered toRESoft within ten (10) days following the Conversion Date.

             (c)         Forpurposes of this Paragraph 7, the “fair market value” of a share of CommonStock as of a particular date shall be its “market price”, calculated asdescribed in Paragraph 4(e) hereof.
             9.          SecuritiesLaw Representations.  RESoft, byacceptance hereof, represents and warrants that (a) it is acquiring theWarrants for its own account for investment purposes only and not with a viewto its resale or distribution and (b) it has no present intention to resell orotherwise dispose of all or any part of the Warrants.  Other than pursuant to registration under federal and statesecurities laws or an exemption from such registration, (y) the Company willnot accept the exercise of the Warrants or issue certificates for shares ofWarrant Stock and (z) neither the Warrant nor any shares of Warrant Stock maybe sold, pledged, assigned or otherwise disposed of (whether voluntarily orinvoluntarily).  The Company maycondition such issuance or sale, pledge, assignment or other disposition on thereceipt from the party to whom the Warrant is to be so transferred or to whomWarrant Stock is to be issued or so transferred of any representations andagreements requested by the Company in order to permit such issuance ortransfer to be made pursuant to exemptions from registration under federal andapplicable state securities laws.  Eachcertificate representing the Warrant (or any part thereof) and any shares ofWarrant Stock shall be stamped with appropriate legends setting forth theserestrictions on transferability. RESoft, by acceptance hereof, agrees to givewritten notice to the Company before exercising or transferring the Warrant ortransferring any shares of Warrant Stock of RESoft’s intention to do so,describing briefly the manner of any proposed exercise or transfer.  Within thirty (30) days after receiving suchwritten notice, the Company shall notify RESoft as to whether such exercise ortransfer may be affected.

             10.        PreferredStock.  The Company will not issueany additional capital stock of any class preferred as to dividends or as tothe distribution of assets upon voluntary or involuntary liquidation,dissolution or winding up, unless RESoft is similarly issued a Warrant for anequal number of shares of such preferred stock pursuant to the terms of thisAgreement.

             11.        RegistrationRights.

             (a)         If, during the period ending two years after the lastexercise of any of the Warrants the Company proposes to register under theSecurities Act of 1933 (except by a Form S-8 or S-4 registration statement orany successor registration statement, or other similar form of limitedapplicability) any of its securities it will give written notice to RESoft andholders of any shares of Common Stock issued or issuable upon exercise of theWarrant Stock of its intention to do so and, on the written request of RESoft,given within twenty days after receipt of such notice (which request shallspecify the shares of Common Stock intended to be sold or disposed of byRESoft), the Company will use its best efforts to cause the Warrant Stock to beincluded in such notification or registration statement proposed to be filed bythe Company.  The Company shall not berequired to give such notice with respect to, or to include such Warrant Stockin, any such registration which is primarily (A) a registration of a stockoption plan or other employee benefit plan or of securities issued or issuablepursuant to any such plan, or (B) a registration of securities proposed to beissued in exchange to securities or assets of, or in connection with a mergeror consolidation with, another corporation; and the Company shall not berequired to include in any such registration any Warrant Stock previously dulyregistered under the Securities Act of 1933; and the Company may, in its sole discretion,withdraw any such registration statement and abandon the proposed offering inwhich RESoft had requested to participate, in which case RESoft will beentitled to participate in a subsequent public offering by the Company as ifthe withdrawn or abandoned registration statement had never been filed.  The costs and expenses of any registrationunder this subparagraph 8(a), including but not limited to legal fees, specialaudit fees, printing expenses, filing fees, fees and expenses relating toqualifications under state securities or blue sky laws and the premiums forinsurance, if any, incurred by the Company in connection with any registrationmade pursuant to this subparagraph 8(a) shall be borne entirely by the Company.  Nothing herein shall prevent the Companyfrom, at any time, abandoning or delaying any notification or registration,whether or not such notification or registration statement has been filed; and,furthermore, nothing herein shall require the Company to take any action or torefrain from taking any action in respect of any registration, it being agreedthat RESoft shall participate on the terms and the form of registrationproposed by the Company.  If anynotification or registration shall be underwritten, in whole or in part, the Companymay require that all Warrant Stock requested for inclusion in such notificationor registration statement be included in the underwriting on the same terms andconditions as the securities otherwise being sold to the underwriters.
             (b)        Further,during the period ending two years after the last exercise of any of theWarrants, on a one-time basis only, but only after the Company has completed aninitial public offering of its Common Stock registered with the SEC, uponrequest by RESoft, the Company will, at the expense of RESoft, promptly takeall necessary steps to register or qualify such Warrant Stock under Section3(b) or Section 5 of the Securities Act of 1933, as amended, and such statelaws as RESoft may reasonably request, and will use its best efforts to causesuch registrations or qualifications to become and remain effective for aperiod of at least 180 days.  Expensesborne by RESoft shall not include the cost of any financial statements preparedin the normal course of the Company’s business, and no charges shall be madefor the services of any officers or employees of the Company.  The Company shall be entitled to delayfiling any registration statement requested pursuant to this paragraph 8(b) inthe event that, in the reasonable judgment of the Company’s Board of Directors,such filing would interfere with any transaction of material overallsignificance to the Company then contemplated by the Company; provided,however, that no such delay shall exceed three months in duration.

             (c)         TheCompany hereby indemnifies RESoft and its officers and directors against alllosses, claims, damages and liabilities caused by any untrue statement of amaterial fact contained in any registration statement, prospectus, notificationor offering circular (and as amended or supplemented if the Company shall havefurnished any amendments or supplements thereto) or any preliminary prospectusor caused by any omission to state therein a material fact required to bestated therein or necessary to make the statements therein not misleading.

             12.        Choiceof Law. All questions concerning this Agreement or the Warrants grantedhereunder will be governed and interpreted and enforced in accordance with theinternal law of the State of Minnesota without regard for principles ofconflict of law.

**             IN WITNESS WHEREOF,**the parties have caused this Agreement to beexecuted by its duly authorized officers and to be dated as of the date setforth above.
RESoft, INC. CIRCATA CORPORATION     By: By:   Its: Its:   
 

**Confidential**

**EXHIBIT A**

**FORM OFSTOCK PURCHASE WARRANT**

ToSubscribe For And PurchaseCommon Stock of

CIRCATACORPORATION

THISCERTIFIES THAT, for good and valuable consideration received, RESoft, Inc., orits registered assigns, is entitled to subscribe for and purchase from CircataCorporation (the “Company”), a Minnesota corporation, _______________ fully paid and non-assessableshares of common stock, $.01 par value, of the Company (the “Common Stock”),or such greater or lesser number of such shares as may be determined by theanti–dilution provisions contained in the Master Warrant Agreement datedDecember 5, 2000 (“Master Warrant Agreement”), at a Warrant exerciseprice of $_______ per share, or suchgreater or lesser Warrant exercise price as may be determined by the anti–dilutionprovisions contained in the Master Warrant Agreement.

Dateof Issuance:         __________________,200___

Dateof Expiration        This Warrant may beexercised in whole or in part at any time or from time to time from and afterthe Date of Issuance until 5:00 p.m., Minneapolis, Minnesota time, on [3 years later].

***This Warrant is subject to the provisions,termsand conditions of the Master Warrant Agreement datedDecember 5, 2000 between RESoft, Inc. and Circata Corporation,all the terms of which are incorporated herein by reference.***

RESTRICTIONON TRANSFER

             The securities evidenced herebyhave not been registered under the Securities Act of 1933 and may not be sold,transferred, assigned, offered, pledged or otherwise distributed for valueunless there is an effective registration statement under such Act coveringsuch securities or the Company receives an opinion of counsel satisfactory tothe Company stating that such sale, transfer, assignment, pledge ordistribution is exempt from the registration and prospectus deliveryrequirements of such Act.
RESoft, INC. CIRCATA CORPORATION     By: By:   Its: Its: