<PAGE>


                                  Exhibit 10.5

                       Oracle Time and Materials Contract
                          Professor Portal Develpment


<PAGE>


                                                                    Exhibit 10.5

ORACLE(R)


Customer Name:       booktech.com
Customer Address:    605 Main Street
                     Winchester, MA 01890

================================================================================

This Engagement Contract ("EC") shall be governed by the terms of the Software
License and Services Agreement dated 11/15/99, 1999, (the "Agreement") between
Booktech.com ("Customer") and Oracle Corporation ("Oracle"). Oracle shall
provide Services under this EC only in the United States.

A. SERVICES

     1.   Oracle Obligations

          1.1  Scope of Services

               Oracle will assist Customer in designing, developing, testing and
               deploying Customer's Professor's Portal website and database
               ("Professors' Portal"), to be used by Customer's customers
               (professors or their administrative aides). The Professors'
               Portal functionality will contain the following capabilities:

               o    Create job requests for Professor Coursepacks

               o    Utilize existing Professor Coursepack and detail information
                    to assist with the development of a new coursepack

               o    Check the status of job requests

               Oracle and Customer, as part of a cooperative effort, will be
               responsible for specific Professor's Portal development processes
               and activities as follows:

                    o    Requirments definition: will be developed
                         collaboratively by Oracle and Customer

                    o    Existing systems examination: will be conducted
                         collaboratively by Oracle and Customer

                    o    Technical archiitecture: will be proposed by Oracle and
                         approved by Customer

                    o    Database builds: will be performed by Oracle until the
                         final Transition to Production phase

                    o    Application development: will be performed by Oracle
                         until the final Transition to Production phase.
                         Customer as an option, may designate one of it's IT
                         staff members to participate as developers on the
                         project as part of their preparation for assuming
                         system maintenance responsibilities.

                    o    Data convention: will be performed by Oracle, and
                         verified by Customer during system testing before going
                         live.

                    o    Documentation: On-line documentation will be integrated
                         into the web user interface ("UI") by Oracle.

                    o    Testing: Oracle will assist Customer in performing Unit
                         Testing of developed code. Customer and Oracle will
                         collaborate to define the final test plan.

                    o    Training: Oracle will provide up to time (3) days of
                         preparation and delivery time for an application
                         train-the-trainer presentation for up to three (3) of
                         Customer's users. Customer's users will have the
                         responsibility of training the remainder of Customer's
                         staff. Additional application training required by
                         Customer may be provided by Oracle, under this EC, at
                         an additional cost. Customer can obtain additional
                         Services for training through Oracle Education, under a
                         separate EC.



                                   Page 1 of 6


<PAGE>


                    o    Transition to production: Oracle will supply support
                         for Customer's Professor's Portal and respond to
                         Customers users and operations staff issues during the
                         transition testing period

               In addition, Oracle will provide up to forty (40) days of
               application specific technical support to assist Customer with
               mapping and correcting Customer's Inventory and Bill of Materials
               to Oracle Inventory and Bill of Materials modules (to be
               implemented under separate EC by using open available with Oracle
               Applications Release 11.

               Furthermore, Oracle will provide up to twenty five (25) days of
               Oracle Applications data base administration support to Customer
               during the implementation of Oracle Applications Release 11.
               (Services for Oracle Applications implementation to be covered
               under a separate EC).

          1.2 Oracle Assumptions

               The Description of Services and any fee estimate included in this
               EC are based upon information Customer has presented to Oracle,
               and Customer fulfilling its obligations as required in this EC
               and the following assumptions:

                    o    Customer's current MicroSoft ("MS") Access Forms and
                         Reports must be replaced with new order entry
                         facilities data that tie into the new relational
                         database and/or the Oracle Applications. This is
                         necessary in order for Customer's current internal data
                         entry operations to continue to function.

                    o    Oracle's Waltham, Massachusetts, iSolution Center, will
                         be the primary location for project devlopment.
                         Customer's staff will need to participate in project
                         activities at Oracle iSolution Center in Waltham.

                    o    There is no immediate need to automate the documented
                         "Book Tech Process" via Oracle Workflow.

                    o    The Professors' Portal transition testing will be
                         conducted over an estimated period of five (5) days.

                    o    The following items are outside the Scope of Services
                         for EC:

                         o    The new Order Entry Facilities and the associated
                              estimated investment and effort

                         o    The Student work Portal and related functionality

                         o    Training on Oracle tools

                         o    The automated "Book Tech Process"

     2.   Customer's Obligations

          Customer acknowledges that its timely provision of and access to
          office accommodations, facilities, equipment, assistance,
          cooperation, complete and accurate information and data from its
          officers, ages, and employees, and suitably configured computer
          products (collectively, "Cooperation") are essential to performance of
          any Services as set forth in this EC and that Oracle shall not be
          liable for any deficiency in performing Services if such deficiency
          results from Customer's failure to provide full Cooperation.

          Customer acknowledges that Oracle's ability to complete the Services
          under this EC is dependent upon Customer's completion of the
          following: (this list is not intended to be exhaustive):

               o    Customer is responsible for timely installation and
                    configuration of Customer's runtime system environent and
                    web server. Customer agrees that the installation and
                    configuration of this environment will be accomplished prior
                    to the transition testing.

               o    Customer makes available to Oracle operations and support
                    staff who have Oracle expertise, to augment Customer's
                    current staff.

               o    Customer's end-users will be accessible to Oracle,
                    throughout project duration, to provide feedback on
                    development issues order to facilitate a timely resolution
                    of such issues.


                                   Page 2 of 6


<PAGE>



               Customer acknowledges that during this project, Customer will be
               experincing a high volume of business, however, will still
               provide access to it's employees when necessary.

          o    Customer's end-users will perform hands-on testing to validate
               prototypes and interim (pre-release) application versions.

          o    Customer will execute the final Professor's Portal System test

          o    Customer's resources will have primary responsibility for initial
               installation and configuration of Customer's hardware and Oracle
               software products.

          o    Customer will have the responsibility for the operation and
               maintenance of the Professor's Portal system after the final
               transition test period

          o    Customer will be responsible for drafting all end-user
               documentation (printed and online)

     2.2  Customer Key Personnel

          The parties acknowledge that availability of certain Customer
          personnel, is critical to the performance of Services under this EC.
          Customer agreement to make the following personnel available, to
          Oracle, for the duration of Services under this EC:

          o    1T resources merchandising, database, operations and system
               administrators, whose responsibilities shall include:

               o    Providing information regarding the existing MS Access
                    Application

               o    Providing information regarding the Customer's new hardware
                    and software infastructure

               o    Installing and configuring Oracle tools and the application
                    during the Transition to Production phase

               o    Performing maintenance for the Professors' Portal (including
                    database builds and code fixes) during the transition to the
                    production phase

               o    Developing and executing the transition test plans (with
                    assistance from Customer's business users and analysts)

          o    Customer management, business users and analysts, whose
               responsibilities shall include:

               o    Assisting to develop and priortize a list of business
                    requirements

               o    Validating prototypes and iterative build of the application

               o    Providing existing system (the custom MS access application)
                    expertise and knowledge

               o    Creating user documentation

               o    Developing and executing the transition test plan (with
                    assistance from Customer's IT project resources)

     3.   Project Management

          3.1  Protect Manager Each party shall designate a Project Manager
               who shall work together with the other party's Project Manager to
               facilitate an efficient delivery of Services.

          3.2  Change Orders. Any change in the specified Scope of Services must
               be mutually agreed upon by the parties in writing. Oracle
               consent should be obtained if any change in Customer
               requirements, software or hardware will affect Oracle's
               estimates. Oracle's standard Change Order Procedures may be used
               to document these changes.

     B.   RATES AND PAYMENTS

     1.   Rates

          For a period of one year from the Effective Date, the Services
          specified above shall be provided at a 15% discount off Oracle's
          standard consulting rates in effect when such Services are performed.
          Oracle's standard consulting rates are listed in Oracle's US Price
          List; those rates which are in effect as of the Effective Date hereof
          an listed below for Customer's convenience. Thereafter, Oracle and
          Customer shall agree in good faith to rates for services performed
          under this EC.


                                   Page 3 of 6

<PAGE>




          The following are Oracle's Standard Hourly Rates based on the current
          US Price List as of the Effective Date of this EC less the discount
          specified above:

                                   RATE TABLE

<TABLE>
<CAPTION>

                  Consultant Level            List Rate          15% Discount           Extended Rate
                  ----------------            ($/Hourly)         ------------           -------------
                                              ----------
<S>                                           <C>                <C>                    <C>
                  Practice Manager              375.00                56.25                 318.75
                  Mng Principal                 316.00                47.40                 268.60
                  Sr Principal                  316.00                47.40                 268.60
                  Principal                     277.00                41.55                 235.45
                  Senior                        227.00                34.05                 192.95
                  Staff                         198.00                29.70                 168.30
</TABLE>


     2. Payment Type

          The Services specified above are provided on a time and materials
          ("T&M") basis; that is, Customer shall pay Oracle for all of the time
          spent performing such Services, plus materials, taxes and expenses.
          The fee estimate related to the Services performed under this EC is
          four hundred thirty one thousand dollars ($431,000.00). All estimates
          related to this EC, including the fee estimate, are intended only to
          be an estimate for Customer's budgeting and Oracle's resource
          scheduling purposes; fee estimates do not include materials, expenses
          or taxes. Once fees for Services reach the fee estimate, Oracle will
          cooperate with Customer to provide continuing Services on a T&M
          basis.

     3. Invoicing

          All fees and expenses will be invoiced monthly and will be payable
          within thirty (30) days of the date of invoice. Actual reasonable
          travel and out-of-pocket expenses, tax, and Services provided by the
          Oracle Education Services group, if any (including but not limited to
          Organizational Change Management Services), or any group other than
          Oracle Consulting, are not included in the rates set forth above and
          will be invoiced separately.

     4. Compensatory Tax

          The parties acknowledge that temporary living reimbursements to Oracle
          consultant(s) may be deemed compensatory under federal, state, and
          local tax laws if a consultant's assignment in a particu1ar location
          will exceed or has exceeded one year. Where reasonably possible,
          Oracle will plan with Customer to limit the duration of a consultant's
          assignment in a particular location to less than one year. If
          Customer's requirements are such that it becomes necessary for a
          consultant's services in a particular location to continue for a year
          or more and as a result such consultant's living expenses are deemed
          compensatory for tax purposes, then, Customer agrees to pay Oracle
          the amount of additional compensation provided to such Oracle
          personnel to compensate for taxes imposed therefor.

C. ADDITIONAL TERMS

     1. Rights to Developments

          Oracle grants Customer a perpetual, non-exclusive, nontransferable,
          royalty-free license to use anything developed by Oracle for Customer
          under this EC ("Contract Property"). Oracle shall retain all
          copyrights, patent rights, and other intellectual property rights to
          the Contract Property.

     2. Segmentation


                                   Page 4 of 6


<PAGE>



          Customer acknowledges that the Services acquired hereunder were bid by
          Oracle separately from any Oracle program licenses. Customer
          understands that it has the right to acquire Services without
          acquiring any Oracle program licenses, and that Customer has the right
          to acquire the Services and any Oracle program licenses separately.


          BOOKTECH.COM:                           ORACLE CORPORATION:

          Signature: /s/ Morris A. Shepard        Signature: /s/ Renee Antao
                    -----------------------                  -------------------


          Name:   Morris A. Shepard              Name:   Renee Antao
                 -----------------------                 -----------------------

          Title: Chairman & CEO                   Title: Contracts Manager
                 -----------------------                 -----------------------

          Effective Date: 8-23-99
                         ---------------



                                   Page 5 of 6


<PAGE>



PROJECT IDENTIFICATION ATTACHMENT

Oracle Project ID No. 300032034
                      ---------

Oracle Consulting Administrator
         Name:             Joyce Prato
         Address:          1100 Abernathy Rd., Bldg. 500, Suite 1120
                           Atlanta, GA 30328
         Telephone:        (770) 351-3670
         Fax:              (770) 551-5568

Oracle Project Manager:
         Name:             Mandar Pendse
         Address:          1000 Winter Street
                           Waltham, MA 02154
         Telephone:        (781) 895-5223
         Fax:              (781)684-7972

Customer Billing/Accounts Payable Contact:
         Name:             John Schmottlach
         Address:          605 Main Street
                           Winchester, MA 01890
         Telephone:        (800) 750-6229
         Fax:              (781) 729-5936

Customer Project Manager.
         Name:             John Schmottlach
         Address:          605 Main Street
                           Winchester, MA 01890
         Telephone:        (800) 750-6229
         Fax:              (781) 729-5936


 Purchase Order No. _____________     Please provide a Purchase Order or sign
                                      the Purchase Order Exemption
                                      Acknowledgment below.


Purchase Order Exemption Acknowledgment

Customer does not issue Purchase Orders for Services, however, Customer agrees
to pay for Services performed under this EC, as specified in the EC and/or
Agreement.



         By: /s/ Illegible
             -------------------------
             Customer Purchasing Agent

Tax Information

___ (1) Exempt (Attach Tax Exemption Form)
___ (2) Non-exempt



                                  Page 6 of 6

<PAGE>


ORACLE

                     SOFTWARE LICENSE AND SERVICES AGREEMENT

This Software License and Services Agreement ("Agreement") is between Oracle
Corporation ("Oracle") and the Customer identified below. The terms of this
Agreement shall apply to each Program license granted and to all services
provided by Oracle under this Agreement, which will be identified on one or more
Order Forms.

I.   DEFINITIONS

1.1. "Program" means the software in object code form distributed by Oracle for
     which Customer is granted a license pursuant to this Agreement, and the
     media, Documentation and Updates therefor.

1.2. "Documentation" means the user guides and manuals for installation and
     use of the Program software. Documentation is provided in whatever form is
     generally available.

1.3. "Update" means a subsequent release of the Program which Oracle generally
     makes available for Program licenses at no additional license fee other
     than media and handling charges, provided Customer has ordered Technical
     Support for such licenses for the relevant time period. Update shall not
     include any release, option or future product which Oracle licenses
     separately.

1.4. "Order Form" means the document in hard copy or electronic form by which
     Customer orders Program licenses and services, and which is agreed to by
     the parties. The Order Form shall reference the Effective Date of this
     Agreement.

1.5. "Designated System" means the computer hardware and operating system
     designated on the relevant Order Form.

1.6. "Technical Support" means Program support provided under Oracle's policies
     in effect on the date Technical Support is ordered.

1.7. "Commencement Date" means the date on which the Programs are delivered
     by Oracle to Customer, or if no delivery is necessary, the Effective Date
     set forth on the relevant Order Form.

1.8. "Services" means Technical Support, training, or specified by law.
     consulting services provided by Oracle to Customer under this Agreement.

II.  PROGRAM LICENSE

2.1. Rights Granted

     A.   Oracle grants to Customer a nonexclusive license to use the Programs
          specified on an Order Form under this Agreement as of the Commencement
          Date, as follows:


          i.   to use the Programs solely Customer's operations on the
               Designated System or on a backup for system if the Designated
               System is inoperative, consistent with the use limitations
               specified or referenced in this Agreement, an Order Form, or the
               Documentation. Customer may not relicense, rent or lease the
               Programs or use the Programs for third-party training, commercial
               time-sharing or service bureau use;

          ii.  to use the Documentation provided with the Programs in support of
               Customer's authorized use of the Programs;

          iii. to copy the Programs for archival or backup purposes, and to make
               a sufficient number of copies for the use specified in the Order
               Form. All titles, trademarks, and copyright and restricted rights
               notices shall be reproduced in such copies;

          iv.  to modify the Programs and combine them with other software
               products; and

          v.   to allow third parties to use the Programs for Customer's
               operations so long as Customer ensures that use of the Programs
               is in accordance with the terms of this Agreement.

          Customer shall not copy or use the Programs (including the
          Documentation) except as specified in this Agreement or an Order Form.
          Customer shall have no right to use any other software program that
          may be delivered with ordered Programs.

     B.   Customer agrees not to cause or permit the reverse engineering,
          disassembly or decompilation of the Programs, except to the extent
          required to obtain interoperability with other independently created
          software or as specified by law.


     C.   Oracle shall retain all title, copyright and other proprietary rights
          in the Programs. Customer does not acquire any rights, express or
          implied, in the Programs, other than those specified in this
          Agreement.

2.2. Transfer and Assignment

     A.   Customer may transfer a Program within its organization upon notice to
          Oracle; transfers are subject to the terms and fees specified in
          Oracle's transfer policy in effect at the time of the transfer.

     B.   Customer may not assign this Agreement or transfer a Program License
          to a legal entity separate from Customer without the prior


ORACLE(R)

<PAGE>


          written consent of Oracle. Oracle shall not unreasonably withhold or
          delay such consent.

2.3. Verification

     At Oracle's written request, not more frequently than annually, Customer
     shall furnish Oracle with a signed certification verifying that the
     Programs are being used pursuant to the provisions of this Agreement and
     applicable Order Forms.

     Oracle may audit Customer's use of the Programs. Any such audit shall be
     conducted during regular business hours at Customer's facilities and shall
     not unreasonably interfere with Customer's business activities. If an audit
     reveals that Customer has underpaid fees to Oracle, Customer shall be
     invoiced for such underpaid fees. Audits shall be conducted no more than
     once annually.

III. TECHNICAL SERVICES

3.1. Technical Support Services

     Technical Support services ordered by Customer will be provided under
     Oracle's Technical Support policies in effect on the date Technical Support
     is ordered.

3.2. Consulting and Training Services

     Oracle will provide consulting and training services agreed to by the
     parties under the terms of this Agreement. All consulting services shall be
     billed on a time and materials basis unless the parties expressly agree
     otherwise in writing.

3.3. Incidental Expenses

     For any on-site services requested by Customer, Customer shall reimburse
     Oracle for actual, reasonable travel and out-of-pocket expenses incurred.

IV.  TERM AND TERMINATION

4.1. Term

     If not otherwise specified on the Order Form, this Agreement and each
     Program license granted under this Agreement shall continue perpetually
     unless terminated under this Article IV.

4.2. Termination by Customer

     Customer may terminate any Program license at any time; however,
     termination shall not relieve Customer's obligations specified in Section
     4.4.

4.3. Termination by Oracle

     Oracle may terminate this Agreement or any license upon written notice if
     Customer materially breaches this Agreement and fails to correct the breach
     within 30 days following written notice specifying the breach.

4.4. Effect of Termination

     Termination of this Agreement or any license shall not limit either party
     from pursuing other remedies available to it, including injunctive relief,
     nor shall such termination relieve Customer's obligation to pay all fees
     that have accrued or are otherwise owed by Customer under any Order Form.
     The parties' rights and obligations under Sections 2.1.B, 2.1.C, and 2.2B,
     and Articles IV, V, VI and VII shall survive termination of this Agreement.
     Upon termination, Customer shall cease using, and shall return or destroy,
     all copies of the applicable Programs.

V    INDEMNITY, WARRANTIES, REMEDIES

5.1. Infringement Indemnity

     Oracle will defend and indemnify Customer against a claim that the Programs
     infringe a copyright or patent or other intellectual property right,
     provided that: (a) Customer notifies Oracle in writing within 30 days of
     the claim; (b) Oracle has sole control of the defense and all related
     settlement negotiations; and (c) Customer provides Oracle with the
     assistance, information and authority necessary to perform Oracle's
     obligations under this Section. Oracle will reimburse Customer's reasonable
     out-of-pocket expenses incurred in providing such assistance. Oracle shall
     have no liability for any claim of infringement based on use of a
     superseded or altered release of Programs if the infringement would have
     been avoided by the use of a current unaltered release of the Programs
     which Oracle provides to Customer.

     If the Programs are held or are believed by Oracle to infringe, Oracle
     shall have the option, at its expense, to (a) modify the Programs to be
     noninfringing; or (b) obtain for Customer a license to continue using the
     Programs. If it is not commercially reasonable to perform either of the
     above options, then Oracle may terminate the license for the infringing
     Programs and refund the license fees paid for those Programs. This Section
     5.1 states Oracle's entire liability and Customer's exclusive remedy for
     infringement.

5.2. Warranties and Disclaimers

     A.   Program Warranty

          Oracle warrants for a period of one year from the Commencement Date
          that each unmodified Program will perform the functions described in
          the Documentation.

     B.   Media Warranty

          Oracle warrants the tapes, diskettes or other media to be free of
          defects in materials and workmanship under normal use for 90 days from
          the Commencement Date.

     C.   Services Warranty

          Oracle warrants that its Technical Support, training and consulting
          services will be performed consistent with generally accepted industry
          standards. This warranty shall be valid for 90 days from performance
          of service.

     D.   Disclaimers

          THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
          WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED

ORACLE(R)

<PAGE>


          WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

          Oracle does not warrant that the Programs will operate in combinations
          other than as specified In the Documentation or that the operation of
          the Programs will be uninterrupted or error-free. Pre-production
          releases of Programs and computer-based training products are
          distributed "AS IS."

5.3. Exclusive Remedies

     For any breach of the warranties contained in Section 5.2, Customer's
     exclusive remedy, and Oracle's entire liability, shall be:

     A.   For Programs

          The correction of Program errors that cause breach of the warranty, or
          if Oracle is unable to make the Program operate as warranted, Customer
          shall be entitled to terminate the Program license and recover the
          fees paid to Oracle for the Program license.

     B.   For Media

          The replacement of defective media returned within 90 days of the
          Commencement Date.

     C.   For Services

          The reperformance of the services, or if Oracle is unable to perform
          the services as warranted, Customer shall be entitled to recover the
          fees paid to Oracle for the unsatisfactory services.

VI.  PAYMENT PROVISIONS

6.1. Invoicing and Payment

     All fees shall be due and payable 30 days from the invoice date. Customer
     agrees to pay applicable media and shipping charges. Customer shall issue a
     purchase order, or alternative document acceptable to Oracle, on or before
     the Effective Date of the applicable Order Form.

6.2. Taxes

     The fees listed in this Agreement do not include taxes; if Oracle is
     required to pay sales, use, property, value-added or other taxes based on
     the licenses or services granted in this Agreement or on Customer's use of
     Programs or services, then such taxes shall be billed to and paid by
     Customer. This Section shall not apply to taxes based on Oracle's income.

VII. GENERAL TERMS

7.1. Nondisclosure

     By virtue of this Agreement, the parties may have access to information
     that is confidential to one another ("Confidential Information").
     Confidential Information shall be limited to the Programs, the terms and
     pricing under this Agreement, and all information clearly identified as
     confidential.


     A party's Confidential Information shall not include information that: (a)
     is or becomes a part of the public domain through no act or omission of the
     other party; (b) was in the other party's lawful possession prior to the
     disclosure and had not been obtained by the other party either directly or
     indirectly from the disclosing party; (c) is lawfully disclosed to the
     other party by a third party without restriction on disclosure; or (d) is
     independently developed by the other party. Customer shall not disclose the
     results of any benchmark tests of the Programs to any third party without
     Oracle's prior written approval.

     The parties agree to hold each other's Confidential Information in
     confidence during the term of this Agreement and for a period of two years
     after termination of this Agreement. The parties agree, unless required by
     law, not to make each other's Confidential Information available in any
     form to any third party for any purpose other than the implementation of
     this Agreement. Each party agrees to take all reasonable steps to ensure
     that Confidential Information is not disclosed or distributed by its
     employees or agents in violation of the terms of this Agreement.

7.2. Governing Law

     This Agreement, and all matters arising out of or relating to this
     Agreement, shall be governed by the laws of the State of California.

7.3. Jurisdiction

     Any legal action or proceeding relating to this Agreement shall be
     instituted in a state or federal court in San Francisco or San Mateo
     County, California. Oracle and Customer agree to submit to the jurisdiction
     of, and agree that venue is proper in, these courts in any such legal
     action or proceeding.

7.4. Notice

     All notices, including notices of address change, required to be sent
     hereunder shall be in writing and shall be deemed to have been given when
     mailed by first class mail to the first address listed in the relevant
     Order Form (if to Customer) or to the Oracle address on the Order Form (if
     to Oracle).

     To expedite order processing, Customer agrees that Oracle may treat
     documents faxed by Customer to Oracle as original documents; nevertheless,
     either party may require the other to exchange original signed documents.

7.5. Limitation of Liability

     In no event shall either party be liable for any indirect, incidental,
     special or consequential damages, or damages for loss of profits, revenue,
     data or use, incurred by either party or any third party, whether in an
     action in contract or tort, even if the other party has been advised of the
     possibility of such damages. Oracle's liability for damages hereunder shall
     in no event exceed the amount of fees paid by Customer under this
     Agreement, and if such damages


<PAGE>



     result from Customer's use of the Program or services, such liability shall
     be limited to fees paid for the relevant Program or services giving rise to
     the liability.

     The provisions of this Agreement allocate the risks between oracle and
     Customer. Oracle's pricing reflects this allocation of risk and the
     limitation of liability specked herein.

7.6. Severability

     If any provision of this Agreement is held to be invalid or unenforceable,
     the remaining provisions of this Agreement will remain in full force.

7.7. Waiver

     The waiver by either party of any default or breach of this Agreement shall
     not constitute a waiver of any other or subsequent default or breach.
     Except for actions for nonpayment or breach of Oracle's proprietary rights
     in the Programs, no action, regardless of form, arising out of this
     Agreement may be brought by either party more than two years after the
     cause of action has accrued.

7.8. Export Administration

     Customer agrees to comply fully with all relevant export laws and
     regulations of the United States ("Export Laws") to assure that neither the
     Programs nor any direct product thereof are (1) exported, directly or
     indirectly, in violation of Export Laws; or (2) are intended to be used for
     any purposes prohibited by the Export Laws, including, without limitation,
     nuclear, chemical, or biological weapons proliferation.

7.9. Entire Agreement

     This Agreement constitutes the complete agreement between the parties and
     supersedes all prior or contemporaneous agreements or representations,
     written or oral, concerning the subject matter of this Agreement. This
     Agreement may not be modified or amended except in a writing signed by a
     duly authorized representative of each party; no other act, document, usage
     or custom shall be deemed to amend or modify this Agreement.

     It is expressly agreed that the terms of this Agreement and any Order Form
     shall supersede the terms in any Customer purchase order or other ordering
     document. This Agreement shall also supersede all terms of any unsigned or
     "shrinkwrap" license included in any package, media, or electronic version
     of Oracle-furnished software and any such software shall be licensed under
     the terms of this Agreement, provided that the use limitations contained in
     an unsigned ordering document shall be effective for the specified
     licenses.



 The Effective Date of this Agreement shall be _____________________.

 Executed by Customer:

 Authorized Signature:____________________________

 Name:     _______________________________________

 Title:    _______________________________________

 Address:  _______________________________________



Executed by Oracle Corporation:

Authorized Signature: ____________________________

Name:   __________________________________________

Title:  __________________________________________

Address: 500 Oracle Parkway, Redwood City, CA






 Oracie is a registered trademark of Oracle Corporation
 13006-6199

 ORACLE(R)