BACKOFFICE SOFTWARE LABS TESTING AGREEMENT

This BackOffice Software Labs Testing Agreement ( the "Agreement") is made and entered into this _____ day of ___________, 199_ (the "Effective Date"), by and between MICROSOFT CORPORATION, a Washington corporation, with offices at One Microsoft Way, Redmond, WA 98052-6399 (hereafter "MS"), and ________________________________________, (hereafter "COMPANY").

The parties agree as follows:

1. MICROSOFT COMPATIBILITY TESTING.

MS will conduct compatibility testing of COMPANY's software products(s) (hereafter "Company Product(s)") with the MS BackOffice standard testing procedures and policies in effect at the time of testing. MS shall at all times have control of the manner and method of compatibility testing. Additional Exhibit A(s) may be added to this Agreement at any time during the term of this Agreement upon the written agreement of the parties as set forth in Section 3(d) of this Agreement.

2. COMPANY PRODUCT(S).

(a) COMPANY will ship the Company Product(s) to the location designated by MS. COMPANY shall be responsible for all costs associated with freight, insurance and packaging related to the transportation of Company Product(s) to MS's designated testing location. COMPANY represents and warrants that all of the Company Product(s) submitted to MS for compatibility testing pursuant to this Agreement have been released or are ready for release for general distribution, that COMPANY has adequately and extensively tested the Company Product(s), that any major errors affecting a Company Product's functionality which have been detected by COMPANY or its customers have been corrected, and that the Company Product(s) are subject to ongoing support, error detection and correction. COMPANY shall provide the Company Product(s), as specified in the applicable Exhibit A, all of which Company Product(s) shall be in good condition and working order. COMPANY shall also provide MS with installation and user manuals for all Company Product(s), as well as any other documentation reasonably requested by MS for conducting the testing activities.

(b) COMPANY shall be responsible for maintaining the Company Product(s), and shall designate a technical contact person for the particular Company Product(s) covered by a given Exhibit A as set forth in the Exhibit which person shall be available by telephone during normal business hours, Pacific Standard Time or Pacific Daylight Time, as applicable, to provide on-going technical assistance to MS. MS shall not be liable for any damage to the Company Product(s) while on MS' premises or in transit.

(c) COMPANY shall deliver, to MS' BackOffice Logo Department, a final version of Company Product(s), including packaging which bears any licensed MS logo, within one week of the date such Company Product(s) becomes commercially available. MS may, at its sole discretion, conduct random re-tests of Company Product(s) to ensure continued compatibility.

3. TESTING.

(a) MS Compatibility Testing. MS will test the Company Product(s) delivered to MS pursuant to this Agreement with the MS Software(s) specified in the applicable Exhibit A, such testing to be in accordance with MS' standard testing procedures and policies in effect at the time of testing. The decision as to whether a particular Company Product is deemed to have passed the compatibility test shall be made by MS in its sole discretion based on the MS standard criteria in effect at the time of testing. MS reserves the right to contract with other companies to perform some or all of the testing of the Company Product(s).

(b) Testing Report. MS will provide COMPANY with a written report indicating whether the Company Product(s) specified in a given Exhibit A have passed the applicable compatibility test. In the event the Company Product passes the applicable compatibility test, COMPANY may republish all or portions of the report, provided such portions are not taken out of context or used in way which is misleading or in violation of any provision of this Agreement.

(c) Testing Failures. In the event a Company Product(s) fails to pass the test, MS will indicate in the written report the reasons for the failure, however, MS is not obligated to provide recommendations for improvements to Company Product(s). During the term of this Agreement, COMPANY may request that MS re-test the applicable Company Product if: (i) MS at such time currently offers such compatibility testing; (ii) COMPANY pays MS the re-testing fees in effect at such time for the applicable compatibility testing process; and (iii) COMPANY satisfactorily complies with any other prerequisite(s) to compatibility testing.

(d) Additional MS Compatibility Testing. In the event COMPANY during the term of this Agreement, desires compatibility testing for additional software products, modified Company Product(s) or additional MS software products or versions, COMPANY may obtain such additional testing if: (i) MS at such time currently offers such compatibility testing; (ii) COMPANY pays MS the testing fees in effect at such time for the applicable compatibility testing process; (iii) COMPANY satisfactorily complies with other prerequisites(s) to compatibility testing; and (iv) COMPANY and MS execute a new Exhibit A to this Agreement covering such additional products.

4. PAYMENT.

COMPANY shall pay MS by check the amounts according to the schedule set forth in Exhibit A. Purchase orders will not be accepted unless COMPANY has a current credit line with MS. Prices are exclusive of any federal, state, municipal or other governmental taxes, duties, licenses, fees, excises or tariffs now or hereafter imposed on COMPANY's participation in or receipt of information regarding compatibility testing.

5. DISCLAIMER OF WARRANTY.

PROVIDED COMPANY COMPLIES WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, MS HEREBY AGREES TO IN GOOD FAITH PERFORM ITS CURRENT COMPATIBILITY TEST ON THE COMPANY PRODUCT(S). COMPANY'S SOLE REMEDY FOR MS' FAILURE TO PERFORM THE TEST IN GOOD FAITH SHALL BE, AT MS' OPTION, EITHER (a) A RE-TEST OR (b) REFUND OF THE TEST FEES PAID HEREUNDER. EXCEPT FOR THE PRECEDING SENTENCE, MS' TESTING SERVICES ARE PROVIDED "AS IS", AND MS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6. LIMITATION OF LIABILITIES.

(a) COMPANY AGREES THAT MS SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS OR OPPORTUNITIES OR DAMAGES RESULTING FROM DELAYS IN TESTING), EVEN IF MS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, MS' LIABILITY SHALL NOT EXCEED AMOUNTS PAID BY COMPANY HEREUNDER.

(b) MS AGREES THAT COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS OR OPPORTUNITIES) EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. NONDISCLOSURE.

(a) Each party expressly undertakes to retain in confidence all information and know-how transmitted to the other that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and will make no use of such information and know-how except under the terms and during the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentiality of information that (i) it received rightfully from another party prior to its receipt from the disclosing party; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; or (iii) is independently developed by the obligated party. Further, either party may disclose confidential information as required by governmental or judicial order, provided such party gives the other prompt notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Each party's obligation under this Section shall extend to the earlier of such time as the information protected hereby is publicly available through no fault of the obligated party or five (5) years following receipt of the confidential information.

(b) The parties' obligations of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without use of the other party's confidential information. Further, either party shall be free to use for any purpose the residuals resulting from access to or work with such confidential information, provided that such party shall maintain the confidentiality of the confidential information as provided herein. The term "residuals" means information in non-tangible form, which may be retained by persons who have had access to the confidential information, including ideas, concepts, know-how or techniques contained therein. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, the foregoing shall not be deemed to grant to either party a license under the other party's copyrights or patents.

8. TERM AND TERMINATION.

(a) Term. The initial term of this Agreement shall commence as of the Effective Date and shall continue for one (1) year. Thereafter the term of this Agreement shall automatically renew for two (2) successive one year periods unless either party gives notice of its intent not to renew sixty (60) days prior to the expiration of the initial term or any subsequent renewal term.

(b) Termination. Either party may terminate this Agreement at any time prior to MS' commencing testing upon thirty (30) days prior written notice to the other party.

(c) Survival. Sections 5, 6, 7, 8(d), 9 and 10 shall survive termination of this Agreement.

(d) Licenses. End user, OEM and distributor licenses properly granted prior to any termination or expiration of this Agreement shall not be abridged or diminished by any expiration or termination of this Agreement.

9. NOTICES.

All notices, authorizations, and requests in connection with this Agreement shall be deemed given on the day they are (i) deposited in the U.S. mails, postage prepaid, certified or registered, return receipt requested; or (ii) sent by overnight courier, charges prepaid, with a confirming fax; and addressed as follows:

COMPANY: ___________________________________________

___________________________________________

Attention: ___________________________________________

Fax: ___________________________________________

MS: Attn: Microsoft BackOffice Software Testing

Attn: Todd Merrell - Bldg. 20/1018

MICROSOFT CORPORATION

One Microsoft Way

Redmond, WA 98052-6399

Fax: (425) 936-7329

or to such other address as the party to receive the notice or request so designates by written notice to the other.

10. MISCELLANEOUS.

(a) Governing Law. This Agreement shall be construed and controlled by the laws of the State of Washington, and COMPANY further consents to jurisdiction and venue by the state and federal courts sitting in the State of Washington. Process may be served on COMPANY by U.S. Mail, postage prepaid certified or registered, return receipt requested, or by such other method as is authorized by the Washington Long Arm Statute.

(b) Attorneys' Fees. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable costs and attorney's fees.

(c) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications with respect to the subject matter hereof. This Agreement shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of Company and MS by their respective duly authorized representatives. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

(d) Prohibition on Assignment. This Agreement may be assigned by MS but shall not be assigned by COMPANY without MS' prior written approval. Except as otherwise provided, this Agreement shall be binding upon and inure to the benefit of the parties' successors and lawful assigns.

(e) No Partnership. Neither this Agreement, nor any terms or conditions contained herein, shall be construed as creating a partnership, joint venture, agency relationship or franchise.

(f) Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

(g) Section Headings. The Section headings herein are for the convenience of the parties and shall not be deemed to supersede or modify any provisions.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

MICROSOFT CORPORATION _______________________________

COMPANY

________________________________ _______________________________

By By

________________________________ _______________________________

Name (Print) Name (Print)

________________________________ _______________________________

Title Title

_________________________________ _______________________________

Date Date

EXHIBIT A

Microsoft Software, Company Product(s), Testing Fees, and Company Technical Contacts

I. Microsoft Software:

MS will perform compatibility testing for the Company Product(s) specified hereunder in conjunction with Microsoft BackOffice.

II. Company Product(s):

Product name and version #

III. Fees (all fees payable prior to MS commencing testing):

Number of Amount Per

Customer Customer

A. Testing Fees Products Product Total

Per software application ______ _________ _________

INITIAL SOFTWARE TESTING FEES WILL BE WAIVED THROUGH CALENDAR YEAR 1996.

B. Re-testing

MS will re-test failed Company Product(s) as specified one time at no charge and, thereafter, at the rate of Five Hundred Dollars (US$500.00) per re-test if (i) Company submits the failed component for re-testing within 2 weeks of notification of failure by MS and (ii) MS at such time currently offers such compatibility testing.

V. Company Technical Contacts:

Name Telephone Number

Primary:

Back-up:

Exhibit to Microsoft BackOffice Software Testing Agreement dated , 19 , between Microsoft Corporation and .