National Institutes of Health, Division of Procurement, SPOB, 6120 Executive Blvd., Room 815, Rockville, MD 20892

70 -- WORDPERFECT MAINTENANCE UPGRADE SOL 263-95-Q(DQ)-1661 DUE 100495 POC Clara Kabore, Purchasing Agent, 301-402-3343. The contractor shall provide the ODLan Support Center, National Institutes of Health (NIH), Bethesda, Maryland with Wordperfect Maintenance. The maintenance shall be equal to, or better than, the maintenance supplied by Softmart Inc., 467 Creamery Way, Exton, Pennsylvania 19341-2549. The maintenance shall include the following: Item Number 1a: Qty. 1260 Licenses., Desc. Wordperfect Maintenance/Upgrade License, Cat. #WPCAPUSP001416. ADDITIONAL TECHNICAL SALIENT CHARACTERISTICS: The contractor shall automatically upgrade the license as soon as a new version is released and shall provide for the electronic distribution of software, and upgrades which shall result in reduced personnel support costs for installation and maintenance of the software. The contractor shall also provide Multi-Platform licenses which shall allow for easier migration between computing platforms (E.G. A move from DOS to Windows or Macintosh). PUBLIC HEALTH SERVICE ENTERPRISE License AGREEMENT CUSTOMER ADVANTAGE PROGRAM (''CAP'') GENERAL TERMS AND CONDITIONS This Agreement is made by and between Novell, Inc. (''Novell'') and Public Health Service. 1. OWNERSHIP AND PROPRIETARY NATURE OF PROGRAMS Novell represents that the software programs listed in Appendix 1 of this Agreement (attached hereto and incorporated herein by this reference) are proprietary products of Novell and are protected by copyright laws and international treaty. It is expressly agreed that Novell retains sole title to and ownership of these software products, and licensee (as defined herein) hereby obtains only the rights to the use thereof as set forth in this Agreement. II. DEFINITIONS: For purposes of this Agreement, the following definitions shall apply: A. ''Software'': The Novell software programs listed in Appendix 1, Part A. B. ''Licensee'': Public Health Service and its subsidiaries and divisions in which Public Health Service holds controlling interest, and their respective employees and individuals acting as consultants or contractors within the Enterprise. On or before the date Public Health Service signs this Agreement, Licensee shall supply Novell with a lsting (including names and addresses) of all subsidiaries and divisions participating in this Agreement. C. ''Enterprise'': The business operation of the Licensee, including its facilities and offices. D. ''Effective Date'': The effective date of this Agreement shall be the date of execution of the Agreement by Novell. E. ''In Use'' or ''Use'': For a single-user computer or workstation not attached to a network, the Software is considered In Use or at Use (thus requiring a license) when any portion of the software is either loaded in memory or virtual memory (defined as ''Loaded'') or stored on a hard disk or other storage device (defined as ''Stored''). For single-user computers or workstations attached to a network, the quantity of the Software In Use or at Use (other than in the case of WordPerfect office) is considered to be the greater of (1) the maximum number of computers on which Software is loaded at any one time, or (11) the maximum number of computer on which the Software is Stored. On a multi-user computer, the quantity of the Software In Use or at Use (other than in the case of WordPerfect Office) is considered to be the maximum number of sessions executed at any one time. In the case of WordPerfect Office, if it is used on computers or workstations attached to a network or on a multi-user computer, Licensee must obtain a license of each ''mailbox'' created and maintained. A ''mailbox'' is a message database created for an individual user of WordPerfect Office or a group of users sharing a message database. F. ''Upgrade'': A revised version of the Software, with a version number change, immediately to either the right or left of the decimal (e.g. WP DOS 5.1 to WP DOS 6.0, WPWin 5.1 to WPWin 5.2, or WPMac 2.1.1). G. ''Interim Release'': A revised version of the Software, without a version number change immediately to the right or left of the decimal (note under the Macintosh numbering system, an interim release will be reflected by a second decimal and an additional digit., e.g. WPMac 2.0 to WPMac 2.1.1). H. ''Multi-Platform License'': A license to use equivalent versions of the Software on multiple operating system platforms as set forth from time to time by Novell. Current information is provided in the Multi-Platform License Information Table. I. ''Multi-Lingual License'': A license to use any or allequivalent supported language versions of the Software in support of a single user on one machine at any one time. The Multi-Lingual Suggested Retail Pricing is set forth in Appendix II (attached hereto and incorporated herein by this reference). III GRANT OF LICENSE/LICENSE LIMITATIONS A. Grant of Rights: Subject to Licensee's compliance with the terms of this Agreement, Novell grants Licensee the following non-exclusive and non-transferrable rights to: 1. Use one or more copies of the Software within the Enterprise, in as many total copies at any one time as are authorized under the terms herein. 2. Create copies of the Software as Licensee deems necessary for use within the Enterprise in as many total copies as are authorized under the terms herein. 3. Distribute within the Enterprise either directly or indirectly through Licensee's authorized agent electronic copies of the Software. 4. Utilize the Multi-Platform License for the Software. 5. Utilize the Multi-Platform License for the Software (if so purchased pursuant to the terms of Appendix II). 6. Make copies of the documentation in support of the authorized use of the Software. 7. Create such archival copies of the Software as Licensee deems necessary and reasonable in support of the authorized use of the Software. 8. For each copy of the Software authorized to be in Use within the Enterprise under this Agreement create an additional copy of the Software for Use on a portable computer or other computer outside of Licensee's premises or facility, as long as the additional copy created under this provision is never loaded at the same time the Software is loaded on the primary computer. This licensing provision does not apply if the Software has been obtained under Novell's educational or charitable institution pricing programs. 9. Install evaluation copies (60 days per product) of any Novell product that is available on a CAP CD- ROM as Licensee deems reasonably necessary. 10. Purchase licenses for the Software at the scheduled prices set forth in Parts A and B of Appendix I and Appendix II. B. License Limitations. Notwithstanding anything to the contrary set forth herein. Licensee shall not: (1) rent or lease the Software or otherwise transfer the Software without the written consent of Novell: (11) decompile, disassemble, everse engineer, or create derivative works from the Software: or (III) copy, distribute or use the Software in a manner inconsistent with the intent of this Agreement. Novell shall make available information concerning the Software which Licensee is entitled by law to receive for interoperability purposes and which could otherwise only be obtained by decompiling or disassembling the Software. C. Copyright and License Compliance: By complying with the terms and conditions of this Agreement, including without limitation the reporting and licensing obligations set forth herein. Licensee shall at all times during the term hereof be deemed to be in compliance with applicable copyright laws and licensing provisions which govern the use of the Software. IV. LICENSE REPORTS, CERTIFICATION & PAYMENT A. Quarterly Reports: Within fifteen (15) days after the end of each calendar quarter. Licensee shall provide to Novell a single report of, (1) the number of any additional copies of Software In Use within the Enterprise during the quarter, (11) evidence of the purchase of sufficient licenses to support the reported level of Use, and (111) any changes to the listing of subsidiaries or divisions participating in this Agreement. At such time as Licensee reports a quantity of licenses that results in a price category change under Part A of Appendix I. Novell shall notify Licensee of the price change which shall be effective ten (10) business days after receipt of Licensee's quarterly report. B. Annual Summary and Certification: Accompanying the fourth quarter report shall be a summary of Licensee's maximum Use of the Software during the prior four quarters and a certification by an authorized representative of Licensee that sufficient licenses have been purchased t support the maximum Use during the previous year. C. Form of Reports: All reports and information required under this Agreement shall be submitted in a form specified by Novell. D. Use of Agent: If Licensee wishes to engage a reseller as a third party agent to assist Licensee in complying with its obligations under this Section, including assistance with the invoicing and payment process, Licensee shall first obtain approval from Novell and shall in any event remain fully responsible to Novell for the complete performance of all of Licensee's obligations herein. V. CAP MINTENANCE AND PREMIUM SUPPORT (optional Provisions) Upon Licensee's execution of Part C of Appendix I, and subject to Licensee's compliance with the terms and conditions of this Agreement, including the payment and performance obligations set forth in Part C. Novell shall provide CAP Maintenance to Licensee for the Software as follows: A. Novell shall provide master copies of the Software covered by CAP Maintenance. B. Licensee shall have the right to create copies of Upgrade of the Software to replace copies of prior releases of the Software up to the number of licenses for which maintenance has been purchased. C. Licensee shall be authorized to distribute the Software as permitted under Section III above in as many total copies as are authorized under CAP Maintenance. D. Licensee shall be entitled to receive the maintenance services set forth in Appendix I, Part C. E. Premium Support: Licensee may purchase on a preferred basis the large account support benefits offered under Novell's Platinum, Gold or Silver Support Programs. Contact Novell for more information on available terms and conditions. VI. INSPECTION RIGHT If Novell has reason to believe that Licensee is not in compliance with the licensing or reporting provisions of this Agreement. Novell may at its own expense and upon not less than forty-eight (48) hours prior to written notice, audit Licensee's Use of the Software. If the audit shows that Licensee has understated its Use of the Software. Licensee shall immediately purchase sufficient licenses to support the actual Use. If License has understated its Use by more than five percent (5%), Licensee shall also pay the reasonable expenses of the audit. Licensee shall maintain adequate records evidencing its Use and licensing of the Software during the term of this Agreement and until two years after termination or expiration hereof. VII. TERM/TERMINATION A. Initial Term: The initial term of this Agreement is 1 year and may be renewed thereafter upon mutual written agreement signed by both parties. B. Event of Breach: In the event of breach by either party, this Agreement may be terminated by the non- breaching party giving the other party thirty (30) days written notice of termination during which time the breach may be cured. If at the end of said notice period the breach is not cured, this Agreement shall terminate without further notice. C. Efect of Termination or Expiration: Within thirty (30) days following termination or expiration of this Agreement, Licensee shall (I) submit a summary of Licensee's Use of the Software since the end of the last calendar quarter, (II) submit a summary of the licenses obtained during the previous four calendar quarters, (III) obtain sufficient licenses to support the actual Use level, and (IV) provide a certification of compliance with the licensing provisions of this Agreement as set forth above in Subsection IV.B. Upon termination or expiration of this Agreement, Licensee's rights under paragraphs 2, 3, 4, 5, 6, 9, and 10 in Subsection III. A., and under Section V. if any, shall immediately expire. D. Remedies: Nothing in this Agreement is intended to waive or limit any remedies available to Novell at law or in equity, including without limitation any remedies available under U.S. copyright law. VIII. WARRANTY/LIABILITY LIMITATION/SUPPORT A. Limited Warranty/Liability Limitation: THE SOFTWARE IS LICENSED AS Is. IF FOR ANY REASON LICENSEE IS DISSATISFIED WITH THE SOFTWARE, LICENSEE MAY RETURN The SOFTWARE WITHIN 90 DAYS OF THE END OF THE CALENDAR QUARTER In WHICH THE SOFTWARE WAS PURCHASED TO LICENSEE'S RESELLER Or TO NOVELL FOR A REFUND. IF THE SOFTWARE IS RETURNED TO NOVELL THE AMOUNT Of THE REFUND WILL BE THE CAP SUGGESTED RETAIL LESS A 20% TRANSACTION FEE. If LICENSEE PURCHASES DEFECTIVE MEDIA OR MATERIALS RELATING To THE SOFTWARE, LICENSEE MAY RETURN THEM TO NOVELL WITHIN 90 DAYS Of THE DATE OF PURCHASE AND THEY WILL BE REPLACED AT No CHARGE. THESE WARRANTIES ARE IN LIEU OF ANY OTHER WARRANTIES EXPRESS Or IMPLIED, INCLUDING THE IMPLIED WARRANTIES Of MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. In NO EVENT WILL NOVELL BE LIABLE TO LICENSEE FOR DAMAGES, INCLUDING ANY LOSS Of PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT Of LICENSEE'S USE OF OR INABILITY TO USE THE SOFTWARE. EVEN If NOVELL OR AN AUTHORIZED NOVELL REPRESENTATIVE HAS BEEN ADVISED Or THE POSSIBILITY OF SUCH DAMAGES. B. Support: Novell will provide free ''Classic Service'' end user support (toll charges may apply) on all current versions of the Software. If novell generally releases an upgrade, such support shall continue on the previous version for a period of one (1) year after the date of such release. Nvell will address technical support requests on a reasonable effort basis only and may not be able to resolve all problems or requests. Novell agrees to support the Software only if it is used under operating conditions, and in conjunction with hardware systems, components, and software operating systems for which it was designed. IX. This section applies if the Software and any accompanying materials are purchased by or for the benefit of the Government of the United States of America. The Software and any accompanying materials are provided with Restricted Rights. Use duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(I)(II) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is Novell with offices at 1555 North Technology Way, Orem, Utah. X. MISCELLANEOUS A. Modifications/Amendments: Subsection VIII.B., Parts A and B and Subpart 2 of Part C of Appendix I and Appendix II may be modified by Novell upon 120 days prior written notice. All other modifications require a mutual written agreement signed by both parties. B. Superseding Agreement: This agreement is the entire agreement between the parties with respect to its subject matter, and supersedes any prior agreement (written or oral) between the parties related thereto. During the term hereof, this Agreement shall govern Licensee's Use of all Software (as defined herein), wherever and however lawfully acquired. Following termination or expiration hereof for any reason. Licensee's continued use of the Software shall, in the absence of any successor agreement, be governed together with any applicable Novell (or former WordPerfect License lawfully obtained by the Licensee from tine to time, whether before, during or after the term hereof. C. Governing Law: Unless the laws of the state or country of Licensee's domicile require otherwise, this Agreement shall be governed be the laws of the State of Utah and applicable federal (U.S.) laws. D. severability: The inability to enforce any provision hereof shall not affect the right to enforce any other provision, provided, however, that if any material element of this Agreement is found to be unenforceable, this Ageement may be terminated by the party attempting to enforce such element. E. Binding Effect/Assignment: This Agreement is binding upon the parties respective representatives, successors, and assigns, however, Licensee shall not assign this Agreement without the prior written consent of Novell. F. Survival: The provisions of Sections III.B., VI, VIII.A., IX and X shall survive termination or expiration of this Agreement. G. Taxes: Licensee shall be responsible for and pay all applicable sales, use, property, value-added, and other federal, state, or local taxes arising out of this Agreement (other than taxes imposed on the net income of WPCorp). Upon execution of this Agreement, Licensee shall provide tax exemption certificates from the appropriate tax authorities, if applicable. H. Legal Status: Public Health Service warrants that it is a corporation organized and existing under applicable law. For purposes hereof, ''corporation'' may refer to a municipal or quasimunicipal corporation. (0262)

Loren Data Corp. http://www.ld.com (SYN# 0238 19950920\70-0001.SOL)