LICENSE AGREEMENT

THE FOLLOWING IS A LICENSE AGREEMENT CONCERNING INFORMATION AND DOCUMENTS RELATING TO SOFTWARE YOU HAVE LICENSED FROM VERMONT INFORMATION PROCESSING, INC. (THE "SOFTWARE") TO WHICH YOU HAVE REQUESTED ACCESS (THE "INFORMATION"). CAREFULLY READ ALL OF THE AGREEMENT'S TERMS AND CONDITIONS BEFORE PROCEEDING. IF YOU DO NOT ACCEPT SUCH TERMS AND CONDITIONS, AND INDICATE YOUR ACCEPTANCE BELOW, YOU WILL NOT BE PERMITTED TO USE THE INFORMATION AND DOCUMENTS.

You represent that you are acting on behalf of your employer and are authorized to accept these terms and conditions on its behalf (such employer being referred to as "you" in this Agreement).

1. Vermont Information Processing, Inc. ("VIP") grants you a non-exclusive, non-transferable license to access, download and use the Information. The Information may only be used by you in connection with your proper use of the Software and your license to use it shall terminate upon the earlier of the termination of this Agreement by VIP and termination or expiration of your license to use the Software. You acknowledge that the Information constitutes valuable trade secrets and confidential information of VIP which, if disclosed, would assist others in competing with VIP. You shall not sell, lease, assign, loan, distribute, transfer, sublicense or disseminate the Information to any other party without the express written consent of VIP. You agree to hold the Information in strict confidence and not to disclose the Information to any person other than your employees who must have access to the Information in order to perform their job responsibilities. You agree not to, and shall not permit others to, copy, reproduce or duplicate the Information (in any media whatsoever), except to the extent required to make use of the Information in connection with your proper use of the Software.

2. You have no ownership rights in the information. You have only a license to use the Information so long as this Agreement remains in effect. Ownership of the Information and all intellectual property rights therein shall remain with VIP. The Information contains material that is protected by U.S. copyright law and by trade secret law. You may not remove any proprietary or confidentiality notice of VIP from any copy of the Information.

3. Upon the termination or expiration of this Agreement, you shall promptly return to VIP all copies of the Information, in whatever form or media, to VIP and shall permanently and completely delete all copies of the Information from all electronic storage media.

4. The Information is provided by VIP "as is". VIP DISCLAIMS ALL WARRANTIES OFANY NATURE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5. All of your obligations contained in this Agreement shall survive the expiration or termination of this Agreement.

6. This Agreement shall be construed, interpreted and governed by the laws of the State of Vermont, without regards to its conflicts of law provisions. The exclusive forum for any disputes arising out of or relating to this Agreement shall be any federal or state court sitting in Chittenden County, Vermont. Any waiver or modification of this Agreement shall only be effective if in writing and signed by you and VIP. If any part of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be interpreted so as to reasonably effect the intention of the parties. This Agreement shall constitute the entire agreement of the parties regarding the subject matter hereof; provided, however, any other agreement which you have signed with VIP which contains any confidentiality provisions which are applicable to the Information shall constitute an agreement separate and distinct from this Agreement and such provisions shall be in addition to, and not in replacement of, the obligations contained in this Agreement.