ERI End-User License Agreement

ERI ECONOMIC RESEARCH INSTITUTE, INC.

END-USER LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY: This ERI Economic Research Institute End-User License (“License”) is a legal agreement between you, an individual and/or entity (“Licensee”) and ERI Economic Research Institute, Inc. (“ERI”) that governs Licensee's use of the ERI research product provided with this License and any future temporary fixes, updates, upgrades, and renewals provided to you (all of the foregoing, an "ERI Product"). ERI Products include, without limitation, the Assessor Series™ software; the ERI's Platform Library™ software, databases, quarterly reports, annual reports (including any Reference Reports™); ERI's Distance Learning Center software, the DLC Wizard™; and other software, documentation and materials provided by ERI to you.

BY CLICKING ON THE "I ACCEPT" BUTTON, ENTERING LICENSE CODE, OR OTHERWISE INSTALLING AND USING THE ERI PRODUCT, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS LICENSE AND AGREES TO BE BOUND BY ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS LICENSE, LICENSEE MAY NOT INSTALL OR USE THE ERI PRODUCT AND LICENSEE MUST RETURN THE LICENSEE PRODUCT WITHIN THIRTY (30) DAYS OF PURCHASE FOR A FULL REFUND.

1. LICENSE.

a) Grant. Subject to the terms of this License, ERI hereby grants to Licensee a personal, non-exclusive, non-transferable license to install, use, copy and display the ERI Product and any Updates (defined below) solely for Licensee's (a) internal business and human resource management purposes; (b) specific client work performed in the forensic economics, compensation & benefits consulting; and (c) rehabilitation consulting, accounting, law, and litigation support fields where the maintenance of reports and the citing of foundation for opinions are required, or management and management consulting (“Licensed Use”).

b) Assessor Updates. During the effective term of this License, Licensee will receive updates to the underlying data for the Assessor Series products ("Updates"). The Updates will be provided on a quarterly basis via CD-ROM or via the Internet. Because Updates are time sensitive, Licensee acknowledges and agrees that Licensee may only access and use an Update for a period of ninety (90) days following the release date of the Update unless the License expires or is terminated prior to the end of such period. For illustration purposes only, a quarterly Assessor Series program update with a release date of 1 October 2002 may not be accessed after 31 December 2002 or upon the termination or expiration of the License, whichever is sooner.

c) Term of License.

(1) Subscriptions. All ERI Assessor Series Products are leased by ERI to Licensee for an initial 12-month period (“Initial Term”). Licensee must pay for the subscription within 30 days of invoice. This License shall automatically renew for successive one-year terms unless either ERI or Licensee gives written notice of termination thirty (30) days before the end of the Initial Term or any subsequently renewed term thereafter. Up to six renewal notices and reminders for the continuation of service for the upcoming year will be sent to the Licensee beginning six months before the anniversary date of this License.

(2) Other ERI Products. Subject to the terms of this License, the license grant for the ERI Platform Library and DLC Wizard pursuant to Section 1.1(a) is also annual.

d) Termination. Without prejudice to any other rights, ERI may terminate or suspend this License if the Licensee exceeds the Licensed Use or otherwise fails to comply with the terms and conditions of this License. Upon the expiration or termination of this License, the Licensee must destroy all copies of the ERI Products and all of its component parts.

2. CONDITIONS AND RESTRICTIONS. The license grant above is subject to the following conditions and restrictions:

a) Permitted Copies; Archives. Subject to the exceptions described in this paragraph, only one copy of the ERI Product may be used by Licensee (or a designee of Licensee) and installed on a single computer at a single geographic location at any given time (the "Permitted Computer"). Licensee may make a single electronic copy of the ERI Product solely for archival or backup purposes (one copy allowed). Licensee may make archival files of reports or other component of the ERI Product using the “print” or “copy to clipboard” options. Licensee may install the ERI Product on one additional computer (such as a laptop) where the Permitted Computer and additional computer are used exclusively by Licensee. Notwithstanding the foregoing, Licensee may not install or use the ERI Product on any other computer or any shared network (including local or wide area networks) unless Licensee has purchased a local area network (“LAN”) user license from ERI. Licensee may copy and incorporate small excerpts of the ERI Product solely for a Licensed Use; provided that, Licensee may not otherwise reproduce or distribute any part of the ERI Product (including any reports, data, and/or analyses contained therein) for any commercial purpose without the written consent of ERI.

b) Notices. All copies of the ERI Product shall contain all copyright and other proprietary notices or legends of ERI or its vendors that are contained in the ERI Product delivered under this Agreement and Licensee may not remove any such notices. In creating any copy of any portion of the ERI Product, Licensee must reproduce and include the ERI copyright notice in and on the copy.

c) No Unauthorized Uses. The ERI Product is licensed as a single product and its component parts may not be separated for use for any purpose. Except as expressly authorized by this License, Licensee shall not rent, sell, assign, transfer, lease, sublicense or otherwise grant rights in, reproduce, publish, act as a service bureau, disclose or otherwise transfer or distribute the ERI Product, in whole or in part, to any third party without the prior written consent of ERI. Without limiting the foregoing, Licensee shall not use any part of the ERI Product to develop or derive any other data product or data service for distribution or commercial sale, without a separate license from ERI to do so.

d) No Reverse Engineering or Data Extraction. Except and only to the extent that such activity is expressly permitted by applicable law, the Licensee may not, nor authorize or permit any third party to, reverse engineer, reverse assemble, decompile, disassemble or otherwise apply any procedure or process to the ERI Product to ascertain, derive, and/or appropriate for any reason or purpose, the source code, algorithms, underlying data, or trade secrets enabling or contained within the ERI Product.

3. COPYRIGHT; PROPRIETARY RIGHTS

a) Reservation of Rights. Except for the limited license granted to Licensee, ERI reserves all right, title and interest to the ERI Product. This License does not constitute the sale of the ERI Product. Title to and ownership of the ERI Product, including without limitation all intellectual property rights therein and thereto, are and shall remain the exclusive property of ERI and its suppliers. Licensee shall not take any action to jeopardize, limit or interfere with ERI's ownership of and rights with respect to the ERI Product and shall not take any action that reduces, or has the possibility of reducing, the value of the ERI Product or intellectual property of ERI. Licensee acknowledges that any unauthorized copying or unauthorized use of the ERI Product is a breach of this License. The Licensee agrees to keep confidential and prevent the contents of the ERI Products from unauthorized use and disclosure.

b) Proprietary Rights. The ERI Product (including all Updates) is Copyright © 2000-2001 ERI Economic Research Institute, Inc. ALL RIGHTS RESERVED. It is protected by United States and international copyright laws. The Geographic Assessor® (1,972,899), the Relocation Assessor® (1,974,948), the Salary Assessor® (1,974,949), the Consultants' Assessor® (1,974,950), and the Benefit Assessor® (#2,011,584) are Registered Trademarks under the Trademark Act of 1946, as amended, and are protected under complementing statutes. The Assessor Series™, Retirement Assessor™, the Executive Compensation Assessor™, DLC Wizard™, and ERI's Platform Library™ are the trademarks or service marks of ERI. Related software to these ERI Products are Patents Pending, All Rights Reserved.

c) U.S. Government Restricted Rights. The ERI Product and documentation are provided with RESTRICTED RIGHTS. If used or acquired by the U.S. government (the "Government"), the Government acknowledges that (a) the ERI Product constitutes "commercial computer software" or "commercial computer software documentation" for purposes of 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-3, as applicable and (b) the Government's rights are limited to those specifically granted to You, the licensee, pursuant to this Agreement. Manufacturer is ERI Economic Research Institute, Inc at the address indicated below.

4. TECHNICAL SUPPORT.

Upon purchase of the ERI Product, the Licensee is entitled to call ERI regarding the installation and operation of the ERI Product on Licensee's computer only. Telephone support in excess of ten (10) minutes shall be communicated verbally as billable and then billed to a calling Licensee upon his/her verbal agreement. In order to receive technical support, ERI requires the confirmation of the Licensee's identity. If the caller does not provide this, ERI will not provide technical support. ERI cannot support technical problems specific to network environments. In addition, the ERI Product has been designed to operate on hardware with Windows 95, 98, 2000, NT, ME, and XP based operating systems. ERI shall have no responsibility for use of the ERI Product in conjunction with other hardware or other operating systems.

ERI will not guarantee or support products installed using any means other than the installation files provided on ERI's Platform Library CD-ROM or those available for download from ERI's web site, www.erieri.com.

5. WARRANTIES AND DISCLAIMERS

a) Limited Warranty; Licensee's Exclusive Remedy. ERI warrants that the ERI Product will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt. To the extent allowed by applicable law, implied warranties on the ERI Products, if any, are limited to ninety (90) days. In the event that ERI does not satisfy the foregoing limited warranty, ERI's entire liability and the Licensee's exclusive remedy shall be, at ERI's option and expense, to either (1) refund a pro rata portion of price paid by Licensee for the ERI Product, or (2) repair or replace the ERI Product that does not meet ERI's Limited Warranty and that is returned to ERI with a copy of the Licensee's invoice. Any replacement ERI Products will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. This limited warranty is void if failure of the ERI Products has resulted from accident, abuse, negligence or misapplication by Licensee or any third party. To make a claim under this limited warranty, Licensee should contact ERI customer service at (800) 627-3697. This warranty gives Licensee specific legal rights, and Licensee may also have other rights which vary from state to state. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to Licensee.

b) Harmful Components. The responsibility for testing for viruses shall be the Licensee's. ERI applies virus testing to the ERI Products before it is released, but does not represent or warrant that CD-ROMs, Updates, or other editions are virus free of all harmful component, random strains, new evolutions not yet detectable, or inadvertent infections.

c) Third-Party Web Sites. ERI makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites accessible by hyperlink from the ERI Product. ERI is providing these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, or adoption by ERI of the site or any information contained therein. When leaving the ERI Platform Library, you should be aware that ERI's terms and policies no longer govern, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of that Web site.

d) No Professional Advice. ERI Products are designed to provide information only. Neither ERI nor any ERI Product is provided as a means of providing or rendering professional legal, accounting, or compensation consulting services. If legal advice or other expert assistance is required, the service of a competent professional person should be sought.

e) Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENSE, THERE ARE NO OTHER WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY ERI, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. ERI FURTHER DOES NOT REPRESENT OR WARRANT THAT THE ERI PRODUCT (INCLUDING ANY DATA CONTAINED THEREIN) OR ANY UPDATE WILL MEET ALL OF LICENSEE'S REQUIREMENTS OR ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORM THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE ERI PRODUCT. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

6. LIMITATION OF LIABILITY.

LICENSEE ASSUMES ALL RISK ASSOCIATED WITH THE INSTALLATION AND USE OF THE ERI PRODUCT. IN NO EVENT SHALL ERI BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY), OR OTHER THEORY, FOR COVER OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS OR DATA, BUSINESS INTERRUPTION, COMPUTER FAILURE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE ERI PRODUCT, EVEN IF ERI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ERI'S CUMULATIVE LIABILITY TO LICENSEE OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS LICENSE SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE FOR THE USE OF THE ERI PRODUCT. LICENSEE HEREBY RELEASES ERI FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU.

7. GENERAL TERMS.

a) Customer Communications. The Licensee agrees to receive e-mail, telephone, and mailed correspondence concerning data and product developments.

b) Export Controls. The ERI Product (including any Updates) may contain U.S. original technical data, and thus may be subject to U.S. export controls, including provision under the Export Administration Act and the Export Administration Regulations (50 C.F.R. Parts 730-774). Each party acknowledges that it is familiar with U.S. Government export policy and regulations and undertakes to be and remain in full compliance with such policy and regulations. By downloading, installing or using the ERI Product (including any Update), Licensee represents and warrants that (i) no U.S. federal agency has suspended, revoked, or denied Licensee export privileges (a "Prohibited Person"), (ii) Licensee is not located in or under the control of a national or resident of any country subject to a U.S. embargo or trade restrictions applicable to the ERI Product (a "Prohibited Country"), and (iii) Licensee will not export or re-export the ERI Product to any Prohibited Country, or to any Prohibited Person as specified by U.S. law.

c) Choice of Law; Venue; Attorneys Fees. This License shall be governed and interpreted by the laws of the State of Washington without regard to conflict of laws rules. Licensee hereby consents to the exclusive jurisdiction of the state and federal courts located in King County, Washington, for any disputes arising out of or relating to this License. The parties hereto exclude the United Nations Convention on Contracts for the International Sale of Goods from this License and any transaction between them that may be implemented in connection with this License. The prevailing party in any action shall be entitled to recover reasonable attorneys' fees and actual cost disbursements.

d) Injunctive Relief. It is understood and agreed by both parties that a breach of the provisions of this License by Licensee may cause irreparable damage for which recovery of monetary damages would be inadequate and that ERI may seek and shall have the right to injunctive relief or other equitable relief to protect its intellectual property rights and other rights under this License, in addition to any and all remedies available at law.

e) Entire Agreement. The terms set forth in this License constitute the final, complete and exclusive agreement with respect to the ERI Products and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

f) Construction. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this License shall nonetheless remain in full force and effect. Any term of this License may be amended and the observance of any term may be waived only with the written consent of the parties. The failure of ERI at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.

For answers to any questions concerning this License, please

Write:

ERI Economic Research Institute, Inc.

8575 - 164th Avenue NE, Suite 100

Redmond, WA 98052 USA

or E-Mail: info@erieri.com

or visit: http://www.erieri.com

Web sites references checked on 3/26/2002. Please see Links to Third Party Web Sites for more information.