1. DEFINITIONS.

(a)  Branch Office shall mean the Branch Office customer information location provided by the Host User to Lacerte as evidenced in Lacerte's  records, and whose ownership is identical to the Host Office.  A separate Agreement must be signed for each Branch Office.

(b)  Host Office shall mean the address provided by the Host User to Lacerte as evidence in Lacerte's records.

(c)  "Host User" shall mean the entity identified by the Host to Lacerte as the host office as evidenced in Lacerte's records.

(d)  Lacerte shall mean Lacerte Software Corporation, a wholly-owned subsidiary of Intuit Inc.

(e) "Licensee" shall mean, collectively, (a) the person or entity that acquires the Software pursuant to this Agreement; (b) the Host User; (c) the Shared Office user; and/or (d) the Branch Office user.

(f)  Software shall mean (a) the software programs with which this License Agreement is included and any other applicable programs offered by, that subsequently may be licensed from Lacerte and its affiliates and suppliers to Licensee, except as excluded pursuant to Section 10.2 hereof; (b) any of the software programs provided by Lacerte and used by Licensee on a pay-per-return basis utilizing Remote Entry Processing and/or Electronic Filing as provided in Section 11 hereof; (c) related materials such as reference manuals and operating instructions provided for use in connection with the software  programs; (d) any Updates (defined below) or program portion relating to the same tax year or Service Year (defined below) as the case may be; (e) any third party software programs and (f) related product support. The Software include programs designed primarily for the preparation of tax returns for submittal to federal or state governmental entities (collectively, Tax Programs); programs designed primarily for projecting future tax liability (collectively, Tax Planner programs); programs primarily designed for tax guidance (collectively, Tax Analyzer programs); programs primarily designed for electronic tax forms and related schedules (collectively Forms Library programs); programs designed for collecting data and communicating with your customers (collectively E-Organizer programs); programs designed for importing tax information from other sources (collectively Trial Balance Utility programs);  programs designed for electronic document storage (collectively, Document Management System programs) and programs designed for automatic organization of customer tax source documents (collectively Document e-Sort programs).

(g) Remote Entry Processing shall mean the use of any Software on a pay-per-return basis as provided in Section 11 hereof.

(h) "Shared Office User shall mean the entity identified by the Shared Office User customer as evidenced in Lacerte's records and who occupies the exact same office space as the Host User. A separate Agreement must be signed for each Shared Office User.

(i) Update shall mean a minor revision to the Software that provides slight functional improvements, help content, bug fixes or maintenance releases.

2. LICENSE AND RESTRICTIONS ON USE.  Lacerte hereby grants Licensee and its employees a limited, personal, nonexclusive, nontransferable right and license to use, and to copy for back-up purposes only, each Software at the single location (except as provided in Section 2.1 hereof) designated in Lacerte's records.  A Software may only be ordered for a Branch Office or a Shared Office User if such Software has been ordered for use at the host office location and only for up to four (4) Branch Office locations or four (4) Shared Office Users. All proprietary rights in the Software and legal title thereto shall remain in Lacerte, or its licensors.  Licensee shall not use any of Lacerte's programs except those covered by this Agreement.  Software may not be used in a local area network without licensing the network version of the Software.  Software may be used in certain wide area network (WAN) environments provided that certain conditions are met including, without limitation, Licensee's proper licensing of each location accessing the Software via the WAN (i.e., as a Branch or Shared Office location) and Licensee's payment of the license fees in connection with this use of the Software, including licensing of the network version of the Software.  A WAN addendum to this Agreement is also required (available at no additional cost) to operate the Software in a WAN environment. Contact Lacerte Sales at 800-765-7777 to license the Software in a WAN environment.

2.1 The Software may be loaded and used on the personal computers at the home residences of the Licensee and its employees, provided that (i) Licensee and its employees use the Software for the sole benefit of Licensee, and further provided that all Tax Programs shall be used only for the purpose of preparing returns that will be signed by Licensee as the paid preparer (except to the extent the Software contain functionality permitting the preparation of self-prepared returns); and (ii) neither Licensee nor any of its employees meets clients at Licensee's or its employees' homes, or otherwise use their homes in a manner customary for a commercial business office.  If Licensee or any of its employees meet clients at their home or otherwise conduct business from their homes, or if any such person uses the Software for the preparation of tax returns other than for signature by Licensee as the paid preparer, such person must obtain a separate license from Lacerte.  Licensee and its employees may load and use the Software on laptop computers outside of the licensed location, provided the use on laptop computers at any single non-licensed location does not exceed a total of fifteen days in any calendar year, and further provided that any Tax Programs shall be used solely for preparing tax returns that will be signed by Licensee as the paid preparer (except to the extent the Software contain functionality permitting the preparation of self-prepared returns).

2.2 Licensee shall not place, install, or use any portion of the Software on a wide area network (except as expressly authorized by Lacerte in writing in accordance with Section 2 hereof) or on any network or on any electronic media including, but not limited to, World Wide Web sites, GOPHER sites, any other server that is Internet-enabled, electronic bulletin boards or forums, timesharing services, or on any operating system other than a Windows® or Vista operating system.  You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of Lacerte or its licensors on or within the Software or any copies of the Software.

2.3 The Software relate to a single tax year or Service Year as the case may be.  Programs relating to subsequent tax years or Service Year shall require a separate license agreement and payment of the then current license fee.  Lacerte shall have the right at any time, at its sole and absolute discretion, to modify or delete features and to change the operating interface in any or all of the Software, or to change the hardware and computer system specifications necessary to operate the Software.

3. TECHNICAL SUPPORT. Lacerte provides technical support for the following Software: (i) Tax Programs; (ii) Document Management System; (iii) Tax Analyzer; (iv) Tax Planner; (v) E-Organizer; (vi) Trial Balance; (vii) Forms Library; (viii) Intuit ProLine Tax Research (licensed separately) and (ix) Document e-Sort (collectively the Supported Programs). Subject to Licensee's timely payment of annual support fees, Lacerte will provide the following maintenance and technical support for the Supported Programs: (a) Updates support; and (b) technical support via telephone, email and chat.

3.1 Technical Support via Telephone/Email/Chat Support.  Provided the applicable annual support fees have been paid, Lacerte will provide toll free telephone, email, and chat consultation and advice to Licensee regarding the technical support of the Supported Programs. Technical support will be provided only for use of the Supported Programs on the hardware and operating systems specified in the documentation for the Supported Programs. Lacerte reserves the right to change the terms, conditions, features and pricing of its technical support plan from time to time.

3.2 Updates. Provided the applicable annual support fees have been paid, Lacerte agrees to deliver to Licensee Updates when Lacerte makes such updates generally available to its other licensees. Updates shall be offered at Lacerte's sole discretion and in any alternative media including compact disc (CD), in-product Internet update, or Internet download. Lacerte shall have the right, at its sole discretion, to withhold the shipment of Updates if Licensee is delinquent in the payment of any charges owed to Lacerte including, without limitation, charges for Remote Entry Processing or Electronic Filing fees. Updates do not include new derivations of the Supported Programs that Lacerte designates as new software products for which Licensee will be charged a separate license fee or, at Lacerte's election, major releases that include significant feature enhancements for which Lacerte Licensee will be charged an incremental upgrade fee.

3.3 Current Release. Licensees who remain current in the annual support fees will receive technical support for the current version of the Supported Programs and for a period of two years from the date the Supported Programs are first released to the general client base of Lacerte.

3.4 Annual Support Fees. Technical support relates to a single year commencing on July 1 and terminating twelve (12) full calendar months thereafter or June 30 (each a Service Year).  Technical support relating to subsequent Service Years shall require payment of the then current applicable annual support fees.  Lacerte shall have the right, at its sole discretion, to withhold providing technical support if Licensee is delinquent in the payment of any applicable annual support fees. Prior to the end of the current Service Year, Lacerte shall send an invoice to Licensee.  Timely payment of such invoice shall renew the Service Year as of its anniversary date.  Licensee's failure to timely pay such invoice shall terminate Lacerte's obligation to provide technical support for any applicable prior or subsequent Service Year.

3.5 Reinstatement. To reinstate technical support that previously expired or terminated, Licensee must first pay all amounts for any new Supported Programs for the applicable Service Year.

4. COPYRIGHT. LICENSEE REPRESENTS TO LACERTE THAT THE FIRM NAME AND ADDRESS THAT LICENSEE PROVIDED TO LACERTE AS EVIDENCED IN LACERTE'S RECORDS IS THE PRIMARY BUSINESS FIRM NAME AND ADDRESS USED BY LICENSEE IN THE NORMAL COURSE OF BUSINESS AND IF THE FIRM NAME AND ADDRESS IS A SHARED OFFICE OR BRANCH OFFICE, THAT LICENSEE QUALIFIES FOR THE SHARED OFFICE OR BRANCH OFFICE DISCOUNT. If this is a new License Agreement for the current tax year or Service Year as the case may be, or if the primary business address for the Host User and Shared Office User is different from the address used on Licensee's 2008 tax year Agreement, Licensee must remit adequate documentation evidencing the qualifying status of the Host User and each Shared Office User, e.g. copies of the Host User's and Shared Office User's CPA state licenses; Enrolled Agent cards or any other state licensing authorization that indicates the business address of the Host User and Shared Office User. If the firm name of the Branch Office does not match exactly with the firm name of the host office and this is a new Agreement for the current tax year or Service Year as the case may be, or the firm name of the Host User or Branch Office is different from the firm name used on the 2008 tax year Agreement, Licensee must remit adequate documentation evidencing the qualifying status of the host office and each Branch Office location, e.g .articles of incorporation, bonafide partnership agreement, or purchase agreement. (Lacerte may also require adequate documentation if the name of the host office and Branch Office is the same, but Lacerte deems such name to be of a generic nature.) Licensee acknowledges that this firm name and address will appear in the Paid Preparer designation on tax returns processed using the Tax Programs.  ANY ALTERATION, DELETION, MODIFICATION, OR CHANGE OF ANY KIND TO THE INFORMATION WHICH APPEARS IN THE PAID PREPARER DESIGNATION IS STRICTLY PROHIBITED AND CONSTITUTES A VIOLATION OF LACERTE'S REGISTERED COPYRIGHTS (except to the extent the Software contain functionality permitting the preparation of self-prepared returns).  Licensee shall not provide or otherwise make available any Software in any form to any person other than Licensee and its employees.  Unauthorized use of the Software can result in civil damages and criminal penalties.

5. WARRANTIES.

5.1 Limited Warranty.  For a period of ninety days after the Software ship date, Lacerte warrants that the media on which the Software is distributed will be free from defects in materials and workmanship under normal operating conditions.  If the media is defective, Lacerte will replace the defective media at no charge.  Replacement Software will be mailed to you.

5.2 All warranties or guarantees given or made by Lacerte with respect to the Software (1) are for the benefit of the original Licensee of the Software only and are not transferable, and (2) shall be null and void if a Licensee breaches any terms or conditions of this Agreement.

6. LIMITATION OF LIABILITY.

6.1 IN NO EVENT MAY YOU BRING ANY CLAIM OR CAUSE OF ACTION AGAINST LACERTE OR ITS AFFILIATES MORE THAN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.  THIS AGREEMENT IS SOLELY FOR THE BENEFIT OF LACERTE, ITS AFFILIATES AND SUPPLIERS AND LICENSEE.  IN NO EVENT DOES LACERTE, ITS AFFILIATES AND SUPPLIERS ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN LICENSEE ARISING OUT OF LICENSEE'S USE OR INABILITY TO USE THE SOFTWARE, AND LICENSEE AGREES TO INDEMNIFY LACERTE, ITS AFFILIATES AND SUPPLIERS AGAINST ANY CLAIMS BROUGHT BY SUCH PARTIES.

6.2 LICENSEE AGREES TO TAKE FULL RESPONSIBILITY FOR ANY AND ALL LIABILITY ARISING FROM THE PREPARATION OF TAX RETURNS PROCESSED USING THE SOFTWARE PROVIDED UNDER THIS AGREEMENT AND FOR LICENSEE'S FAILURE TO UPDATE THE SOFTWARE, AND LICENSEE AGREES TO INDEMNIFY LACERTE, ITS AFFILIATES AND SUPPLIERS AND HOLD THEM HARMLESS AGAINST ANY AND ALL LIABILITY TO THE UNITED STATES GOVERNMENT OR OTHER PARTIES ARISING OUT OF THE USE OF THE SOFTWARE, INCLUDING DAMAGES, RECOVERIES, DEFICIENCIES, INTEREST, PENALTIES AND REASONABLE ATTORNEY'S FEES.

6.3 THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT LACERTE, ITS AFFILIATES AND SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. LACERTE, ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (HIPAA), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.

6.4 Lacerte is not an insurer with regard to performance of the Software.  The terms of this Agreement, including but not limited to, the license fee, the limited warranties and the limitation of liability and remedy are a reflection of the risks assumed by the parties in order to obtain the Software at the specified license fee.  Licensee agrees to assume the risk for:  (i) all liabilities disclaimed by Lacerte, its Affiliates and suppliers contained herein; and (ii) all alleged damages in excess of the amount of the limited remedy provided hereunder.  The essential purpose of the limited remedy provided Licensee hereunder is to allocate the risks as provided above.

7. PROFESSIONAL RESPONSIBILITY. Licensee understands and agrees that all decisions regarding the tax treatment of items reflected on tax returns prepared by Licensee using the Software are made solely by the Licensee and that use of the Software does not relieve Licensee of responsibility, including those to any third party, for the preparation, content, accuracy, and review of such returns.  Licensee acknowledges that Licensee does not rely upon Lacerte for advice regarding the appropriate tax treatment of items reflected on returns processed using the Software.  Licensee agrees to review any computations made by the Software and satisfy himself or herself that those computations are correct.

7.1 Licensee accepts full responsibility for:  (i) selection of adequate and appropriate Software to satisfy Licensee's business needs and achieve Licensee's intended results; (ii) use of the Software; (iii) all results obtained from the Software, and (iv) selection, use of, and results obtained from any other programs, computer equipment or services used with the Software.

7.2 Licensee agrees that Lacerte is not and shall not be responsible for retaining records of Licensee's clients' tax information, tax returns or other client data, and Licensee hereby releases Lacerte from, and agrees to indemnify Lacerte for any liability or damages arising out of, or relating to, the loss of any such data.  Lacerte may retain certain client data for its own administrative purposes.

7.3 You accept full responsibility for obtaining any client and other third party consents or authorizations (in compliance with IRC 7216 and any other applicable law, regulation and governmental licenses) in connection with your use of any services offered in connection with or accessible through the Software (including the transmission to, or processing, storage or retransmission by, Lacerte of client tax return information), and hereby represent that you have or will obtain such consents or authorizations.  You agree that Lacerte and its affiliates are not and shall not be responsible for retaining records of your clients' tax information, tax returns or other client data, and hereby release Lacerte and its affiliates from, and agree to indemnify Lacerte and its affiliates for any liability or damages arising out of, or related to, the loss of any such data.  Lacerte and its affiliates may retain and use certain client data as may be required by law or otherwise for its own administrative and business purposes, which may include testing, improving, and developing Software functionality, as well as statistical analysis of such data. Lacerte is not required or obligated to provide you with copies of this information.

7.4 You are solely responsible and liable for the security of the Software and controlling any access or use thereof including, but not limited to, the designation of systems administrators, account passwords and the designation of any bank account information where proceeds from bank products are deposited.

7.5 Confidentiality. Information about your customers that you provide to Lacerte and its affiliates will not be disclosed to third parties without your permission, except in the following instances: (i) to fulfill a request for services you've requested; (ii) to vendors who perform a specific function on behalf of Lacerte and its affiliates and have agreed to keep such information confidential; or (iii) when required by law or to comply with a legal process.  Such information is available to Lacerte and its affiliate employees on a need-to-know basis, who are trained on proper data handling.

8. PRIVACY AND USE OF PERSONAL AND TAX RETURN INFORMATION. Lacerte and its Affiliates place the highest importance on respecting and protecting the privacy of our customers. Our most important asset is our relationship with you. We want you to feel comfortable and confident when using our products and services and with entrusting your personal information to us. Lacerte's full Privacy Statement can be found by visiting http://www.lacertesoftware.com/privacy/index.aspx.  To contact us with a question, visit https://privacy.Lacerte.com/cpi/do/comments. Or write to us at: Privacy Team, Lacerte Inc., 2800 East Commerce Center Place, Tucson, AZ 85706.

You are responsible for protecting the information on your computer such as by installing anti-virus software, updating your software, password protecting your files, and not permitting third party physical or electronic access to your computer.

9. TERMINATION. Your rights under this Agreement may be terminated by Lacerte immediately and without notice if you fail to comply with any term or condition of this Agreement and Lacerte is entitled to enforce its rights hereunder by an action for damages or by specific performance, injunctive or other equitable relief.  All licenses granted pursuant to this Agreement will immediately terminate and Licensee shall immediately uninstall the Software from your computer(s) and/or LAN, return the Software to Lacerte and destroy all backup copies.  Any termination of this Agreement shall not affect Lacerte's rights hereunder.

10. MISCELLANEOUS.

10.1 Lacerte shall have the right to change or add to the terms of its Agreement at any time (provided that it is not Lacerte's intent that such change substantially affect the license rights granted to you in Section 2 and for which consideration was paid by you), and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software and services (including internet based services, pricing, technical support options, and other product-related policies) upon notice by any means Lacerte determines in its discretion to be reasonable, including sending you an email notification or posting information concerning any such change, addition, deletion, discontinuance or conditions in the Software or on any Lacerte or Lacerte Inc. (Lacerte) sponsored web site, including www.lacertesoftware.com/terms.

10.2 Notwithstanding anything to the contrary contained herein, in the event Licensee obtains software from Lacerte, an Affiliates or any other Intuit company that is accompanied by a software license agreement that is not this Agreement (Separate Software), then Licensee's use of such Separate Software shall be governed by that software license agreement and not this Agreement.  Separate Software includes, but is not limited to the Intuit EasyACCT Professional Series software, Intuit EasyACCT Business System software, Intuit EasyACCT Informational Return System software, QuickBooks Client Manager software and the ItsDeductible software.

10.3 All notices, demands, consents, or requests which may be or are required to be given by any party to another party shall be in writing.  No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the parties hereto, except for any additional licensing terms that may be contained in any release letter delivered with the Software.  The parties hereto, and each of them, acknowledge that they have had the opportunity to be represented by independent counsel of their choice prior to execution of this Agreement.  In the event any of the provisions, or portions thereof, of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity of enforceability of the remaining provisions of this Agreement shall not be affected thereby.

10.4 Delivery of Software to Licensee may take place at a future date, when the products become available to the general client base of Lacerte.  Any Software that are delivered by electronic transmission shall be deemed delivered on the date Lacerte makes any such program available for downloading. Licensee acknowledges and agrees that Lacerte may, in its sole discretion, issue the Software in any alternative media, including but not limited to: CD, DVD or Internet download.

10.5 Lacerte may offer, at its sole discretion, product support for the Software excluding the Supported Programs, for which technical support is provided pursuant to Section 3 above. Product support for the most current version of such Software are subject to discontinuation and will only be available to Licensee for a one year period from the date such Software are first released to the general client base of Lacerte.  Product support will be provided only for use of such Software on the hardware and operating systems specified in the documentation for such Software.

10.6 Lacerte may, if practical and appropriate, Update the Software, (other than the Supported Programs which are updated pursuant to Section 3 above),  from time to time and offer such updated Software to Licensee.  However, updating shall be at Lacerte's sole discretion and Lacerte shall have no obligation, express or implied, to update such Software.  Lacerte shall have the right, at its sole discretion, to withhold the shipment of updates if Licensee is delinquent in the payment of any charges owed to Lacerte including, without limitation, charges for Remote Entry Processing or Electronic Filing fees.  Licensee acknowledges and agrees that Lacerte may, in its sole discretion, issue updates in any alternative media, including but not limited to: CD, DVD, in-product Internet update, or Internet download.

11. REMOTE ENTRY PROCESSING & ELECTRONIC FILING. Remote Entry Processing (REP) permits Licensee to use, on a pay-per-return basis, any of Lacerte's tax preparation programs not licensed by Licensee for unlimited in-house use from the earlier to occur of December, 2009, or the date of the release to Lacerte's general client base of the 2009 tax program.  Electronic Filing (EF) permits Licensee to electronically transmit completed 2009 tax returns and federal extensions to the Internal Revenue Service (IRS) and to certain state taxing authorities, subject to the availability and capabilities of the Lacerte 2009 EF software.  Lacerte shall have the right at any time, at its sole and absolute discretion, to condition Licensee's use of REP and EF service upon Licensee's authorization to have future REP and EF charges automatically debited to Licensee's bank or credit card account.  Lacerte reserves the right at any time, at its sole and absolute discretion, to suspend and/or terminate REP and EF service to Licensee if Licensee is delinquent in the payment of any charges owed to Lacerte, including, without limitation, checks returned to Lacerte for insufficient funds.

11.1 REP Fees.  Licensee agrees to pay an REP transaction fee each time Licensee requests to process a tax return. The REP transaction fees are located in the Software.  Sales tax will be charged on all REP processing transactions in states where applicable.  For REP transactions initiated prior to the 2009 Program Release Date, the fees for REP transactions will be assessed in accordance with the Lacerte 2008 Software License Agreement.  The 2009 Program Release Date shall mean the earlier to occur of December 31, 2009 or the date of the release to Lacerte's general client base of the 2009 tax program.

11.2 EF Transmission Fees.  Licensee agrees to pay an EF transmission fee each time Licensee transmits a tax return to Lacerte, including the separate electronic filing of individual and/or any applicable business extensions. The EF transmission fees are located in the Software. No additional transmission fee will be charged for re-transmitting a return previously rejected by the IRS or a state taxing authority.  Sales tax will be charged on all EF processing transactions in states where applicable.  If Licensee has licensed the Unlimited 1040 or unlimited business e-file option under this License Agreement, no additional EF transmission fees for 2009 Individual (1040) federal and state tax returns will be assessed.  If you have not, then EF transmissions initiated in a prior Lacerte Tax Year software program will be assessed fees in accordance with the TY2009 Software License Agreement after the TY2009 Program Release Date.

11.3 REP and EF billing statements will be delivered to Licensee monthly.  All statements are due immediately upon receipt.  If payment is not received within twenty-five (25) days after the statement date, Lacerte shall have the right to notify Licensee of such delinquency via electronic message, and to disconnect Licensee from REP and EF service.   In the event of any such disconnection, Licensee shall be liable for a reactivation charge of up to $50.00 to re-establish REP and EF service.  In the event payment is not received within forty-five (45) days after the statement date, Lacerte shall also have the right to charge interest on the amount owed, calculated from the statement date to the date of payment, at the lesser of 7% per annum, compounded monthly, or the highest interest rate permitted.

12. ADDITIONAL THIRD PARTY SOFTWARE LICENSING TERMS. The Software may contain third party software components which are governed by and subject to commercial terms and licenses as provided below. Licensee must comply with any such commercial terms and licenses with regard to these separate third party software components. Lacerte makes no warranty concerning these third party software components.

12.1 Adobe Flash 9 9 Adobe^® Flash^® Player. Copyright ^® 1996 - 2008. Adobe Systems Incorporated. All Rights Reserved. Patents pending in the United States and other countries. Adobe and Flash are either trademarks or registered trademarks in the United States and/or other countries.

12.2 EmbeddedWB ALL This product may contain EmbeddedWB ALL, the source code of which can be found here http://www.bsalsa.com. EmbeddedWB ALL is licensed under the terms of the GNU General Public License v2, which can be found here http://www.opensource.org/licenses/gpl-2.0.php.

12.3 Java Runtime Engine 1.6.10 This product may contain Java Runtime Engine 1.6.10.  Java Runtime Engine is licensed under the terms of theBinary Code Java Platform, Standard Edition Runtime Environment OEM License Agreement, which can be found here http://bugreport.sun.com/bugreport/oemlicense.jsp.

12.4 JaxB 2 Contains JaxB 2, Copyright 2009, Sun Microsystems, Inc.  The source code is available at https://jaxb.dev.java.net/ and is licensed under the Common Development and Distribution License (CDDL).  You may obtain a copy of the license at http://www.sun.com/cddl/cddl.html.

12.5 JX for Delphi Win32 Copyright ©2003-2008 J4SOFT.

12.6 Primitive Collections for Java 1.2 This product may contain Primitive Collections for Java 1.2, the source code of which can be found here http://sourceforge.net/projects/pcj/.  Primitive Collections for Java 1.2 is licensed under the terms of the GNU Lesser General Public License v2.1, which can be found here http://www.opensource.org/licenses/lgpl-2.1.php.

12.7 SharpZipLib

This product may contain SharpZipLib, the source code of which can be found here http://www.icsharpcode.net/OpenSource/SharpZipLib/.  SharpZipLib is licensed under the terms of the GNU General Public License v2, which can be found here http://www.opensource.org/licenses/gpl-2.0.php , subject to the GNU ClassPath Exception, which can be found here http://www.gnu.org/software/classpath/license.html.

12.8 Spring Framework 2.5 This distribution may contain Spring Framework 2.5, Copyright © 2009 SpringSource. Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0. Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

12.9  Certain Database Functions

The following are additional license terms for third party software components used to manage the Software client file database, as well as other database functions. The definitions contained in the following sub-license agreement shall apply only to that sub-license agreement.

CodeBase Sub-License Terms and Conditions Whereas, Lacerte Software Corporation ("Lacerte") has licensed software from Sequiter Software Inc. (Sequiter) under the terms of the CodeBase Software License Agreement.

Whereas, Lacerte has certain distribution rights to the licensed software provided this legal agreement is imposed upon you, the end-user of Lacerte's Software (the "CodeBase Sub-Licensee").

Whereas, Lacerte has agreed not to directly or indirectly distribute software which provides programmatic database capabilities and which also uses the Licensed CodeBase Software unless otherwise agreed to by Sequiter.

Whereas, this legal document is an agreement between Lacerte and you, the CodeBase Sub-Licensee (hereinafter referred to as the "Sub-License Agreement").

1. Definitions

Licensed Software: This is the Sequiter computer programs contained in the CodeBase software package or any computer programs containing parts of the computer programs in the package. These programs could be represented in any form: in print, as electronic source code, as compiled object modules, as a library file, a dynamic link library, or an executable program. It includes the CodeReporter and CodeControls software, which is bundled with CodeBase.

Machine Code: This is a form of software, which is directly understood by the computer hardware and is generated by a compiler from source code.

Executable Software: This is a machine code form of the Licensed Software, which is contained in an executable file. Under Microsoft Windows the name extension of executable software is ".EXE."

Loadable Software: This is a machine code form of the Licensed Software, which is contained in a DLL, VBX or OCX file. Under Microsoft Windows the name extensions of DLL, VBX and OCX are ".DLL", ".VBX" and ".OCX" respectively.

Distributable Loadable Software: This is all Loadable Software except for the Server Engine Software.

2. Sub-License

You may use the Distributable Loadable Software with, and only with, application(s) provided by Lacerte. You agree not to use the Distributable Loadable Software for any other purpose. You agree not to use the Distributable Loadable Software for the purposes of software development and agree to take appropriate measures to ensure that no one uses the Distributable Loadable Software for the purposes of software development without an appropriate separate license.

3. Copyright

The Distributable Loadable Software and other accompanying materials, including but not limited to printed or electronic text and images, is owned by Sequiter or its suppliers and is protected by copyright laws and international treaty provisions. Consequently, you may not make copies of this copyrighted material except as expressly provided herein.

4. No Warranties

To the maximum extent permitted under applicable law, the Distributable Loadable Software is provided "as is" without any kind of warranty on behalf of Sequiter Software Inc. You accept full responsibility for determining whether the Distributable Loadable Software is suitable for any particular purpose and for protecting yourself against any possible consequential damages.

5. Severability

If any clause in this Sub-License Agreement is held to be contrary to law, that clause shall be severed and the rest of the Sub-License Agreement shall be enforceable to the fullest extent possible.

6. U.S. GOVERNMENT RESTRICTED RIGHTS.

The CodeBase software package and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data 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.

7. You will not modify, disassemble, decompile or reverse engineer any of the Distributable Loadable Software.

8. Entire Agreement

This Sub-License Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and there are no statements, representations, warranties, undertakings or agreements, written or oral, express or implied, direct or indirect, collateral or otherwise, between the parties hereto, except as herein set forth.

12.10 Lacerte Document Management System

Fax Functionality
The following are additional license terms for third party software components used in the Software to provide fax functionality: THE SOURCE CODE VERSION OF TURBOPOWER ASYNC PROFESSIONAL SOFTWARE VERSION 4.06 (Source Code) IS AVAILABLE UNDER THE TERMS OF THE MOZILLA PUBLIC LICENSE 1.1 (Mozilla License). In the event of a conflict between the Lacerte Software License Agreement with respect to such Source Code, the Mozilla License shall control. Any terms for the executable version of the TurboPower Async Professional Software version 4.06 set forth in the Lacerte Software License Agreement that are different from the terms of the Mozilla License are offered by Intuit Inc. and not by TurboPower Software or any contributor to TurboPower Async Professional Software version 4.06.

October 23, 2009