Section 5.

Registration of Copyright

5.1. Inserv shall place appropriate copyright and other proprietary notices in the form prescribed by applicable law on packaging materials, and embedded in program code of the program packages. User shall, upon request of Inserv, execute and deliver to Inserv a suitable Certificate of Assignment of the rights and interests of User in the Subject Programs for registration or recordation in the United States Copyright Office.

Section 6.

Payment of Purchase Price

6.1. User acknowledges receipt of the sum of $1 furnished by Inserv as the mutually agreed upon purchase price as good and sufficient consideration of User entering into this Agreement and delivering the Subject Programs under Section 3, in addition to the additional consideration described below.

Section 7.

Additional Consideration

7.1. As additional consideration for the sale and transfer of the Subject Programs, Inserv and User mutually agree to void and terminate their previous "Agreement in Principle Between Inserv and User for Support of Point of Sale Systems" originally executed on _________[date].

7.2. In addition, Inserv and User mutually agree to terminate their previous "Agreement for Data Processing Services Between Inserv and User" originally executed on _________[date]. As a condition of the termination of that agreement, Section _________ of that agreement will control the process of termination. Inserv, in conjunction with the contract termination, agrees to sever all employees associated with the performance of the contract and provide a severance package to those employees who are not offered positions with User within 24 hours of their termination by Inserv. Inserv will provide under separate agreement with the individuals involved, an incentive to the current Director-MIS and Manager-Application Systems that they will receive lump sum compensation if they continue in their current position for a specified time period (approximately six months) after the transition to User or if after the transition to User they are terminated for reasons other than termination for cause.

7.3. Inserv will pay User a royalty of $_____ for each new sublicense and installation of the "Subject Programs" in the continental United States for and at a User Service Center.

7.4. Inserv will make available the services of _________ for a period of 180 days from the effective date of this agreement to assist in the transition of the data processing service efforts from Inserv to User. These services will be provided on a part-time basis for expense reimbursement only (travel, lodging and meals) up to a maximum of 160 man hours. These services will continue at a rate of $_____ per hour after the 160-hour limit has been reached up to a maximum of 100 additional hours. All services provided by _________ are based on h— continued employment by Inserv and availability with reasonable notice.

Section 8.

Warranties of User; Limitations on Warranties and Liabilities

8.1. User warrants to Inserv that it is the original creator and User of the Subject Programs and is the owner of them for purposes of the U.S. Copyright Act and applicable federal and state laws affecting proprietary rights, and that it has the authority to assign and transfer all right, title, and interest to them to Inserv in accordance with the provisions of this agreement.

8.2. User warrants that the Subject Programs in the form to be delivered to Inserv pursuant to Section 3.1 will not infringe any U.S. patent, copyright, or trade secret right of any third party.

8.3. User makes no warranty that all errors have been or can be eliminated from the Subject Programs and, except as set forth in Section 8.1, User shall not be responsible for losses, damages, costs or expenses of any kind resulting from the use or distribution of the Subject Programs by Inserv, including, without limitation, any liability for business expense, machine downtime, or damages caused Inserv or any third persons by any deficiency, defect, error or malfunction. Except as set forth in Section 9.1, User shall not be liable for any indirect, special, incidental, or consequential damages, relating to or arising out of the subject matter of this Agreement or actions taken under it. USER MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE SUBJECT PROGRAMS OR THE USE OF THEM, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Section 9.

Indemnity Undertakings of the Parties

9.1. User shall indemnify and hold harmless Inserv from and against any and all claims, actions, demands, costs, losses, and liabilities arising out of or relating to infringement by the Subject Programs in the form delivered by User to Inserv under this Agreement upon the proprietary rights of any third parties.

9.2. Inserv shall indemnify and hold harmless User from and against any and all claims, actions, demands, costs, losses, and liabilities arising out of or relating to actions taken by Inserv pursuant to this Agreement.

9.3. These rights of indemnification shall be predicated upon the party seeking indemnification (1) giving the indemnifying party prompt written notice of any claim for which indemnity is sought; (2) allowing the indemnifying party complete control with respect to the defense or settlement of any such claim; and (3) cooperating fully with the indemnifying party in the defense or settlement at the expense of the indemnifying party.

Section 10.

Confidential Information

10.1. User shall keep confidential and not disclose or disseminate to any third parties any confidential proprietary information subsisting or embodied in the Subject Programs. User shall take all steps reasonably necessary for the protection of any such information that remains in the possession or control of User.

Section 11.

Miscellaneous

11.1. User shall have no authority to enter into agreements on behalf of Inserv or otherwise to bind or obligate Inserv in any manner.

11.2. ALL QUESTIONS CONCERNING THE VALIDITY, OPERATION INTERPRETATION, AND CONSTRUCTION OF THIS AGREEMENT WILL BE GOVERNED BY AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF _________.

11.3. If any part, term, or provision of this Agreement shall be held unenforceable or in conflict with any law of any governmental authority having jurisdiction over this Agreement, the validity of the remaining portions or provisions shall not be affected.

11.4. Each party represents that it has the full power and authority to undertake the obligations set forth in this Agreement and that it has not entered into any other agreements that would render it incapable of satisfactorily

performing its obligations under this Agreement or that would place it in a position in conflict with respect to its obligations under this Agreement.

11.5. The parties agree that this agreement is complete and exclusive state of agreement and supersedes all proposals and agreements, oral or written, relating to the subject matter of this agreement.

IN WITNESS, the parties have caused the Agreement to be duly executed by their authorized representatives effective as of the date set forth above.

(User)

By: _________

Name: _________

Title: _________

Date: _________

(Inserv)

By: _________

Name: _________

Title: _________

Date: _________