END-USER LICENSE AGREEMENT FOR OUTREACH COMMUNICATIONS CORPORATION (OCC)
SOFTWARE

IMPORTANT - READ CAREFULLY:  This OCC End-User License Agreement ("EULA") is
a legal agreement between you (either an individual or single entity) and
Outreach Communications Corporation for any computer software and associated
media and printed materials, and may include "on-line" or electronic
documentation and software ("SOFTWARE PRODUCT" OR "SOFTWARE").  By
installing, copying, or otherwise using the Software Product, you agree to
be bound by the terms of this EULA.  If you do not agree to the terms of
this EULA, promptly return the unused Software Product to the place from
which you obtained it for a full refund.  

SOFTWARE PRODUCT LICENSE

The SOFTWARE PRODUCT is protected by copyright laws and international
copyright treaties as well as other intellectual property laws and treaties.
This SOFTWARE PRODUCT is licensed, not sold.  

1.  Grant of License.  This EULA grants you the following rights.
You may install and use the SOFTWARE PRODUCT freely on as many computers as
desired until and unless notified by OCC that this license is being revoked,
provided that all aspects of this EULA, Software Product License and
Sales/Service Agreement are otherwise observed.  Without prejudice to any
other rights, OCC may terminate this EULA if you fail to comply with the
terms and conditions of this EULA.  In such an event, you must destroy all
copies of the SOFTWARE PRODUCT and all of its component parts.  

2.  Description of Rights and Limitations

-Limitation on Reverse Engineering, Decompilation and Disassembly.  You may
not reverse engineer, decompile or disassemble and software or technologies
developed by OCC except to the extent that such activity is expressly
permitted by applicable law notwithstanding this limitation.  

-Separation of Components.  The SOFTWARE PRODUCT is licensed as a single
product.  Its component parts may not be separated for use individually.  

-Rental.  You may not rent or lease the SOFTWARE PRODUCT

-This EULA is not transferable without the express written consent of OCC.  

3.  Copyrights.  All title and copyrights in an to the SOFTWARE PRODUCT
(including but not limited to any images, photographs, animations, video,
audio, music, text and "applets" incorporated into the SOFTWARE PRODUCT),
the accompanying printed materials, and any copies of the SOFTWARE PRODUCT,
are owned by OCC or its suppliers.  The SOFTWARE PRODUCT is protected by
copyright laws and international treaty provisions.  Therefore, you must
treat the SOFTWARE PRODUCT like any other copyrighted material except as
noted herein.  The following are considered protected trademarks of Outreach
Communications Corporation, all rights reserved:

	Outreach Communications Corporation 
	Outreach Communications 
	Outreach 
	OCC 
	Secure Transaction and Order Management Processor 
	S.T.O.M.P. 
	Internet MallManager
	MallManager 
	Internet Store Manager
	StoreManager 
	CommerceLink

All sales and services to the Customer are subject to the standard
Sales/Service Agreement of Outreach Communications Corporation:

SALE /SERVICE AGREEMENT
Outreach Communications Corporation ("OCC"), or any of its assigns,
subsidiaries or affiliates make available to the Customer goods and services
only under the terms of this Commercial Service/Sale Agreement
("Agreement"). By accepting and paying for goods/services, the Customer
acknowledges and agrees to all of this Agreement's terms hereunder, and
these terms shall apply to any additional transactions between the parties
unless new terms are set forth by OCC.

Payment, Term and Termination

Payment shall be made by Customer to OCC immediately upon delivery of any
products, or under terms set forth by OCC (the "Due Date"). Payments for
services rendered for less than a full month shall be prorated. OCC may, at
its option, immediately terminate this Agreement, or temporarily suspend all
of its responsibilities stated in this Agreement, if payment is delinquent
for any amount for any period of time. OCC may also, at its option,
immediately terminate this Agreement, or temporarily suspend all of its
responsibilities stated in this Agreement, for any or no reason and provide
the Customer a prorated return of any prepaid funds. Any kind of termination
or cancellation for any reason shall not free Customer from any pre-existing
obligations to OCC for services rendered and/or products delivered. All
prices and specifications are subject to change without notice. Amounts not
paid within ten (10) days of the Due Date shall bear interest at the lesser
of (1) 1 1/2% per month or (2) the highest legal rate.

Limited Warranty and Limitation of Liability

OCC AGREES TO USE ITS "BEST EFFORTS" TO PROVIDE THE PRODUCTS AND SERVICES
REQUIRED UNDER THIS AGREEMENT AND IN A PROMPT MANNER, BUT IN NO EVENT SHALL
OCC BE LIABLE FOR ANY DAMAGES OR LIABILITIES, DIRECTLY OR INDIRECTLY CAUSED
BY A FAILURE (WHETHER DUE TO ITS NEGLIGENCE OR OTHERWISE) TO PERFORM ANY
SERVICES OR FUNCTIONS, ANY LENGTH OF DOWN TIME, TEMPORARY SHORTAGES OR
UNAVAILABILITY. CUSTOMER SHALL RECEIVE NON-CASH CREDITS TO THEIR ACCOUNT FOR
ANY FULL DAYS IN WHICH CONTRACTED SERVICE IS FULLY UNAVAILABLE. EXCEPT FOR
THE LIMITED WARRANTIES STATED ABOVE, OCC DISCLAIMS ALL WARRANTIES OF ANY
KIND WITH REGARD TO THE SUBJECT MATTER HEREOF, THE SERVICE TO BE PROVIDED BY
OCC, AND PARTS AND OTHER MATERIAL TO BE SUPPLIED BY OCC; DISCLAIMED
WARRANTIES INCLUDE, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OCC SHALL HAVE NO
LIABILITY OR RESPONSIBILITY TO THE CUSTOMER OR ANY OTHER PERSON OR ENTITY
WITH RESPECT TO ANY LIABILITY, LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED
TO, ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS OR
CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF OPERATION OF ANY COMPUTER
EQUIPMENT) CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY OCC,
COMPUTER EQUIPMENT OR SOFTWARE SOLD OR SERVICE PROVIDED BY OCC. CUSTOMER
AGREES TO INDEMINFY, HOLD HARMLESS AND COME DEFEND OCC IN ANY LEGAL
PROCEEDINGS AGAINST OCC AS A RESULT OF ANY GOODS OR SERVICES RENDERED BY OCC
TO THE CUSTOMER. IN NO EVENT SHALL OCC BE LIABLE FOR LOSS OF PROFITS, OR ANY
INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY BREACH OF
THIS AGREEMENT OR ANY WARRANTY PROVIDED HEREIN. SOME STATES DO NOT ALLOW THE
LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION(S) OR EXCLUSION(S) MAY NOT APPLY TO THE CUSTOMER. THE WARRANTIES
GRANTED HEREIN GIVE THE CUSTOMER SPECIFIC LEGAL RIGHTS, AND THE CUSTOMER MAY
HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. IN NO EVENT SHALL THE
LIABILITY OF OCC TO CUSTOMER EXCEED THE AMOUNT PAID TO OCC BY CUSTOMER FOR
PARTICULAR GOODS OR SERVICES IN QUESTION.

General

This Agreement is the entire Agreement between the parties and it supersedes
all prior Agreements and understandings between the parties concerning the
subject matter herein. It may be modified only by written Agreement signed
by duly authorized representatives of each party. Customer agrees not to
solicit the involvement of, or to hire or contract with, any employee,
contractor or agent of OCC during the effective period of this Agreement and
for a period of 1 year after the termination of this Agreement or any
extensions, whichever is later. Customer also agrees not to reverse
engineer, decompile or disassemble and software or technologies developed by
OCC except to the extent that such activity is expressly permitted by
applicable law notwithstanding this limitation.. If any dispute should arise
with regards to this Agreement between the parties of this Agreement, any
such dispute will first be resolved by binding arbitration by a panel of
three arbitrators under the rules of the American Arbitration Association.
It is understood that each party hereby gives up the party's right to bring
a lawsuit in court (other than an action for injunctive relief pending any
arbitration) and the right to a jury trial on any dispute arising from this
Agreement. The prevailing party in any arbitration action shall be entitled
to recover its reasonable costs and attorney's fees. This Agreement shall be
governed by the laws of the State of Delaware. This Agreement is being
performed in Travis county, Texas, and venue of any court action and any
arbitrator shall lie solely in Travis County, Texas.
