INFORMATION ACCESS AGREEMENT

This Information Access Agreement (the "Agreement") is made and entered this _____ day of __________, 20__ (the "Effective Date") by and between MicroDecisions, Inc., ("Provider"), and _________________________________, ("Subscriber") for the provision of the MicroBase® Information Access Service as described below and on the reverse side hereof.

BY EXECUTING THIS AGREEMENT, SUBSCRIBER ACKNOWLEDGES HAVING READ AND UNDERSTOOD, AND HEREBY AGREES TO, THE TERMS AND CONDITIONS ON THE REVERSE SIDE.

The initial term of this Agreement shall be twelve (12) months, effective __________________ (Subscription Date).

	Subscriber Billing Address	Subscriber Installation Address
Company:
Contact:
Address:
City/St/Zip:
Phone:

The Subscriber hereby subscribes to the following services:

County	Taxroll/Sales	Assessor Maps	Recorded Plats	Aerials
Brevard
Charlotte
Collier
Flagler
Hillsborough
Lake
Lee
Manatee
Orange
Osceola
Palm Beach
Pasco
Pinellas
Polk
Seminole
Volusia

Total Annual Service Fee $______________

Billing Schedule

		Pay Annually	Pay Quarterly
Periodic service fee
Sales tax @	%
Billing charge (1/60)
Periodic payment
First billing adjustments
One month deposit
Other fee/credit
Sales tax @	%
Installation/Training		$ 75.00	$ 75.00
Total payable first billing
Less Payment rcvd - ck #
Balance due net 30

Additional Clauses:

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written above.

By: ________________________	By: ________________________
Subscriber __________________________________	MicroDecisions, Inc.
Name and Title: ________________________	President
By: ________________________
Guarantor

TERMS AND CONDITIONS

Information Access Service. In exchange for the Contract Fees set forth on the reverse side hereof and on and subject to the conditions hereof, Provider shall from time to time provide Subscriber with: (i) access to Provider’s on-line database and CD ROM database (collectively the "Service") of real property information delineated on the first page hereof (the "Information"); and (ii) a license for the Subscriber to use software (the "Software") provided by Provider to Subscriber and to be used by Subscriber to access the Service and the Information. The license granted hereunder: (i) is strictly limited to the number of users designated on the face hereof at the Subscriber Installation Address; and (ii) does not include any other right under any intellectual property right owned or licensed by Provider concerning or relating to the Software, including, but not limited to, the right to reverse-engineer, copy or disseminate the Software. The Software contains a time sensitive license key which will disable use of the Software upon Subscriber’s failure to pay the amounts due hereunder or termination of this Agreement. Subscriber shall only use the Software, Service and the Information at the Subscriber Installation Address, for its own internal business purposes and shall not permit any third party other than Subscriber or its bona fide employees, independent real estate appraiser contractors or licensed real estate salesperson contractors, to use or have access to the Software, Service or Information. Access to the Service and the Information in excess of the purchased limit (as stated on the reverse side hereof) shall be billed at an hourly rate of twenty-four dollars ($24.00) per hour. The Contract Fees and the hourly rate fee do not include, and Subscriber is responsible for, all taxes and governmental fees arising out of the transactions contemplated by this Agreement, which Provider may add to the amounts due hereunder. Subscriber shall provide and pay for all utilities, equipment (including, but not limited to telephone lines and network access fees), computer hardware, and computer software (including operating systems, drivers or utilities that may be necessary to operate the Software). Notwithstanding anything to the contrary contained herein, Subscriber agrees and acknowledges that the Information is the property of Provider and Subscriber shall only be entitled to store such information in computer memory, manipulate, analyze, reformat, print or display such Information. Without limiting the generality of the foregoing limitations, Subscriber shall not reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or otherwise exploit the Information, except and unless such Information is incorporated into Subscriber’s product and such product is not the bulk dissemination of data or similar to a product or service provided or sold by Provider

Warranty. Provider warrants only that the Service and Software are provided "as-is" on an "as-available basis" and that, as concerns operation of the Software, access to the Service or the correctness of the Information, there is no warranty that Subscriber shall have access at all times, or at any time to the Service or the Information. Subscriber shall be solely responsible for determining the accuracy and suitability of the Information or the Service for itself, himself or herself. THE WARRANTY STATED ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY PROVIDER. PROVIDER DOES NOT MAKE AND THE SUBSCRIBER SPECIFICALLY WAIVES ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER PROVIDER HAS REASON TO KNOW, OR ACTUALLY KNOWS, THE SPECIFIC PURPOSE TO WHICH SUBSCRIBER INTENDS TO UTILIZE THE INFORMATION AND/OR SERVICES CONTEMPLATED IN THIS AGREEMENT. IN NO EVENT SHALL PROVIDER BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY LOSS OF BUSINESS OR PROFITS, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SIMILAR DAMAGES, OR FOR THE CLAIMS OF DAMAGES MADE BY ANY THIRD PARTY EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF PROVIDER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

Limitation of Liability/Release. EXCEPT FOR PERSONAL INJURY TO THIRD PARTIES, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PROVIDER OR ITS DATA SUPPLIERS FOR DAMAGES TO THE SUBSCRIBER OR ANY THIRD PARTY BY OR THROUGH SUBSCRIBER FOR ANY CAUSE OF ACTION WHATSOEVER, REGARDLESS OF THE FORM OF SUCH ACTION, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, EXCEED THE ANNUAL SERVICE FEE HEREUNDER TO THE EXTENT ACTUALLY RECEIVED BY PROVIDER FROM SUBSCRIBER.

Indemnification. Subscriber agrees to indemnify and hold harmless Provider and its data suppliers, contractors, agents, subsidiaries and affiliates, and their directors, officers, employees, attorneys and agents, against any and all losses, liabilities, awards and costs (including attorney’s fees, appellate attorney’s fees and expenses) arising out of or related to any third party claim arising out of, relating to, or resulting from Subscriber's use of the Service, software or Information.

Term. The Term of this Agreement shall commence on the Effective Date above and continue for a period of one (1) year from the Subscription Date, unless terminated earlier in accordance with the provisions hereof. THIS AGREEMENT WILL AUTOMATICALLY RENEW FOR SUCCESSIVE ONE (1) YEAR PERIODS (each such period being a "Renewal Term") at the end of a Term or a Renewal Term unless: (i) either party provides the other with a Notice of Non-Renewal, no less than thirty (30) days and no more than ninety (90) days prior to the end of the current Term or Renewal Term; and (ii) in the case of a Subscriber termination, Subscriber returns to Provider all copies of Software, Information, CD ROM disks and all other tangible distribution media to Provider within ten (10) days of the termination date, and destroys all copies of the Software and Information Subscriber holds. Provider and Subscriber agree that Subscriber’s failure to fully and completely comply with the provisions of 5(ii) or 16(2) shall cause damages to Provider in the amount of the Annual Service Fee; provided, however, such damages shall be applicable and attributable only to Subscriber’s breach of Section 5(ii) or 16(2) and shall not limit Provider’s remedies for other breaches, including without limitation failure to pay amounts due hereunder.

Termination Upon Valid Non-Renewal Notice. The termination, expiration or cancellation of this Agreement shall not affect any rights accruing prior to that time. Sections 3, 4, 7, 13 and 15 shall survive the termination, expiration or cancellation of this Agreement and all amounts due prior thereto shall remain due until paid.

Payment of Fees and Default. The Contract Fees, as stated on the face hereof, shall be payable in advance, on the periodic basis set forth on the face hereof, commencing on the Effective Date. A security deposit of one-twelfth of the Annual Service Fee securing Subscriber’s performance shall be paid together with the initial payment due hereunder as a security deposit. Subscriber shall pay the Contract Fees due hereunder on the first day of the month in which such fees become due, in US dollars. Payments received more than 5 days after the due date shall be subject to a late fee of the greater of 5% of the amount due or $50.00, and the full amount due and unpaid shall bear interest from the date due until paid at 1.5% per month or part thereof, or the highest rate permitted under Florida law, whichever is less. In the event Subscriber fails to make any payment within fifteen (15) days of the due date, the total amount due hereunder shall, at the option of Provider, become due and payable as of the original due date, without notice to Subscriber and this Agreement may be immediately terminated by Provider. Provider may, at its option and without limiting any other remedy at law or in equity, suspend access to the Service or Information and revoke the License if any payment is not made when due. Provider may, at its option, charge a fee for the resumption of service.

Entire Agreement and Waiver. This Agreement sets forth the entire understanding of the parties concerning the subject matter hereof and incorporates all prior negotiations and understandings. No purported waiver by any party of any default by another party of any term or provision contained herein shall be deemed to be a waiver of such term or provision unless the waiver is in writing and signed by the waiving party. No such waiver shall in any event be deemed a waiver of any subsequent default under the same or any other term or provision contained herein.

Modification. Except as expressly set forth herein, no alteration, amendment, change or addition to this Agreement shall be binding upon any party unless made in writing and signed by the party to be charged. Notwithstanding the foregoing: (1) Provider may, on thirty (30) days notice (the "Notice Period"), modify any term or condition of this Agreement (including, but not limited to, Contract Fees, access times, prioritization of users and discontinuation of the Service or the Information, or parts thereof) (hereinafter a "Provider Amendment"), provided, however, that within the Notice Period, Subscriber may elect, in writing, to terminate this Agreement and receive a prorated return of the Contract Fees paid; and (2) Subscriber and Provider may verbally agree to add additional areas of Information to this Agreement, with such amendment being effective and binding immediately. Use of the Software, Service or Information after the Notice Period, payment of an invoice for any period following the Notice Period or failure of Subscriber to comply with the provisions of section 5(ii), above, within three (3) days after the Notice Period shall be deemed acceptance of a Provider Amendment and this Agreement, as modified, shall continue in full force and effect.

Captions. The captions and paragraph numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement.

Notices. Any notice or other instrument required or permitted to be given under this Agreement shall be in writing and shall be deemed properly given when delivered in person or three (3) days after being sent via first class United States mail, postage prepaid, to the address on the reverse side. Either party may change its address for notices as herein set forth.

Partial Invalidity. If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall be invalid or unenforceable, the remainder of this Agreement, and the application of such term or provision to other persons or circumstances shall both be unaffected thereby, and each term or provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

Applicable Law, Jurisdiction, Venue and Forum. This Agreement shall be construed and governed under and by the laws of the State of Florida. The parties hereby agree that exclusive venue for any legal action arising or related to this Agreement shall be in Orange County, Florida.

Assignment of Agreement. Subscriber may not assign, transfer or delegate this Agreement or the License and shall keep and protect its password as confidential.

Attorneys' Fees. If, in the sole discretion of Provider, any action to collect amounts due under this Agreement or to secure the return of the media containing the Software or Information becomes necessary, including referral to a collection agency (whether or not litigation arises therefrom), Provider shall be entitled to recover all reasonable collection costs, attorneys' fees, including those associated with any appellate proceedings or any post-judgment collection proceedings, expenses and suit costs from Subscriber.

NO RISK GUARANTEE. Subscriber may terminate this Agreement, at his sole option, on or within thirty (30) days after the earlier of installation or receipt of Software, by: (1) providing written notice to Provider of such termination; and (2) returning all copies of Software, Information, CD ROM disks and all other tangible distribution media to Provider within the foregoing period, via certified United States Mail, postage prepaid, return receipt requested, and destroying all copies of the Software and Information Subscriber holds. Termination hereunder shall not entitle Subscriber to a refund for any hardware or third party software licenses.

Personal Guarantee. In consideration for Provider entering this Agreement with Subscriber, the guarantor executing this Agreement on the first page hereof guarantees and agrees to perform the obligations of Subscriber, as, for and in the place of Subscriber, pursuant to the terms of this Agreement. Guarantor’s obligations hereunder are independent and separate from the obligations of Subscriber. Guarantor further agrees and acknowledges that the guarantee set forth herein shall be transferable or assignable in connection with an assignment of this Agreement.