MICROSOFT SOFTWARE RENTAL AGREEMENT

The following contains 4 Sections. Please check to see that you have received all Sections.

SECTIONS
RENTAL AGREEMENT
Attachment A - List of Microsoft Products for Rental
Attachment B – Rental Software Terms of Use
Attachment C – Ownership Affidavit

DIRECTIONS:

After reviewing all the information, please complete and sign the Rental Agreement in duplicate and complete and sign Attachment C (Ownership Affidavit). Please mail both originals of the Rental Agreement, including all Attachments, to:

Microsoft Ireland Operations Limited

Volume Licensing Program Operations

Atrium Building Block B

Carmenhall Road

Sandyford Industrial Estate

Dublin 18

Ireland

Attention: EOC Licensing Contracts Dept.

A fully executed original will be returned to you once it has been processed by Microsoft.

EMEA Microsoft Standard Rental Agreement v. 2003 Page 5

Rev. 11/02


MICROSOFT STANDARD RENTAL AGREEMENT FOR MICROSOFT PRODUCTS ON RENTAL COMPUTERS

This Agreement (“Agreement”) is entered into as of the day of ______, 2005 (“Effective Date”) between MICROSOFT IRELAND OPERATIONS LIMITED ("MICROSOFT") having its principal place of business at Atrium Building Block B, Carmenhall Road, Sandyford Industrial Estate, Dublin 18, Ireland and

______(“COMPANY”)

having its principal place of business at

______.

This Agreement is applicable only to COMPANY’s offices located in the Microsoft EMEA sales region as determined by Microsoft (“EMEA”).

1. Purpose

The purpose of this Agreement is to set forth the terms under which COMPANY may install and include certain Microsoft Products on computers that COMPANY rents or leases to the Rental Customers (as those terms are defined below). This Agreement does not grant any rights to rental/leasing of stand-alone software products or to rental/leasing of software products which are accessed from a Server (as that term is defined below).

2. Definitions

2.1 “Term” is the period described in Section 3.1.

2.2 “Ownership Affidavit” is an affidavit, attached hereto as Attachment C and incorporated herein, regarding COMPANY hardware and software that it intends to rent/lease to Rental Customers.

2.3 “Rental PC” is a personal computer fully owned or leased by COMPANY, which is rented/leased to a Rental Customer.

2.4 “Rental Customer” is a customer of COMPANY who rents/leases, and uses for its personal or business use, COMPANY’s Rental PCs.

2.5 “Microsoft Products” are the MICROSOFT products listed on Attachment A, attached hereto and incorporated herein by reference.

2.6 “Rental Terms of Use” are the terms binding upon end users of a Microsoft Product installed on a Rental PC, as set out in Appendix B.

2.7 “Server” is defined as a host device that provides resources, services and/or information to client computers/workstations.

2.8 “OEM” is an Original Equipment Manufacturer.

3. Term of Agreement

3.1 Term

This Agreement shall take effect on the Effective Date and shall continue until December 31, 2005.

3.2 Termination

COMPANY may terminate this Agreement at any time, with or without cause, upon thirty (30) days prior written notice. Neither party shall be responsible to the other for any costs or damages resulting from the termination of this Agreement unless such termination is due to COMPANY’s breach of the terms of this Agreement, as set forth below. Termination of this Agreement shall automatically terminate any amendments hereto. MICROSOFT may only terminate this Agreement upon five (5) days prior written notice to the COMPANY in the event of one or more of the following occurrences: (A) If the COMPANY breaches any of the terms or conditions hereof; or (B) If the COMPANY makes any assignment for the benefit of creditors, files a petition in bankruptcy, or is adjudged bankrupt or becomes insolvent or is placed in the hands of a receiver. Should termination pursuant to this section 3.2 occur, COMPANY agrees that MICROSOFT shall be entitled to damages, including without limitation, the estimated retail price for all Microsoft Products installed on COMPANY’s Rental PCs. MICROSOFT reserves the right to pursue any and all of its other legal and equitable remedies as well, including, without limitation, punitive damages, professional fees and remedies under international copyright law.

3.3 Events Upon Expiration or Termination

Upon expiration or earlier termination of this Agreement, the rights granted under Section 5 shall immediately terminate. COMPANY shall then immediately cease renting or leasing any computers on which Microsoft Products are installed. If, however, upon expiration the parties have entered into a new agreement that provides for rental/lease of some or all of the same Microsoft Products, COMPANY may continue to rent/lease those same Microsoft Products on the Rental PCs that are also covered under the new agreement.

4. COMPANY Obligations

4.1 Ownership Affidavit

Upon submitting this Agreement to MICROSOFT, COMPANY shall attach to this Agreement a completed Ownership Affidavit. MICROSOFT reserves the right to refuse Rental Agreements submitted without the Ownership Affidavit or with an incomplete Ownership Affidavit or one that appears to be fraudulent. If COMPANY acquires additional hardware or software during the term of this Agreement, COMPANY shall submit additional Ownership Affidavits to MICROSOFT within thirty (30) days of its acquisition.

4.2 Acquisition of Microsoft Product

All Microsoft Products that COMPANY loads onto Rental PCs that it then rents/leases pursuant to this Agreement must be genuine Microsoft Full Packaged Product (FPP) or Microsoft License Packs (MLP) of Microsoft Products listed on Attachment A, or any subsequent versions of those products, properly acquired through an authorized reseller. For each individual Rental PC being rented/leased, COMPANY shall acquire either a unique FPP or MLP license for each Microsoft Product installed on that individual Rental PC.

Should COMPANY acquire Rental PCs from an OEM which contain an OEM version of a Microsoft operating system (e.g., Microsoft Windows® XP), MICROSOFT grants COMPANY additional rental/lease rights as set out in section 5, provided that the COMPANY has an original Certificate of Authenticity for such OEM operating system. In such case, the use of the OEM operating system by the Rental Customer shall be governed by the applicable OEM End User License Agreement for that operating system, supplemented by the rights set out in this Agreement. Should COMPANY wish to rent/lease non-operating system Microsoft Products that have come pre-loaded on the Rental PC acquired from an OEM, COMPANY shall purchase genuine Full Packaged Products (FPP) or individual Microsoft License Packs (MLP) of such Microsoft Products through an authorized reseller before renting/leasing those Microsoft Products with the Rental PC.

For example: COMPANY acquired from an OEM one (1) PC with Microsoft® Windows® XP and Microsoft® Office® XP pre-installed. MICROSOFT has no objection if COMPANY rents/leases that PC with Windows XP and Office XP, provided that COMPANY must have Certificates of Authenticity for both Windows XP and Office XP AND COMPANY must purchase an FPP or MLP license for Office XP before renting/leasing that PC.

COMPANY shall not install Microsoft Select software, Microsoft Open License software, Not For Resale software, or Reseller Internal Use software on COMPANY’s Rental PCs nor shall COMPANY acquire any Select or Open Software Assurance for the Microsoft Products installed on Rental PCs.

4.3 Installation of Microsoft Products

COMPANY shall provide the Microsoft Products only on the hard disk drives of the Rental PCs. COMPANY may install Microsoft Products onto Rental PCs from a Master Disk, so long as COMPANY owns and keeps proof of all individual licenses for each Rental PC being rented/leased to Rental Customers.

4.4 Distribution

COMPANY shall not rent/lease Rental PCs with Microsoft CD-ROM Products included separately. COMPANY shall market and distribute Microsoft Products to Rental Customers only as installed on the Rental PCs as outlined in this Agreement and not as "standalone" products. Microsoft Products acquired for purposes of this Agreement may only be loaded onto Rental PCs owned by COMPANY which are used by Rental Customers at locations within the geographic boundaries of EMEA. COMPANY shall not distribute any Rental PCs to any Rental Customers who have indicated they intend to export or use the Rental PC outside EMEA.

4.5 COMPANY books and records.

COMPANY shall keep all proper and usual records pertaining to Microsoft Products acquired under this Agreement, including, but not limited to, applicable proof of ownership such as OEM Certificates of Authenticity (including Certificate of Authenticity Labels), EULAs, MLP Licenses, Sales Invoices, and Serial Numbers for each hardware device on which a Microsoft product is installed for rental or lease purposes.

4.6 Product Support Services.

COMPANY shall be responsible for clearly communicating to Rental Customers that the Rental Customer is not eligible for Microsoft Product Support. Should COMPANY provide to Rental Customers primary product support for the Microsoft Products installed on the Rental PCs, COMPANY shall include clear and conspicuous product support information, including a regular or toll-free COMPANY hardware and software support number, for Rental Customers as part of the documentation included with each Rental PC on which Microsoft Products are installed pursuant to this Agreement.

4.7 Rental Customer License

For each Rental PC on which Microsoft Products have been installed that is being rented/leased, COMPANY must provide the Rental Terms of Use attached hereto as Attachment B (or a local language equivalent of these terms); and COMPANY must obtain the Rental Customer’s agreement to the terms of the Rental Terms of Use prior to any use of the Microsoft Products by such Rental Customer. COMPANY may satisfy this requirement by using either (or both) of the following actions:

(1) Printed Rental Terms of Use. COMPANY may comply with the requirements of this Section4.7 by including a copy of the Rental Terms of Use in the Rental Customer’s rental form, which form must be signed by the Rental Customer. Your Customer rental form must contain the following acknowledgment (or a local language equivalent of these terms) above the signature line:

The undersigned RENTAL CUSTOMER hereby acknowledges that its use of the Microsoft Products accompanying the computer equipment rented/leased is governed by the applicable Terms of Use of Software for Rental PC’s, attached hereto.

(2) Electronic Rental Terms of Use. Where COMPANY rents Rental PC’s to individual end users, it may install a software routine on each Rental PC that, upon the initial opening screen after the Rental Customer turns on or otherwise begins use of the Rental PC, will display the entire text of the Rental Terms of Use to which the Rental Customer must agree before it will be able to use the Microsoft products installed on the Rental PC. The routine will operate such that, if the Rental Customer agrees to be bound by the Terms of Use, they will press “Y” for Yes or the Enter key at the “Yes” or “I Agree” prompt (or a local language equivalent) at the end of the Terms of Use and the Rental PC will operate. In the event the Rental Customer enters any other response at the end of the software routine’s text or does not respond, the routine will not permit the Rental Customer to use the Microsoft Products on the Rental PC.

4.8 Reverse Engineering/Decompiling

COMPANY shall not reverse engineer, decompile or disassemble the Microsoft Products.

4.9 Use of Trademarks

The appropriate trademark symbol (either "™" or "®" in a superscript following the product name) shall be used whenever a Microsoft Product name is first mentioned in any advertisement, brochure, or other material circulated or displayed by COMPANY. During the term hereof, COMPANY may, in a retail setting, display COMPANY’s status as a “Microsoft Authorized PC Rental Company,” provided that COMPANY’s name is more prominently displayed than such phrase, and provided further, that MICROSOFT reserves the right to terminate at any time COMPANY’s use of such phrase. The right to use such phrase does not include the right to use the Microsoft logo as part of the phrase. COMPANY does not have permission to use the Windows Logo without a license from MICROSOFT. Windows Logo license information can be obtained from http://www.microsoft.com/trademarks or by contacting Microsoft.

5. Grant of rental/lease rights

Notwithstanding anything to the contrary in the applicable Microsoft Product End User License Agreement, MICROSOFT hereby grants to COMPANY the right to rent/lease Microsoft Products to its customers who simultaneously rent/lease from COMPANY Rental PCs on which the Microsoft Products have been installed, subject to all other terms and conditions contained in this Agreement. In addition, if COMPANY acquires Rental PCs from an OEM on which an OEM version of a Microsoft operating system (e.g., Microsoft Windows® XP) is installed, MICROSOFT grants COMPANY the additional right to rent/lease the Microsoft operating system product to customers who simultaneously rent/lease a COMPANY Rental PC on which such operating system is installed.

6. Audits/Inspections

In order to verify statements issued by COMPANY and COMPANY’s compliance with the terms of this Agreement, during the Term and for two (2) years thereafter, MICROSOFT may cause (i) an audit to be made of COMPANY’s books and records, and/or (ii) an inspection to be made of COMPANY’s facilities and procedures. COMPANY shall maintain all relevant records on COMPANY’s premises. Any audit and/or inspection shall be conducted during regular business hours at COMPANY’s facilities, with five (5) business days prior notice. Any audit shall be conducted by an independent accountant from an internationally recognized firm of chartered accountants selected by MICROSOFT. COMPANY agrees to provide MICROSOFT’s designated audit or inspection team access to the relevant records and facilities. Notwithstanding anything contrary in Section 3.2, if an audit and/or inspection discloses COMPANY’s breach of this Agreement, COMPANY shall be required to promptly acquire sufficient Microsoft Products, as required by section 4.2, to cover all unlicensed use disclosed by such audit; and COMPANY shall pay to MICROSOFT an amount equal to: (i) the reasonable expenses incurred in conducting such audit and/or inspection; plus (ii) an additional fee of fifteen percent (15%) of the then current estimated retail price for the Microsoft Product required to cover all unlicensed use. Such amounts shall be paid promptly upon receipt of an invoice from MICROSOFT. MICROSOFT reserves its right to terminate COMPANY, pursuant to Section 3.2.

7. Limitation of Liability

There may be situations where COMPANY has the right to claim damages from MICROSOFT. Whatever the basis for COMPANY’s claim (such as breach of contract or tort), MICROSOFT’s liability will be limited to direct damages up to the amount COMPANY has paid for the Microsoft Products acquired under this Agreement giving rise to the claim.