INSTANT RESEARCH LICENSING AGREEMENT THIS IS A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE") AND LAWRESEARCH.COM. CAREFULLY READ ALL OF THIS AGREEMENT BEFORE USING THE SOFTWARE MADE AVAILABLE BY LAWRESEARCH.COM. BY USING THE SOFTWARE YOU ACCEPT AND AGREE TO BE BOUND BY ALL OF THE FOLLOWING TERMS AND CONDITIONS.

1. LIMITED LICENSE. LAWRESEARCH.COM grants LICENSEE a non-exclusive, nontransferable license to access and use the Software via LICENSEE's Internet connection and browser. Software shall mean, LAWRESEARCH.COM's "Just the Law Links," a database directory of URLs in HTML format accessible via the Internet. LICENSEE is responsible for providing all software, modems, telephone lines, personal computer and other equipment necessary to use and access the Software via the Internet. LICENSEE is also responsible for payment of all telephone and other charges incurred in connecting to the Internet.

2. NON-PERMITTED USES. The Software shall be used solely for lawful purposes, within the terms stated herein, and any other use, resale or exploitation of any type or nature whatsoever of the Software is hereby expressly prohibited. Access to the Software is restricted to LICENSEE. LICENSEE agrees not to rent, lease, license, sublicense, or assign the use of the Software. Other Uses Prohibited. LICENSEE may not reproduce, redistribute, retransmit, publish or otherwise transfer, or commercially exploit, any information contained in the Software or trademarks or other intellectual property associated with the Software. LICENSEE agrees not to reverse engineer, decompile, or disassemble the Software, nor to alter, modify, or adapt the Software in any way. LICENSEE shall not download the Software from LAWRESEARCH.COM, except as provided herein. BOOKMARKS. LICENSEE may download from LAWRESEARCH.COM not more than five (5) bookmarks solely for LICENSEE's own use, subject to the restrictions and terms of this Agreement.

3. FEES Unless otherwise provided by written agreement, Licensee shall pay LAWRESEARCH.COM a quarterly service fee of twenty-eight dollars ($28), beginning the effective date of this Agreement, due at the beginning of each quarter. The effective date of this Agreement is the date of first use of the Software. LICENSEE shall pay an additional fee of ________ ($__) per month or twelve dollars ($12) per quarter, to provide an assistant access to the Software under the same terms and conditions of this Agreement. Billing practices/delinquent payments. Unless otherwise provided by written agreement, the licensing fee for the first quarter shall be pro-rated, on a weekly basis, if necessary, to account for service commencing other than at the beginning of the quarter. LAWRESEARCH.COM shall provide quarterly statements of fees. All fees are due and payable within fifteen (15) days of receipt of the statement. A delinquency charge of 1.5% per month will be added to any balance remaining unpaid after thirty (30) days. You shall pay all attorney's fees and costs incurred by LAWRESEARCH.COM to collect past due license fees. Service fees are subject to change after October 1, 1997. LICENSOR shall give thirty days (30) written notice to the LICENSEE of any change in fees.

4. TERM/TERMINATION. This Agreement shall commence upon use of the Software and shall continue on a quarter to quarter basis until terminated in writing by either party. If this agreement is terminated in writing by either party, LAWRESEARCH.COM shall reimburse LICENSEE for any unused fees on a pro-rata basis. Use of Software after Termination. In the event that you use the Software for any lawful purpose whatsoever following termination of this Agreement, you shall pay LAWRESEARCH.COM the entire fee for the quarter in which LICENSEE used the Software, in accordance with the terms of this Agreement. Payment of the license and service fee shall not reinstate this Agreement.

5. SOFTWARE RELINQUISHMENT. In the event of termination, you shall immediately erase or render unusable and inaccessible any part of the Software residing on your computer.

6. OWNERSHIP All copyright, interest and licensing rights in Software are owned solely and exclusively by LAWRESEARCH.COM and/or its Licensors and development partners. You acknowledge that LAWRESEARCH.COM and its Licensors and development partners shall retain all copyright interests and proprietary rights in "Just the Law Links" developed and furnished, or previously developed and used, under this Agreement. You are prohibited from selling, giving or otherwise transferring ownership or possession of the Software in any form to any other person, entity, or company.

7. LIMITED WARRANTY. LAWRESEARCH.COM warrants that, during the term of this agreement, the Software will perform substantially in accordance with the description of the Software in the Software brochure. Customer Remedies. LAWRESEARCH.COM's entire liability and LICENSEE's exclusive remedy shall be, at LAWRESEARCH.COM's option, either (a) return of the license fee, on a pro-rata basis, for the period in which the Software does not meet LAWRESEARCH.COM's Limited Warranty, or (b) repair of the Software.

8. DISCLAIMER OF WARRANTIESEXCEPT AS PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PROVIDED BY APPLICABLE LAW, LAWRESEARCH.COM, ITS LICENSORS AND DEVELOPMENT PARTNERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE LICENSES HEREUNDER.LICENSEE ACKNOWLEDGES THAT THE SOLE PURPOSE OF THE SOFTWARE IS TO PROVIDE LINKS LEADING TO LEGAL RESOURCES AND INFORMATION ON THE INTERNET. LAWRESEARCH.COM DOES NOT WARRANT THE ACCURACY, TIMELINESS, OR RELIABILITY OF ANY INFORMATION, CONTENT, GOODS, OR SERVICES OBTAINED OR ACCESSED BY USE OF THE SOFTWARE. LICENSEE ACKNOWLEDGES THAT IT IS LICENSEE'S SOLE RESPONSIBILITY TO REVIEW RESEARCH RESULTS FOR ACCURACY, TIMELINESS, AND RELIABILITY.

9. DISCLAIMER OF LIABILITYIN NO EVENT SHALL LAWRESEARCH.COM, ITS LICENSORS OR DEVELOPMENT PARTNERS BE LIABLE TO LICENSEE OR THIRD PARTIES FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS DATA OR OTHER INFORMATION, BUSINESS INTERRUPTION, PROFESSIONAL LIABILITY AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE USE OF INFORMATION, CONTENT, GOODS OR SERVICES OBTAINED OR ACCESSED BY USE OF THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF SUCH DAMAGES ARE CAUSED WHOLLY OR IN PART BY THE SOFTWARE OR INTERNET SERVICE OR THE NEGLIGENCE, ERROR, OR OMISSION OF LAWRESEARCH.COM, ITS LICENSORS, DEVELOPMENT PARTNERS, AGENTS, OR EMPLOYEES.

10. INDEMNIFICATIONLICENSEE shall indemnify and hold harmless LAWRESEARCH.COM and its Licensors, development partners, agents, officers, directors, and employees harmless from and defend against any and all losses, costs, claims, judgments, damages, liabilities, demands or expenses including, without limitation, reasonable attorney's fees, which may arise out of or derive in any way, either directly or indirectly, from LICENSEE's use of the Software or information, content, goods or services obtained or accessed by use of the Software as set forth herein or from LICENSEE's breach of this Agreement.LICENSEE ACKNOWLEDGES THAT INFORMATION, CONTENT, GOODS OR SERVICES OBTAINED OR ACCESSED BY USE OF THE SOFTWARE MAY BE SUBJECT TO COPYRIGHT, TRADEMARK AND/OR OTHER RESTRICTIONS. LICENSEE SHALL BE SOLELY RESPONSIBLE FOR COMPLYING WITH APPLICABLE COPYRIGHT, TRADEMARK AND/OR OTHER RESTRICTIONS ON THE USE OF INFORMATION, CONTENT, GOODS OR SERVICES OBTAINED OR ACCESSED BY USE OF THE SOFTWARE. LICENSEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS LAWRESEARCH.COM FOR INFRINGEMENT OF ANY OF THE TRADEMARKS, COPYRIGHTS, PATENTS OR TRADE SECRETS RELATED TO INFORMATION, CONTENT, GOODS, OR SERVICES OBTAINED OR ACCESSED BY USE OF THE SOFTWARE.

11. DISPUTES AND CONTROLLING LAW. This Agreement shall be construed and interpreted according to the laws of the state of Washington. Any suit or other action brought by LICENSEE under this Agreement shall be filed in King County. In any suit or other action under this Agreement, the prevailing party shall be entitled to its reasonable attorney's fees.

12. MISCELLANEOUS Entire Agreement. This Agreement contains the complete agreement of the parties and supersedes all prior discussions, communications and agreements between the parties with respect to the subject matter; provided, however, that LICENSEE shall be subject to any additional terms and conditions which LICENSEE is notified of and which may apply when using third party content, software or services. LICENSOR may revise this Agreement at any time, and such revision shall be effective upon thirty (30) days' notice. If any such revision is unacceptable to LICENSEE, LICENSEE may terminate this Agreement. Assignment. LICENSEE shall not assign, mortgage, encumber or otherwise transfer this Agreement, in whole or in part, without the other parties prior written consent. Any attempt to do so shall be void and of no effect. Severability. In the event that any part of this Agreement is invalidated or held unenforceable by court order or other governmental action, the remainder of this Agreement shall remain in full force and effect. Waiver. No waiver of any breach of this Agreement shall constitute a waiver of any other breach of the same or other provisions of this Agreement. No waiver shall be effective unless made in writing. Order. The terms and conditions of the Order, if any exists, under which you have purchased the license to use the Software are attached herein as Exhibit A and incorporated by reference into this License Agreement.