THANK YOU FOR SELECTING LACERTE SOFTWARE. PLEASE REVIEW THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE LICENSED PROGRAMS (DEFINED BELOW). IF LICENSEE (DESCRIBED BELOW) PURCHASED A BRANCH OFFICE LICENSE OR SHARED OFFICE USE LICENSE, THIS AGREEMENT ALSO GOVERNS SUCH USE. LICENSEE'S INSTALLATION, OPERATION AND USE OF THE LICENSED PROGRAMS INDICATE LICENSEE'S ACCEPTANCE OF THIS LICENSE AGREEMENT BETWEEN LICENSEE AND LACERTE SOFTWARE CORPORATION. IF LICENSEE CLICKS THE DO NOT ACCEPT BUTTON, THE LICENSED PROGRAM(S) WILL NOT BE INSTALLED. IF LICENSEE DOES NOT ACCEPT THIS LICENSE AGREEMENT, CONTACT LACERTE CUSTOMER SERVICE AT 800 933-9999 WITHIN FIVE (5) DAYS OF THE DATE LICENSEE ACQUIRED THE LICENSED PROGRAMS TO REQUEST A RETURNED MATERIALS AUTHORIZATION.

(i) "Branch Office" shall mean the Branch Office customer information location provided by the Host User to Lacerte as evidenced in Lacerte's records, and whose ownership is identical to the Host Office. A separate Agreement must be signed for each Branch Office.

(ii) "Host Office" shall mean the address provided by the Host User to Lacerte as evidence in Lacerte's records.

(iii) "Host User" shall mean the entity identified by the Host to Lacerte as the host office as evidenced in Lacerte's records.

(iv) "Lacerte" shall mean Lacerte Software Corporation.

(v) "Licensee" shall mean, collectively, (a) the person or entity that acquires the Licensed Program(s) pursuant to this Agreement; (b) the Host User; (c) the Shared Office user; and/or (d) the Branch Office user.

(vi) "Licensed Programs" shall mean (a) the software programs with which this License Agreement is included and any other applicable programs that subsequently may be licensed from Lacerte by Licensee, except as excluded pursuant to Section 9.2 hereof; (b) any of Lacerte's software programs used by Licensee on a pay-per-return basis utilizing Remote Entry Processing and/or Electronic Filing as provided in Section 10 hereof; (c) related materials such as reference manuals and operating instructions provided for use in connection with the software programs; (d) any Updates (defined below) or program portion relating to the same tax year or Service Year (defined below) as the case may be; (e) any third party software programs and (e) related product support. The Licensed Programs include programs designed primarily for the preparation of tax returns for submittal to federal or state governmental entities (collectively, "Tax Programs"); programs designed primarily for projecting future tax liability (collectively, "Tax Planner" programs); programs primarily designed for tax guidance (collectively, "Research Library" programs); programs primarily designed for electronic tax forms and related schedules (collectively "Forms Library" programs); programs designed primarily for training (collectively "Tax Law Update") and programs designed for electronic document storage (collectively, "Document Management System" programs).

(vii) "Remote Entry Processing" shall mean the use of any Licensed Program on a pay-per-return basis as provided in Section 10 hereof.

(viii) "Shared Office User" shall mean the entity identified by the Shared Office User customer as evidenced in Lacerte's records and who occupies the exact same office space as the Host User. A separate Agreement must be signed for each Shared Office User.

(ix) "Update" shall mean a minor revision to the Licensed Programs that provides slight functional improvements, help content, bug fixes or maintenance releases.

Lacerte hereby grants Licensee and its employees a personal, nonexclusive, nontransferable right and license to use, and to copy for back-up purposes only, each Licensed Program at the single location (except as provided in Section 2.1 hereof) designated in Lacerte's records. A Licensed Program may only be ordered for a Branch Office or a Shared Office User if such Licensed Program has been ordered for use at the host office location and only for up to four (4) Branch Office locations or four (4) Shared Office Users. All proprietary rights in the Licensed Programs and legal title thereto shall remain in Lacerte or its licensors. Licensee shall not use any of Lacerte's programs except those covered by this Agreement. Licensed Programs may not be used in a local area network without licensing the network version of the Licensed Programs. Licensed Programs may be used in certain wide area network ("WAN") environments provided that certain conditions are met including, without limitation, Licensee's proper licensing of each location accessing the Licensed Software via the WAN (i.e., as a Branch or Shared Office location) and Licensee's payment of the license fees in connection with this use of the Licensed Programs, including licensing of the network version of the Licensed Programs. A WAN addendum to this Agreement is also required (available at no additional cost) to operate the Licensed Programs in a WAN environment. Contact Lacerte Sales at 800-765-7777 to license the Licensed Programs in a WAN environment.

2.1 The Licensed Programs may be loaded and used on the personal computers at the home residences of the Licensee and its employees, provided that (i) Licensee and its employees use the Licensed Programs for the sole benefit of Licensee, and further provided that all Tax Programs shall be used only for the purpose of preparing returns that will be signed by Licensee as the paid preparer (except to the extent the Licensed Programs contain functionality permitting the preparation of "self-prepared" returns); and (ii) neither Licensee nor any of its employees meets clients at Licensee's or its employees' homes, or otherwise use their homes in a manner customary for a commercial business office. If Licensee or any of its employees meet clients at their home or otherwise conduct business from their homes, or if any such person uses the Licensed Programs for the preparation of tax returns other than for signature by Licensee as the paid preparer, such person must obtain a separate license from Lacerte. Licensee and its employees may load and use the Licensed Programs on laptop computers outside of the licensed location, provided the use on laptop computers at any single non-licensed location does not exceed a total of fifteen days in any calendar year, and further provided that any Tax Programs shall be used solely for preparing tax returns that will be signed by Licensee as the paid preparer (except to the extent the Licensed Programs contain functionality permitting the preparation of "self-prepared" returns).

2.2 Licensee shall not place, install, or use any portion of the Licensed Programs on a wide area network (except as expressly authorized by Lacerte in writing in accordance with Section 2 hereof) or on any network or on any electronic media including, but not limited to, World Wide Web sites, GOPHER sites, any other server that is Internet-enabled, electronic bulletin boards or forums, timesharing services, or on any operating system other than a Windows^® or Vista operating system. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Licensed Programs, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of Lacerte or its licensors on or within the Licensed Programs or any copies of the Licensed Programs.

2.3 The Licensed Programs relate to a single tax year or Service Year as the case may be. Programs relating to subsequent tax years or Service Year shall require a separate license agreement and payment of the then current license fee. Lacerte shall have the right at any time, at its sole and absolute discretion, to modify or delete features and to change the operating interface in any or all of the Licensed Programs, or to change the hardware and computer system specifications necessary to operate the Licensed Programs.

Lacerte provides technical support for the following Licensed Programs: (i) Document Management System; (ii) Tax Analyzer; (iii) Tax Planner; (iv) E-Organizer; and (v) Trial Balance (collectively the "Supported Programs"). Subject to Licensee's timely payment of annual support fees, Lacerte will provide the following maintenance and technical support for the Supported Programs: (a) Updates support; and (b) technical support via telephone, email and chat.

3.1 Technical Support via Telephone/Email/Chat Support. Provided the applicable annual support fees have been paid, Lacerte will provide toll free telephone, email, and chat consultation and advice to Licensee regarding the technical support of the Supported Programs. Technical support will be provided only for use of the Supported Programs on the hardware and operating systems specified in the documentation for the Supported Programs. Lacerte reserves the right to change the terms, conditions, features and pricing of its technical support plan from time to time.

3.2 Updates. Provided the applicable annual support fees have been paid, Lacerte agrees to deliver to Licensee Updates when Lacerte makes such updates generally available to its other licensees. Updates shall be offered at Lacerte's sole discretion and in any alternative media including compact disc (CD), in-product Internet update, or Internet download. Lacerte shall have the right, at its sole discretion, to withhold the shipment of Updates if Licensee is delinquent in the payment of any charges owed to Lacerte including, without limitation, charges for Remote Entry Processing or Electronic Filing fees. Updates do not include new derivations of the Supported Programs that Lacerte designates as new software products for which Lacerte charges a separate license fee or, at Lacerte's election, major releases that include significant feature enhancements for which Intuit charges an incremental upgrade fee.

3.3 Current Release. Licensees who remain current in the annual support fees will receive technical support for the current version of the Supported Programs and for a period of two years from the date the Supported Programs are first released to the general client base of Lacerte.

3.4 Annual Support Fees. Technical support relates to a single year commencing on July 1 and terminating twelve (12) full calendar months thereafter or June 30 (each a "Service Year"). Technical support relating to subsequent Service Years shall require payment of the then current applicable annual support fees. Lacerte shall have the right, at its sole discretion, to withhold providing technical support if Licensee is delinquent in the payment of any applicable annual support fees. Prior to the end of the current Service Year, Lacerte shall send an invoice to Licensee. Timely payment of such invoice shall renew the Service Year as of its anniversary date. Licensee's failure to timely pay such invoice shall terminate Lacerte's obligation to provide technical support for any applicable prior or subsequent Service Year.

3.5 Reinstatement. To reinstate technical support that previously expired or terminated, Licensee must first pay all amounts for any new Supported Programs for the applicable Service Year.

LICENSEE REPRESENTS TO LACERTE THAT THE FIRM NAME AND ADDRESS THAT LICENSEE PROVIDED TO LACERTE AS EVIDENCED IN LACERTE'S RECORDS IS THE PRIMARY BUSINESS FIRM NAME AND ADDRESS USED BY LICENSEE IN THE NORMAL COURSE OF BUSINESS AND IF THE FIRM NAME AND ADDRESS IS A SHARED OFFICE OR BRANCH OFFICE, THAT LICENSEE QUALIFIES FOR THE SHARED OFFICE OR BRANCH OFFICE DISCOUNT. If this is a new License Agreement for the current tax year or Service Year as the case may be, or if the primary business address for the Host User and Shared Office User is different from the address used on Licensee's 2006 tax year Agreement, Licensee must remit adequate documentation evidencing the qualifying status of the Host User and each Shared Office User, e.g. copies of the Host User's and Shared Office User's CPA state licenses; Enrolled Agent cards or any other state licensing authorization that indicates the business address of the Host User and Shared Office User. If the firm name of the Branch Office does not match exactly with the firm name of the host office and this is a new Agreement for the current tax year or Service Year as the case may be,, or the firm name of the Host User or Branch Office is different from the firm name used on the 2006 tax year Agreement, Licensee must remit adequate documentation evidencing the qualifying status of the host office and each Branch Office location,e.g. articles of incorporation, bonafide partnership agreement, or purchase agreement. (Lacerte may also require adequate documentation if the name of the host office and Branch Office is the same, but Lacerte deems such name to be of a generic nature.) Licensee acknowledges that this firm name and address will appear in the "Paid Preparer" designation on tax returns processed using the Tax Programs. ANY ALTERATION, DELETION, MODIFICATION, OR CHANGE OF ANY KIND TO THE INFORMATION WHICH APPEARS IN THE "PAID PREPARER" DESIGNATION IS STRICTLY PROHIBITED AND CONSTITUTES A VIOLATION OF LACERTE'S REGISTERED COPYRIGHTS (except to the extent the Licensed Programs contain functionality permitting the preparation of "self-prepared" returns). Licensee shall not provide or otherwise make available any Licensed Programs in any form to any person other than Licensee and its employees. Unauthorized use of the Licensed Programs can result in civil damages and criminal penalties.

4.1 Licensed Programs are licensed not sold, and Lacerte reserves all rights not expressly granted to Licensee in this Agreement. The Licensed Programs are protected by copyright, trade secret and other intellectual property laws. Lacerte and its licensors own the title, copyright, and other worldwide intellectual property rights in the Licensed Programs and all copies of the Licensed Programs. This Agreement does not grant you any rights to trademarks or service marks of Lacerte.

5.1 Limited Warranty. For a period of ninety days after the Licensed Programs ship date, Lacerte warrants that the media on which the Licensed Programs is distributed will be free from defects in materials and workmanship under normal operating conditions. If the media is defective, Lacerte will replace the defective media at no charge. Replacement Licensed Programs will be mailed to you.

5.2 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 4.1 ABOVE, THE LICENSED PROGRAMS AND ANY SERVICES AND ANY CONTENT ACCESSIBLE THROUGH THE LICENSED PROGRAMS ARE PROVIDED "AS IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LACERTE, ITS AFFILIATES, LICENSORS, THIRD PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY "SUPPLIERS") DISCLAIMS ALL GUARANTEES AND WARRANTIES WHETHER EXPRESS OR IMPLIED OR STATUTORY REGARDING THE LICENSED PROGRAMS, PHYISCAL MEDIA AND RELATED MATERIALS AND SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NONINFRINGEMENT. LACERTE DOES NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR OTHER PROGRAM LIMITATIONS. FURTHER, LACERTE DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE LICENSED PROGRAMS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAMS IS WITH LICENSEE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SOFTWARE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

All warranties or guarantees given or made by Lacerte with respect to the Licensed Programs (1) are for the benefit of the original Licensee of the Licensed Programs only and are not transferable, and (2) shall be null and void if a Licensee breaches any terms or conditions of this Agreement.

THE ENTIRE CUMULATIVE LIABILITY OF LACERTE AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE LICENSED PROGRAMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LACERTE AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, TELECOMMUNICATION FAILURES, CORRUPTION OR THEFT OF DATA, DAMAGES RELATING TO ERRORS IN PERFORMING ANY SERVICES OR DATA ENTRY, CALCULATION ERRORS, LOSS OF INVESTMENT, USE OF THE LICENSED PROGRAMS WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET LACERTE'S SYSTEMS REQUIREMENTS, TAX POSITIONS TAKEN BY YOU AND THE LIKE WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE EVEN IF LACERTE HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO LICENSEE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO LICENSEE.

IN NO EVENT MAY YOU BRING ANY CLAIM OR CAUSE OF ACTION AGAINST LACERTE MORE THAN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES. THIS AGREEMENT IS SOLELY FOR THE BENEFIT OF LACERTE AND LICENSEE, AND NOT FOR THIRD PARTIES. IN NO EVENT DOES LACERTE ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN LICENSEE ARISING OUT OF YOUR USE OR INABILITY TO USE THE LICENSED PROGRAMS, AND YOU AGREE TO INDEMNIFY LACERTE AGAINST ANY CLAIMS BROUGHT BY SUCH PARTIES.
LICENSEE AGREES TO TAKE FULL RESPONSIBILITY FOR ANY AND ALL LIABILITY ARISING FROM THE PREPARATION OF TAX RETURNS PROCESSED USING THE LICENSED PROGRAMS PROVIDED UNDER THIS AGREEMENT AND FOR LICENSEE'S FAILURE TO UPDATE THE SOFTWARE, AND LICENSEE AGREES TO INDEMNIFY LACERTE AND HOLD IT HARMLESS AGAINST ANY AND ALL LIABILITY TO THE UNITED STATES GOVERNMENT OR OTHER PARTIES ARISING OUT OF THE USE OF THE LICENSED PROGRAMS, INCLUDING DAMAGES, RECOVERIES, DEFICIENCIES, INTEREST, PENALTIES AND REASONABLE ATTORNEY'S FEES.

Lacerte is not an insurer with regard to performance of the Licensed Programs. The terms of this Agreement, including but not limited to, the license fee, the limited warranties and the limitation of liability and remedy are a reflection of the risks assumed by the parties in order to obtain the Licensed Programs at the specified license fee. Licensee agrees to assume the risk for: (i) all liabilities disclaimed by Lacerte contained herein; and (ii) all alleged damages in excess of the amount of the limited remedy provided hereunder. The essential purpose of the limited remedy provided Licensee hereunder is to allocate the risks as provided above.

Licensee understands and agrees that all decisions regarding the tax treatment of items reflected on tax returns prepared by Licensee using the Licensed Programs are made solely by the Licensee and that use of the Licensed Programs does not relieve Licensee of responsibility, including those to any third party, for the preparation, content, accuracy, and review of such returns. Licensee acknowledges that Licensee does not rely upon Lacerte for advice regarding the appropriate tax treatment of items reflected on returns processed using the Licensed Programs. Licensee agrees to review any computations made by the Licensed Programs and satisfy himself or herself that those computations are correct.

7.1 Licensee accepts full responsibility for: (i) selection of adequate and appropriate Licensed Programs to satisfy Licensee's business needs and achieve Licensee's intended results; (ii) use of the Licensed Programs; (iii) all results obtained from the Licensed Programs, and (iv) selection, use of, and results obtained from any other programs, computer equipment or services used with the Licensed Programs.

7.2 Licensee agrees that Lacerte is not and shall not be responsible for retaining records of Licensee's clients' tax information, tax returns or other client data, and Licensee hereby releases Lacerte from, and agrees to indemnify Lacerte for any liability or damages arising out of, or relating to, the loss of any such data. Lacerte may retain certain client data for its own administrative purposes. If Licensee transmits tax information or client data to Lacerte, Licensee represents and warrants to Lacerte that Licensee has or will obtain authorization from its clients to submit such tax information and client data to Lacerte, and to any party performing services on behalf of Lacerte in connection with the preparation, processing, filing, or transmission of such tax information and client data.

7.3 You are solely responsible and liable for the security of the Licensed Programs and controlling any access or use thereof including, but not limited to, the designation of systems administrators, account passwords and the designation of any bank account information where proceeds from bank products are deposited.

Your rights under this Agreement may be terminated by Lacerte immediately and without notice if you fail to comply with any term or condition of this Agreement and Lacerte is entitled to enforce its rights hereunder by an action for damages or by specific performance, injunctive or other equitable relief. All licenses granted pursuant to this Agreement will immediately terminate and Licensee shall immediately uninstall the Licensed Programs from your computer(s) and/or LAN, return the Licensed Programs to Lacerte and destroy all backup copies. Any termination of this Agreement shall not affect Lacerte's rights hereunder.

Lacerte shall have the right to change or add to the terms of its Agreement at any time (provided that it is not Lacerte's intent that such change substantially affect the license rights granted to you in Section 2 and for which consideration was paid by you), and to change, delete, discontinue, or impose conditions on any feature or aspect of the Licensed Programs and services (including internet based services, pricing, technical support options, and other product-related policies) upon notice by any means Lacerte determines in its discretion to be reasonable, including sending you an email notification or posting information concerning any such change, addition, deletion, discontinuance or conditions in the Licensed Programs or on any Lacerte or Intuit Inc. ("Intuit") sponsored web site, including www.lacertesoftware.com/terms.

Except as expressly set forth in this Agreement, this Agreement and any additional licensing terms that may be contained in any release letter delivered with the Licensed Programs constitute the entire and exclusive agreement, and contain all understandings and representations, express or implied, between Licensee and Lacerte with respect to the Licensed Programs and the services to be furnished hereunder. This Agreement supersedes all prior communications between the parties (including all oral and written proposals). Oral statements made by Lacerte's sales representatives about the Licensed Programs do not constitute warranties, shall not be relied on by Licensee, and are not part of this License Agreement.

9.1 Neither the license granted hereunder nor any of the Licensed Programs may be sub-licensed, assigned, sold, hypothecated, or transferred by Licensee without the prior written consent of Lacerte. Any attempt by the Licensee to sub-license, assign, sell, hypothecate, or transfer any of the rights, duties or obligations under this Agreement shall be void. In no event shall the continued use by Licensee of the Licensed Programs after any such breach be deemed as a waiver by Lacerte of such breach or of the termination of this License Agreement. Neither party hereto shall be held liable for the failure to perform any obligation, or for the delay in performing any obligation, arising out of or connected with this Agreement if such failure or delay results from or is contributed to by any cause beyond the reasonable control of such party including, but not limited to, failures or delays caused by the act or omission of any governmental authority, fire, flood, or other event beyond such party's reasonable control.

9.2 Notwithstanding anything to the contrary contained herein, in the event Licensee obtains software from Intuit, Lacerte or any Intuit company that is accompanied by a software license agreement that is not this Agreement ("Separate Software"), then Licensee's use of such Separate Software shall be governed by that software license agreement and not this Agreement. Separate Software includes, but is not limited to the Intuit EasyACCT Professional Series software, Intuit EasyACCT Business System software, Intuit EasyACCT Informational Return System software, QuickBooks Client Manager software and the ItsDeductible software.

9.3 This Agreement shall be understood and interpreted according to the laws of the State of Texas and shall be treated as though it were executed in the County of Collin, Texas, and were to have been performed in the County of Collin, Texas. Any action relating to this Agreement shall be instituted and prosecuted in courts in either Dallas or Collin County, Texas, as may be selected by Lacerte. Licensee specifically consents to extra-territorial service of process.

9.4 All notices, demands, consents, or requests which may be or are required to be given by any party to another party shall be in writing. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the parties hereto, except for any additional licensing terms that may be contained in any release letter delivered with the Licensed Programs. The parties hereto, and each of them, acknowledge that they have had the opportunity to be represented by independent counsel of their choice prior to execution of this Agreement. In the event any of the provisions, or portions thereof, of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity of enforceability of the remaining provisions of this Agreement shall not be affected thereby.

9.5 Delivery of Licensed Programs to Licensee may take place at a future date, when the products become available to the general client base of Lacerte. Any Licensed Programs that are delivered by electronic transmission shall be deemed delivered on the date Lacerte makes any such program available for downloading. Licensee acknowledges and agrees that Lacerte may, in its sole discretion, issue the Licensed Programs in any alternative media, including 3½ inch diskettes, CD, or Internet download.

9.5 Lacerte may offer, at its sole discretion, product support for the Licensed Programs excluding the Supported Programs, for which technical support is provided pursuant to Section 3 above. Product support for the most current version of such Licensed Programs are subject to discontinuation and will only be available to Licensee for a one year period from the date such Licensed Programs are first released to the general client base of Lacerte. Product support will be provided only for use of such Licensed Programs on the hardware and operating systems specified in the documentation for such Licensed Programs.

9.6 Lacerte may, if practical and appropriate, Update the Licensed Programs, (other than the Supported Programs which are updated pursuant to Section 3 above), from time to time and offer such updated Licensed Programs to Licensee. However, updating shall be at Lacerte's sole discretion and Lacerte shall have no obligation, express or implied, to update such Licensed Programs. Lacerte shall have the right, at its sole discretion, to withhold the shipment of updates if Licensee is delinquent in the payment of any charges owed to Lacerte including, without limitation, charges for Remote Entry Processing or Electronic Filing fees. Licensee acknowledges and agrees that Lacerte may, in its sole discretion, issue updates in any alternative media, including 3½ inch diskettes, compact disc (CD), in-product Internet update, or Internet download.

Remote Entry Processing ("REP") permits Licensee to use, on a pay-per-return basis, any of Lacerte's tax preparation programs not licensed by Licensee for unlimited in-house use through the earlier to occur of December, 2007, or the date of the release to Lacerte's general client base of the 2007 tax program. Electronic Filing ("EF") permits Licensee to electronically transmit completed 2006 tax returns and federal extensions to the Internal Revenue Service ("IRS") and to certain state taxing authorities, subject to the availability and capabilities of the Lacerte 2006 EF software. Lacerte shall have the right at any time, at its sole and absolute discretion, to condition Licensee's use of REP and EF service upon Licensee's authorization to have future REP and EF charges automatically debited to Licensee's bank or credit card account. Lacerte reserves the right at any time, at its sole and absolute discretion, to suspend and/or terminate REP and EF service to Licensee if Licensee is delinquent in the payment of any charges owed to Lacerte, including, without limitation, checks returned to Lacerte for insufficient funds.

10.1 REP Fees. Licensee agrees to pay an REP transaction fee each time Licensee requests to process a tax return. The REP transaction fees are located in the Licensed Programs. Sales tax will be charged on all REP processing transactions in states where applicable. For REP transactions initiated prior to the 2006 Program Release Date, the fees for REP transactions will be assessed in accordance with the Lacerte 2005 Software License Agreement. The 2006 Program Release Date shall mean the earlier to occur of December 31, 2006 or the date of the release to Lacerte's general client base of the 2006 tax program.

10.2 EF Transmission Fees. Licensee agrees to pay an EF transmission fee each time Licensee transmits a tax return to Lacerte, including the separate electronic filing of individual and/or any applicable business extensions. The EF transmission fees are located in the Licensed Programs. No additional transmission fee will be charged for re-transmitting a return previously rejected by the IRS or a state taxing authority. Sales tax will be charged on all EF processing transactions in states where applicable. If Licensee has licensed the Unlimited 1040 or unlimited business e-file option on this License Agreement, no additional EF transmission fees for 2006 Individual (1040) federal and state tax returns will be assessed through December 31, 2007. (For EF transmissions initiated prior to the 2006 Program Release Date, the fees for EF transmissions will be assessed in accordance with the Lacerte 2005 Software License Agreement.)

10.3 REP and EF billing statements will be delivered to Licensee monthly. All statements are due immediately upon receipt. If payment is not received within twenty-five (25) days after the statement date, Lacerte shall have the right to notify Licensee of such delinquency via electronic message, and to disconnect Licensee from REP and EF service. In the event of any such disconnection, Licensee shall be liable for a reactivation charge of up to $50.00 to re-establish REP and EF service. In the event payment is not received within forty-five (45) days after the statement date, Lacerte shall also have the right to charge interest on the amount owed, calculated from the statement date to the date of payment, at the lesser of 7% per annum, compounded monthly, or the highest interest rate permitted.