A. PKS develops and distributes information databases on the internet for use by end users;

B. User desires to purchase from PKS the right to access the digital data products described as Ingens&trade under the terms and conditions offered by PKS.
Now therefore the parties agree as follows:

1. Terms and Conditions. This Agreement provides the terms and conditions for the Ingens™ product which is used by User and encompassed by this Agreement.

2. License. Upon payment of the initial set-up fee (one time fee: $150.00 for invoiced accounts or $50.00 for prepaid accounts) and so long as User pays all subsequent access fees when due and otherwise complies with its obligations under this Agreement, User shall have the nontransferable, nonexclusive limited license and right during the term of this Agreement to use solely for its internal business purposes at its licensed site, as set forth in this Agreement, by the number of users and computers set forth in Exhibit A. If Users account becomes past due or the pre-purchased connect time is used in full, the account will be made inactive until the account is paid current or more connect time is purchased. Invoiced Users who are more than 45 days past due may be charged another connect fee as set forth in Exhibit A upon reactivation of their account.

3. Title. Title to Ingens™ and all related products remains in PKS and is not transferred in any way to User.

4. Acknowledgment and Protection of PKS' Proprietary Rights. User acknowledges and confirms that the Product materials are the proprietary property of PKS, and specifically acknowledges and confirms PKS' copyright to the Product applications software and the selection, arrangement, presentation, and other creative features of the Products, and PKS' trade secret rights in the data and information contributed by PKS. USER SHALL NOT RESELL, SUBLICENSE, ASSIGN, PLEDGE OR TRANSFER TO ANY THIRD PARTY ANY OF THE INFORMATION IT OBTAINS THROUGH THE PRODUCTS IN THE FORM OR FORMAT PRESENTED IN THE PRODUCTS WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF PKS. USER SHALL NOT LOAN, LEASE, DISTRIBTUE, TRANSFER, TO THIRD PARTIES, OR REVERSE ENGINEER, DISASSEMBLE, DECOMPILE OR OTHERWISE ATTEMPT TO DISCERN THE SOURCE CODE, COPY, OR MAKE DERIVATIVE WORKS, OF THE PRODUCTS OR ANY INFORMATION CONTAINED IN THE PRODUCTS. USER HAS NO RIGHT TO ANY OF PKS'S TRADEMARKS AND SERVICEMARKS FOR ANY PURPOSE. User shall protect all of PKS' tangible and intangible rights in the Product Materials, including without limitation securing written agreements from those employees, consultants, and others who have access to the Product Materials to comply with all of the terms of this Agreement as if parties to this Agreement.

5. Access to the Products. User shall be responsible for acquiring the appropriate hardware, software and skills to use the Products, which it does at its own cost and risk.

6. Compliance with Laws. User shall use the Products in compliance with all relevant laws and regulations.

7. Ordering. All Products will be purchased pursuant to an invoice. No terms of any User purchase order or other document will become part of this Agreement unless PKS agrees in writing.

8. Payment. Payments are due on or before the dates set forth in Exhibit A unless PKS agrees otherwise in writing. Late payments shall be charged the lesser of one and one-half percent (1.5%) interest per month or the maximum permitted under Alaska law, in addition to all other remedies available under this Agreement or otherwise. Failure to make any payment when due shall be a material breach of this Agreement.

9. Technical Support. PKS will provide technical support as follows:

a. Unlimited calls regarding suspected "bugs," program errors or other Product problems.

10. Limited Warranty. PKS WARRANTS THAT THE PRODUCTS WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE PRODUCT MATERIALS. PKS DOES NOT REPRESENT OR WARRANT THAT THE PRODUCT MATERIALS ARE ERROR-FREE, THAT THEY WILL MEET USER'S REQUIREMENTS, OR THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECT IN SUCH PRODUCT MATERIALS OR OPERATION WILL BE CORRECTED. PKS SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. Limitation of Liability and Remedy. USER'S REMEDIES UNDER THIS AGREEMENT ARE LIMITED TO TERMINATION OF THIS AGREEMENT AND REFUND OF PAYMENTS FOR USE OF PRODUCTS AFTER THE DATE THE REQUEST FOR TERMINATION IS RECEIVED BY PKS BASED UPON THE NUMBER OF DAYS REMAINING IN THE ANNUAL LICENSE TERM. PKS'S LIABILITY ARISING DIRECTLY OR INDIRECTLY FROM THIS AGREEMENT SHALL NOT IN ANY EVENT EXCEED THE TOTAL LICENSE FEES PAID BY USER TO PKS UNDER THIS AGREEMENT. In no event shall PKS be liable under any claim, demand, or action arising out of or relating to this Agreement for any special, direct, indirect, incidental, special, punitive or consequential damages, or lost profits or revenues, or any other damages, whether or not PKS has been advised or otherwise had reason to know of the possibility of such claim, demand, or action or such damages or lost profits or revenues.

12. Determination of Price. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN ENTERED INTO AND THE CONNECT FEE CHARGED FOR USER'S USE OF THE PRODUCTS HAS BEEN DETERMINED IN PART IN RELIANCE UPON THE WARRANTY, REMEDY, AND LIABILITY RESTRICTIONS CONTAINED IN THIS AGREEMENT AND THAT IN THE ABSENCE OF ANY OF SUCH RESTRICTIONS, PKS WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.

13. Termination. This Agreement may be terminated at any time (i) by User upon written notice to PKS or (ii) by either party thirty (30) days after written notice to the other party of the breach by such other party of any material term of this Agreement if such breach remains uncured for that thirty (30) day period, (iii)by PKS upon the failure of User to pay all connect fees within fifteen (15) days of when due under Section 4, or (iv) as to any Product, failure by User to pay the access fees (30) days after the date such fee is due under this Agreement. Upon termination of this Agreement for any reason, User shall immediately cease use of the Products and User shall immediately return to PKS all Products and Product Materials. The obligations of User set forth in Sections 4, 8, 10, 11, 14, 17, and 18 shall survive any termination of this Agreement.

14. Injunctive Relief. User acknowledges that the nature of PKS' proprietary rights in the Product Materials is such that money damages are not an adequate remedy for the violation of the terms of the Sections 2, 3 and 4 and of this Agreement, and that in addition to all other remedies available to PKS, PKS shall have the right to obtain preliminary and permanent injunctive relief and specific performance without the posting of bond or other security.

15. No Assignment. User may not assign its rights nor delegate its duties under this Agreement without the prior written consent of PKS, and any purported assignment or delegation without such consent shall be void. This Agreement shall be binding upon and inure to the benefit of permitted assigns and successors of the parties hereto.

16. Complete Agreement. This Agreement represents the complete, final, and exclusive agreement between the parties, and supersedes any prior understanding or agreement, oral or written, relating to the Products. No amendment, modification, or waiver shall be effective unless in writing signed by both parties.

17. Limitations of Claims Period. FOR ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, A DEMAND FOR ARBITRATION MUST BE SUBMITTED TO THE AAA PURSUANT TO SECTION 19 WITHIN ONE (1) YEAR FROM THE DATE SUCH DISPUTE OR CLAIM FIRST AROSE OR SUCH DISPUTE OR CLAIM IS VOID.

18. Choice of Law and Dispute Resolution. This Agreement shall be construed under Alaska law, excluding choice of law principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively by binding arbitration in Anchorage, Alaska before a single arbitrator pursuant to the rules of the American Arbitration Association.

19. Signatures. This Agreement may be executed in any number of counterparts, each of which shall be an original and together all of which shall constitute a single document. Executed signature pages may be sent by facsimile, and upon receipt by any party shall be considered originals binding upon the party whose signature appears on them.

20. Validity and Enforceability. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected thereby. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.

21. Headings. Headings are for convenience only, and shall not be considered substantive parts of this Agreement.