Field Test Agreement I. PARTIES 1.01 Network-Systems Design, Inc., a Wisconsin corporation having an office at The Cove, 2908 Fond du Lac Rd, Oshkosh, Wisconsin hereinafter referred to as ("NSD"). 1.02 _________________________________ _________________________________ _________________________________ _________________________________ hereinafter referred to as ("TESTOR"). II. RECITALS 2.01 NSD has invested substantial time and resources in developing certain proprietary intellectual property, including, but not limited to: (a) a software product of titled "uTECO" and all it's derivations. (b) documentation for "uTECO". (c) a library of editing programs refered to as "Teco Macros". The foregoing shall be referred to in this agreement as the "Licensed Product". 2.02 The TESTOR has used a similar product titled "TECO" which was produced by Digital Equipment Corporation, a Massachusetts corporation. 2.03 Upon the terms and conditions of this agreement, the parties seek to provide for the use by the TESTOR of the Licensed Product and to provide to NSD valuable information derrived by the TESTOR in evaluating the Licensed Product. III. AGREEMENT NOW, THEREFORE, in consideration of one dollar and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed as follows: 3.01 RECITALS. The recitals are a part of this agreement. 3.02 Licensing of Licensed Product. (a) Upon the terms and conditions of this agreement, NSD hereby grants to TESTOR the license, right and privilege to use the Licensed Product. In addition, NSD hereby grants to TESTOR the license, right and privlege to use any and all documents relating to the Licensed Product and any and all updates and revisions thereto, which documents, updates and revisions shall also be included in the definition of "Licensed Products". The licensed granted by NSD to TESTOR shall be nonexclusive, and NSD shall have the right to grant to other parties the license to use the Licensed Product. (b) TESTOR acknowledges and agrees that the Licensed Product constitutes proprietary, intellectual property of NSD and that, except to the extent of the license granted to TESTOR under this agreement, all right, title and interest in and to the Licensed Product shall remain with NSD. TESTOR further acknowleges and agrees that it has no right, power or license in and to the Licensed Product other that as granted to it under this agreement and that NSD shall be exclusively entitled to all copyright, trade secret, patent or other protection afforded to such intellectual property. 3.03 Use of Licensed Product. The license, right and privlege granted by NSD to TESTOR under this agreement is limited to the use of the Licensed Product only at a single site designated as the testing facilities of the TESTOR. The TESTOR may make as many copies of the Licensed Product for the purpose of testing the Licensed Product at the testing facilities of the TESTOR. It is also granted by NSD to TESTOR that the TESTOR may assign the task of testing the Licensed Product to any or all of its employees for use at the testing facilities. 3.04 Term. Unless otherwise terminated pursuant to the terms of this agreement, the term of this agreement shall be 20 years. 3.05 Affirmative Covenants of TESTOR. During the term of this agreement, TESTOR shall do the following, unless waived in writing by NSD. (a) Defend Against Infringement. Take such action as shall be reasonably necessary to prevent and defend against infringement of the proprietary rights of NSD in and to the Licensed Product by TESTOR or any other party. TESTOR shall promptly advise NSD in writing in the event that TESTOR has notice of any event of infringement on the part of TESTOR or any other party of the proprietary rights of NSD in and to the Licensed Product. 3.06 Negative Covenants of TESTOR. During the term of this agreement, TESTOR shall not, without prior written consent of NSD, do any of the following: (a) Disclosure of the Licensed Product. Disclose, or make available to third parties the Licensed Product or any portion thereof without NSD's prior written consent. In the event of disclosure of all or part of the Licensed Product, all copies of the same shall contain all of NSD's restrictive and proprietary notices as such may appearr on the copies thereof provided by NSD. Upon the termination, cancellation, or expiration of this agreement, TESTOR shall immediately cease using the Licensed Product in any way and return the Licensed Product and all copies of any and all documents evidencing the Licensed Product to NSD or destroy the same and all copies thereof. (b) Modification of Licensed Product. Modify the Licensed Product with exception of the editing Macros, permit the same to be modified, or merge the Licensed Product with other existing software. (c) Assignment of License. Traqnsfer, assign, sublicense, relinquish or otherwise convey the rights, powers and license granted to TESTOR under this agreement to any other party. 3.07 Negation of Warranty. THE LICENSED PRODUCT IS PROVIDED ON AN "AS IS" BASIS, AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TESTOR SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE, EFFICIENCY AND SUITABILITY OF THE LICENSED PRODUCT AND NSD SHALL HAVE NO LIABILITY THEREFORE. 3.08 Limitation of Liability. (a) IN NO EVENT SHALL NSD BE LIABLE TO TESTOR FOR ANY INDIRECT, SPECIAL OR CONSEQUNETIAL DAMAGES OR LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT OF THE PERFORMANCE OR BREACH THEREOF, EVEN IF NSD HAS BEEN ADVISED OF THE POSIBILITY THEREOF. NSD'S LIABILITY TO TESTOR HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE LICENSE FEES PAID TO NSD HEREUNDER BY TESTOR. (b) IN NO EVENT SHALL NSD BE LIABLE TO TESTOR FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE LICENSED PRODUCT, INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, OR DELAY OF THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT OR RELATED AGREEMENTS. 3.09 Termination of Agreement. NSD shall have the right to cancel this agreement and any and all rights, priveleges and licensed granted to TESTOR hereunder, upon the occurence of any of the following events: (a) TESTOR is in default of any material provision of this agreement and if such default is not cured within 30 days after NSD gives TESTOR written notice thereof. 3.10 Micellaneous. (a) Binding Agreement. This agreement shall be binding upon and inure to the benefit of the respective parties, their successors and assigns, heirs, and personal representives, except as otherwise expressly provided herein. (b) Notices. All notices, request, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given, if delivered or mailed to the parties at the addresses listed at the beginning of this agreement. (c) Waiver, Changes or Modification. This Agreement may not be changed orally, but only by agreement in writing and signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. (d) Applicable Law. The parties agree that this agreement shall be construed pursuant to and in accordance with the laws of the State of Wisconsin. IN WITNESS THEREOF, the parties have duly signed and executed this Agreement as of the date first appearing above. _________________________(TESTOR) By: ______________________________ NETWORK-SYSTEMS DESIGN, INC. (NSD) By: ______________________________ James G. Dempsey, President