Software License Agreement

Agri-Data Systems, Inc.
21620 North 19th Avenue
Suite A-10
Phoenix, Arizona 85027
Telephone: (602) 582-3888
Fax:(602) 582-2916


- -------------------------------------------------------------------------------- Licensee: WINDY HILL PET FOOD COMPANY Effective Date: _______ Address: Two Maryland Farms, Suite 301 Key # ______ (if applicable)
Brentwood, Tennessee 37027-2487 Ship to: Same Formulation Software: Contact: Donald L. Gadd Phone: 615-373-7774 Visual LCF Extended,
Level III
One Plant - --------------------------------------------------------------------------------


Software License Agreement


THIS AGREEMENT is made this 29th day of April, 1996, between AGRI-DATA SYSTEMS, INC., ("ADS") and "Licensee". The site of Licensee's computer is at the location stated above.


TERMS AND CONDITIONS


I. CONFIDENTIALITY, TITLE, OWNERSHIP, WARRANTY


All programs and documentation furnished the LICENSEE by ADS, under the terms of this Agreement shall remain the confidential and proprietary property of ADS. LICENSEE will protect the proprietary rights of ADS.


As provided by this Agreement, the LICENSEE is entitled to the use of the software and documentation but acquires no rights to title or ownership of ADS property.


The software and documentation will not be altered, modified or adapted, including but not limited to translating, decompiling, disassembling or creating derivative works by anyone other than authorized ADS personnel.


Distribution, rental, sub-license, or lease of ADS software programs and documentation by LICENSEE is expressly prohibited.


II. CONSIDERATION


The total licensing fee for the software licensed under this Agreement is:


$7,500.00


LICENSEE will pay ADS the amount of Seven Thousand, Five Hundred D ...