Application Services Provider Software License Agreement

APPLICATION SERVICE PROVIDER (ASP)
SOFTWARE LICENSE AGREEMENT


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THIS APPLICATION SERVICE PROVIDER AGREEMENT (this "Agreement") is dated this 28th day of December 2001 between Stellent, Inc. ("Stellent"), a Minnesota corporation, having its principal offices at 7777 Golden Triangle Drive, Eden Prairie, MN 55344 and Active IQ Technologies, Inc., a Minnesota corporation with principal offices at 601 Carlson Parkway #1550, Minnetonka, Minnesota 55305 (the "ASP").


THIS AGREEMENT SUPERCEDES ANY "SHRINK-WRAP" OR OTHER FORM OF LICENSE AGREEMENT WHICH MAY BE PACKAGED WITH THE SOFTWARE OR INCORPORATED INTO THE MEDIA ON WHICH THE SOFTWARE IS SHIPPED.


THE SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD). STELLENT DOES NOT SELL OR TRANSFER TITLE TO THE SOFTWARE TO THE ASP. THE LICENSE GRANTED TO THE ASP UNDER THIS AGREEMENT SHALL NOT COMMENCE UNTIL THE ASP HAS EXECUTED THIS AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF STELLENT HAS RECEIVED, APPROVED, AND EXECUTED A COPY OF IT AS EXECUTED BY THE ASP.


1. DEFINITIONS. As used in this Agreement:


1.1. "Application" shall mean online subscription based application
services of the ASP incorporating the Software and marketed to
Customers.


1.2. "Customer" shall mean a person, corporation or similar entity which
has entered into a subscription agreement for the Application and
may grant to Subscribers access rights to the Application.


1.3. "Software" means the object code version of Stellent's software
program(s) listed on Attachment A, together with any fixes, updates,
modifications, enhancements, and new versions (if any) as may, from
time to time, be provided as part of Stellent's support service(s).
The term "Software" also includes the documentation and other
written materials packaged with this Agreement, together with such
additional documentation and materials as may, from time to time, be
provided by Stellent for use in connection with the Software
(collectively, the "Documentation").


1.4. "Subscriber" shall mean a person authorized by a Customer to access
the Application incorporating the Software for purposes of
submitting and editing managed content, and has authority to perform
standard end-user functions, including, but not limited to,
searching, viewing and printing managed content.


2. GRANT OF LICENSE. In consideration of payment of the applicable fees as
discussed below, Stellent hereby grants to the ASP an exclusive,
sublicensable license to host the Software for itself and third parties on
the servers in its host computer system located its principal place of
business for the sole purpose of managing documents on internal and
external Web sites in accordance with the Documentation. If the ASP hosts
more than thirty (30) instances of the Software, it hereby agrees that it
will provide written notice to Stellent and shall pay to Stellent any and
all fees payable by Stellent to licensors of third party software or
applications included within the Software.


The ASP may use the services of third party agents to market the
Applications to potential Customers provided however that the Applications
shall only be hosted by the ASP or its authorized outsourcers as permitted
herein.


As used herein, "exclusive license" means that so long as the ASP meets the
minimum royalty commitments as described on Attachment D, Stellent shall
not, nor shall Stellent grant to another third party the right to, provide
a for profit application service provider offering during the term of this
Agreement. If a third party requests that Stellent grant to such third
party the right to provide a for profit application service provider
offering, Stellent shall refer such third party to the ASP and the ASP and
Stellent shall negotiate in good faith the amount of compensation due and
owing to Stellent for such referral. Further, Stellent agrees that during
the term of this Agreement, Stellent shall not directly solicit the
Customers with the sole intent of inducing such Customers to terminate its
use of the Applications by purchasing the software products of Stellent.
However, the foregoing shall not prevent Stellent from engaging in its
normal business practices and any such activities shall not be deemed to be
a breach of this Agreement nor entitle the ASP to any compensation
therefor.


Notwithstanding anything contained in this Agreement to the contrary, the
ASP acknowledges that Stellent is a party to application service provider
agreements with third parties that may provide for profit application
service provider offerings to end users and the existence of such
agreements shall constitute neither a transgression of the exclusive
license granted to the ASP herein nor entitle the ASP to receive any
compensation therefor.


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The ASP may make thirty (30) copies of the Software to be used only for
backup purposes and for providing redundancy to Customers and Subscribers.
The ASP shall provide all equipment and services necessary for operation
and maintenance of the Application. The ASP shall be solely responsible for
providing bandwidth for web communication for the Application as well as
information regarding data back-up procedures, security and other functions
as reasonably requested by the Customers or the Subscribers.


3. SUBSCRIPTION AGREEMENTS. The ASP may grant to Subscribers access to the
Software via an Internet connection but solely as part of the Applications.
Any and all access to the Applications shall be accomplished under a
written subscription agreement between each Customer and the ASP. The ASP
shall obtain the prior written consent of Stellent as to the form of the
subscription agreement. The ASP agrees that it will not make any changes,
modifications or additions to the subscription agreement that could impair
or harm Stellent's interests or intellectual property rights in the
Software. Without limitation of the foregoing, no subscription agreement
shall include any term that purports to expand any indemnity, warranty,
maintenance or other obligation or liability of Stellent under this
Agreement. The ASP shall promptly notify Stellent of any violation of a
subscription agreement of which it becomes aware, and will take
commercially reasonable efforts to enforce each subscription agreement with
at least the same degree of diligence that is uses in enforcing similar
agreements governing use of its own products. The ASP agrees that all
subscription agreements shall name Stellent as a third party beneficiary of
such agreements with respect to provisions relating to the Software and
that such provisions are also enforceable by Stellent.


4. OWNERSHIP. This Agreement does not grant to the ASP or any third party any
right to use the Software except as expressly set forth herein, nor does it
grant to the ASP or any third party any ownership right, title or interest
in or to the Software. All right, title and interest in and to the
copyrights, trademarks, patents, trade secrets and other intellectual
property rights in the Software are and shall remain with Stellent and/or
Stellent's suppliers. The ASP hereby agrees to reproduce the copyright and
other notices relating to the rights of Stellent and its suppliers on every
copy or partial copy of the Software that it makes. The ASP shall not
remove, obscure, or modify any such notices without Stellent's prior
written consent. The Application shall display to Subscribers certain
notices notifying the Subscribers that the Application contains Software of
Stellent. The placement and content of such notices shall be mutually
agreed upon in writing by Stellent and the ASP.


5. PROTECTION OF INTELLECTUAL PROPERTY. The ASP acknowledges that the Software
contains confidential and proprietary information and substantial and
valuable trade secrets of Stellent and its third party suppliers. The ASP
shall use the same care to protect the Software against any use, copying,
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