This AGREEMENT between_____________________ and RH Associates & Co.d/b/a BookReserve e-commerce ("BookReserve") entered into on this ___ day of _________ , 2001 shall commence immediately and remain in effect until cancelled by either party as set forth under the terms of this AGREEMENT. This AGREEMENT will be governed by the laws of the state of Ohio.

The collection of programs and Internet services described as BookReserve.com are copyrighted by BookReserve and shall remain the sole property of BookReserve. BookReserve hereby grants Subscriber a limited, non-exclusive, non-transferable license to BookReserve solely for use in the course of its business.

Subscriber authorizes BookReserve to automatically process monthly payments with credit card in the amount of $59.95 during the term of this AGREEMENT and otherwise hold BookReserve harmless for all actions or omissions that may occur in the performance of BookReserve services.

Data licensed to Subscriber shall remain the sole property of BookReserve and shall not be permitted for copy, resale, or distribution by Subscriber other than is made available through BookReserve services.

Data owned by Subscriber or accumulated by BookReserve for Subscriber, shall remain the sole property of Subscriber. BookReserve shall not be permitted to copy, resell, distribute or otherwise use information except as necessary to perform BookReserve services for Subscriber or as required by law.

BookReserve shall take reasonable steps to maintain BookReserve services including: frequent and timely update of bibliographic, book cover graphics, and book annotations; prompt, reliable internet access to the data housed on the BookReserve server; and adequate server capacity to perform BookReserve services. Subscriber shall have the right to terminate this AGREEMENT at any time if Subscriber in its sole discretion is dissatisfied with the performance of services described. This shall be the sole recourse to Subscriber.

There are no warranties, expressed or implied, of the products or services furnished under this AGREEMENT. BookReserve disclaims any implied warranty or merchantability or fitness for a particular purpose or software. BookReserve shall provide telephone support during normal business hours to document and resolve BookReserve system errors.

BookReserve shall make a reasonable effort to resolve all errors in a timely fashion. The Internet involves the use of many services and technologies in addition to BookReserve. BookReserve shall attempt to cooperate with Subscriber for the effective use of these related services and shall make available contracted support services to the Subscriber. BookReserve shall be under no obligation to provide technical support for any service not specifically provided by BookReserve or errors not attributable to BookReserve.

Subscriber shall have the right to terminate this AGREEMENT at any time. BookReserve shall have the right to terminate this AGREEMENT upon failure of Subscriber to pay for services. BookReserve shall have the right to otherwise terminate this AGREEMENT with 90-day prior written notice to Subscriber.

BookReserve agrees to provide 60 day prior written notice by e-mail prior to any price increase. BookReserve shall have the unrestricted right to modify, upgrade, or add services to the BookReserve system at any time.

The relationship between Subscriber and BookReserve is that of Service Provider and Licensee. This AGREEMENT shall in no way be construed to permit either party to act as agent or on behalf of the other, or to enter into a binding commitment for the other.

This AGREEMENT shall cover any and all services that Subscriber authorizes in writing, by e-mail, or as authorized on the Subscriber's Interface Page. All correspondence shall be directed to the address of record of either party as specified on the Subscriber's Interface Page.

The undersigned hereby agree to abide by the terms of this AGREEMENT and certifies that they are each authorized to represent the parties to this AGREEMENT.

By Subscriber: _______________________
Title: ____________________

By BookReserve: ____________________
Richard S. Harte, President

Please print this page, complete and sign agreement,
fax to: 740-363-3574