THIS IRA LEASE/PURCHASE AGREEMENT is by and between

The Corporation for Research and Educational Networking,
a New Jersey non-profit corporation, with business address
Suite 700, 1112 Sixteenth Street, NW, Washington, DC 20036,
(hereafter "CREN"),

and

_________________________________________________,

_________________________________________________,
(hereafter "Lessee").

WHEREAS, CREN wishes to facilitate access to BITNET-NJE (BITNET) and the Internet for the research and educational community; and

WHEREAS, Lessee is a Member of CREN and wishes to assist CREN by providing Network Services as defined below; and

WHEREAS, CREN wishes to lease to Lessee the IRA Board and the IRA Modifications to the IBM IRA software (as they are defined below);

NOW THEREFORE, in consideration of the above recitals, and the undertakings of the parties contained herein and other good and valuable considerations the receipt and sufficiency of which are hereby acknowledged, CREN and Lessee agree as follows:

1. Definitions.
   a. "Agreement" shall mean this IRA Lease/Purchase Agreement including the Schedule, Exhibits and Attachments appended hereto.

   b. "Schedule" means the attachment to this Agreement containing the signatures of the parties to this Agreement as well as other information specific to the Lessee.

   c. "IBM" means International Business Machines Corporation.

   d. "IRA Board" means the P/370 VM co-processor board manufactured by IBM for installation in an IBM PS/2 running IBM's OS/2 operating system or in an IBM RS6000 running the AIX operating system.

   e. "IBM VM IRA Software" means those IBM computer programs which run on the IRA Board and are listed in Exhibit A, including any enhancements and replacements which CREN or IBM may from time to time provide.

   f. "IBM Special IRA Software" means those computer programs provided by IBM which run on the IRA Board but are not used on IBM mainframe computers or listed in Exhibit A; this software includes utility software and communications and device drivers specific to the P/370.

   g. "IBM Host IRA Software" means those computer programs which are used on the PS/2 or RS6000 within which the IRA Board is installed, to facilitate and enable the operation of the IRA Board and the IBM VM Software, including any enhancements and replacements which CREN or IBM may from time to time provide.

   h. "IBM IRA Software" means "IBM VM IRA Software", "IBM Special IRA Software" and "IBM Host IRA Software".

   i. "IRA Modifications" means those additions and modifications to the IBM IRA Software, which are distributed as part of the IRA System, either incorporated into modified versions of all or part of the IBM IRA Software or as separate "patches", and which are designed to increase the utility and efficiency of the IRA System, including any enhancements and replacements which CREN may from time to time provide.

   j. "NJE Services" means the provision of BITNET "Core" services as described in Exhibit B and also, to the extent feasible on the IRA System, the provision of "INTERBIT" gateway services as described in Exhibit C.

   k. "IRA System" means the IRA Board, the IBM Host IRA Software, the IBM Special IRA Software, the IRA Modifications, and, if shown on the Schedule as being procured from CREN rather than through a separate agreement with IBM, the IBM VM IRA Software.

   l. "Required IBM Agreements" includes the following:

   i. The agreement titled "Attachment 2 to IRA Purchase Agreement and to IRA Lease/Purchase Agreement: Licensed Incorporated IBM Programs Agreement" provided to the Lessee by CREN as Attachment 1 to this Agreement, which must also be signed by the Lessee as a requirement of the IRA Lease/Purchase Agreement;

   ii. If the Lessee obtains the IBM VM IRA Software for use on the IRA Board through a separate agreement with IBM (which may be, but is not limited to, the Higher Education Software Consortium agreement HESC) rather than from CREN as part of the IRA system, "Required IBM Agreements" also includes the agreement titled "Attachment 1 to IRA Purchase Agreement and to IRA Lease/Purchase Agreement: Agreement for Use of Separately Acquired Software", which is also provided to the Lessee by CREN as Attachment 2 to this Agreement and which must also be signed by the Lessee as a requirement of the IRA Lease/Purchase Agreement only if the Lessee obtains the IBM VM IRA Software through a separate agreement with IBM.

   m. "Effective Date" means the date upon which this Agreement takes effect and is shown on the Schedule.

   n. "Lease Term" starts on the Effective Date and runs until terminated as provided hereunder.

   o. "Permitted Country" means the country identified on the Schedule and in the Required IBM Agreements as the country within which the IRA System will be used.

   p. "Initial Price" means the price of the IRA System as of the Effective Date as shown on the Schedule.

2. Grant of Lease. CREN hereby leases to Lessee the IRA System for a period of three years commencing with the Effective Date as shown on the Schedule. The annual charge for the lease shall be US$1.00 and shall be payable on or before the last day of each year of the Lease Term. CREN hereby distributes to the Lessee the IBM Host IRA Software, the IBM IRA Special Software, and if procured from CREN the IBM VM IRA Software, subject to the terms and conditions of this Agreement and of the Required IBM Agreements. The Lessee agrees that none of the IRA Board, the IBM IRA Software and the IRA Modifications will be removed from the Permitted Country.

3. Grant of License. Concurrent with the Lease Term, CREN grants to Lessee a non- exclusive, non-transferable license to use the IRA Modifications in the Permitted Country only.

4. Provision of NJE Services. Lessee agrees to use the IRA System to provide NJE Services as defined herein during the Lease Term.

5. Option to Purchase Board. During the Lease Term, Lessee may purchase the Board for the Initial Price less the product of 1/36 of the Initial Price times the number of whole calendar months between the Effective Date and the date upon which Lessee wishes to purchase the Board ("Purchase Price"). Upon the expiration of the Lease Term, Lessee may purchase the Board for the Purchase Price of US$1.00. Lessee may exercise this Option to Purchase Board at any time by notifying CREN in writing of its intent at least 30 days prior to the day Lessee intends to exercise this Option to Purchase Board. Upon exercise of this Option to Purchase Board and payment of the Purchase Price:
   a. Title to the Board shall pass to Lessee and CREN shall provide Lessee, at Lessee's request, proof of purchase;

   b. Title to the IBM IRA Software shall remain with IBM, but Lessee shall automatically receive license to use the IBM IRA Software only on the purchased IRA Board and only in the Permitted Country, subject to the conditions of the Required IBM Agreements;

   c. Title to the IRA Modifications shall remain with CREN, but Lessee shall automatically receive perpetual license to use the IRA Modifications on its computers in the Permitted Country only, subject to the conditions of Paragraphs 3, 7, 8, 9, 10, and 11 of this Agreement.

   All ownership interests with respect to the IBM IRA Software and all use of the IBM IRA Software shall be subject to Lessee's agreement(s) with IBM. Lessee shall continue to protect the confidentiality of the IRA Modifications and the IBM IRA Software as provided hereunder even after exercise of this Option to Purchase Board.

6. Maintenance of Board.
   a. During the Lease Term, CREN shall provide all maintenance on the IRA Board at no charge to the Lessee. If the IRA Board malfunctions, Lessee shall contact CREN and, if the malfunction in the IRA Board cannot be corrected by Lessee's staff with CREN's direction and assistance, then CREN shall ship at its expense via overnight carrier a replacement IRA Board, and Lessee shall ship back to CREN the malfunctioning IRA Board. Upon receipt of the new IRA Board, Lessee shall forthwith install it and, upon such reinstallation and Lessee's ability to again provide NJE Services, the replacement IRA Board shall be deemed the "IRA Board" hereunder and treated in all respects as if it were the IRA Board originally leased to Lessee hereunder.

   b. If Lessee elects to purchase the Board, upon such election:

   i. For the balance of the first 12 months of the Lease Term (if applicable), maintenance will be provided by CREN at no charge to Lessee as during the Lease Term (see paragraph 6a.).

   ii. After the first 12 months of the Lease Term, Lessee may elect to continue to receive maintenance service from CREN under the terms and conditions that apply at that time.

7. LIMITED WARRANTY. OTHER THAN THE EXPRESSED WARRANTIES SET OUT IN THIS AGREEMENT, THE IRA BOARD AND THE IRA MODIFICATIONS AND IBM IRA SOFTWARE ARE PROVIDED "AS-IS", WITHOUT WARRANTY OF ANY KIND FROM CREN. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE IRA SYSTEM ARE ASSUMED BY YOU (THE LESSEE). CREN DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF, OR THE RESULTS OF THE USE OF THE IRA SYSTEM IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE; AND YOU RELY ON THE IRA SYSTEM AND RESULTS SOLELY AT YOUR OWN RISK.

8. NO IMPLIED WARRANTIES. CREN SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES WITH REGARD TO THE IRA SYSTEM, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

9. LIMITATION OF LIABILITY. CREN SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF THE USE, THE RESULTS OF USE, OR INABILITY TO USE THE BOARD, THE IRA MODIFICATIONS OR THE IRA SYSTEM IN GENERAL EVEN IF CREN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. IN NO EVENT SHALL CREN'S LIABILITY EXCEED THE AMOUNTS PAID FOR THE LEASE AND OPTIONAL PURCHASE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

10. Termination.
    a. The Lease Term shall terminate if:
    i. Lessee ceases to be a CREN Member.

    ii. The Relevant IBM Agreements are violated, or terminated for any reason.

    iii. The confidentiality provisions of this Agreement or the Relevant IBM Agreements are violated.

    iv. Lessee exports the IRA System, uses the IRA System or causes the IRA System or any portion thereof to be used outside the Permitted Country.

    v. Lessee ceases to provide NJE Services.

    vi. Lessee fails to pay any annual lease payments as required hereunder.

    b. Upon termination of the Lease Term for any reason other than pursuant to the Lessee's exercise of the option to purchase the IRA Board ("Option to Purchase Board", Paragraph 5), Lessee shall immediately return the IRA Board to CREN and shall remove all copies of the IRA Modifications from all of Lessee's computers (other than copies that may be stored in offline storage intermixed with Lessee's general system backups), and shall not thereafter use the IRA Modifications on any computer. The term of the license to the IBM IRA Software and the IRA Modifications granted hereunder shall terminate concurrently with the termination of the Lease Term unless Lessee elects to purchase the Board.

11. Confidentiality of IRA Modifications.
    a. Lessee agrees not to copy or reproduce the IRA Modifications in whole or in part except as necessary for installation and support of the IRA System and for back-up purposes. Lessee agrees to reproduce and include on each permitted copy of the IRA Modifications (including partial copies, modifications, or derivative works), regardless of the medium, any and all copyright or other propriety rights notices contained on the original copies of the IRA Modifications.

    b. Lessee agrees that the IRA Modifications are Confidential Information. Lessee agrees to limit access to the IRA Modifications to those who have a need for such access. Lessee agrees to exercise a level of effort commensurate with the level of effort it exercises to protect its own confidential material, to ensure that all persons to whom it has permitted access to the IRA Modifications do not duplicate the Confidential Information or disclose the Confidential Information to any third party. The Confidential Information shall not be deemed to include information which was or is publicly disclosed by CREN or its agents, information which was in Lessee's possession without restriction prior to its disclosure to Lessee by CREN, or information which had entered the public domain prior to its disclosure by Lessee; provided that such Confidential Information did not become public and did not enter Lessee's possession by a breach of this Agreement by Lessee or a breach by a third party of its obligations to CREN or to a third party to protect the confidentiality of the Confidential Information.

    c. Violation of any terms of this paragraph 11 shall result in immediate termination of the Lease Term and of all licenses to the IRA Modifications and to the IBM IRA Software granted under this Agreement whether or not the Option to Purchase Board (Paragraph 5) has been exercised.

12. Government End-Users. If Lessee is acquiring the Board and the IRA Modifications on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees:
    a. If the IRA System is supplied to the Department of Defense (DoD), the Board, the IBM IRA Software and the IRA Modifications are classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" as defined in Clause 252.227-7013(c)(1) of the DFARS; and

    b. If the IRA System is supplied to any unit or agency of the United States Government other than DoD, the Government's rights in the IRA System will be as defined in Clause 52.227-19(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA supplement to the FAR.

    c. Restricted Rights Legend:

    U.S. GOVERNMENT RESTRICTED RIGHTS

    The IRA System is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subdivision (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at 252.227- 7013. Contractor/manufacturer of the IRA Modifications is Corporation for Research and Educational Networking, 1112 Sixteenth Street, N.W., Suite 600, Washington, D.C. 20036.

13. Notice. When required in this Agreement, notice shall be in writing and sent prepaid via overnight express service to a person, and at the address, designated in writing by the receiving Party. Each party's designated notice recipient may be changed from time to time via notice. Notice shall be effective upon receipt. Until changed by giving notice as provided in this Paragraph, notice to CREN shall be addressed to IRA Project Administrator at the address first shown above in this Agreement and notice to Lessee shall be to the person and at the address shown on the Schedule.

14. Survival. The provisions of the Paragraph regarding confidentiality of the IRA Modifications ("Confidentiality of IRA Modifications") shall survive termination of this Agreement and the lease and licenses granted hereunder for any reason.

15. Waivers. No waiver of any provision of this Agreement will be valid unless in writing and signed by the party sought to be charged therewith. No waiver will be continuing unless it shall specifically so state; rather, the waiver will be solely for the particular event specially described.

16. Governing Law. This Agreement shall be governed by the laws of the District of Columbia without regard to any conflict of laws rules which would result in the application of the laws of any other jurisdiction.

17. Severability. If any part or provision of this Agreement is void or voidable as being contrary to federal, state or local law, regulation or ordinance, or if any paragraph, subparagraph or term is finally declared void or unenforceable by any court or agency of competent jurisdiction, the remainder of this Agreement, to the maximum practicable extent, will continue in full force and effect.

18. Entire Agreement. This Agreement (including the Exhibits and Schedule) is the complete and exclusive agreement between the parties with respect to the IRA System and supersedes all prior proposals and prior agreements, spoken or written, and any other communications between the parties relating to the IRA System. This Agreement may only be amended by a writing signed by the party to be bound thereby.

19. Counterparts. This Agreement may be signed in counterparts, each of which, when taken together, shall constitute one fully executed and binding agreement.
    IN WITNESS WHEREOF CREN and Lessee have caused the Schedule to IRA Lease/Purchase Agreement attached hereto to be executed, thereby incorporating the terms of the Schedule into this Agreement.

1. VM/ESA (5684-112)

2. RSCS (5684-096)

3. TCP/IP (5735-FAL)

4. VS/Pascal Run-time Library (5668-717)

5. C run-time library (5688-188)

The BITNET "tree" structure is based on the concept of "regionalization", the separation of the network into geographic areas or regions. Each network-topology "tree" serves a more-or-less well- defined geographical area. Each Core site has NJE-over-IP connections to every other Core site. The Core sites form a "backbone" for BITNET traffic. Within a geographical region, the core sites connect to intermediate and perhaps also "leaf" sites (those at the end of a communicationstree "limb"). Traditional leased line connections may exist where needed within the "tree" structure but are being increasingly replaced by the use of the BITNET II encapsulation of NJE in IP, coupled with the Internet connectivity also needed by most BITNET participants.

• The machine must run VM with VMNET, FAL (TCP/IP), and RSCS Version 2 (or higher).

• The system must have adequate IP connectivity bandwidth (at least T1), spool disk capacity (1-2 GB), and off-line backup capability to support the NJE traffic, the number of RSCS-over-IP connections needed for connectivity to other core sites, and the occasional backup of files which occurs when BITNET connectivity fails temporarily.

• Each core site must have effective procedures for dealing with its IP service and its supplier.

• Expertise in RSCS, FAL, and TCP/IP, as well as operating systems will be of value to the core site in problem solving.

The services performed by INTERBIT and similar mail gateway systems are essential to the e- mail communication between sites served by BITNET and those served by the Internet. CREN is therefore vitally concerned that the INTERBIT gateway service be provided and that it be handled correctly.

The CREN Board has established requirements for INTERBIT gateways which are published as the file "Gateway Standard" from LISTSERV@bitnic.cren.net, gopher.cren.net, and www.cren.net, and as /bitnet/doc/gateway-standard via ftp from ftp.cren.net.

Organization Name: ___________________________________________

Address: ____________________________________________________

Address 2: ___________________________________________________

City, State/Prov, Postal Code ____________________________________

Permitted Country: ____________________________________________

(must be the same as the country shown in Attachment 1 and, if required, in Attachment 2)

Initial IRA administrative contact: ________________________________

Initial billing contact for IRA: ____________________________________

IBM VM IRA Software obtained from CREN as part or the IRA System?

(check "YES" or "NO" for each of (a) and (b), below):

(a) Single-User Software: YES__________ or NO__________

(b) 16-User Upgrade: YES__________ or NO__________

Effective Date:_____________________________

Initial Price: US$__________________________

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THIS SCHEDULE TO IRA LEASE/PURCHASE AGREEMENT is entered into as of the Effective Date shown above by and between The Corporation for Research and Educational Networking and the Lessee shown above. The parties hereby incorporate into this Schedule the entire contents of the IRA LEASE/PURCHASE AGREEMENT attached hereto as if fully contained herein.

THE CORPORATION FOR RESEARCH
AND EDUCATIONAL NETWORKING

By:________________________________

Name: James B. Conklin, Jr.

Title: Director, BITNIC

LESSEE:____________________________

By:________________________________

Name:_____________________________

Title:______________________________