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              The Maintenance and Priority Support Program assures that
              customers  gain  the  maximum  utility  of their CMS-GOLD
              products.  The major features of the maintenance services
              provided are as follows:

              Upgrades to New Releases:

              To provide you with enhancements which we have introduced
              into the products Mills & Associates typically issues one
              major  upgrade  in  the Maintenance Program.  The cost of
              the  annual maintenance  charge  is often realized in the
              value  of the  enhancements provided alone.  For example,
              in  the  past  we  have  included  new  features  such as
              Special Interest Groups, Unlimited Date Processing  and a
              more improved processing speed in new releases.  For  the
              upgrades  we  only charge a nominal fee for each upgrade.

              Fixes to Reported Problems:

              Mills & Associates, Inc.,  is committed to supporting our
              customers.   Wherever possible,  Mills & Associates  will
              help  you find solutions to your problems and ensure that
              you  get  timely  fixes to discrepancies in our software.
              We  have  several  mechanisms  we  can  use to solve your
              reported problems.

                   (1)  workarounds
                   (2)  update disks
                   (3)  immediate correction disks
                   (4)  component replacements
                   (5)  patches.

              The first process we will go through is to help you  find
              a  workaround  for  your  problem.  This  is  usually the
              fastest way we can get you going again and  your CMS-GOLD
              support   representative   will  use  his/her  specialist
              knowledge  of  the  product  to  assist  you in finding a
              solution.   If  no  workaround  can be found then we have
              various  mechanisms  for  getting fixes to you.  One such
              mechanism  is  an update release.  An update disk(s) is a
              cumulative  set  of discrepancy corrections which has had
              the  benefit  of  a  controlled  field test to insure its
              stability.



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         MAINTENANCE AND PRIORITY SUPPORT PROGRAM (c)       Page 11.0.2
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              Another   similar   mechanism  is an Immediate Correction
              Disk(s).   This  contains  the  same  type of discrepancy
              corrections   as   an   Update   Disk(s),  but  is   make
              available to select customers prior  to the  update  disk
              release  for   field   testing.   Customers  use  of  the
              Immediate Correction Disk(s) constitutes the field tests,
              thus  an  Immediate Correction Disk(s) eventually becomes
              an  Update  Disk, once it is proven effective and stable.
              We  may  supply  either  the  update  disk  or  Immediate
              Correction Disk(s)  in  the  form  of  a  change disk (or
              electronic  transfer  equivalent) which you apply to your
              present  release.   Other mechanisms for getting fixes to
              you  are  component  replacements and patches.  Component
              replacements  are a mechanism whereby we can fix problems
              in  a  very  short  time scale by giving you the relevant
              software  from  our  development  stream.    Necessarily,
              component  replacements  involve  some  risk  since  such
              software  will not have gone through complete testing and
              may  be  unstable  in certain areas.  Finally patches are
              small  logic  changes  applied  with  a  debugger  to the
              software  you  already have.  These are usually short and
              when   available   they   can   be  given to you over the
              telephone.

              Priority Support Access:

              Customers  who  purchase  maintenance  for their products
              purchased  from  Mills  &  Associates   will  have  their
              contacts with Product Support handled on a first priority
              basis.  Additionally, those customers  who do not opt for
              maintenance  will  have  their contact to Product Support
              limited   to   Fax,   Mail,   or   Electronic  Mail  (via
              CompuServe).   No  direct  incoming phone contact will be
              available.   In order to respond to the queries submitted
              by  non-maintenance  customers, the Product Support Staff
              will use fax, mail, electronic mail, and phone contact as
              appropriate for each situation.

              Facts on Fax Service:






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         MAINTENANCE AND PRIORITY SUPPORT PROGRAM           Page 11.0.3
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              Customers  purchasing  maintenance   for  their  Mills  &
              Associates products will be enrolled for our Facts on Fax
              Service.   This  service provides bi-monthly newsletters,
              delivered  by  fax  transmission,  that include technical
              bulletins,  product  update information, hints on the use
              of   Mills   &   Associates, Inc.,  products, new product
              announcements, and other information aimed at keeping you
              informed  about  the  products  that  you have purchased.

              Assigned Product Support Analyst:

              You will have a product Support Analyst assigned to  you.
              He/she  is  available  to  you  on  the  telephone and is
              responsible  for looking after your interest with Mills &
              Associates.    Your   Analyst  will be your main point of
              contact  with  Mills  & Associates and will provide you a
              continuity of support service.  Your Analyst..

              ...is a software specialist. Our Analysts have many years
              experience  on a  variety of our products.  Typically our
              support  people  have maintained actual CMS software in a
              working environment.

              ...is  able  to  give  advice  on  PC's  and PC operating
              environments.

              Normally   you  will  telephone  your  problems  to  your
              Analysts,  although other methods, such as mail, fax, and
              electronic are acceptable and available.

              Note  however  that we do not have unlimited capacity and
              if  your usage of the service is excessive we reserve the
              right  to  limit  your  use  or  to  charge  you for your
              additional usage beyond the norm.

              Mills   &   Associates,   Inc.,  may  be  able  to  offer
              consulting  services  on  various  aspects of your needs.









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         MAINTENANCE AND PRIORITY SUPPORT PROGRAM           Page 11.0.4
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              Addresses and Telephone Number:

              Main Office:

              Mills & Associates, Inc.
              P. O. Box 1756
              Mount Airy, N.C.  27030-1756

              Telephone : (919) 786-1236
              Fax Number: (919) 786-1550

              Questions  and answers concerning the Maintenance Program

              1.   How do I enroll in the Maintenance Program?

                   If you have just purchased one of our products then:

                   -    Read  the  Terms  and  Conditions  of the
                        Maintenance Program which comes  with the
                        product, or as attached.

                   -    Fill out and sign the Maintenance Program
                        Registration   Form   to  indicate   your
                        acceptance  of  the Terms and Conditions.

                   -    Send the completed and signed Maintenance
                        Program   Registration   Form  with  your
                        completed  User  Registration  Card and a
                        copy  of your invoice for the product to:

                        Mills & Associates, Inc.
                        P. O. Box 1756
                        Mount Airy, N.C.  27030-1756

                   -    Mills  &  Associates will invoice you for
                        the  Maintenance  Program upon receipt of
                        your Registration Form.









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         MAINTENANCE AND PRIORITY SUPPORT PROGRAM           Page 11.0.5
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              2.   How do I renew my participation in  the  Maintenance
                   Program?


                   If  your  Maintenance  Program  is  about to expire,
                   then:

                   -    Forty-five days prior to the   expiration
                        date Mills & Associates will  invoice you
                        for the next year's Maintenance  Program.
                        To   register   for  the  next   year  of
                        maintenance, simply pay the  invoice  and
                        you   will    continue   to  receive  the
                        services   described   above.    If  your
                        purchasing     procedures    require    a
                        variation   of  this  method  of renewal,
                        please  contact  our office in advance of
                        the renewal date.

                   -    If you have purchased your  CMS-GOLD  and
                        other  covered   products   more  than 12
                        months  ago  and  you  have  not  already
                        renewed     your     maintenance,   then:

                   -    You  must  purchase  an  upgrade  to  the
                        current version of the  product  (if  you
                        do not already have it).  Then  fill  out
                        the Maintenance Program Registration Form
                        and   return   it   as   per   the  above
                        instructions.   You   will   receive   an
                        invoice   for   the   appropriate amount,
                        and  upon  payment,   you  will  start to
                        receive the services described  above. If
                        you   are   unsure  whether  you have the
                        current  version,   please   contact  our
                        office.










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         MAINTENANCE AND PRIORITY SUPPORT PROGRAM           Page 11.0.6
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              3.   What are my responsibilities?

                   -    You    agree    to    report    suspected
                        discrepancies   through   your   Analyst.

                   -    You  agree  where  reasonable  to  assist
                        Mills & Associates'   efforts   to   find
                        corrections  to discrepancies reported by
                        you.

                   -    Your agree to use best efforts to install
                        and  use  the  newest  release   of   the
                        Maintained Software sent to you by  Mills
                        & Associates within 30 days from receipt.

                   -    In all contacts with  Mills & Associates,
                        you  agree  to provide  the  Registration
                        Number  and the  name, revision number of
                        the    Maintained    Software    product.

              4.   What support is available if I don't register for
                   maintenance?

                   -    Fax,  Mail  or E-Mail access  to  product
                        support staff.

                   -    As a purchaser  of  a  product  you will
                        not  have  direct telephone access  to a
                        product  Analyst to get assistance  with
                        product  discrepancies  if  you  do  not
                        register  for  the Maintenance  Program.
                        You  will  be able to make contact  with
                        the  Support  Group  via  fax,  mail  or
                        electronic  mail.   Additionally,   your
                        question  or  reported  problem  will be
                        addressed  at a  lower priority  than if
                        you  had purchased maintenance, although
                        it will be addressed, the length of time
                        will  depend  on  current  high priority
                        activities.  We will help you look for a
                        workaround   for  your  problem.   If we
                        cannot  find  a  workaround then we will
                        type  to get a fix to you by one of  the
                        mechanisms   available  to   us  to  fix
                        priority one discrepancies.

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         MAINTENANCE AND PRIORITY SUPPORT PROGRAM           Page 11.0.7
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                   -    CompuServe

                        We do review our CompuServe daily.

              5.   What are the differences between priority 1,priority
                   2, and priority 3 discrepancies.

                   -    A   priority 1   (P1)  discrepancy  is  a
                        discrepancy  in the  Maintained  Software
                        which causes substantial down-time of the
                        system, or which causes  data corruption,
                        or which otherwise renders the Maintained
                        Software unusable.   Discrepancies  given
                        this  priority  have no viable workaround
                        or avoidance procedure.

                   -    A   priority 2   (P2)   discrepancy  is a
                        significant discrepancy in the Maintained
                        Software which may result in  convenience
                        to  users of the Maintained Software, but
                        for   which  a  workaround  or  avoidance
                        procedure is available.

                   -    A   priority 3   (P3)   discrepancy  is a
                        discrepancy  in  the  Maintained Software
                        which  can easily be avoided or detoured.
                        For  example, errors in the documentation
                        receive this priority.

                   -    This  Description is subject to the Terms
                        and  Conditions of the Mills & Associates
                        Product  Maintenance  Program.   Both are
                        subject to change.













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         MAINTENANCE AND PRIORITY SUPPORT
         TERMS AND CONDITIONS                               Page 12.0.1
         ==============================================================
         1.   ADDRESS AND COMMUNICATIONS :

              MILLS & ASSOCIATES, INC.
              P. O. BOX 1756
              MOUNT AIRY, N.C.  27030

              TELEPHONE : (919) 786-1236
              FAX NUMBER: (919) 786-1550

         2.   DEFINITIONS:

           A. "Maintained Software" means the registered  copy  of  the
              Mills & Associates product licensed to you and designated
              by  you  on  the  Software  Registration  Form.   If  the
              licensee of the Maintained Software is a  corporation  or
              other entity, the "you" as used in this  Agreement refers
              to that corporation or entity.

           B. "Support Contact"  means the person authorized  by you on
              the Maintenance  Registration  Form  to  communicate with
              Mills & Associates to request and receive the Maintenance
              Services.  The Support Contact may be you, your employee,
              or an agent or consultant of your company or organization
              who provides services directly to you  as the Licensee of
              the Maintained Software.   The Support  Contact should be
              knowledgeable about how the  Maintained Software is being
              used and about the  computer/operating  system  on  which
              Maintained Software is executed.

           C. "Discrepancy" means a defect in the distribution media or
              a  material  difference  between  the  operation  of  the
              Maintained  Software and the description of the operation
              of  the  Maintained  Software as provided in current end-
              user documentation  provided  for the Maintained Software
              by Mills & Associates.

           D. "Correction" means  replacement  distributions  media  or
              corrective   code  or  documentation  which  rectifies  a
              Discrepancy as described above.  Mills  & Associates may,
              at  its  discretion, modify the end-user documentation to
              (1)  remove  inaccuracies  in  the  documentation, or (2)
              describe  changes,  modifications or improvements made to
              the  Maintained  Software.  "Correction" includes, but is
              not  limited  to,  workarounds,  support releases, update
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         MAINTENANCE AND PRIORITY SUPPORT
         TERMS AND CONDITIONS             (continued)       Page 12.0.2
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              disks, immediate correction disks, component replacements
              and patches.

           E. "Priority 1  Discrepancy"  means  a  Discrepancy  in  the
              Maintained  Software which causes substantial downtime of
              the system,  or  which  causes  data corruption, or which
              otherwise   renders  the  Maintained  Software  unusable.
              Discrepancies   given   this   priority  have  no  viable
              workaround or avoidance procedure.

           F. "Priority 2 Discrepancy" means a significant  Discrepancy
              in the Maintained Software which results in inconvenience
              to  users  of  the  Maintained  Software, but for which a
              workaround or avoidance procedure is available.

           G. "Priority 3 Discrepancy"  means  a   Discrepancy  in  the
              Maintained  Software  which  can  easily  be  avoided  or
              detoured.   For  example  errors  in  the   documentation
              receive this priority.

           H. "Agreement" means these Terms  and  Conditions of Mills &
              Associates, Inc., Products.

         3.   Applicability   of   Mills  & Associates Software License
              Agreement.

              This Agreement and all software,  documentation and media
              provided under it is subject to  all terms and conditions
              of the Mills & Associates, Inc.,  License Agreement which
              exists between you and  Mills & Associates, including the
              Disclaimer of Warranty and Limitation of Liability.

         4.   Upgrades to New Releases.

              Mills & Associates, Inc., intends once  per calendar year
              to prepare  a  major  upgrade  release  of the Maintained
              Software which will contain a new set of software and may
              contain replacements  for  all  or  some  of the existing
              documentation set,  but  cannot  promise  to  do  so.  If
              prepared, this major upgrade release  will be sent to you
              under  this  Agreement  with  your  appropriate discount.


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         MAINTENANCE AND PRIORITY SUPPORT
         TERMS AND CONDITIONS             (continued)       Page 12.0.3
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         5.   Fixes to Reported Discrepancies

              In response to a confirmed Discrepancy  in the Maintained
              Software,   Mills  &  Associates   shall  use  reasonable
              efforts   to   provide  on  an  as-needed  basis  at  its
              discretion  a  Correction  in  the  form of a workaround,
              support  release, update disk, immediate correction disk,
              or electronic  transfer equivalent, component replacement
              disk(s), patch,  major upgrade release, or other suitable
              form, but  Mills & Associates cannot  guarantee to do so.
              Mills & Associates  reserves  the  right  to  discontinue
              Maintenance Services without notice on a past workaround,
              support release,  update  disk  or  immediate  correction
              disk,   or   electronic  transfer  equivalent,  component
              replacement,   patch  or other form of Correction after a
              subsequent   major   upgrade   release,   to  discontinue
              Maintenance Services without notice on a past workaround,
              support release,  update   disk   or immediate correction
              disk,  or  electronic  transfer   equivalent,   component
              replacement,   patch or other form  of Correction after a
              subsequent  major  upgrade  release, support release,  or
              update disk or electronic  transfer equivalent containing
              a Correction of the Discrepancy is available.

         6.   Software Not Covered by this Agreement.

           A. Altered or modified Maintained Software.

           B. Any combination of Maintained Software and other software
              no covered by this Agreement.

           C. A release of Maintained Software for which Maintenance
              Services have been discontinued.

           D. Discrepancies caused by your negligence or fault, or
              hardware malfunction.

           E. Discrepancies  that do not significantly impair or affect
              the operation of the Maintained Software.

           F. Maintained  Software  used  on  a  computer or operating
              system other than  that  specified by you and accepted by
              Mills & Associates  on the Maintenance Registration Form.
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         MAINTENANCE AND PRIORITY SUPPORT
         TERMS AND CONDITIONS             (continued)       Page 12.0.4
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         8.   Your Responsibilities.

           A. You agree to report all  suspected  Discrepancies through
              your Support Analyst at Mills & Associates.

           B. You agree  to  use  reasonable  efforts to assist Mills &
              Associates'  efforts  to  find  Corrections  to confirmed
              Discrepancies reported by you.

           C. You agree to install and use the newest release or change
              disk for the Maintained Software sent to you  by  Mills &
              Associates with 30 days of receipt.

           D. In all  contacts  with  Mills  &  Associates Support, you
              agree to provide the Registration  Number given to you by
              Mills & Associates,  along   with your name and the name,
              and the revision number.

         9.   Additional Services and Charges.

           A. Mills & Associates may offer additional services such  as
              training and consulting under separate agreements.   Such
              services can be performed at  a  site  and time  mutually
              agreeable.

           B. These  services  are  normally  charged  on  a  time  and
              material   basis   plus   expenses   and   are subject to
              availability.

           C. Mills & Associates, upon prior notice, reserves the right
              to charge for unusual or excessive support person time or
              telephone expenses  in  connection  with  the Maintenance
              Services  provided  under  this  Agreement.    Reasonable
              shipping, handling media  and  user documentation charges
              in connection with the provision of upgrades and services
              shall be payable by you.

         10.  Payment

           A. The annual Maintenance Fee must be paid in advance.   The
              Maintenance    Fee   is   as   determined in the Mills  &
              Associates price list as of the date of invoice.

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         MAINTENANCE AND PRIORITY SUPPORT
         TERMS AND CONDITIONS             (continued)       Page 12.0.5
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         11.  Term and Termination

           A. This Agreement will  be  effective  and services provided
              hereunder will  commence  as of the completion of Mills &
              Associates' (1) acceptance  of payment of the appropriate
              Maintenance Fee  or  initial  product  purchase price, if
              applicable; (2) registration of this Agreement on receipt
              of the Maintenance Registration Form  you have submitted;
              and (3)  ascertaining  proof  of  proper  license  of the
              Software designated on the Maintenance Registration Form.
              The services provided hereunder  will  cease  on the last
              day of the Maintenance Period which is one  year from the
              commencement   of   services   under this Agreement.  The
              Maintenance Period commences as determined in the Mills &
              Associates date of product  purchase, maintenance renewal
              or  maintenance  commencement,  as  appropriate.  Mills &
              Associates may change the  Maintenance Fee without notice
              which  fee  shall  become  effective upon renewal of this
              Agreement.

           B. This  Agreement  will  remain in effect unless terminated
              upon fifteen (15) days written notice by either party  by
              reason of any violation of the terms  and  conditions  of
              this Agreement.

           C. Forty-five (45)  days  prior  to  the  termination of the
              Maintenance Period,  Mills & Associates  will invoice you
              for the next years  renewal  of the  Maintenance Program.
              To register for a further year  of maintenance under this
              Agreement, simply pay the  invoice  and you will continue
              to receive maintenance services.

           D. If you allow your maintenance to expire (stop),  you must
              purchase an upgrade to the current version of the product
              (if  you  do  not already have it)  in  order to register
              for  maintenance.   You  must then fill out a Maintenance
              Program Registration Form and return it to:

              MILLS & ASSOCIATES, INC.
              P. O. BOX 1756
              MOUNT AIRY, N.C.  27030-1756


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         MAINTENANCE AND PRIORITY SUPPORT
         TERMS AND CONDITIONS             (continued)       Page 12.0.6
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           E. You  will  then  receive  an  invoice for the appropriate
              amount.  Simply pay the invoice and your maintenance will
              be renewed.  If you do  not  have  a  Maintenance Program
              Registration Form then  call and one will be sent to you.
              Mills  &  Associates  reserves  the   right  to  withdraw
              maintenance services on  any  or  all Maintained Software
              or other  products,  and  to  alter  the  prices,  terms,
              and  conditions of the Maintenance Program, in advance of
              any  maintenance  renewal.    Any   such   withdrawal  or
              alterations  will  amend  the Maintenance Program between
              you and Mills  & Associates as of your next renewal data.

         12.  Miscellaneous.

           A. You may not assign  this  Agreement to a third party with
              prior  written  consent  of  Mills  &  Associates.   This
              Agreement  and  the  Mills & Associates End User Software
              License Agreement  Registration  Form)  shall be the only
              Agreements  between  Mills  &  Associates  and  you  with
              respect  to  the  Maintained  Software.   They  cannot be
              modified except in writing and with the  approval of both
              parties.     These    Agreements   supersede   all  prior
              agreements,  oral or written,  relating to the Maintained
              Software.   The  Laws  of North Carolina shall govern the
              validity of these  Agreements,  the construction of their
              terms and the  interpretation of the rights and duties of
              the parties.
















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