Company Name: Site ID: Address Line 1: Address Line 2: State/Province: VAR/Consultant Name: Phone:

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1 Dear Clientele CRM.NET 8.6 Beta Applicant: Please provide us the following details of the current production versions and test environment you will be using during this Beta Program by completing the General Questionnaire provided below. As a Beta Participant you will be expected to test the software in a non-production environment to exercise your normal business practices. We will contact you once a week for status updates. Beta Participants enjoy numerous benefits. By receiving pre-release software, your comments and feedback will be considered for inclusion in the final and/or future releases. In addition, you will get a jump start on upgrading your current installation. By reviewing and signing this letter and submitting it to Epicor Software Corporation, you, the Applicant, agree to be governed by the terms and conditions attached hereto as Exhibit A as well as the description of the Beta Program attached hereto. These terms and conditions apply with respect to the Beta Program attached hereto even if you have licensed software directly from Epicor and have entered into separate written agreement that covers Epicor beta software. Company Name: Site ID: Address Line 1: Address Line 2: City: Country: Contact Name: Title: Signature: VAR/Consultant Name: City: Phone: State/Province: ZIP/Postal Code: Phone: Fax: State/Province: Please return this signed letter to the attention of Elisa Deemer [Fax (949) ] immediately to ensure prompt delivery of the CLIENTELE CRM.NET 8.6 ONLY Beta upon availability.

2 General Questionnaire Beta Participant Selection Questionnaire Please indicate your current software environment: Application Vendor/Version Installed Live Live Date Customized Sales Force Automation emarketing Server Microsites Inventory Sales Order Resource Engagement Project Accounting Contract Internet Component Environment Integration Hub General Ledger Multi-Currency Accounts Payable Accounts

3 Application Vendor/Version Installed Live Live Date Customized Receivable Cash Asset Purchasing Receiving Sales Order Shipping Inventory Work Order Quality Control Crystal Version Procurement eintelligence Warehouse MFS Warehouse DCS Other Other

4 Please answer the following questions about your separate beta-testing environment. This should not be your production environment. Server Environment # of Servers # of CPUs and Mhz (for each server) RAM Disk Space Operating System Vendor, Version & Service Pack (e.g. Micosoft Windows 2000 SP3) DBMS Vendor, Version & Service Pack (e.g. Microsoft SQL Server 2000 SP2) Network Network Vendor & O/S Version (e.g. Microsoft Windows 2000 SP3) Network to DBMS communications software (e.g. TCP/IP, IPX/SPX or Named Pipes) Transport Protocol Vendor & Software (e.g. Novell LAN Workplace) Will your test environment utilize a WAN? Yes No Client Environment Operating Systems, Version & Service Pack (e.g. Windows 2000 Professional) Printers - Make & Model (e.g. HP Laser Jet 5Si)

5 CLIENTELE CRM.NET 8.6 ONLY BETA SITE AGREEMENT Terms and Conditions 1. License 1.1 Epicor Software Corporation ( Epicor ) hereby grants you, the entity designated in the Beta Applicant Application letter, a personal non-transferable and non-exclusive license to use the Software at your facility during the beta test period on a single file server at a time or on a local area network pursuant to the terms and conditions of this Agreement. Any fees applicable to the grant of this license are set forth on Attachment A. 1.2 You agree not to export, assign, distribute, convey, sell, hypothecate or otherwise transfer any of the Software or any interest therein or to use any of the Software or any portion thereof for assistance in the preparation for sale or distribution of any computer program. You agree to use the Software only on a computer or computer system owned by you at the location specified on the Beta Applicant Application letter. 1.3 You acknowledge that you possess only a license to use the Software and that Epicor and its third party providers shall retain title to the Software. 1.4 You shall not modify the Software in any way unless specifically directed to do so by Epicor authorized personnel. 2. Obligations You shall use the Software to process in parallel to your daily business/data processing activities. In using such Software, you must install and configure the PLM 8.6 Beta to meet company requirements, process transactions consistent with your regular procedures, and install any patches or updates in a timely manner. Should any bugs or problems become evident you will immediately report such bugs or problems and the context in which they occurred to Epicor. You shall cooperate with Epicor personnel and/or Epicor authorized partner personnel with regard to providing information concerning any bugs or problems. From time to time Epicor may require you to deliver to it a copy of relevant data, to be used confidentially, for the sole purposes of providing support "debugging" and revising or updating the Software. The beta test period shall be from the delivery of the Software to you until the date of general release of the Software by Epicor. 3. Confidentiality 3.1 In accepting Software, you recognize that the Software is confidential and proprietary to Epicor. You hereby agree not to disclose any information relating to Software (including its existence) to third parties without written permission from Epicor. In the event that you provide Epicor with access to your confidential data or other information and you notify Epicor of the confidential nature of such information, Epicor hereby agrees not to disclose such information to third parties. 3.2 You agree that only copies needed for backup or archival purposes will be made of the Software, provided, however, that no more than one (1) printed copy and two (2) machine readable copies will be allowed into existence by you at any one time without the prior written consent of Epicor, and that any copies of the Software are the property of Epicor. You will return the Software and any and all copies thereof to Epicor upon demand should you breach any part of this Agreement. 3.3 You agree that it shall not alter, reverse engineer or disassemble the Software, nor shall you remove any proprietary notices which appear on and in the original copy of the Software. 4. Costs; Limitations 4.1 The cost of developing and distributing any revisions or updates of the Software shall be borne by Epicor. Epicor shall not be responsible for any down time, fees of outside consultants, internal specialists, telephone, facsimile, telex or other costs incurred by you for any reason or purpose connected with the use of the Software. 4.2 You shall be responsible for payment of any and all tariffs, duties, or taxes, however designated, levied, or based on either this Agreement, any Software or your use thereof except for taxes imposed on Epicor's net income. 5. Termination 5.1 Your right to possess the Software shall immediately terminate without further action or notice at the end of the beta test period at which time you may obtain the Software or similar software from Epicor subject to any fee set forth on Attachment A, in which case such Software or similar software shall be subject to the end user license agreement included with the product. Upon termination of your right to possess the Software as set forth above you shall return the Software to Epicor and within thirty (30) days after termination certify in writing to Epicor that the original and all copies, in whole or in part, in any form, including partial copies, of the Software have been returned to Epicor. 5.2 You have the right to terminate this Agreement in accordance with Section 7 hereof. 5.3 Epicor may terminate this Agreement and/or your right to possess the Software, upon thirty (30) days prior notice to you. You shall thereupon return the Software to Epicor and make the certification set forth in Section 5.1 above. Upon receipt of the returned Software and certification by Epicor, as set forth above, this Agreement and the license created hereby shall be immediately terminated. 6. Limited Warranty 6.1 YOU ACKNOWLEDGE THAT THE SOFTWARE IS A DEVELOPMENT VERSION ONLY AND THAT EPICOR MAKES NO REPRESENTATIONS OR WARRANTY, EXPRESSED OR IMPLIED, AS TO THE SUITABILITY OR PERFORMANCE OF THE SOFTWARE AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF

6 MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE TO THE MAXIMUM EXTENT PERMITTED BY LAW. 6.2 The Software is provided "AS IS." Epicor does not warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free. You acknowledge that your potentially valuable data may be lost or damaged and that Epicor will not be responsible for the same or any incidental or consequential damages arising thereby. 6.3 YOU FURTHER ACKNOWLEDGE THAT YOU MAY NOT SUE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE SOFTWARE OR THE BREACH OF ANY EXPRESSED OR IMPLIED WARRANTIES EVEN IF EPICOR OR ITS DEALERS, DISTRIBUTORS OR AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. 7. Remedies 7.1 Epicor's entire liability and your exclusive remedy hereunder shall be as follows: If a product CD or other physical media is defective and if Epicor is unable, within a reasonable time, to deliver a replacement media which is free of defects in materials or workmanship, you may terminate this Agreement upon prior written notification to Epicor and return of the Software to Epicor and provide the certification as set forth in Section 5.1 hereof. Upon receipt of the returned Software and certification as set forth above, Epicor shall refund any monies paid to it by you hereunder for the Software. 8. General Provisions 8.1 The rights, duties, and obligations of the parties and the validity, interpretation, performance and legal effect of this Agreement shall be governed and determined by the laws of the State of California. 8.2 This Agreement may be amended only by written consent of each of the parties hereto. 8.6 Each party acknowledges that it has read this Agreement and the schedules attached to this Agreement, understands them, and agrees to be bound by their terms, and further agrees that they are the complete and exclusive statement of the agreement between the parties which supersedes and merges all prior proposals, understandings, and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement 8.4 If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. 8.5 If you are an agency or instrumentality of the United States government, the Software and documentation are commercial computer software and commercial computer software documentation and pursuant to FAR and/or DFARS (and their successors, as applicable) any and all use, reproduction and disclosure of the Software and documentation are governed by the terms of this Agreement. 8.6 Third party software providers are intended beneficiaries to this Agreement to the extent that this Agreement contains provisions that relate to your use of any such third party software. Such provisions are made expressly for the benefit of third party providers and are enforceable by such third parties in addition to Epicor.