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END USER LICENSE AGREEMENT

IMPORTANT NOTICE

READ BEFORE OPENING OR INSTALLING THIS SOFTWARE

THE SOFTWARE PRODUCT (AS DEFINED BELOW) YOU, THE USER (AND SOMETIMES REFERRED TO AS "LICENSEE"), ARE ABOUT TO INSTALL IS OWNED BY SUPPORTSOFT, INC. (SOMETIMES REFERRED TO AS "SUPPLIER") AND DISTRIBUTED TO YOU UNDER THIS END USER LICENSE AGREEMENT ("AGREEMENT") BY QWEST (SOMETIMES REFERRED TO AS "LICENSOR"). IT CONTAINS CERTAIN COMPUTER PROGRAMS, DOCUMENTATION, OR OTHER PROPRIETARY MATERIAL THAT BELONG TO SUPPORTSOFT, INC. AND ITS SUPPLIERS AND YOUR USE OF THIS SOFTWARE PRODUCT AND ANY UPDATES (AS DEFINED BELOW) IS SUBJECT TO THIS LEGALLY BINDING AGREEMENT. IN ADDITION, BY INSTALLING, COPYING, OR OTHERWISE USING ANY SOFTWARE PRODUCT UPDATES THAT YOU RECEIVE (ëëUPDATES''), YOU AGREE TO BE BOUND BY THE ADDITIONAL LICENSE TERMS THAT ACCOMPANY SUCH UPDATES. IF YOU DO NOT AGREE TO THE ADDITIONAL LICENSE TERMS THAT ACCOMPANY SUCH UPDATES, YOU MAY NOT INSTALL, COPY, OR USE SUCH UPDATES. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE "CANCEL" BUTTON, AND DO NOT INSTALL OR USE THIS SOFTWARE PRODUCT. WHEN YOU CLICK ON THE "I ACCEPT" BUTTON OR WHEN YOU OTHERWISE INSTALL OR USE ANY PART OF THIS SOFTWARE PRODUCT, YOU ARE CONSENTING TO BEING BOUND BY AND BECOMING A PARTY TO THIS AGREEMENT WHICH INCLUDES LIMITATIONS ON USE, TRANSFERABILITY, WARRANTY, AND LIABILITY. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT, LICENSOR DOES NOT AUTHORIZE YOU TO USE OR HAVE ANY LICENSE TO ANY PART OF THIS SOFTWARE PRODUCT.

This Agreement is between you and Qwest governs your use of this Software Product. The term "Software Product" means all copies of this computer program which you are accessing, installing, using, downloading, copying, or otherwise benefiting from, and any updates, modified versions, upgrades, additions, and copies of the software or Documentation (as defined below) accessed, installed, used, downloaded, copied or benefited from by you in any format, including but not limited to, in the format of a temporary plug-in, and all technical documentation provided to you related to the Software Product ( "Documentation"). The "Software Product" also includes all Updates.

1. OWNERSHIP.

This Software Product is licensed (not sold) to you; SupportSoft, Inc. or its suppliers own all copyright, trade secret, trademark, patent and other proprietary rights in the Software Product. Your license confers no title to, or ownership in, the Software Product.

2. AUTHORIZED USE.

Unless otherwise specifically provided in writing by Licensor (in which case such specified usage rights will apply), and subject to the terms of this Agreement, Licensor grants to you a nonexclusive, nontransferable, nonsublicensable, limited license to use the Software Product on a single computer for personal purposes only. You may make one (1) copy of the Software Product for back-up purposes only. This license for the Software Product may not be shared, installed or used concurrently on different computers.

3. RESTRICTIONS.

Except as may be permitted by applicable law, Licensee will not (and will not allow any third party to) (i) decompile, disassemble, or otherwise reverse engineer (except to the extent that applicable law prohibits reverse engineering restrictions) or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Software Product by any means whatsoever, (ii) remove any product identification, copyright or other notices, (iii) provide, lease, lend, use for timesharing, service bureau or hosting purposes or otherwise use or allow others to use the Software Product to or for the benefit of third parties, (iv) modify or incorporate into or with other software or create a derivative work of any part of the Software Product, (v) disseminate information or analysis (including, without limitation, benchmarks) regarding the quality or performance of the Software Product, (vi) use the output or other information generated by the Software Product (including, without limitation, output describing the structure of a software program) for any purpose other than use by the Software Product in accordance with this Agreement, or (vii) resell, sublicense, distribute, or transfer the Software Product or any component thereof to any third party. Notwithstanding anything else, SupportSoft, Inc. retains all title to, and, except as expressly licensed herein, all rights to the Software Product, all copies and derivatives thereof and all related documentation and materials. Licensee must reproduce and include the copyright notice and other proprietary notices that appear on the original Software Product on any copies and any media thereof made in accordance with the terms of this Agreement.

4. NO WARRANTY.

LICENSEE ACKNOWLEDGES THAT THE SOFTWARE PRODUCT AND DOCUMENTATION ARE PROVIDED FREE OF CHARGE, "AS IS" AND WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, AND LICENSEE AGREES THAT ALL RISKS PERTAINING TO USE OF THE SOFTWARE PRODUCT AND DOCUMENTATION, INCLUDING BUT NOT LIMITED TO RESULTS OF USE AND PERFORMANCE OF THE SOFTWARE PRODUCT ARE ASSUMED BY LICENSEE. LICENSOR AND ITS SUPPLIERS MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO THE SOFTWARE PRODUCT OR OTHER MATERIALS PROVIDED BY LICENSOR. LICENSOR AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES INCLUDING WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, TITLE, QUIET ENJOYMENT, PERFORMANCE, OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE PRODUCT IS ERROR-FREE OR THAT OPERATION OF THE SOFTWARE PRODUCT WILL BE SECURE OR UNINTERRUPTED. LICENSOR AND ITS SUPPLIERS MAKE NO REPRESENTATION OR WARRANTY AND HAVE NO LIABILITY WHATSOEVER WITH REGARD TO THE FUNCTIONING OR OPERATION OF THE SOFTWARE PRODUCT WITH OTHER EQUIPMENT OR SOFTWARE OF LICENSEE OR ANY THIRD PARTY SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR SUPPLIER OR THEIR EMPLOYEES OR AGENTS WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. SOME STATES DO NOT ALLOW THE EXLCUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE.

5. TERM AND TERMINATION.

The term of this Agreement is for the period of time Licensee has high-speed Internet service from the Licensor. Licensor may terminate this Agreement immediately upon Licensee's breach of the Agreement. Licensor may also terminate this Agreement immediately if Licensor's Software License Agreement with SupportSoft, Inc. is terminated for any reason. All provisions except Section 2 will survive termination. Upon termination, Licensee will immediately cease all use of the Software Product and return or destroy all copies of the Software Product and all portions thereof. Termination is not an exclusive remedy and all other remedies will be available whether or not this Agreement is terminated. Neither Licensor nor Supplier will be liable to Licensee for any damages arising out of termination.

6. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL SUPPORTSOFT, INC., ITS SUPPLIERS OR LICENSOR BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY, FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY, INADEQUACY, OR NON-CONFORMITY IN THE SOFTWARE PRODUCT OR FOR ANY LOSS OF USE, REVENUE OR PROFIT, LOST OR DAMAGED DATA, LOSS OF CONFIDENTIAL INFORMATION, BUSINESS INTERRUPTION, LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, OR OTHER COMMERCIAL OR ECONOMIC LOSS OR FOR ANY DIRECT, GENERAL, INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, PUNITIVE, COVER, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER RELATED TO YOUR USE, EFFECTS OF USE, OR RELIANCE UPON THE SOFTWARE PRODUCT AND DOCUMENTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. FURTHER, AND notWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER SUPPORTSOFT, INC., ITS SUPPLIERS OR LICENSOR WILL BE LIABLE OR OBLIGATED TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. SUCH LIMITATION WILL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO LICENSEE AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE. THE FOREGOING LIMITATIONS OF LIABILITY ARE INTENDED TO APPLY TO ALL ASPECTS OF THIS AGREEMENT.

7. GENERAL PROVISIONS.

7.1 Basis of Bargain. The Warranty Disclaimer and Limitation of Liability set forth above are fundamental elements of the basis of the agreement between Qwest, SupportSoft, and you. Qwest would not be able to provide the Software Product on an economic basis without such limitations. Such Warranty Disclaimer and Limitation of Liability inure to the benefit of SupportSoft.

7.2 Remedies and Legal Actions.

(a) The failure of either party to insist, in any one or more instances, upon the performance of any of the terms, covenants, or conditions of this Agreement or to exercise any right hereunder, will not be construed as a waiver or relinquishment of the future performance of any rights, and the obligations of the party with respect to such future performance will continue in full force and effect. The remedies under this Agreement will be cumulative and not alternative and the election of one remedy for a breach will not preclude pursuit of other remedies unless as expressly provided in this Agreement.

(b) Any dispute with SupportSoft, Inc. regarding this Agreement will be subject to the exclusive jurisdiction of the California state courts in and for San Mateo County, California or, if there is federal jurisdiction, the United States District Court for the Northern District of California, and the parties agree to submit to the personal and exclusive jurisdiction and venue of these courts. Such disputes will be governed in all respects by the substantive laws of the State of California, United States of America (excluding conflict of laws rules) as applied to agreements entered into and to be performed entirely within the State of California between California Residents, without regard to the U.N. Convention on Contracts for the International Sale of Goods. SupportSoft, Inc. is an express third party beneficiary of this Agreement and can enforce this Agreement as if a party hereto.

(c) All other disputes regarding this Agreement will be subject to the exclusive jurisdiction of the Colorado state courts in and for Denver County, Colorado or, if there is federal jurisdiction, the United States District Court for the District of Colorado, and the parties agree to submit to the personal and exclusive jurisdiction and venue of these courts. Such disputes will be governed in all respects by the substantive laws of the State of Colorado, United States of America (excluding conflict of laws rules) as applied to agreements entered into and to be performed entirely within the State of Colorado between Colorado residents, without regard to the U.N. Convention on Contracts for the International Sale of Goods.

(d) No action, regardless of form, related to the subject matter of this Agreement may be brought by the Licensee more than one year after the Licensee has knowledge of the occurrence which gives rise to the cause of such action.

7.3 No Export. Licensee will not remove or export from the United States or reexport from anywhere any part of the Software Product or any direct product thereof except in compliance with and with all applicable export laws and regulations, including without limitation, those of the U.S. Deparent of Commerce. Licensee warrants that it is not on the United States' prohibited party list and not located in or a national resident of any country on the United States' prohibited country list. Licensee acknowledges that the Software Product contains encryption technology, export of which is restricted by the U.S. and certain foreign laws.

7.4 Federal Procurements. This section applies to all acquisitions of the Software Product by or for the Federal Government or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement or other transaction with the Federal Government which calls for delivery or use of the Software Product by the Government. By accepting delivery of the Software Product under any such contract, grant, cooperative agreement, or as part of any such transaction, the Government agrees that the Software Product qualifies as commercial computer software and that the associated documentation qualifies as commercial computer software documentation within the meaning of the acquisition regulations and contract clauses applicable to this procurement. The terms and conditions of this Agreement are fully applicable to the Government's use and disclosure of the Software Product and documentation, and will supersede any conflicting terms or conditions.

No license of any kind is granted in the case of acquisitions which contain or are subject to the clauses FAR 52-227.19 COMMERCIAL COMPUTER SOFTWARE-RESTRICTED RIGHTS (JUNE 1987) or any other clause which purports to grant to the Government rights greater than, or additional to those, set forth in this Agreement, or which purports to impose additional requirements upon the Licensor to make the Agreement effective, unless the Licensor specifically so consents by separate written agreement. The Manufacturer is SupportSoft, Inc., 575 Broadway, Redwood City, CA 94063.

7.5 Relationship. Neither party is, nor represents itself to be, an agent, employee, partner or joint venturer of the other, nor will either party transact any business on the other's behalf, nor in any form make promises, representations or warranties that incur any liability for or on behalf of the other party.

7.6 Severability. If any covenant set forth in this Agreement is determined by any court to be unenforceable by reason of its extending for too great a period of time or by reason of it being too extensive in any other respect, such covenant will be interpreted to extend only for the longest period of time and to otherwise have the broadest application as will be enforceable. The invalidity or unenforceability of any particular provision of this Agreement will not affect the other provisions hereof, which will continue in full force and effect.

7.7 Entire Agreement; Conflict. This Agreement constitutes the complete, final and exclusive statement of the terms of the Agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions of the parties. No modification or rescission of this Agreement will be binding unless executed in writing by the party to be bound thereby. In the case of Licensor, only an employee of the Legal Affairs deparent is authorized to bind Licensor. Any different or additional terms of any related purchase order, confirmation, invoice, or similar form will have no force or effect.

7.8 Privacy. The Software Product contains features which allow Licensor to collect data from, control and/or monitor computers running the Software Product. Any data collected by Licensor will be used solely for service management and improvement activities and not for solicitation or marketing purposes. BY CLICKING "I ACCEPT" YOU CONSENT TO THE ACTIVITIES DESCRIBED IN THIS SECTION 7.8. YOU FURTHER AGREE TO WAIVE ANY CLAIM THAT MAY BE ASSERTED AGAINST LICENSOR OR SUPPORTSOFT FOR ANY HARM THAT MAY ARISE FROM OR MAY BE RELATED TO SUCH ACTIVITIES.

7.9 Encryption. The security mechanisms implemented by the Software Product have inherent limitations and Licensee must determine that the Software Product sufficiently meets its requirements.

7.10 High Risk Activity. Licensee acknowledges that the Software Product is not intended for use in connection with any high risk or strict liability activity (including, without limitation, air or space travel power plant operation, life support or emergency medical operations) and that Licensor makes no warranty and will have no liability in connection with any use of the Software Product in such situations.

7.11 Compliance with Laws. Licensee will comply with all laws and regulations applicable to this Agreement or the transactions contemplated hereby.

7.12 Audit for Compliance with Agreement. You agree that Licensor may audit your use of the Software Product for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software Product by you other than in full compliance with the terms of this Agreement Licensor may terminate this Agreement.

7.13 Assignment. You may not assign this Agreement without the prior written consent of Qwest and SupportSoft.

7.14 Trademarks. QuickCareTM and QuickConnectTM and other trademarks contained in the Software Product are trademarks or registered trademarks of Licensor in the United States and/or other countries. SupportSoft is a registered trademark or trademark of Supplier in the United States and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software Product. This Agreement does not authorize you to use Licensor's or Supplier's names or any of their respective trademarks.