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Exhibit 10.4
SOFTWARE DEVELOPMENT AGREEMENT
AGREEMENT dated as of March 30, 1998, between INTEGRATED PHYSICIAN
NETWORKS, INCORPORATED, a Delaware corporation with its principal place of
business at 0000 Xxxxx Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000
("IPNI") and D.A.S. VISUAL MEDIA CORPORATION, a New Hampshire corporation with
its principal place of business at 00 Xxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxxxxx
00000 ("DAS").
R E C I T A L S:
A. On November 1, 1996, IPNI and DAS signed a non-binding Letter of
Intent that contemplates DAS's development of certain computer programs for IPNI
and calls for both companies to enter a formal software development agreement.
B. In February 1997, IPNI and DAS discussed DAS's development of a
virtual automated call distribution system (or "VACD") computer program for IPNI
and the deposit of certain computer source code into escrow.
C. This Agreement is the software development agreement contemplated by
the Letter of Intent and the subsequent discussions. It expresses the terms and
conditions on which DAS will develop the IPNI Application, including VACD, for
IPNI.
A G R E E M E N T:
In consideration of the mutual promises set forth in this Agreement and
other good and valuable consideration, the receipt and sufficiency of which both
parties acknowledge, IPNI and DAS, intending to be legally bound, agree as
follows:
1. Accuracy of Recitals. IPNI and DAS acknowledge the accuracy of the
recitals at the beginning of this Agreement.
2. Definitions. As used in this agreement:
2.1 "CALLdesigner" means a preexisting computer program
developed and owned exclusively by DAS that (1) facilitates the customization of
video conferencing systems, (2) SCHEDULE 2.1 describes in more detail and (3)
includes all modifications and enhancements of any kind that DAS may make to
that program after the date of this Agreement.
2.2 "Code" means computer programming code and, unless
otherwise specified, includes both Object Code and Source Code.
2.2.1 "Object Code" means the machine-readable form of the
Code.
2.2.2 "Source Code" means the version of the Code that
computer programmers of reasonable skill and ability are able to read and
understand.
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2.3 "Confidential Information" means all Source Code for the
IPNI Application, the Design Specifications, the specifications and Source Code
for CALLdesigner, any other Documentation that IPNI or DAS in its sole
discretion may keep confidential and any information that IPNI may furnish to
DAS or that DAS may furnish to IPNI and expressly designate in writing as
confidential, but does not include any information in the public domain for
reasons other than a breach of this Agreement or any information that either
party must disclose after notifying the other party, and affording the other
party a reasonable opportunity to prevent the disclosure, in response to a
subpoena, any other order by any court or government agency or a litigation
discovery request.
2.4 "Design Specifications" means the specifications for the
IPNI Application set forth in SCHEDULE 2.4 and any specifications that IPNI and
DAS jointly may prepare for any modifications to the IPNI Application made under
SECTION 4.2.
2.5 "Documentation" means all materials in written, computer
readable or other form containing information about the IPNI Application that
DAS may deliver to IPNI under this Agreement, including without limitation the
Design Specifications, any user manuals or guides explaining the operation and
use of the IPNI Application and any materials useful for design or modification
of program code such as flow charts, logic manuals and principles of operation.
2.6 "Effective Date" means the date appearing on the first
page of this Agreement.
2.7 "Invention" means any idea, design, concept, technique,
invention, discovery or improvement, regardless of patentability, that DAS may
make either itself or jointly with any of its employees, any of IPNI's employees
or anyone else in the course of its development services under this Agreement.
2.8 "IPNI Application" means the computer programs that DAS is
developing for IPNI under this Agreement to facilitate video conferencing and
the interactive transmission of data and that the Design Specifications describe
in more detail, conforms in all material respects to the Design Specifications
and includes CALLdesigner, VACD and all modifications and enhancements of any
kind that DAS or IPNI may make to any or all such computer programs after the
date of this Agreement.
2.9 "IPNI Option" means an option to purchase one share of
IPNI's $0.01 par value common stock, in accordance with the form of option
agreement that IPNI sent to DAS on April 22, 1997, at any time after the date of
this Agreement.
2.10 "Letter of Intent" means the letter of intent that IPNI
and DAS signed on November 1, 1996.
2.11 "VACD" means the virtual automated call distribution
computer program developed by DAS that SCHEDULE 2.11 describes in more detail
and that includes all modifications and enhancements of any kind that DAS may
make to that program after the date of this Agreement.
2.12 "VACD Sales" means DAS's gross revenue from the license,
sale, rental or other disposition, in either Object Code or Source Code form, of
VACD or any other automated call distribution
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system based on VACD, including without limitation all amounts received as
license fees, royalties or other similar charges, but excluding any charges for
programming, maintenance and support services, installation, training, sales and
use taxes and other non-license fee or nonroyalty expenses that DAS, in good
faith and in accordance with both DAS's customary practices and practices
customary in DAS's industry, may itemize and state separately on the invoices it
sends to its customers.
3. Development Services. On the terms and conditions of this Agreement,
IPNI engages DAS, and DAS accepts IPNI's engagement, with respect to the IPNI
Application. IPNI acknowledges that DAS already has delivered a final version of
the IPNI Application to IPNI. By executing this Agreement, IPNI accepts that
version. IPNI's acceptance, however, shall not affect DAS's obligations under
SECTIONS 4.1 and 8.2 of this Agreement. Except for the Source Code for
CALLdesigner and VACD, which DAS agrees to deliver into escrow under a separate
escrow agreement acceptable in form and content to both IPNI and DAS, DAS shall
deliver all Code for the IPNI Application and all Documentation contemplated by
the Design Specifications to IPNI within ten days after the date of this
Agreement.
4. Maintenance and Modifications.
4.1 Maintenance. DAS shall correct, at no charge to IPNI, any
bugs in the IPNI Application, as accepted by IPNI under SECTION 3.3, that
prevent the IPNI Application from conforming in all material respects to the
Design Specifications. DAS's obligations under this SECTION 4.1 shall not extend
to any computer programs not developed by DAS or to any correction or
modification necessitated by changes in the IPNI Application made by any person
other than DAS or its authorized representatives or agents or in any computer
systems or other hardware with which DAS designed the IPNI Application to
operate occurring after IPNI's acceptance under SECTION 3.2 of the portion of
the IPNI Application requiring such a correction or modification.
4.2 Initial Modifications. Within a timeframe reasonably
acceptable to both IPNI and DAS, DAS shall deliver to IPNI a fully-tested
version of the IPNI Application that incorporates the fixes and enhancements
listed in SCHEDULE 4.2.
4.3 Additional Modifications. As long as this Agreement
remains in effect, DAS shall use its best efforts make such modifications to the
IPNI Application as IPNI reasonably may request in writing, including without
limitation any modifications necessary to meet the specific needs of any IPNI
customer or to adapt the IPNI Application for use in any particular industry or
profession. If IPNI so requests, DAS shall assist IPNI, at IPNI's sole cost and
expense, determined in accordance with SECTION 5.2, in preparing Design
Specifications for each modification that IPNI requests under this SECTION 4.3.
DAS shall complete each such modification within a timeframe reasonably
acceptable to both IPNI and DAS. DAS shall perform all services required by this
SECTION 4.2 at a cost determined in accordance with SECTION 5.2 to the
reasonable satisfaction of both IPNI and DAS. As long as both parties act
reasonably and in good faith, their failure mutually to agree upon the terms and
conditions of any requested modification shall not be deemed a breach, violation
or default of this Agreement by either party.
4.4 Acceptance. After DAS delivers each modification of the
IPNI Application in accordance with SECTION 4.2 OR 4.3, IPNI may conduct such
tests to the Object Code version of the IPNI Application as it deems appropriate
to confirm that the IPNI Application and Documentation conform to the
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Design Specifications in all material respects and contain no material errors or
defects. IPNI must notify DAS in writing of its acceptance or rejection of each
such modification within seven business days after receipt. If it rejects the
modification, IPNI shall give DAS a written explanation of the reason for its
rejection. DAS shall correct any material nonconformities with the Design
Specifications, and any material errors or defects identified by IPNI, and
resubmit any rejected items within seven business days after IPNI's rejection.
IPNI again may test any portions of the IPNI Application or Documentation that
DAS resubmits, and communicate its acceptance or rejection of those items in
writing within seven business days after delivery, all in accordance with this
SECTION 4.4. DAS may deem IPNI's failure to reject either its initial delivery
or any subsequent resubmission within the seven business days allowed by this
SECTION 4.4 as an acceptance of the final version of the modification.
5. Compensation.
5.1 Initial Development of the IPNI Application. As the sole
compensation for DAS's services under SECTION 3 and 4.2 of this Agreement
through February 28, 1998, IPNI shall pay DAS a fee of $505,112.50 and issue
187,038 IPNI Options to DAS, all in accordance with this SECTION 5. DAS
acknowledges that it already has received payments totalling $477,112.50, and
IPNI shall pay DAS the $28,000.00 balance of its fee upon closing a venture
capital transaction involving an investment in IPNI of $3,000,000 or more or on
April 30, 1998, whichever occurs first. IPNI shall ensure that DAS receives all
187,038 IPNI Options within ten business days after the date of this Agreement.
Notwithstanding any contrary provision in any IPNI Options granted to DAS before
the date of this Agreement, IPNI agrees that all IPNI Options, including without
limitation all IPNI Options that IPNI issued to DAS on November 5, 1996, will
vest on the date of this Agreement. As the sole compensation for DAS's services
under SECTIONS 3 and 4.2 of this Agreement between February 28 and March 31,
1998, IPNI shall pay DAS $75.00 and issue 25 IPNI Options to DAS for each hour
that a DAS programmer may devote to those services, all in accordance with
invoices furnished by DAS that describe DAS's services, including the number of
hours spent by its programmers, in reasonable detail. IPNI shall pay DAS on an
agreed project fee basis, based on functional specifications prepared by IPNI in
consultation with DAS, or at a negotiated hourly rate that shall not exceed
$120.00 for any services that DAS still must perform under SECTION 3 after April
1, 1998.
5.2 Subsequent Modifications of the IPNI Application. As the
sole compensation for DAS's services in making any modifications contemplated by
SECTION 4 of this Agreement for IPNI or any subsidiary in which IPNI owns a
majority ownership interest, IPNI shall pay DAS based on rates consistent with
what DAS then charges its best customers for similar services. IPNI shall pay
DAS on a project fee basis, based on functional specifications prepared by IPNI
in consultation with DAS, or at a negotiated hourly rate reasonably acceptable
to both IPNI and DAS for all other services under SECTION 4.2, including without
limitation any modifications to the IPNI Application that IPNI may request DAS
to make for any third party. For all such services, DAS shall furnish IPNI with
invoices that describe DAS's services, including the number of hours its
programmers spend in performing the services, in reasonable detail. Unless IPNI
and DAS agree otherwise in writing, IPNI shall pay each invoice within ten
business days after receipt. If IPNI fails to pay any such invoice when due, DAS
may suspend any further performance of services under this SECTION 5.2 until
IPNI pays the invoice and may exercise any other remedies available at law or in
equity.
6. Ownership, Rights and Restrictions.
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6.1 IPNI Applications. Subject to DAS's ownership rights under
SECTION 6.2 of this Agreement: IPNI and DAS agree that (1) IPNI is the sole
owner of the IPNI Application, which is a work made for hire by DAS for IPNI,
and the sole owner of all United States and international copyrights in the IPNI
Application; (2) by executing and delivering this Agreement to IPNI and by
developing and delivering to IPNI any Code or Documentation under this
Agreement, DAS automatically assigns to IPNI ownership of all United States and
international copyrights in all such Code or Documentation to the full extent
that such Code or Documentation, by operation of law, may not constitute a work
made for hire by DAS for IPNI; and (3) by executing this Agreement, DAS assigns
to IPNI all Inventions, together with a right to seek patent protection for and
to claim all rights or priority under each such Invention, and agrees to
cooperate with IPNI's reasonable instructions in seeking patent or other
appropriate intellectual property protection under the laws of any jurisdiction.
6.2 CALLdesigner and VACD. Notwithstanding SECTION 6.1, IPNI
acknowledges and agrees that DAS is the sole owner of, and shall retain the
underlying copyright, patent, trade secret and all other propriety rights to,
(1) all Code (including without limitation all modules, routines, subroutines,
Source Code, programming notes, Documentation and related materials and
worldwide copyright registration rights) for CALLdesigner, VACD and, except for
the IPNI Application, all derivatives of either program (which IPNI and DAS
agree do not include the IPNI Application), all of which are pre-existing works
belonging to DAS. By executing this Agreement, DAS grants IPNI a non-exclusive
worldwide right and license, in perpetuity and on a royalty-free basis, under
any patents, copyrights or other intellectual property rights to all program
logic and routines from CALLdesigner and VACD in the IPNI Application that DAS
may own, or with respect to which DAS may have a right to grant such a right and
license, to the full extent necessary to enable IPNI to exploit the IPNI
Application and to make, use and sell products and services based on or
incorporating the IPNI Application in its entirety, either in the form in which
DAS delivers and IPNI accepts the IPNI Application under SECTION 3 or as IPNI or
DAS may modify or adapt the IPNI Application in any way after the date of this
Agreement. IPNI may exercise the rights granted under this SECTION 6.2 only with
respect to the Object Code version of the entire IPNI Application and may not
sell, license or otherwise exploit any part of CALLdesigner or VACD as an
independent routine, utility or Code. For as long as IPNI may exercise its
rights under this SECTION 6.2, DAS may not use or allow anyone else to use VACD
as part of any product or service that materially resembles or competes directly
with the IPNI Application and incorporates any other Code that DAS developed for
the IPNI Application under this Agreement.
6.3 License For Certain Program Logic and Routines. By
executing this Agreement, IPNI grants DAS a nonexclusive worldwide right and
license, in perpetuity and on a royalty-free basis, to use any Code from the
IPNI Application that is IPNI's property under SECTION 6.1 in other products
that DAS may develop after the date of this Agreement, but only as long as (1)
DAS does not use substantially all such Code in any such product and (2) DAS
does not use any such Code in any product that DAS may develop for use in the
health care industry, both human and nonhuman, or in any other industry,
profession or field of endeavor in which IPNI commercially introduces the IPNI
Application before DAS develops the product. The restrictions in this SECTION
6.3 shall not apply to CALLdesigner, VACD or any development tools that DAS may
have developed before the date of the Letter of Intent.
6.4 Confidentiality. DAS and IPNI each agree to keep all
Confidential Information
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belonging to the other in strict confidence and to use all such Confidential
Information only for purposes of performing its obligations under this
Agreement. In doing so, DAS and IPNI each shall employ measures at least as
protective as the measures it may use to protect its own Confidential
Information, and shall limit access to Confidential Information only to
employees and others who have entered confidentiality agreements that include an
obligation to keep Confidential Information confidential.
6.5 Agreements with Employees and Others. DAS shall obtain and
keep in effect a written agreement with each employee and each other individual
participating in any of DAS's development services under this Agreement that
contain terms sufficient to enable DAS to comply with all provisions of this
Agreement and to support all grants, assignments and licenses of rights and
ownership under this Agreement. When it delivers Documentation to IPNI under
SECTION 3, DAS shall include a list of all individuals involved in the
development of the IPNI Application, a list of all materials furnished by third
parties that DAS used in the development of the IPNI Application and copies of
all DAS's agreements with those individuals and third parties. As long as this
Agreement remains in effect, IPNI will not engage or solicit employment or
services of any DAS employee without DAS's prior written consent in each case.
6.6 Further Assurances. After the date of this Agreement, IPNI
and DAS each shall take such actions and execute and deliver such documents or
instruments, including without limitation such further assignments, as the other
may consider necessary or appropriate, in its reasonable discretion, to give
effect to its ownership and other rights under this Agreement.
7. VACD Royalty. DAS acknowledges that IPNI funded the development of
VACD. In consideration of IPNI's funding, DAS agrees to pay IPNI a royalty equal
to 7.5% of DAS's VACD Sales.
7.1 Payment. DAS shall pay IPNI all royalties that may accrue
under this SECTION 7 in each calendar quarter within forty-five days after the
quarter ends. With each royalty payment, DAS shall send IPNI a written report in
reasonable detail of its VACD Sales.
7.2 Records and Audit. For each calendar quarter, DAS shall
keep complete books and records relating to its VACD Sales and the information
presented in the reports required by SECTION 7.1 and shall maintain those books
and records, in a manner that clearly differentiates between DAS's VACD Sales
and revenue from all other sources, for at least three years after the quarter
ends. Upon IPNI's reasonable request, IPNI may have an independent auditor
examine any books and records relevant to the calculation of VACD Sales during
DAS's normal business hours to verify DAS's royalty payments and statements. If
any such examination discloses that DAS has not paid the full amount required by
this Agreement for any quarter, DAS promptly shall pay IPNI the amount of any
shortfall plus interest at a monthly rate of one percent from the date on which
the shortfall was due through the date of payment. If any such examination
discloses a shortfall of more than five percent of the amount due during the
period under audit, DAS also shall reimburse IPNI for any reasonable auditing
expenses that IPNI may have incurred in connection with the examination.
8. Representations and Warranties.
8.1 Ownership Rights. DAS represents and warrants to IPNI
that: (1) DAS is and will be the sole author of the IPNI Application; (2) DAS
has and will have full and sufficient right to assign or grant
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all rights and licenses set forth in this Agreement; (3) no portion of the IPNI
Application infringes or will infringe any copyrights, trademarks, other
intellectual property rights or, to the best of DAD's knowledge, any patents of
any third party or give rise to any claim of misappropriation of trade secrets;
and (4) no such claim of infringement or misappropriation is pending against DAS
(or, to the best of DAS's knowledge, any individual or entity from whom DAS has
obtained any rights granted under this Agreement) on the date of this Agreement.
8.2 Work Product. DAS represents and warrants to IPNI that:
(1) DAS will prepare the IPNI Application in a workmanlike manner with
professional diligence and skill; (2) DAS will use its best efforts to ensure
that the IPNI Application will function on the machines and with the operating
systems and other computer programs for which it is designed; (3) the IPNI
Application will conform in all material respects to the Design Specifications
and remain free from material bugs; (4) DAS has performed and will perform all
services required by this Agreement in compliance with all applicable laws; (5)
IPNI has provided DAS with all information that DAS deems necessary as of the
date of this Agreement to provide the IPNI Application and the services
contemplated by this Agreement; (6) DAS is aware of the purposes for which IPNI
is procuring the IPNI Application; (7) the IPNI Application is suitable for, and
will accomplish, all those purposes; (8) the IPNI Application accurately will
store, display, process, provide and receive data from, into and between the
twentieth and twenty-first centuries, including all leap year calculations; and
(9) the IPNI Application does not and will not contain any viruses, devices or
routines of any kind, including without limitation any back-doors, time-bombs or
drop-dead devices, that may disable, disrupt or provide unauthorized access to
the IPNI Application, any other software or data, any computer systems on which
the IPNI Application may be installed or any other computer equipment with which
those systems may communicate, disable, erase or otherwise harm any software or
data or perform any other similar actions.
8.3 Representations and Warranties of IPNI. IPNI represents
and warrants to DAS that, as of the date of this Agreement, (1) the aggregate
authorized capital stock of IPNI consists of 10,000,000 shares of common stock,
$0.01 par value (the "IPNI Common Stock"), of which 6.293,643 shares are
currently outstanding, and 2,000,000 shares of $0.001 par value preferred stock
(the "IPNI Preferred Stock"), of which no shares are currently outstanding; (2)
the IPNI Common Stock and the IPNI Preferred Stock represent the only classes of
capital stock of IPNI; (3) IPNI's sole subsidiary or affiliate is IPNI Medical
Education Corporation; (4) as of the date of this Agreement, a total of
1,831,038 options have been granted and no options have been exercised under the
IPNI Stock Option Plan; and (5) all options accumulated on all DAS work invoices
to IPNI to purchase IPNI Common Stock granted or to be granted to DAS, if
exercised by DAS on the date of this Agreement, will represent 2.3% of the total
authorized IPNI Common Stock on a fully diluted basis.
9. Indemnity.
9.1 By DAS. DAS agrees to indemnify, defend and hold IPNI
harmless against any claims or liabilities of any nature (including reasonable
attorneys' fees) that IPNI may incur as a result of DAS's breach of any
representation, warranty or covenant contained in this Agreement.
9.2 By IPNI. IPNI agrees to indemnify, defend and hold DAS
harmless against any claims or liabilities of any nature (including reasonable
attorneys' fees) that DAS may incur as a result of
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IPNI's breach of any representation, warranty or covenant contained in this
Agreement.
10. Term and Termination. This Agreement shall take effect when
executed by both DAS and IPNI and remain in effect until either party terminates
this Agreement in accordance with SECTION 10.1.
10.1 Right to Terminate. Either party may terminate this
Agreement if the other party violates any material term of this Agreement and
then fails to cure the violation within thirty days after receiving a written
notice that describes the violation in reasonable detail.
10.2 Effect of Termination. The termination of this Agreement
shall end all rights granted and obligations created by this Agreement except
for any outstanding monetary obligations, any rights or obligations that
expressly survive the termination of this Agreement and both parties' rights and
obligations under SECTIONS 2, 6 through 9 and 11, all of which shall survive
indefinitely.
11. Miscellaneous.
11.1 Absence of Third Party Beneficiaries. Unless this
Agreement expressly provides otherwise, neither party intends any provision of
this Agreement to confer upon or give to any person other than DAS and IPNI any
rights, remedies or other benefits.
11.2 Assignment. DAS may not assign any of its rights or
delegate any of its obligations under this Agreement without IPNI's prior
written consent, which IPNI shall not withhold or delay unreasonably. IPNI may
assign its rights and delegate its obligations under this Agreement to any third
party who agrees in writing to comply with this Agreement and perform all
obligations that this Agreement may impose on IPNI. No such assignment, however,
will relieve IPNI of its obligations to DAS under this Agreement.
11.3 Attorneys' Fees. The prevailing party in any action
arising from this Agreement may recover its reasonable attorneys' fees and costs
from the losing party.
11.4 Complete Understanding. This Agreement and the
accompanying Software Escrow Agreement constitute the entire Agreement between
the parties, and supersede and replace all prior written or oral understandings
or agreements regarding its subject matter, including without limitation the
Letter of Intent and the parties' subsequent discussions. No amendment to or
modification of this Agreement will bind either party unless it is in writing
and signed by duly authorized representatives of both parties.
11.5 Construction. The parties executed this Agreement after
arms-length negotiations, and its terms are not to be construed against either
party.
11.6 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
11.7 Disclaimer of Agency. IPNI and DAS each acknowledge that
the parties to this Agreement are independent and not partners or coventurers.
Neither party may act as agent or legal representative, enter any contract or
make any warranty or representation on behalf of the other as to any
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matter. Neither party shall be bound by the acts or conduct of the other.
11.8 Governing Law. The laws of the State of Arizona will
govern this Agreement and its interpretation, without reference to conflict of
laws principles.
11.9 Notices. All notices and other communications that this
Agreement requires or permits shall be written and considered effective when
sent by registered or certified mail, return receipt requested and postage
prepaid, or hand-delivered and confirmed to the appropriate party at the address
noted on the first page of this Agreement, unless the receiving party designates
a different address by giving notice in accordance with this SECTION 11.9.
11.10 No Waiver. The failure of either party to enforce any
provision of this Agreement shall not be deemed a waiver of that provision or
any other available right or remedy.
11.11 Severability. If any court of competent jurisdiction
finds any provision of this Agreement to be invalid, illegal or unenforceable,
the remainder of this Agreement shall remain valid and enforceable according to
its terms.
11.12 Warranty of Authority. By signing this Agreement, each
person executing this Agreement on behalf of any party warrants that he or she
has the full authority to do so.
INTEGRATED PHYSICIAN NETWORKS, D.A.S. VISUAL MEDIA
INCORPORATED CORPORATION
By: By:
------------------------ ------------------------
Its Its:
------------------------- -----------------------
Date: Date:
----------------------- -----------------------
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SCHEDULE 2.1
[DETAILED DESCRIPTION OF CALL DESIGNER]
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SCHEDULE 2.4
[IPNI APPLICATION DESIGN SPECIFICATIONS]
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SCHEDULE 2.11
[DETAILED DESCRIPTION OF VACD]
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SCHEDULE 4.2
[LIST OF INITIAL MODIFICATIONS]
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DOCUMENT SUMMARY SHEET
THIS SUMMARY SHEET MUST BE ATTACHED TO YOUR DOCUMENT
CVC
SERVER 3
CREATION DATE/TIME: March 30, 1998 10:54am OPERATOR: dkm
Software Development Agreement (5th version)
IPNI
WP FILENAME: I:\WPDATA\CVC\IPNI\SOFDEV5.WPD
REVISION
DATE/TIME OPERATOR SPELLCHECK
3/30/98 3:11pm dkm yes
