Employee Name: David A. Tranberg

A. D. A. M. SOFTWARE, INC.

EMPLOYEE CONFIDENTIALITY, NON-DISCLOSURE
AND NON-COMPETITION AGREEMENT

(LONG FORM- KEY EMPLOYEE)

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT DESCRIBES THE BASIC LEGAL AND ETHICAL RESPONSIBILITIES THAT YOU ARE REQUIRED TO OBSERVE AS AN EMPLOYEE EXPOSED TO HIGHLY SENSITIVE TECHNOLOGY AND STRATEGIC INFORMATION.

THIS AGREEMENT, effective as of the date shown below, by and between A. D. A. M. Software, Inc. ("Employer") and you, as an employee of Employer:

SECTION 1. 
SCOPE OF DUTIES

1.1 EMPLOYMENT BY EMPLOYER AS SOLE OCCUPATION. Subject only to the exceptions provided in this Agreement, you agree to devote your full business time, attention, skill, and effort exclusively to the performance of the duties that Employer may assign you from time to time. You may not engage in any business activities or render any services of a business, commercial, or professional nature for compensation for the benefit of anyone other than Employer, unless Employer has given its consent in writing in advance. It is the policy of Employer never to allow its personnel to work for any competitive enterprise during their employment, including after hours, on weekends, or during vacation time, even if only organizational assistance or limited consultation is involved. This Agreement does not prohibit the investment of a reasonable part of your assets in the stock of a company whose stock is traded on a national stock exchange.

1.2 NONINTERFERENCE WITH THIRD-PARTY RIGHTS. Employer is employing you with the understanding that (1) you are free to enter into employment with Employer and (2) only Employer is entitled to the benefit of your work. Employer has no interest in using any other person's patents, copyrights, trade secrets, or trademarks in an unlawful manner. You should be careful not to misapply proprietary rights that Employer has no right to use.

1.3 CONTINUANCE OF EMPLOYMENT. The faithful observance of this Agreement by you is, and shall remain, a condition to your employment. YOUR EMPLOYMENT IS TERMINABLE AT WILL BY EITHER YOU OR EMPLOYER AT ANY TIME. Employer asks that as courtesy, at least two weeks' notice be given in advance of any termination by you of employment. Employer reserves the absolute right to make any changes in assignment, personnel, or employee benefits at anytime.

SECTION 2. 
OWNERSHIP OF EMPLOYEE DEVELOPMENTS

2.1 EXISTING PROPRIETARY RIGHTS. The patents, patent applications, copyrights and trademarks listed on Schedule 1 hereto, are the only intangible interests and properties that you own, or have any claim in, at the time of execution of this Agreement. IF EMPLOYEE OWNS ANY PATENTS, PATENT APPLICATIONS, COPYRIGHTS OR TRADEMARKS, THEY SHOULD BE LISTED ON SCHEDULE 1 AND ATTACHED TO THIS AGREEMENT.

2.2 OWNERSHIP OF WORK PRODUCT.

a. Employer shall own all Work Product (as defined in Section 2.2 (e)). All Work Product shall be considered work made for hire by you and owned by Employer.

b. If any of the Work Product may not, by operation of law, be considered work made for hire by you for Employer, or if ownership of all right, title, and interest of the intellectual property rights therein shall not otherwise vest exclusively in Employer, you agree to assign, and upon creation thereof automatically assign, without further consideration, the ownership of all Trade Secrets (as defined in Section 3.2), U. S. and international copyrights, patentable inventions, and other intellectual property rights therein to Employer, its successors and assigns.

c. Employer, its successors and assigns, shall have the right to obtain and hold in its or their own name copyright registrations, trademark registrations, patents and any other protection available in the foregoing.

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