Subscription Plan Amendment

:
FIXED PRICE AMENDMENT
LexisNexis, a division of Reed Elsevier Inc. ("LN") and / CAUL (COUNCIL OF AUSTRALIAN UNIVERSITY LIBRARIANS)

("Subscriber") agree to amend the Subscription Agreement (the "Agreement") previously or simultaneously entered into between LN and Subscriber by adding to the Agreement the terms and conditions set forth below (the “Amendment”), effective January 1, 2006, and continuing (the “Term”).

Fixed Pricing Amendment – Evergreen/12month June 2001
NEXIS\Fixed-Evergreen / © 2001, LexisNexis, a division of Reed Elsevier Inc.
All rights reserved. Page 3 of 3

1. PLATFORM AND MENUS

1.1 In exchange for Subscriber’s monthly commitment to pay the amount set forth below to LN (the “Total Monthly Commitment”), and subject to Section 1.4 below, Subscriber will have access to and use of the materials and features available in the services, menus and/or products (“Preferred Services” and “Alternate Service,” collectively, the “Selected Services”) listed below.

preferred services
menu description / menu number / platform / number of users
Legal Service / WAALX0 / Online lexis.com nexis.comOnline and lexis.com Online and nexis.comOnline, lexis.com and nexis.com
Online lexis.com nexis.comOnline and lexis.com Online and nexis.comOnline, lexis.com and nexis.com
Online lexis.com nexis.comOnline and lexis.com Online and nexis.comOnline, lexis.com and nexis.com
Online lexis.com nexis.comOnline and lexis.com Online and nexis.comOnline, lexis.com and nexis.com
Online lexis.com nexis.comOnline and lexis.com Online and nexis.comOnline, lexis.com and nexis.com
other: Not Applicable Special Products
PRODUCT DESCRIPTION / PRODUCT TYPE / PRODUCT PLATFORM / NUMBER OF USERS / MONTHLY RATE
Custom TrackerSelf-Directed TrackerPolitical UniverseStatistical UniverseIntranet Delivery / CC: MailMS-MailGroupwiseExchangeNotes MailLotus NotesInternetnexis.com
Custom TrackerSelf-Directed TrackerPolitical UniverseStatistical UniverseIntranet Delivery / CC: MailMS-MailGroupwiseExchangeNotes MailLotus NotesInternetnexis.com
Custom TrackerSelf-Directed TrackerPolitical UniverseStatistical UniverseIntranet Delivery / CC: MailMS-MailGroupwiseExchangeNotes MailLotus NotesInternetnexis.com
alternate service
menu description / menu number / platform
Online lexis.com nexis.comOnline and lexis.com Online and nexis.comOnline, lexis.com and nexis.com
monthly service/
product commitment / MONTHLY ALTERNATE ACCESS COMMITMENT / MONTHLY SPECIAL PRODUCTS COMMITMENT / total monthly commitment
$ / $

1.2 Any partial month before the first full calendar month will be prorated at the first full calendar month’s rate.

1.3 Subscriber may elect to add additional users of the Preferred Services by notifying LN by the 20th day of a calendar month in order to be effective on the first day of the next calendar month, and Subscriber will pay the following additional per user per month rate, in addition to the Monthly Service/Product Commitment.

MENU DESCRIPTIONPRODUCT DESCRIPTION / NUMBER OF USERS / per user per month rate
$
$
$
$
$
$

1.4 During the Term, LN will review Subscriber’s actual monthly use of the Preferred Services (“Actual Use”). In the event the Actual Use exceeds an average of times the Monthly Service/Product Commitment for three (3) consecutive months, LN reserves the right to increase the Monthly Service/Product Commitment. In such event, Subscriber may, as its sole and exclusive remedy, terminate this Amendment upon ten (10) days prior written notice to LN.

1.5 At no additional charge, Subscriber may do offline printing, online printing and saving to disk of materials retrieved from the Preferred Services.

1.6 This Amendment relates only to the Subscriber billing account numbers and locations (the "Participating Billgroups") listed below. Only employees of the Participating Billgroups will be entitled to access the Selected Services. Each identification number issued will be used solely by the individual for which it was issued and will not be shared under any circumstances.

billgroup # / location (city and state) / platform
Online Service lexis.com nexis.comSpecial Product
Online Service lexis.com nexis.comSpecial Product
Online Service lexis.com nexis.comSpecial Product
Online Service lexis.com nexis.comSpecial Product
Online Service lexis.com nexis.comSpecial Product
Online Service lexis.com nexis.comSpecial Product
Online Service lexis.com nexis.comSpecial Product
Online Service lexis.com nexis.comSpecial Product

2. ADDITIONAL CHARGES

The following additional charges will apply, unless otherwise indicated.

2.1 Subscriber will pay then current rates for images and Dun & Bradstreet Reports retrieved through the Preferred Services. In the event Subscriber elects the flat rate commitment for alternate access (Section 2.2 B. below), the images will be billed pursuant to Section 2.2 B. below, and for Dun & Bradstreet Reports such charges will not apply towards the Monthly Alternate Access Cap Amount.

2.2 Subscriber may have access to and use of the LN services and features not accessed through the Preferred Services via the Alternate Service. Subscriber elects one of the following options for the Alternate Service:

A. Subscriber elects to have access to the Alternate Service and will pay the then current transactional rates.

B. Subscriber elects to have access to the Alternate Service and will pay the Monthly Alternate Access Commitment listed in Section 1.1 above for access to the Alternate Service. Each month the Monthly Alternate Access Commitment will entitle Subscriber to use of the Alternate Service, to the extent that Information Charges, if billed at then current standard undiscounted rates, would not exceed $ (the "Monthly Alternate Access Cap Amount"): If Subscriber's use of the Alternate Service for any month would result in Information Charges, if billed at then current standard undiscounted rates, in excess of the Monthly Alternate Access Cap Amount, Subscriber will pay the excess to LN in addition to the Monthly Alternate Access Commitment.

C. Subscriber elects not to have access to and use of the Alternate Service.

3. CLOSED OFFER

The offer of LN contained herein is valid until December 31, 2005. In order to implement the terms and conditions contained herein by the first day of a calendar month, LN must receive this signed Amendment by the 20th day of the preceding month.

4. CONFIDENTIAL INFORMATION

This Amendment contains confidential pricing information of LN. Subscriber understands that disclosure of the terms and conditions contained herein could cause competitive harm to LN, and will receive and maintain this Amendment in trust and confidence and take reasonable precautions against such disclosure to any third person.

5. CHANGE OF CIRCUMSTANCES

In the event of a change in Subscriber's organizational structure (i.e., mergers, acquisitions and divestitures), or there is organic growth within the organization, resulting in a significant change in the number of users of the Selected Services covered by this Amendment, LN in good faith reserves the right to adjust the amounts payable under this Amendment to reflect the change in Subscriber's use of the Selected Services.

6. ADDITIONAL TERMS

6.1 The Participating Billgroups will not be eligible for other discounts or aggregated with use of or charges for other non-participating billgroups.

6.2 During the Term, the Monthly Subscription Charges otherwise payable by Subscriber under the applicable Price Schedule will be waived.

6.3 Notwithstanding anything to the contrary set forth in the Agreement, the Agreement and this Amendment may be terminated by Subscriber except that this Amendment may be terminated by Subscriber effective (a) as of the date of any increase in the Monthly Service/Product Commitment, Monthly Alternate Access Commitment, Monthly Special Products Commitment and Total Monthly Commitment, other than an increase pursuant to Section 1.3, provided LN has received at least 10 days notice thereof from Subscriber prior to that date or (b) 10 days after LN receives notice thereof from Subscriber in the event LN discontinues any materials or features in the Preferred Services pursuant to Section 6.4 of this Amendment.

6.4 LN may discontinue offering to Subscriber any of the materials or features currently part of the Preferred Services. In that event, Subscriber may terminate this Amendment at its option pursuant to section 6.3(b).

6.5 Upon expiration or termination of this Amendment, continued use of the Selected Services by Subscriber will be billed at then current rates under the applicable Price Schedule.

6.6 All capitalized terms not defined herein will have the meanings given to them in the Agreement, including the applicable Price Schedule.

6.7 Except as expressly modified by this Amendment, all other terms and conditions of the Agreement will remain in full force and effect and unaffected by this Amendment. In the event of a conflict or inconsistencies between the Agreement and this Amendment, this Amendment will control.

Fixed Pricing Amendment – Evergreen/12month June 2001
NEXIS\Fixed-Evergreen / © 2001, LexisNexis, a division of Reed Elsevier Inc.
All rights reserved. Page 3 of 3
AGREED TO AND ACCEPTED BY:
CAUL / LexisNexis, a division of Reed Elsevier Inc.
subscriber
BY: / BY:
NAME: / NAME:
TITLE: / TITLE:
DATE: / DATE:

Modified Subscription Plan Amendment