[*CONFIDENTIAL TREATMENT REQUESTED]





                    TMS VSC LICENSE AGREEMENT


                             BETWEEN


                     VSC TECHNOLOGIES, LLC,
              A DELAWARE LIMITED LIABILITY COMPANY


                               AND


                           TMS, INC.,
                     AN OKLAHOMA CORPORATION




















                        October 10, 2002






                    TMS VSC LICENSE AGREEMENT

      THIS TMS VSC LICENSE AGREEMENT (the "Agreement"), made  and
entered  into as of the 10th day of October, 2002 by and  between
VSC  Technologies,  LLC,  a  Delaware limited  liability  company
("LLC") and TMS, Inc., an Oklahoma corporation ("TMS").

        WHEREAS,    contemporaneously    herewith,    Measurement
Incorporated, a North Carolina corporation ("MI"), along with TMS
and  LLC  have  entered into that certain Master  Agreement  (the
"Master  Agreement"), pursuant to which, among other things,  the
parties  agreed  that  TMS  and the LLC  shall  enter  into  this
Agreement; and

      WHEREAS, in addition to entering into the Master Agreement,
MI,  TMS and LLC have contemporaneously entered into that certain
Operating Agreement;

     NOW,  THEREFORE,  in  consideration  of  the  premises,  the
parties agree as follows:

     1.   Definitions.

          1.1. Code shall mean computer programming code and any
other machine  processable material necessary to complete the
computer programming code.

          1.2. Confidential Information shall have the meaning
given in Section 3.01 of the Master Agreement.

          1.3. Copy shall mean a material object in which a work
is fixed by  any  method now known or later developed, and from
which  the work  can be communicated, either directly or with the
aid  of  a machine or device.  The term "copy" includes the
material  object in  which a work is first fixed, including a
diskette, or a  file which  may be downloaded via any electronic
or telecommunications means.

          1.4. Documentation (in lower case) shall mean textual
and/or graphic material, perceivable directly by humans and/or
with  the aid of a device or machine, relating to a computer
program; (when capitalized) the term shall mean documentation
relating  to  the Licensed Software.

          1.5. Education Market shall mean customers (including,
but not limited to, educational testing companies, private
and governmental departments of education and colleges,
universities and similar institutions) which conduct  testing,
surveys  or otherwise collect  and/or  archive information in
or for educational systems or institutions.

          1.6. Executable Code shall mean the machine readable
form of the Code.

          1.7. Field means the market for delivering products and/or
services for the purpose of scoring and measuring the results  of
constructed  response  and  selected  response  answers   against
predefined  criteria  and  for archiving  and  exploiting  stored
images, but shall exclude the Education Market.

          1.8. Intellectual Property Rights shall mean any and all
rights to exclude existing from time to time in a specified
jurisdiction under  patent law, copyright law, moral rights law,
trade  secret law,  trademark  law, unfair competition law,  or
other  similar rights.

  1

          1.9. Item shall mean a constructed response answer to
be read or archived using the Licensed Software.

          1.10.     Licensable Activity shall mean any activity
encompassed by  one  or more Intellectual Property Rights, e.g.,
an  activity which,  absent  a  license,  would give  rise  to
liability  for infringement  (or  inducement  of  infringement
or  contributory infringement) of the Intellectual Property
Right(s).

          1.11.     License shall have the meaning given in
Section 2.1.

          1.12.     Licensed Marks shall mean those trademarks
listed in Annex  A hereto, and all other trademarks now or
hereafter  owned by LLC, relating to the Field.

          1.13.     Licensed Software shall mean the software
listed in Annex A hereto, all Improvements (as such term is
defined in  the Operating Agreement) and Modifications (as
defined in Section 3.5 thereto)  thereto and all other Program
Technology (as such  term is defined in the Operating Agreement),
relating to the Field.

          1.14.     Net Sales shall mean TMS's invoice price of
Licensed Software,  f.o.b. factory, sold or leased by TMS, less
only:  (a) sales  taxes,  shipping and/or insurance if these are
separately itemized  on  the  invoice;  and (b)  credits,
product  returns, refunds, rebates, chargebacks, retroactive
price adjustments  and any  other  reasonable allowances granted
following the  original invoice.  A Copy of Licensed Software
shall be deemed to be  sold or  leased  upon  acceptance  of the
Licensed  Software  by  the customer.   In  no  event, however,
shall Net  Sales  exceed  the amount actually paid to TMS.

          1.15.     Operating Agreement shall mean the certain
operating agreement by and among the LLC, MI and TMS of even date
herewith.

          1.16.     Person shall mean a natural person, a
corporation (for profit or not-for-profit), an association, a
partnership (general or  limited), a joint venture, a trust, a
government or political department, subdivision, or agency, or
any other entity.

          1.17.     Prescribed Term shall mean terms, conditions and
warranties implied by law and to some contracts for the supply of
goods and services which the law expressly provides:

               (a)   may not be excluded, restricted or modified;
     or

               (b)  may be excluded, restricted or modified only to a
limited extent.

          1.18.     Processor System shall mean a central processing unit
("CPU") and one or more co-processors (e.g., math or graphics co-
processors) associated with the CPU.

          1.19.     Royalty shall have the meaning given in Section 3.1.

          1.20.     Sheet shall mean two sides or two pages of a single
sheet  of  paper  whether processed in whole or in  part  by  the
Licensed Software.

          1.21.     Term shall have the meaning given in Section 4.

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          1.22.     Territory shall be the world.

          1.23.     Trademark Use means use of a Licensed Mark in
accordance with and subject to Section 2.4.

          1.24.     Transactional Agreements shall have the meaning given
in Section 1.07 of the Master Agreement.

          1.25.     Use or Using of the Licensed Software shall mean the
performance of the following steps only:

               (a)  copying some or all of a Copy of the Licensed
          Software  into  memory  accessible  by  one   or   more
          Processor Systems, solely for the purpose of making the
          Copy  accessible to that Processor System for execution
          of  the  Licensed Software (specifically not  including
          making  other Copies of the Licensed Software  in  disk
          storage or other permanent storage); and

               (b)   causing  the  User's  Processor  System   to
          execute  the  computer programs which have been  copied
          into its memory.

          1.26.     User shall mean each Person who Uses the
Licensed Software to perform VSC Services, in the Field.

          1.27.     User License shall mean a license granted by
TMS to a User to Use the Licensed Software in accordance with
Section 1.24 (a) and (b).

          1.28.     User License Agreement shall have the meaning
given in Section 2.2.

          1.29.     VSC Services shall mean the processing of
Sheets, which may  include archiving the resulting images of those
Sheets,  and reading Items utilizing the Licensed Software.

     2.   Grant of License.

          2.1. License Rights Granted.  Subject to the terms  and
conditions  of this Agreement, LLC hereby grants to TMS  and  TMS
hereby  accepts  a  non-exclusive license in the  Territory  (the
"License")  during  the  Term, under  any  and  all  Intellectual
Property  Rights owned or otherwise assertable by LLC, to  engage
in the following Licensable Activities:

               (a)  Distribution of Copies of the Licensed
                    Software to customers within the Field for the
                    sole purpose of performing VSC Services by
                    Users thereof;

               (b)  Trademark Use of the Licensed Marks; and

               (c)  Distribution of Documents for use by Users.

          2.2.  Sublicensing.  TMS shall have the right to  grant
User Licenses in the Territory, but shall have no other right  to
grant   other  sublicenses  of  the  rights  conferred  by   this
Agreement.  Prior to granting any User License, TMS  and  MI,  on
behalf  of  the  LLC,  shall agree upon a standard  User  License
agreement  (excluding  financial  terms),  which  form  shall  be
attached hereto as Annex B ("User License Agreement").

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          [***]

           3.2.  Monthly Reports.  Within twenty (20) days  after
the  end  of  each month, TMS will furnish LLC with  an  itemized
report  ("Monthly Sales Report"), signed on behalf of TMS  by  an
authorized representative of TMS, that sets forth in detail:

               (a)  the number of Copies of Licensed Software
distributed to Users in that reporting period pursuant to this
Agreement;

               (b)  the calculation of Net Sales for that reporting
period; and

               (c)  the name and addresses of each User who
provided VSC Services  in  that reporting period pursuant to  this
Agreement, which  information shall be kept confidential by LLC
pursuant  to the Master Agreement; and

               (d)  the amount due LLC for Royalties during that
reporting period.

          3.3. Annual Reports.  Within forty-five (45) days after
the  end  of  each  calendar year, TMS will furnish  LLC  with  a
consolidated  year-end report, signed on  behalf  of  TMS  by  an
officer of TMS.

               (a)  The year-end distribution report will include
year-to-date information as of the year end.

               (b)   The  year-end  distribution  report  may  be
combined  with  the final Monthly Sales Report for  the  year  in
question  under  Section  3.2 if (i) the final  Monthly  Services
Report  results  are  separately stated, and  (ii)  the  year-end
report  is  delivered on or before the time at  which  the  final
Monthly Sales Report is due.

          3.4.  Records;  Inspection Rights.  TMS  will  maintain
appropriate records of the number and location of all Copies that
it  may  make  of the Licensed Software, as well  as  records  of
services  and  deductible expenses made pursuant to  the  License
granted  hereunder. Such records shall, within  three  (3)  years
after the royalty period to which such records relate, be open to
inspection  from time to time on reasonable notice during  normal
business hours by LLC or by an independent accountant selected by
LLC and approved by TMS, which approval shall not be unreasonably
withheld.  LLC or the accountant shall have the right to  examine
the  records which relate to the computation of the Royalties  to
be  paid  under this Agreement and the accountant may report  the
findings  of  such examination of records to LLC  solely  to  the
extent of reporting the accuracy of the reports and payments made
by  TMS,  including the amount of any discrepancy, if  any.  Such
examination, however, shall not occur more than one (1) time  per
year,  unless the prior year's audit disclosed a discrepancy,  or
unless  a  cumulative  total  of  two  audits  has  disclosed   a
discrepancy, in which case such examinations may occur up to four
(4)  times per year at times and intervals selected in  the  sole
discretion  of LLC. A copy of any report provided to LLC  by  the
accountant shall be given concurrently to TMS. Any accountant  so
selected  shall  sign,  at the request  of  TMS,  an  appropriate
agreement with TMS to keep confidential all information  obtained
as  a  result  of  such  examination of records.   LLC  shall  be
responsible for all the costs associated with such audit,  unless
the examination of the accountant reveals: (i) an underpayment by
TMS  by more than ten percent (10%) of the amount actually  owing
to  LLC during any annual reporting period, or $10,000, whichever
is  greater,  in  which case TMS shall bear such costs;  or  (ii)
there is an underpayment in the period in question and the amount
of  all underpayments from all prior periods exceeds $20,000,  in
which case TMS shall bear such costs of the final audit.

[*CONFIDENTIAL TREATMENT REQUESTED]

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          3.5. Modification of Licensed Software.  TMS may modify
any  of  the  Licensed  Software  ("Modifications")  without  the
specific  written  permission  of LLC.   Modifications  shall  be
subject to Section 7.1.3 of the Operating Agreement

     4.    Term.   The term (the "Term") of this Agreement  shall
commence  upon  execution and shall continue until terminated  as
provided herein.

     5.    Disclaimer  of  Warranties and  Representations.   LLC
DISCLAIMS  ANY  AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS
(EXPRESS  OR  IMPLIED,  ORAL OR WRITTEN),  WITH  RESPECT  TO  THE
LICENSED  SOFTWARE  OR ANY PART THEREOF, INCLUDING  ANY  AND  ALL
IMPLIED  WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR  FITNESS
OR  SUITABILITY  FOR ANY PURPOSE (WHETHER OR NOT LLC  KNOWS,  HAS
REASON  TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT  AWARE
OF  ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON
OF  CUSTOM  OR USAGE IN THE TRADE, OR BY COURSE OF  DEALING.   IN
ADDITION,  LLC EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION
TO  ANY  PERSON  OTHER THAN TMS (AND ANY PERSON  CLAIMING  RIGHTS
DERIVED  FROM TMS'S RIGHTS) WITH RESPECT TO THE LICENSED SOFTWARE
OR ANY PART THEREOF.

[***]

[*CONFIDENTIAL TREATMENT REQUESTED]

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          [***]

     7.   Termination.

          7.1.  Termination.  The only cause for  termination  of
this  Agreement shall be if a party fails to perform any  of  its
obligations under this Agreement and fails to remedy said  breach
within  thirty  (30)  days after being given  written  notice  of
specific  failure or default and termination by the non-breaching
party  (MI may act on behalf of the LLC, in the case of a failure
to  pay  royalties under Section 3 or other default by TMS  under
this Agreement).

          7.2.  Effect  of Termination.  In the event  that  this
Agreement is terminated:

               (a)   any and all rights granted to TMS under this
Agreement including all sublicenses granted to Users in violation
of  the terms of this Agreement shall immediately terminate,  but
any  sublicenses granted to third parties not affiliated with TMS
that  were  granted in good faith by TMS to bona fide  purchasers
for  value  and  that were in compliance with the terms  of  this
Agreement  at  the time of such grants shall survive termination,
and such Users shall be deemed licensees to LLC;

               (b)   each  party will deliver to the other  party
within  twenty  (20)  days  of  termination  all  copies  in  its
possession   or   control  of  the  other  party's   Confidential
Information relating to this Agreement;

               (c)   TMS's  obligations to make royalty  payments
shall survive termination;

               (d)   except as specially provided herein, neither
party  hereunder  shall  be  discharged  or  relieved  from   any
liability or obligation existing prior to such termination; and

               (e)   all  Users whose sublicenses are  terminated
under  (a) above shall cease Using Licensed Software and Licensed
Marks.

           7.3  Payment of Claimed Royalties. Notwithstanding 7.1
and  7.2  above, this Agreement shall continue in full force  and
effect  as  long  as TMS delivers claimed Royalties  into  escrow
until any matters in dispute are resolved.

     8.   Miscellaneous.

          8.1.  Independent Contractor.  The parties  acknowledge
and understand that each party is an independent contractor under
this Agreement.  This Agreement shall not create nor be construed
to  create an employee/employer, agent/principal, partnership  or
joint  venture or any other relationship among TMS and LLC  other
than  that of independent contractor.  Further, no party has  any
authority  whatsoever to represent to any party that  it  is  the
other's attorney-in-fact or to act on behalf of or bind the other
party in any capacity or way with respect to this Agreement.

[*CONFIDENTIAL TREATMENT REQUESTED]

  7

          8.2.  Further  Action.  Without further  consideration,
each party hereby agrees to execute and deliver, and to cause its
officers, trustees, employees and agents to execute and  deliver,
such  other  instruments, and to take such other  action  as  the
other  party  may reasonably request to more effectively  convey,
transfer,  vest  and  put  in  possession,  the  rights   granted
hereunder, and to assist in the recordation of same as necessary,
all  in  such  form  and substances as the requesting  party  may
reasonably request.

          8.3.  Binding  Agreement.   This  Agreement  shall   be
binding  upon  and  shall  inure to  the  benefit  of  the  legal
representatives,  administrators, successors  and  any  permitted
assigns  and licensees of the parties hereto but shall  otherwise
be  non-transferable without the express written consent  of  the
non-assigning party.

          8.4.  Governing  Law.   This  Agreement  and  all  User
license  agreements shall be deemed to have been made under,  and
shall be construed and interpreted in accordance with the laws of
the State of Delaware.

          8.5. Entire Agreement.  The terms and conditions herein
contained,  including  all the annexes  hereto,  along  with  the
Transactional Agreements and all exhibits, annexes and  schedules
thereto, constitute the entire agreement between the parties  and
supersede  all  previous communications whether oral  or  written
between  the  parties hereto with respect to the subject  matters
hereof,  and no other previous agreement or understanding varying
or  extending the same shall be binding upon either party hereto.
Nothing herein shall otherwise limit any rights or obligations of
MI, TMS or LLC under the Operating Agreement.

          8.6. No Waiver.  The parties covenant and agree that if
any  party fails or neglects for any reason to take advantage  of
any  of  the terms provided for the termination of this Agreement
or  if  either party, having the right to declare this  Agreement
terminated, shall fail to do so, any such failure or  neglect  by
either  party shall not be a waiver or be deemed or be  construed
to be a waiver of any cause for the termination of this Agreement
subsequently  arising,  or  as a waiver  of  any  of  the  terms,
covenants  or conditions of this Agreement or of the  performance
thereof  unless  such breach has been cured as  provided  herein.
None of the terms, covenants and conditions of this Agreement may
be  waived  by  any party except by written consent  by  all  the
parties.

          8.7.  Amendment.  No amendment or modification to  this
Agreement  shall be effective unless it is in writing and  signed
by duly authorized representatives of both parties.

          8.8.  Counterparts.  This Agreement may be executed  in
two  or  more  counterparts, each of which  shall  be  deemed  an
original, but all of which together shall constitute one and  the
same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement by their duly authorized officers on the
date specified above.

LLC:                VSC TECHNOLOGIES, LLC

                    By:   Measurement Incorporated, Manager
                    By:   /s/ Henry H. Scherich
                          ----------------------------------
                          Henry H. Scherich, Ph.D., President

                    By:   TMS, Inc., Manager
                    By:   /s/ Deborah L. Klarfeld
                          -----------------------------------
                          Deborah L. Klarfeld, President

TMS:                TMS, INC.

                    By:
                          /s/ Deborah L. Klarfeld
                          -----------------------------------
                          Deborah L. Klarfeld, President