Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

At November 8, 2002, 11,765,108 common stock of the registrant were outstanding.

1

TIMBERLINE SOFTWARE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 
(Amounts in thousands)

2. Recent accounting pronouncements

Net Revenue. Net revenue for the three months ended September 30, 2002 increased 6 percent compared to the same period in 2001 due to an increase in both software license revenue and service fee revenue. Software license revenue in the third quarter last year was adversely affected as a result of the terrorist attack on September 11, 2001. Software license revenue in the third quarter of 2002 was impacted by the uncertainty surrounding the recovery of the U.S. economy, which we believe has caused many prospective buyers and customers to delay their software purchasing decisions. However, software license revenue increased 5 percent over the third quarter last year and increased 39 percent over our software license revenue for second quarter of 2002. Part of the increase in software license revenue was due to the release of our Project Management and Buyout applications at the end of August, which are key applicatio ns in our integrated Project Management suite of products. License revenue from the Project Management and Buyout applications amounted to $800 during the three months ended September 30, 2002. Some of our ongoing sales initiatives also contributed to the increase in software license revenue. Our Service Management applications for the specialty contractor market, generated $222 more in software orders during the third quarter of 2002 than we generated in the same period in 2001. Our telesales group, established in July 2001 to sell new or additional uses of our software applications to our user base, generated $180 more in software license revenue than in the third quarter of 2001. We also had an initial Estimating software order from one of the largest contractors in the U.S., to enhance their construction estimating process throughout their company.

Service fee revenue for the three months ended September 30, 2002 increased 7 percent over the comparable period in 2001, primarily due to a $550 increase in revenue from maintenance and support service plans. This recurring source of revenue from our users accounted for 88 percent and 87 percent of our service fee revenue for the three months ended September 30, 2002 and 2001, respectively. We also had a $164 increase in consulting revenue, but this was partially offset by a $62 decline in training revenue.

For the nine month period ended September 30, 2002, software license revenue declined 18 percent compared to the same period in 2001, primarily due to the economic uncertainty in 2002, as discussed above. Partially offsetting the effect of this on our software license revenue were positive gains from some of our sales initiatives. For the first nine months of 2002, software orders attributed to our Service Management applications and our telesales group increased $372 and $521, respectively, over the comparable period in 2001. Also, as mentioned above, the release of our Project Management and Buyout applications in August 2002 and the initial order in September 2002 for estimating software to a large construction company partially offset the decline in software license revenue from new users.

For the nine month period ended September 30, 2002, service fee revenue also increased, primarily due to the increase in revenue from maintenance and support service plans. Revenue from service plans increased $2,626 during the first nine months of 2002 compared to the same period in 2001 primarily due to a 13 percent increase in service plan billings in 2002 compared to 2001. Consulting revenue during the first nine months of 2002 increased $611 over the comparable period in 2001, primarily due to an expansion of our consulting practice and a large consulting engagement related to a software order in the fourth quarter of 2001. For the nine months ended September 30, 2002, training revenue declined 24 percent, or $269 compared to the first nine months of 2001, primarily due to lower software license revenue in 2002.

Cost of Revenue. For the three months ended September 30, 2002, cost of revenue, as a percentage of net revenue, increased over the same period in 2001, primarily due to an increase in royalties and amortization of capitalized software development costs. Royalty costs for the three months ended September 30, 2002 increased $353 over the same period in 2001, primarily because of increased royalties related to the SQL database engine embedded into our software products.

Amortization of capitalized software development costs increased $84 to $394 for the three months ended September 30, 2002 compared to $310 for the same period in 2001. This increase was due to increased amortization as a result of the release of new products introduced in 2002, primarily our Project Management and Buyout applications which were released in August 2002.

For the nine months ended September 30, 2002, cost of revenue, as a percentage of net revenue, increased over the comparable period in 2001, primarily due to an increase in amortization of capitalized software development costs and royalty costs. Amortization of capitalized software development costs increased $507 to $1,319 for the nine months ended September 30, 2002 compared to $812 for the same period in 2001. Part of the increase is due to the amortization of capitalized software costs on new products released in 2002, which increased our amortization expense by $271 during the first nine months of 2002. Additionally, during the second quarter of 2002, we determined that we could combine the feature set of our two service products into one code set, thereby saving significant future development costs of maintaining two separate products. Eliminating one of these products resulted in a $300 write-off of unamortized capitalized software costs during the nine months ended Se ptember 30, 2002. Royalty costs for the nine months ended September 30, 2002 increased $676 over the same period in 2001. As mentioned above, the increased royalties was primarily for royalties related to the SQL database engine embedded into our software products.

Operating Expenses. Operating expenses increased $138, or 1 percent to $13,367 for the three months ended September 30, 2002 from $13,229 for the same period in 2001. Capitalized software development costs, which reduce our operating expenses, amounted to $398 in the third quarter of 2002 compared to $1,170 in the third quarter of 2001. Excluding the amount of software development costs capitalized, operating expenses in the third quarter of 2002 decreased $634 from the third quarter last year. Operating expenses in the current period included a one-time charge of $420 related to a reduction in force in August, which was partially offset by $239 in reduced personnel costs for a portion of the current quarter as a result of this action. The reduction in force is expected to reduce our personnel costs by approximately $480 per quarter commencing in the fourth quarter of 2002. Most of the other reduction in operating expenses was due to the cost reduction measures we implemented in November 2001, which included a small reduction in force, an across-the-board wage reduction, the subleasing of some office space we are currently leasing, and other cost saving measures. In 2001, we also incurred outside consulting expenses related to the re-engineering of our product development process, which we did not incur in 2002.

For the nine months ended September 30, 2002, operating expenses decreased 1 percent to $38,353 from $38,581 for the same period in 2001. Capitalized software development costs, which reduce our operating expenses, amounted to $2,085 in the nine month period ended September 30, 2002 compared to $3,706 in the same period of 2001. Excluding the amount of software development costs capitalized, operating expenses for the first nine months of 2002 decreased $1,849 compared to the same period a year ago. The reduction in expenses was primarily due to the same reasons discussed above.

For the three month and nine month periods ended September 30, 2002, client services expenses decreased primarily due to lower personnel and training costs and lower outside service costs. As a percentage of service fee revenue, client services expenses declined to 36 percent for the three months ended September 30, 2002 compared to 41 percent in the same period for 2001. For the nine months ended September 30, 2002, this percentage was 35 percent compared to 43 percent for the comparable period in 2001.

18

Income taxes. Our provision for income taxes includes the benefit to be realized from research tax credits, including the benefit of research tax credit carryforwards. While we believe the amount of the research tax credit is proper, the credit is subject to challenge by the taxing authorities. If the credit we have recognized is more than what the taxing authorities allow, additional income tax expense may be recognized in subsequent years. We also believe the tax credit carryforward benefit will be realized in subsequent years; however, the extent to which the benefit will be realized depends on the level of our future profitability and our ability to use such credits prior to their expiration. If we are not able to realize the full benefit of the tax credit, additional income tax expense may be required in subsequent years.

From time to time, we may make forward-looking statements as such term is defined in the Federal securities laws. The following risks and uncertainties, among others, should be considered in evaluating our forward-looking statements. Factors that may cause actual results to differ materially from those contained in such forward-looking statements are as follows:

Competition. The computer software market is highly competitive and subject to change because of the rapid technological changes in the computer industry. The number of software vendors with which we compete varies from product to product and from region to region within the United States. Although we believe we are a major supplier of accounting and cost estimating software for the construction and real estate industries, and that there are economical and technological barriers to discourage new specialty software vendors from entering into our segment of the software market, there can be no assurance that larger, well-known software developers will not target this segment of the market. Such competitors are considerably larger, more diversified, and have greater financial and other resources and enjoy greater brand recognition for their products than ours.

19

We must also compete with other larger, well-known software developers for the hiring and retention of highly qualified technical personnel. As a result, we may have to expend additional financial resources to hire and retain qualified technical personnel. If we are not able to secure the services of employees with the level of technical expertise we require, the development of new products would likely be delayed and would result in a decrease in the quality of new software products and enhancements to our existing software products. A delay in the development, or failure to maintain the quality of our new software products would likely have a material adverse effect on our financial position, results of operations and cash flows.

Dependence on Microsoft Operating System: Obsolescence and Technological Changes. We are a specialty software developer, an industry characterized by rapid technological change. Our software is designed to work with specific operating systems developed by Microsoft Corporation. If substantial changes are made to those operating systems or if new operating systems are adopted, our software products may not function properly, necessitating that we invest additional resources to adapt our software to those changes. Also, other operating systems may be introduced on which our software may not function, which may also cause additional resources to be expended which would otherwise be devoted to improving our software or developing new software.

To remain competitive, we must continue to make substantial expenditures for product development. Although we plan to continue to enhance our existing products and to develop new products, our competitors may develop products with superior capabilities and/or market their products more effectively at lower prices, by "bundling" their software with other software or through other methods. We believe our existing software products are widely accepted in our segment of the marketplace. However, a delay in the release of new products or modifications to existing products, or a delay in the acceptance by the marketplace of any new products or modifications to existing products, could similarly delay the recognition of revenue, or have an adverse effect on our revenue and earnings.

Substantial Dependence on a Single Industry. Because we sell a large majority of our software products and services to the construction industry, adverse economic conditions in that industry could have a material adverse effect on our revenue and earnings. The construction industry is particularly sensitive to a significant increase in interest rates, which in the past has resulted in substantial financial distress across the industry. In addition, a downturn in general economic conditions in the United States could adversely affect the construction industry.

Product Protection. We regard our software as proprietary and attempts to protect it by relying upon copyrights, laws protecting trade secrets, internal nondisclosure agreements and transferability restrictions incorporated into our software license agreements. We believe the risk of unauthorized transfers of our proprietary information is reduced because program source listings are not released to third parties. Despite these restrictions, it may be possible for competitors or users to copy aspects of our products or to obtain information which we regard as proprietary. Our competitive position could be adversely affected by unauthorized use of our proprietary information. Third parties may also assert infringement or other claims against us with respect to any existing or future products. Litigation to protect our proprietary information or to determine the validity of any third-party claims could result in significant expense to us and, whether or not such litigation is determined in our favor, divert the efforts of our technical and management personnel from further development and support of our software products.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risk for changes in interest rates is primarily related to our cash and temporary cash investments balances. Additionally, we have a subsidiary company in Australia, which exposes us to foreign currency fluctuations. We believe that our exposure to changes in interest rates and foreign currency fluctuations are not material to our operating results or cash flows. There has not been any material change in the market risk disclosures contained in our Annual Report on Form 10-K for the year ended December 31, 2001.

Item 4. Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) as of a date within 90 days prior to the filing of this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms.

Subsequent to the date of this evaluation, there have not been any significant changes in our internal controls or, to our knowledge, in other factors that could significantly affect our internal controls.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

I, Curtis L. Peltz, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Timberline Software Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

I, Carl C. Asai, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Timberline Software Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

24

In connection with the Quarterly Report of Timberline Software Corporation (the "Company") on Form 10-Q for the period ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Curtis L. Peltz, President, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

This Agreement is dated effective as of July 16, 2002 and amends and restates an earlier agreement dated effective as of April 24, 2001 (the "Prior Agreement") and is entered into by and between Timberline Software Corporation, an Oregon corporation ("TIMBERLINE") having its principle place of business at 15195 NW Greenbrier Parkway, Beaverton, Oregon and Curtis L. Peltz (the "Executive").

WHEREAS, TIMBERLINE considers the retention of its chief executive officer to be essential to protecting and enhancing the best interests of TIMBERLINE and its shareholders; and

WHEREAS, the Executive has made and is expected to make, due to Executive's intimate knowledge of the business and affairs of TIMBERLINE, its policies, methods, personnel and problems, a significant contribution to the profitability, growth and financial strength of TIMBERLINE; and

WHEREAS, TIMBERLINE, as a publicly held corporation, recognizes that the possibility always exists that a Change in Control may occur and that such possibility, and the uncertainty and questions which it may raise, particularly for that person serving as the chief executive officer of a publicly held corporation, may result in the departure or distraction of the Executive in the performance of the Executive's duties to the detriment of TIMBERLINE and its shareholders; and

WHEREAS, Executive is willing to remain in the employ of TIMBERLINE upon the understanding that TIMBERLINE will provide income security if a Change of Control occurs under certain terms and conditions set forth in this Agreement; and

WHEREAS, it is in the best interests of TIMBERLINE and its shareholders to reinforce and encourage the continued attention and dedication of the Executive, to his assigned duties without distraction and to ensure the continued availability to TIMBERLINE of the Executive in the event of a Change in Control.

THEREFORE, in consideration of the foregoing and other respective covenants and agreements of the parties herein contained, the parties hereto agree as follows:

1. Definitions. As used herein:

3. Payments upon the Occurrence of a Change in Control. Upon the occurrence of a Change in Control, TIMBERLINE shall pay to the Executive the amounts described below.

One hundred percent (100%) of his annual Base Salary as follows:

(i) Fifty percent (50%) upon the occurrence of the Change of Control, and

(ii) Fifty percent (50%) paid in equal monthly payments over the twelve months following the Change in Control.

4. Contingent Payments Following the Occurrence of a Change in Control. Following the occurrence of a Change in Control, TIMBERLINE shall, subject to the conditions describe below, pay (in addition to the amounts provided for by Section 3 above) to the Executive the amounts described below:

Two hundred percent (200%) of his annual Base Salary as follows:

(i) If the Executive continues to work for TIMBERLINE for the twenty-four months following the Change in Control, in one lump-sum payment at the end of such period, or

(ii) If the Executive's employment with TIMBERLINE is terminated either without Cause or with Good Reason, in equal monthly payments from the date of such termination through the end of the twenty-four month period following the Change in Control.

In addition to the further payments described in this Section 4, TIMBERLINE shall pay the premium on the COBRA continuation of health insurance coverage for the Executive for so long as the Executive is entitled to receive payments under this Section 4, including for the entire month in which the last such payment is to be made ("Health Benefits").

It is understood and agreed that the Executive is not entitled to receive the Health Benefits if the Executive's employment is terminated for any reason prior to the occurrence of a Change in Control or if the Executive's employment is terminated for any reason on or after the 24-month anniversary of the occurrence of a Change in Control.

Upon the first occurrence of any Change in Control, any stock options granted to the Executive that are unvested as of the occurrence of such Change in Control shall become fully vested.

The Executive shall forfeit the right to the receive any further payments described in this Section 4 if:

5. Termination of Executive's Employment by Reason of Death or Disability. In the event of the Executive's death or disability during the Term of this Agreement but prior to the occurrence of a Change of Control, this Agreement shall terminate and the Executive shall only be entitled to such benefits provided under any policy, plan or program governing death or disability maintained by TIMBERLINE and covering the Executive. The determination of disability and the amount and entitlement of benefits shall be governed by the terms of such policy, plan or program. In the event of the Executive's disability, the Executive's Date of Termination shall be the date on which Executive becomes unable, by reason of physical or mental disability, to perform the services required of him for his position, even with reasonable accommodation, for the period of time indicated in TIMBERLINE's group long term disability plan (i n which the Executive is a participant) during which a participant must be disabled before benefits become payable. In connection with the Executive's termination due to disability, a qualified physician must certify the disability and TIMBERLINE shall at all times comply with the Americans With Disabilities Act and any other applicable disability discrimination law. In the event of the Executive's death or disability following the occurrence of a Change of Control, the termination of Executive's employment shall for purposes of this Agreement be treated the same as if TIMBERLINE had terminated the Executive's employment without cause and all amounts due under this Agreement shall be paid to the Executive or his estate, representative or heirs as such amounts become due.

8. No Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Agreement be reduced by any compensation earned by the Executive as the result of employment by with employer after the Date of Termination provided that the Executive otherwise fully complies with all of the terms and conditions of this Agreement.

1. Non-Solicitation. During his employment and for a period of twenty-four months following the termination of the Executive's employment for any reason, whether initiated by TIMBERLINE or by the Executive, Executive shall not directly or indirectly, employ or solicit, entice, or induce any individual who is an employee of TIMBERLINE at such time to become employed by or provide services to any other person or entity.

2. Confidentiality. The Executive further agrees and acknowledges his existing obligation that at all times during and subsequent to his employment with TIMBERLINE, to not disclose or use for any purpose other than furthering the interests of TIMBERLINE any trade secret or confidential information or knowledge pertaining to the business of TIMBERLINE, any of its subsidiaries or any of its customers or suppliers, obtained during his employment by TIMBERLINE or any of its subsidiaries.

This Agreement is dated effective as of July 16, 2002 and is entered into by and between Timberline Software Corporation, an Oregon corporation ("TIMBERLINE") having its principle place of business at 15195 NW Greenbrier Parkway, Beaverton, Oregon and ____________ (the "Executive").

1. Change in Control means and is limited to a transaction of series of related transactions (including open-market purchases) pursuant to which a "person" (as such term is used in Section 13(d) of the Securities Exchange Act of 1934 as amended) becomes the beneficial owner (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended) of either:

   (i) at least fifty percent (50%) of the combined voting power of TIMBERLINE's then outstanding securities; or

   (ii) at least twenty percent (20%) of the combined voting power of TIMBERLINE's then outstanding securities, followed by a change of a majority of the members of the Board of Directors.

2. Board of Directors means:

   (i) individuals who on the date hereof constitute the Board of TIMBERLINE, and

   (ii) any new director who subsequently was elected or nominated for election by a majority of the directors who held such office immediately prior to a Change in Control.

3. Base Salary means the Executive's annual salary as of the Change in Control, excluding performance or other bonuses.

4. Cause means, and is limited to:

   (i) the conviction of the Executive by a court of competent jurisdiction for felony criminal conduct or criminal conduct involving moral turpitude,

   (ii) dishonesty, gross negligence, or deliberate misconduct by the Executive in the performance of his duties to TIMBERLINE where such action results in material financial harm to TIMBERLINE,

   (iii) willful and material breach of any agreement between the Executive and TIMBERLINE which continues uncorrected for thirty days following written notice of such breach from TIMBERLINE to the Executive,

   (iv) inappropriate personal conduct by the Executive which materially damages the reputation, good name or financial viability of TIMBERLINE which continues uncorrected for thirty days following written notice from TIMBERLINE to the Executive, or

   (v) participation by the Executive for his personal benefit in the affairs of an entity that is a competitor of TIMBERLINE that continues for thirty days following written notice from TIMBERLINE to the Executive.

5. Good Reason means, and is limited to:

   (i) a material reduction in the duties or the scope of responsibility of the Executive below those assigned to the Executive immediately prior to the occurrence of any Change in Control but it is understood and agreed that a change in title or the addition of one or more layers of reporting responsibility between the Executive and the Chief Executive Officer are not, in and of themselves, indicative of a material reduction in duties or the scope of responsibility,

   (ii) a reduction in the Executive's annual salary, or

   (iii) the relocation of the Executive, without the Executive's consent, to a primary place of employment outside of the Portland, Oregon metropolitan area or the assignment to the Executive of duties that require the Executive to travel outside of the Portland, Oregon metropolitan area more frequently or for greater lengths of time than the Executive normally traveled at the time that this Agreement was entered into but only if such travel results in a significant burden to the Executive.

6. TIMBERLINE shall include any successor in interest to TIMBERLINE following the occurrence of any Change in Control.

(i) The Executive's employment in terminated by TIMBERLINE for Cause;

(ii) The Executive terminates his employment by TIMBERLINE without Good Reason, or

(iii) The Executive breaches any of the non-solicitation and confidentiality provisions contained in Section 9 of this Agreement.