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Update - some confusion on the client's part. They were trying to install Arc Hydro which would require ArcGIS. Not sure if they have successfully installed GMS yet. Stand by... Ted I'm asking this question on behalf of a client - they are upgrading their GMS license to 10.4 (I believe that's the version - waiting for confirmation) with a single-user USB dongle. During the installation process of GMS, the installer asks for a ArcGIS license. They don't have one. What circumstances would require a license to ArcGIS? Is there a work around? Thanks Ted