ADVANCED ENGINEERING SOFTWARE

SOFTWARE LICENSE AGREEMENT

ADVANCED ENGINEERING SOFTWARE, herein after referred to as AES, agrees to grant and the individual or organization that uses any AES software program, herein after referred to as Licensee, agrees to accept on the following terms and conditions nontransferable and nonexclusive license to use AES software programs.

1. TERMS

This AES agreement is effective upon receipt of the above- referenced programs and shall remain in force until terminated by the Licensee upon one month's prior written notice, or by AES as provided below.

Any license under this agreement may be discontinued by the Licensee at any time upon written notice to AES. AES may discontinue any license or terminate this agreement if the Licensee fails to comply with any of the terms and conditions of this agreement. Such termination will be made by one month's prior written notice.

2. LICENSE

The program license granted under this agreement authorizes the Licensee to use the licensed software in any machine readable form on a single computer system. A Separate license is required for each computer system on which the licensed software will be used. The Licensee agrees that the licensed software shall not be used to provide computing service in service bureau types of operations for non-licensed users.

This agreement, the license, and the software to which it applies may not be assigned, sublicensed, or otherwise transferred by the Licensee. No right to print or copy, in whole or in part, the licensed software is granted except as hereinafter expressly provided.

3. COPYRIGHT

AES software, including its documentation, is copyrighted by AES, or in some cases, by AES software suppliers.

Licensee may reproduce for its own use only any applicable user's manuals written for "software" provided that AES copyright notice is included. The Licensee may not copy or otherwise reproduce the AES software or any part of it except as expressly permitted in this license.

4. PERMISSION TO COPY OR MODIFY LICENSED PROGRAM

The licensed program which is provided by AES, in machine readable form, may be copied, in whole or in part, in printed or machine readable form for use by the Licensee, for back-up purposes, or for archive purposes only, provided, however, that no more than two (2) copies will be in existence under the license at any one time, without prior written consent from AES. The Licensee agrees to maintain appropriate records of the location of such copy of the licensed program. The original, and any copy of the licensed program, in whole or in part, which is made by the Licensee shall be the property of AES. This does not imply, of course, that AES owns the media on which the licensed program is recorded. The Licensee may not modify any machine readable form of the licensed program for his own use and merge it into other program material to form an updated work.

5. PROTECTION AND SECURITY

The Licensee agrees not to provide or otherwise make available the licensed software including but not limited to program listings, object code and source code, in any form, to any person other than Licensee or AES employees.

6. DISCONTINUANCE

Within one month after the date of discontinuance of the license under this agreement, the Licensee will furnish AES a certificate certifying that through his best effort, and to the best of his knowledge, the original and all copies, in whole or in part, in any form, including partial copies or modifications of the licensed software received from AES or made in connection with such license have been destroyed.

7. LIMITATIONS ON WARRANTY AND LIABILITY

AES warrantees that each licensed program will conform to AES current published program specifications when delivered to Licensee; however, Licensee understands and acknowledges that such licensed programs are of such complexity that they may have inherent defects. AES grants no warranties, either express or implied, with regard to any licensed program including all implied warranties of merchantability and fitness for a particular purpose, and the stated express warranty is in lieu of all liabilities or obligations of AES for damages including, but not limited to, consequential damages arising out of or in connection with the use or performance of licensed programs.

Licensee agrees that AES has no liability hereunder for damages including but not limited to the liability for patent and copyright infringement. Licensee further agrees that AES will not be liable for any lost profits, or for any claim or demand against the Licensee by any other party. No action, regardless of form, arising out of use of software licensed under this Agreement, may be brought by any party against AES or its agents.

In no event will AES, its supplier, or distributor be liable for direct, indirect, incidental, or consequential damages resulting from any defect in the software, even if AES has been advised of the possibility of such damages.

8. LEGAL FEES

Licensee agrees to pay any and all legal costs, direct or indirect, for any legal action involving AES with regard to this License, this agreement, the licensed software, use of the licensed software, or damages resulting from any defect in the licensed software.

9. PROVISIONS OF THE AGREEMENT

The provisions of this agreement shall control over the terms of any present or future order from the Licensee. Acceptance by Licensee of any licensed program or optional materials from AES shall be deemed conclusive evidence of Licensee agreement that the license for such licensed program or optional materials is governed by this agreement.

10. If any of the provisions of this agreement are invalid under any applicable statute or rule of law, they are, to that extent, deemed omitted.

11. This agreement shall be governed by the laws of the State of California.