LICENSE

PRECISE SIMULATION LIMITED LICENSE

IMPORTANT NOTICE

READ THE TERMS AND CONDITIONS OF THIS PRECISE SIMULATION LIMITED
LICENSE AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE ACCESSING THESE
MATERIALS (AS DEFINED BELOW).

THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU (THE
"LICENSEE") AND THE PRECISE SIMULATION, LTD. ("PRECISE SIMULATION")
CONCERNING THE SOFTWARE AND DOCUMENTATION MADE AVAILABLE FOR ACCESS
HEREUNDER (COLLECTIVELY, THE "MATERIALS").

BY ACCESSING THESE MATERIALS, YOU ACCEPT THE TERMS OF THIS AGREEMENT.

1. DEFINITIONS.

    1.1. "Licensee" means you, whether an individual or an entity, to
         whom Precise Simulation grants the License, and who is
         responsible for complying with the contractual obligations of
         the License, and ensuring that anyone permitted access to the
         Materials also complies with such obligations.

    1.2. "Documentation" means the user guides, if any, accompanying
         delivery of the Materials, as may be updated from time to
         time, as well as any reports or other feedback that Precise
         Simulation may, in its sole discretion, provide to Licensee.
         Documentation may be delivered in printed and/or online
         forms, and in one or more languages.

    1.3. "Licensor" means any person who, or entity which, grants a
         license to Precise Simulation to redistribute that person's
         or entity's intellectual property.

    1.4. "Materials" means the computer software delivered and
         licensed hereunder, including Documentation, enhancements and
         error corrections.

    1.5. "Third Party" means any person or legal entity that is not
         Precise Simulation or the Licensee.

2. LICENSE GRANT.  Precise Simulation hereby grants to Licensee,
   subject to the terms of this Agreement, a nonexclusive,
   nontransferable, revocable license (the "License") to use the
   Materials internally or for the purpose of providing to Precise
   Simulation engineering feedback on the Materials, as the context
   may require.  In all cases, the Materials are licensed to you
   solely for use in conjunction with Precise Simulation products and
   services.

3. LICENSE RESTRICTIONS.  The License is subject to the express
   restrictions set forth below. Licensee shall not, and shall not
   permit any Third Party to:

    3.1. modify, or create any derivative work of, any part of the
         licensed Materials

    3.2. adapt, translate, copy, or convert all or any part of the
         Materials in order to create software or other materials, a
         principal purpose of which is (a) to perform the same or
         similar functions as the Materials or any other technology or
         materials licensed by Precise Simulation, or (b) to replace
         any component of the Materials or any other technology or
         materials licensed by Precise Simulation;

    3.3. rent, lease, or loan the Materials; use the Materials for
         supporting Third Parties' use of the Materials, time share
         the Materials, or provide service bureau use;

    3.4. disassemble, decompile, reverse engineer the Materials or
         otherwise attempt to gain access to its method of operation
         or source code (other than files provided for convenience in
         source code form by Precise Simulation);

    3.5. sell, license, sublicense, publish, display, distribute,
         disseminate, assign, or otherwise transfer (whether by sale,
         exchange, lease, gift, or otherwise) to a Third Party the
         Materials, any copy or portion thereof, or any License or
         other rights thereto, in whole or in part, without Precise
         Simulation' prior written consent;

    3.6. alter, remove, or obscure any copyright, trade secret,
         patent, trademark, logo, proprietary and/or other legal
         notices on or in copies of the Materials;

    3.7. use Precise Simulation' name, trade names, logos, or other
         trademarks of Precise Simulation or any of its affiliates or
         Licensors in any advertising, promotional literature or any
         other material, whether in written, electronic, or other
         form, distributed to any Third Party, except in the form
         provided by Precise Simulation, and then solely for purposes
         of identifying Precise Simulation' Materials;

    3.8. provide access (directly or indirectly) to the Materials via
         a web or network application other than the licensee's
         internal network;

    3.9. copy, make available for copy, or otherwise reproduce the
         Materials, in whole or in part, except either (a) as may be
         required for their installation into computer memory for the
         purpose of executing the Materials in accordance with this
         Agreement; or (b) to make a reasonable number of copies
         solely for back-up purposes provided that any such permitted
         copies shall reproduce all copyright, trade secret, patent,
         logo, proprietary and/or other legal notices contained in the
         original copy obtained from Precise Simulation; and/or
         3.10. republish the Documentation.

4. RETENTION OF RIGHT, TITLE AND INTEREST BY PRECISE SIMULATION AND
   ITS LICENSORS; CONFIDENTIALITY.  The Materials shall at all times
   remain the property of Precise Simulation and/or its Licensors and
   Licensee shall have no right, title, or interest therein, except as
   expressly set forth in this Agreement.  The Materials are a
   commercially valuable product of Precise Simulation, the design and
   development of which reflect the efforts of skilled development
   experts and the investment of considerable time and
   expense. Precise Simulation claims and reserves all rights and
   benefits afforded under all relevant laws and regulations. Licensee
   shall take appropriate action by instruction, agreement, or
   otherwise with any persons permitted access to the Materials, so as
   to enable Licensee to satisfy its obligations under the terms of
   this Agreement.  The Materials are proprietary information of
   Precise Simulation, and are protected by copyright law, trade
   secret law and other applicable law.  Although Precise Simulation
   may consider a commercial release of the Materials, it is under no
   obligation to do so and Precise Simulation reserves the right to
   alter features, licensing terms, or other characteristics of any
   such commercial release.

5. LICENSES FOR THIRD PARTY SOFTWARE.  Precise Simulation has been
   granted licenses to distribute certain Third Party software.
   Certain Precise Simulation Materials require the use of Third Party
   software products that may require a separate license from such
   Third Parties to use those Third Party products. Licensee agrees
   and acknowledges that, to the extent that the Materials contain any
   Third Party software: (i) such Third Party software is provided on
   an "as-is", pass-through basis, and as such is provided to Licensee
   without warranty, indemnification, support or other representation
   by Precise Simulation; and (ii) Precise Simulation bears no
   liability with respect to such Third Party software.

6. TERM AND TERMINATION.  This Agreement shall continue until
   termination by Precise Simulation or Licensee as provided below.
   Either party may terminate this Agreement at any time, for any
   reason, upon written notice to the other party.  Upon termination,
   Licensee shall promptly return all but archival copies of the
   Materials in Licensee's possession or control, or promptly provide
   written certification of their destruction.

7. EXPORT CONTROL.  The Materials may be subject to U.S. export
   control laws or other (U.S. and non-U.S.) governmental export and
   import laws and regulations.  Notwithstanding any other term of
   this Agreement or Third Party agreement, Licensee's rights under
   this Agreement may not be exercised by Licensee or any Third Party
   in violation of such laws and regulations, nor may this Agreement
   be transferred to any party where doing so would result in such a
   violation.  The terms of any limitation on the use, transfer or
   re-export of the Materials imposed by Precise Simulation in any
   Destination Control Statement or other document for the purpose of
   export control shall prevail over any term in this Agreement.  It
   shall be Licensee's responsibility to comply with the latest United
   States or other governmental export and import regulations.

8. FEDERAL ACQUISITION.  This provision applies to all acquisitions of
   the Materials and Documentation by, for, or through the federal
   government of the United States.  By accepting delivery of the
   Materials or Documentation, the government hereby agrees that this
   software or documentation qualifies as commercial computer software
   or commercial computer software documentation as such terms are
   used or defined in FAR 12.212, DFARS Part 227.72, and DFARS
   252.227-7014.  Accordingly, the terms and conditions of this
   Agreement and only those rights specified in this Agreement, shall
   pertain to and govern the use, modification, reproduction, release,
   performance, display, and disclosure of the Materials and
   Documentation by the federal government (or other entity acquiring
   for or through the federal government) and shall supersede any
   conflicting contractual terms or conditions.  If this License fails
   to meet the government's needs or is inconsistent in any respect
   with federal procurement law, the government agrees to return the
   Materials and Documentation, unused, to Precise Simulation.

9. FOR EUROPEAN UNION LICENSEES ONLY.  Any contractual provisions of
   this Agreement contrary to laws implemented under Article 6 of
   Appendix V of the European Union Software Directive or to the
   exceptions provided for in Article 5(2) and (3) of such Appendix
   shall be null and void solely to the extent decompiling,
   disassembling, or otherwise reverse-engineering of the Materials is
   necessary to enable the Licensee to create an independent program
   that is interoperable with the Materials or any other permitted
   objectives specified by such laws implemented under such directive
   (collectively, the "Permitted Objectives"), provided that any such
   information gained is used solely for such Permitted Objectives.

10. ASSIGNMENT.  Licensee may not assign or otherwise transfer this
    Agreement and its rights and obligations hereunder, in whole or in
    part, by operation of law or otherwise, without the written
    consent of Precise Simulation. In the case of any permitted
    assignment or transfer of or under this Agreement, this Agreement
    or the relevant provisions shall be binding upon, and inure to the
    benefit of, the successors, executors, heirs, representatives,
    administrators and assigns of the parties hereto. Precise
    Simulation may charge Licensee an administrative fee for any
    permitted assignment.

11. LIMITATION OF LIABILITY.  The Materials should not be relied on as
    the sole basis to solve a problem or implement a design whose
    incorrect solution or implementation could result in injury to
    person or property.  If the Materials are employed in such a
    manner, it is at the Licensee's own risk and Precise Simulation
    and its Licensors explicitly disclaim all liability for such
    misuse to the extent allowed by law.  Precise Simulation' and its
    Licensors' liability for death or personal injury resulting from
    negligence or for any other matter in relation to which liability
    by law cannot be excluded or limited shall not be excluded or
    limited.  Except as aforesaid, (a) any other liability of Precise
    Simulation and its Licensors (whether in relation to breach of
    contract, negligence or otherwise) shall not in total exceed one
    hundred dollars ($100.00); and (b) Precise Simulation and its
    Licensors shall have no liability for any indirect or
    consequential loss (whether foreseeable or otherwise and including
    loss of profits, loss of business, loss of opportunity, and loss
    of use of any computer hardware or software).  Some states do not
    allow the exclusion or limitation of incidental or consequential
    damages, so the above exclusion or limitation may not apply to
    Licensee.

12. DISCLAIMER OF WARRANTIES.  The Materials are delivered "as is" and
    Precise Simulation makes and the Licensee receives no additional
    express or implied warranties.  Precise Simulation and its
    Licensors hereby expressly disclaim any and all other conditions,
    warranties, or other terms of any kind or nature concerning the
    Materials (including, without limitation, any with regard to
    infringement, merchantability, quality, accuracy, or fitness for a
    particular purpose or Licensee's purpose).  Precise Simulation
    also expressly disclaims any warranties that may be implied from
    usage of trade, course of dealing, or course of performance.  The
    Materials are provided with all faults, and the entire risk of
    satisfactory quality, performance, accuracy, and effort is with
    Licensee.  Precise Simulation does not warrant that the Materials
    will operate without interruption or be error free.  Some states
    and countries do not allow limitations on how long an implied
    warranty lasts, so the above limitation may not apply to Licensee.
    Licensee may also have other rights which vary from state to state
    and country to country. Licensee accepts responsibility for its
    use of the Materials and the results obtained therefrom.

13. GOVERNING LAW; JURISDICTION.  This Agreement shall be interpreted,
    enforced and construed and the rights of the parties hereunder
    governed in all respects by the laws of the Commonwealth of
    Massachusetts, United States of America, without regard to its
    conflicts of law provisions, and both parties consent to the
    jurisdiction of the federal and state courts located in said
    Commonwealth and consent to the service of process, pleadings and
    notices in connection with any and all actions initiated in such
    courts.  The parties agree that a final judgment in any such
    action or proceeding shall be conclusive and binding and may be
    enforced in any other jurisdiction.  To the extent any governing
    law, treaty, or regulation is in conflict with this Agreement, the
    conflicting terms of this Agreement shall be superseded only to
    the extent necessary by such law, treaty, or regulation.  If any
    provision of this Agreement shall be otherwise unlawful, void, or
    otherwise unenforceable, that provision shall be enforced to the
    maximum extent permissible.  In either case, the remainder of this
    Agreement shall not be affected.  The parties agree that the
    U.N. Convention on Contracts for the International Sale of Goods
    shall not apply to this Agreement.  The parties further agree that
    the Uniform Computer Information Transactions Act, or any version
    thereof, adopted by any state, in any form ("UCITA"), shall not
    apply to this Agreement.  To the extent that UCITA is applicable,
    the parties agree to opt out of the applicability of UCITA
    pursuant to the Opt-Out provision(s) contained therein.

14. HEADINGS.  The inclusion of headings is for convenience of
    reference only and shall not affect the construction or
    interpretation of this Agreement.

15. ENTIRE AGREEMENT.  This Agreement, together with any additional
license_addendum.txt file included with the Materials, contains the
entire understanding of the parties with regard to the Materials, and
may not be modified or amended except by written instrument, executed
by authorized representatives of Precise Simulation and Licensee.