PROPRIETARY SOFTWARE LICENSE AGREEMENT: IMPORTANT : READ

CAREFULLY

By downloading, installing or using the Ansoft software products

contained herein, you indicate your acceptance of and agree to
be bound by the terms and conditions of this Proprietary
Software License Agreement. These terms and conditions are a
legal agreement between the Licensee (you) and Licensor (Ansoft).

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT

INSTALL, COPY OR USE THE SOFTWARE.

ANSOFT COMPETITORS ARE NOT ELIGIBLE AND SHALL NOT RECEIVE ANY
RIGHTS UNDER THIS AGREEMENT.

LICENSE. Subject to the provisions contained herein, Ansoft

grants to you a non-exclusive, non-transferable license to use
the Software contained herein. You are authorized to use the
SOFTWARE only for your own use. We offer the license as a
special service to the student and educational community and ask
for your help in seeing that its terms are not abused.

DISCLAIMER OF WARRANTIES: YOU AGREE THAT ANSOFT HAS MADE NO

EXPRESS WARRANTIES TO YOU REGARDING THE SOFTWARE AND THAT
THE SOFTWARE IS BEING PROVIDED TO YOU "AS IS" WITHOUT WARRANTY
OF ANY KIND. ANSOFT DISCLAIMS ALL WARRANTIES WITH REGARD TO
THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY, MERCHANTABLE QUALITY OR NONINFRINGEMENT OF
THIRD PARTY RIGHTS. In the case where a state or jurisdiction
does not allow the exclusion of implied warranties, the above
limitations may not apply.

LIMIT OF LIABILITY: IN NO EVENT WILL ANSOFT BE LIABLE TO YOU FOR

ANY LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION
WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANSOFT HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. In the case where a state or
jurisdiction does not allow the exclusion of incidental or
consequential damages, the above limitations may not apply.

PROTECTION. NOTWITHSTANDING ANY COPYRIGHT NOTICES, THE

SOFTWARE CONTAINS TRADE SECRETS AND CONFIDENTIAL INFORMATION
OF ANSOFT AND ITS SUPPLIERS. THE LICENSEE AGREES NOT TO REVERSE
COMPILE, REVERSE ENGINEER, DISASSEMBLE, OR MODIFY THE SOFTWARE.
THE SOFTWARE MAY NOT BE RENTED OR LEASED. THE SOFTWARE MAY
NOT BE INCORPORATED INTO OR BUNDLED WITH ANY OTHER PRODUCT
SUCH THAT THE SOFTWARE CEASES TO BE A STAND-ALONE PRODUCT.

EXPORT PROVISION. Licensee acknowledges that the export of the

Software is subject to Licensor receiving the necessary licenses
or approvals for export from the United States. Licensee agrees
that regardless of any disclosure made by Licensee to Licensor
of an ultimate destination of the SOFTWARE, Licensee will not
re-export directly or indirectly the SOFTWARE, without first
obtaining a license from the United States Government, as
required. Licensee shall provide Ansoft with any information,
certifications or other documents which Licensor may require in
connection with the export of the SOFTWARE, or any portions or
parts thereof, pursuant to the Export Administration Act of
1979, as amended, and the rules and regulations promulgated
thereunder.

Without limitation of the foregoing, Licensee agrees to not

knowingly export or re-export any software, documentation or
technical data furnished to Licensee under this Agreement,
without first obtaining permission to do so from the United
States Department of Commerce or other appropriate governmental
agencies into any of those countries listed from time to time
in part 370 to Title 15 of the Code of Federal Regulation in
designated prohibited Country Groups.

SUCCESSORS AND ASSIGNS. The Agreement shall be binding on

and inure to the benefit of the parties, their successors,
permitted assigns and legal representatives. Licensee may
not assign this Agreement without Licensors prior written
consent.

TITLE. This Agreement grants Licensee no title or rights of

or to ownership in the SOFTWARE or documentation or any
corrections, improvements or revisions furnished. THIS
AGREEMENT DOES NOT INCLUDE THE RIGHT TO SUBLICENSE.

RELIEF. Licensee acknowledges that any violation of this

Agreement by Licensee will cause irreparable injury to
Licensor, and Licensor shall be entitled to injunctive relief.

GENERAL. This Agreement merges all prior written and oral

communications and defines the entire Agreement of the parties
concerning the SOFTWARE. All notices required under this
Agreement or pertaining to modifications to this Agreement
shall be in writing, including facsimile copies, however,
excluding all variations of Electronic Mail, and shall be
considered given upon personal delivery of the written notice
or within five (5) days of mailing, postage prepaid and
appropriately addressed. This Agreement shall be construed in
accordance with laws of the United States, of the Commonwealth
of Pennsylvania without regard to its conflicts of laws
provisions. The failure by either party at any time to enforce
its rights under this Agreement will not be construed as a
waiver of such rights, nor will it in any way affect the
validity of this Agreement. No waiver by either party will be
valid unless given in an appropriate writing signed by both
parties.