LICENSE AGREEMENT

Software End User License Agreement

1995 University Avenue, Suite 540 Berkeley, CA 94704 tel: 510/649-2200 fax: 510/649-2299

This is a legal agreement between you (either an individual or entity), the end user, (hereinafter referred to as "Licensee") and COMPUTERS AND STRUCTURES, INC. (hereinafter referred to as "CSI"). If Licensee does not agree to the terms of this Agreement, Licensee shall not install the software and shall promptly return any physical items (including written materials or hardware devices) for a full refund. By installing this software Licensee indicates acceptance of this agreement.

GRANT OF LICENSE
Dedicated Use:
CSI grants to Licensee the right to use one (1) copy of the software product identified above (the "Software") on a single computer, in the country where the software was first purchased. Licensee may also install or store the software on a network server of a local internal network. The software may then be installed and run on other computers over the internal network provided enough licenses are acquired and dedicated for each separate workstation which will run the software concurrently.

Transferability:

CSI grants to Licensee a nontransferable License to use this Software. Licensee shall not sell, rent, lease, lend, transfer, network, publish, disclose, display or otherwise make available any portions of the Software or copies thereof to others. For the purposes of this section, "use" means loading the Software into RAM, as well as installation on a hard disk or other storage device. Licensee may access the Software from a hard disk, over a network, or any other method Licensee chooses, so long as Licensee otherwise complies with this CSI License Agreement.

TERM OF LICENSE

The term of this License shall begin from the date of invoice and will last as long as the Licensee complies with the terms of this Agreement. This License is subject to cancellation by CSI if Licensee fails to comply with the terms and conditions of this Agreement. Within five (5) days of such cancellation, Licensee shall return the Software to CSI.

COPYRIGHT

The Software is owned by CSI and is protected by United States copyright laws and international treaty provisions. Therefore, Licensee must treat the Software like any other copyrighted material (e.g., a book or musical recording) except that Licensee may either make one (1) copy of the Software solely for backup or archival purposes, or transfer the Software to a single hard disk, provided Licensee keeps the original solely for backup or archival purposes. Licensee may not copy the written materials accompanying the Software without prior written authorization from CSI.

OTHER RESTRICTIONS

This CSI License Agreement is Licensee's proof of license to exercise the rights granted herein and must be retained by Licensee. Licensee agrees to secure and protect the Software and copies thereof in a manner consistent with the maintenance of the proprietary rights of CSI. Licensee agrees to take appropriate action, by instruction or agreement with its employees who are permitted access to the Software, to protect unauthorized proliferation of the Software. Licensee may not reverse engineer, decompile, or disassemble the Software.

PROGRAM UPGRADES

From time to time, CSI may, at its discretion, offer program upgrades. If offered, such upgrades will be provided at no charge to the Licensee for a period of ninety (90) days from the date of purchase of a new license. Thereafter, upgrades will be provided under the terms defined by the CSI Software Upgrade and Maintenance Agreement (SUM).

SUPPORT

User support will be available to one (1) contact individual designated by the Licensee, for a period of ninety (90) days from the date of purchase of a new license. Thereafter, continued support will be available under the terms defined by the CSI Software Upgrade and Maintenance Agreement.

LIMITED WARRANTY; NO OTHER WARRANTIES

CSI warrants that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt. Any implied warranties on the Software are limited to ninety (90) days. Some states do not allow limitations on duration of an implied warranty, so the above limitation may not apply to Licensee. CSI disclaims all other warranties, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, with respect to the Software, the accompanying written materials, and any accompanying hardware. This limited warranty gives Licensee specific legal rights. Licensee may have others, which vary from state to state.

CUSTOMER REMEDIES

CSI's entire liability and Licensee's exclusive remedy shall be, at CSI's option, either (a) return of the price paid or (b) repair or replacement of the Software that does not meet CSI's Limited Warranty and that is returned to CSI with a copy of Licensee's receipt. This Limited Warranty is void if failure of the Software has resulted from accident, abuse or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES

In no event shall CSI or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use of or inability to use this CSI product, even if CSI has been advised of the possibility of such damages. Because some states do not allow the exclusion or limitation of liability for consequential damages, the above limitation may not apply to Licensee.

DISCLAIMER

CONSIDERABLE TIME, EFFORT AND EXPENSE HAVE GONE INTO THE DEVELOPMENT OF THE SOFTWARE, AND IT HAS BEEN THOROUGHLY TESTED AND USED. HOWEVER, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, NO WARRANTY IS MADE ON ITS ACCURACY OR RELIABILITY. IT IS THE RESPONSIBILITY OF THE ENGINEER TO VERIFY THE RESULTS OBTAINED FROM THE SOFTWARE. IN THE EVENT THE SOFTWARE IS FOUND TO BE DEFECTIVE, CSI'S ONLY OBLIGATION IS TO REMEDY THE DEFECT. CSI WILL IN NO EVENT HAVE OBLIGATIONS OR LIABILITIES FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ASSOCIATED WITH THE USE OF THE SOFTWARE. NO OTHER WARRANTY IS MADE.

GENERAL

This License shall be interpreted by the laws of the State of California. In the event that any portion of this Agreement is invalidated by court or legislation, the remaining portions of the Agreement shall remain in binding effect. In the event of legal action brought by either party, the prevailing party shall be entitled to reimbursement of actual legal fees and related expenses. The Licensee agrees that this Agreement shall inure to the benefit of CSI, its administrators, successors, heirs and assignees. This Agreement may only be changed by mutual written consent.