MECHWORKS SRL LICENSE AND SUBSCRIPTION SERVICE AGREEMENT

The terms and conditions that follow set forth a legal agreement between you (either an individual or an entity), the end-user, and MechWorks Srl, an Italian Corporation with its principal place of business at Via Vallescura 8/2 , Bologna, 40136 ITALY , relating to the computer software known as DBWorks(r) and certain other related software modules, if applicable (the “Software”). The term “Software” includes and these terms and conditions also apply to, any updates or upgrades to the Software that you may receive from time to time under a subscription service or other support arrangement. You may not load or use the Software in any computer or copy it without a license from MechWorks. MechWorks hereby offers you a non-exclusive license on the terms set out in this Agreement. You should carefully read these terms and conditions BEFORE opening the case that contains the Software or installing and using the Software. Opening the case containing the Software or installing and using the Software will signify your agreement to be bound by these terms and conditions. If you do not agree to these terms and conditions, promptly return the case containing the Software and the accompanying items (including written materials) for a refund. This is a license agreement and not an agreement for sale.

1. Grant of License. MechWorks grants to you a nonexclusive license to use the Software and the printed and/or electronic user documentation (the “Documentation”) accompanying the Software in accordance with this Agreement. If you have paid the license fee for a single user license, this Agreement permits you to use one copy of the Software on any single computer, provided that the Software is in use on only one computer at any time. If you have paid the license fees for multiple licenses of the Software, then at any time you may have as many copies of the Software in use as you have licenses. The Software is “in use” on a computer when it is loaded into the temporary memory (i.e. RAM). If the potential number of users of the Software exceeds the number of licenses you have purchased, then you must have a reasonable mechanism or process in place to assure that the number of computers on which the Software is running concurrently does not exceed the number of licenses purchased. At the time of registration (see Section 9 below) you must inform us of the maximum number of potential users of the licenses you purchase. We recommend you also inform us of the names of all potential users so that we can notify them of upcoming updates and other pertinent information. If the Software is permanently installed on the hard disk or other storage device of a computer (other than a network server) and one person uses that computer more than 80% of the time it is in use, then that person may also use the Software on a portable or home computer. You will keep accurate and up-to-date records of the numbers and locations of all copies of the Software, will supervise and control the use of the Software in accordance with the terms of this Agreement and will provide copies of such records to MechWorks upon reasonable request

MechWorks reserves the right to embed a software security mechanism within the Software to monitor usage of the software to verify your compliance with this license. Such a security mechanism may store data relating to the use of the Software and the number of times it has been copied. MechWorks reserves the right to use a hardware lock device, license administration software, and/or a license authorization key to control access to the Software. You may not take any steps to avoid or defeat the purpose of any such measures. Use of any Software without any required lock device or authorization key is prohibited.By using the Software, you consent to such detection and collection of data, as well as its transmission and use if an illegal copy is detected.

2. Ownership of the Software/Restrictions on Copying. MechWorks or its licensors own and will retain all copyright, trademark, trade secret and other proprietary rights in and to the Software and the Documentation. THE SOFTWARE AND THE DOCUMENTATION ARE PROTECTED BY COPYRIGHT LAWS AND OTHER INTELLECTUAL PROPERTY LAWS. You obtain only such rights as are specifically provided in this Agreement. You may copy the Software into any machine-readable form for back-up purposes and within the license restrictions of Section 1. You may not remove from the Software or Documentation any copyright or other proprietary rights notice or any disclaimer, and you shall reproduce on all copies of the Software made in accordance with this Agreement, all such notices and disclaimers.

3. Other Restrictions on Use. This Agreement is your proof of license to exercise the rights granted herein and must be retained by you. You may not use any portion of the Software separately from or independently of the Software and other than for your normal business purposes. You may not provide access to or use of the Software to any third party; consequently you may not sell, license, sublicense, transfer, assign, lease or rent (including via an application service provider (ASP) or timeshare arrangement) the Software or the license granted by this Agreement. You may not modify or make works derivative of the Software and you may not analyze for purposes competitive to DBWorks, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software, except in accordance with Article 8 below, if applicable, as it contains trade secrets of MechWorks and its licensors.

4. Subscription Service. If you subscribe to subscription service for the Software you have licensed hereunder by paying the fee therefor, you will be entitled to receive for such copy: 24 hour by 7 day/week on-line web access to “down-load” the latest updates to the Software; all major upgrades for the Software released during the subscription period; and telephone support services from an Authorized MechWorks Reseller. The term of this service runs for one year from the first day of the month following the date you ordered subscription service. It shall automatically renew from year to year unless one party notifies the other party in writing of its desire not to renew the term, at least 30 days prior to the end of a term. Software that is delivered as an upgrade or update to a previous version of the licensed Software must replace the previous version – no additional license is granted; you may install only such number of updates as equal the number of subscription service fees for which you have paid.

5. Term. The license granted herein will continue until it is terminated in accordance with this Article 5. MechWorks may terminate the license granted herein immediately upon written notice to you (i) for justified cause, including without limitation breach of any provision of Article 2 or 3 of this Agreement, or (ii) if you breach any provision of this Agreement and fail to cure such breach within fifteen (15) days of notice thereof. Upon the termination of the license, you will promptly return to MechWorks or destroy all copies of the Software and Documentation covered by the license as instructed by MechWorks. The provisions of Articles 2, 3, 5, 7 and 10 of this Agreement shall survive any termination of this Agreement.

6. Responsibility for Selection and Use of Software: You are responsible for the supervision, management and control of the use of the Software, and output of the Software, including, but not limited to: (1) selection of the Software to achieve your intended results; (2) determining the appropriate uses of the Software and the output of the Software in your business; (3) establishing adequate independent procedures for testing the accuracy of the Software and any output; and (4) establishing adequate backup to prevent the loss of data in the event of a Software malfunction.

7. Limited Warranty, Exceptions & Disclaimers

a. Limited Warranty. MechWorks warrants that the Software will be free of defects in materials and workmanship and will perform substantially in accordance with the Documentation for a period of ninety (90) days from the date of receipt by you. MechWorks also warrants that any services it provides from time to time will be performed in a workmanlike manner in accordance with reasonable commercial practice. MechWorks’ entire liability and your sole remedy under this warranty shall be to use reasonable efforts to repair or replace the nonconforming media or Software or re-perform the service. If such effort fails, MechWorks or MechWorks’ distributor or reseller shall (i) refund the price you paid for the Software upon return of the nonconforming Software and a copy of your receipt or the price you paid for the service, as appropriate, or (ii) provide such other remedy as may be required by law. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days from the date of receipt by you, whichever is longer.

b. Exceptions. MechWorks’ limited warranty is void if breach of the warranty has resulted from (i) accident, corruption, misuse or neglect of the Software; (ii) acts or omissions by someone other than MechWorks; (iii) combination of the Software with products, material or software not provided by MechWorks or not intended for combination with the Software; or (iv) failure by you to incorporate and use all updates to the Software available from MechWorks. MechWorks does not warrant that the Software or service will meet your requirements or that the operation of the Software will be uninterrupted or error free.

c. Limitations on Warranties. The express warranty set forth in this Article 7 is the only warranty given by MechWorks with respect to the Software and Documentation furnished hereunder and any service supplied from time to time; MechWorks and its licensors, to the maximum extent permitted by applicable law, make no other warranties, express, implied or arising by custom or trade usage, and specifically disclaim the warranties of merchantability and fitness for a particular purpose. In no event may you bring any claim, action or proceeding arising out of the warranty set forth in this Article 7 more than one year after the date on which the breach of warranty occurred.

d. Limitations on Liability. Except as required under local law, the liability of MechWorks and its licensors, whether in contract, tort (including negligence) or otherwise, arising out of or in connection with the Software or Documentation furnished hereunder and any service supplied from time to time shall not exceed the license fee you paid for the Software or any fee you paid for the service. In no event shall MechWorks or its licensors be liable for special, indirect, incidental, punitive or consequential damages (including without limitation damages resulting from loss of use, loss of data, loss of profits, loss of goodwill or loss of business) arising out of or in connection with the use of or inability to use the Software or Documentation furnished hereunder and any service supplied from time to time, even if MechWorks or its licensors have been advised of the possibility of such damages. Notwithstanding the foregoing, in no event shall MechWorks’ liability be limited in the case of death or personal injury arising as a result of the negligence or willful misconduct of MechWorks.

8. European Software Directive. If the provisions of the Council of European Communities Directive of May 14, 1991 on the Legal Protection of Computer Programs as implemented in applicable national legislation (the “Software Directive”) apply to your use of the Software, and you wish to obtain the information necessary to achieve interoperability of an independently created computer program with the Software as permitted under Article 6 of the Software Directive (“Interoperability Information”), you must notify MechWorks in writing, specifying the nature of the Interoperability Information you need and the purpose for which it will be used. If MechWorks reasonably determines that you are entitled to such Interoperability Information under the Software Directive, MechWorks shall, at its option, either (i) provide such Interoperability Information to you, or (ii) allow you to reverse engineer the Software, within the limits and for the purposes prescribed by the Software Directive, solely to the extent indispensable to obtain such Interoperability Information. If MechWorks elects clause (i), you will provide any information and assistance reasonably requested by MechWorks to enable MechWorks to perform clause (i), and MechWorks may charge you a reasonable fee for making available the requested Interoperability Information, unless such a fee is prohibited under the Software Directive.

9. Shutdown Feature. You acknowledge and agree that the Software contains an automatic shutdown feature (the “Shutdown Feature”) which if activated will render the Software inoperable. The Shutdown Feature will automatically activate thirty (30) days after the Software is installed unless an access code that overrides the Shutdown Feature (“Registration Code”) is entered. To obtain your Registration Code you must register with MechWorks, either by returning the Registration Card included with the Software or providing MechWorks electronically the information requested in the installation process. Upon receipt of the registration information, MechWorks will issue you a Registration Code.

10. General Provisions: You acknowledge that the Software and the Documentation may be subject to the export control laws of the United States or the United Kingdom and agree not to export or re-export the Software or the Documentation (i.e., move the Software from the country in which you first licensed it) without the appropriate United States or foreign government licenses and the written approval of MechWorks and its licensors. This Agreement shall be governed by and construed and enforced in accordance with the substantive laws of The Commonwealth of Massachusetts without regard to the United Nations Convention on Contracts for the International Sale of Goods and will be deemed a contract under seal. The English language version of this Agreement shall be the authorized text for all purposes, despite translations or interpretations of this Agreement into other languages. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible and the remainder of this Agreement shall remain in full force and effect.

12. Canadian Sales. If you purchased this product in Canada, you agree to the following:

The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating hereto, including Notices, have been and shall be written in the English language only.

You further agree that this Agreement is the complete and exclusive statement of your agreement with MechWorks relating to the Software and subscription service and supersedes any other agreement, oral or written, or any other communications between you and MechWorks relating to the Software and subscription service; provided, however, that this Agreement shall not supersede the terms of any signed agreement between you and MechWorks relating to the Software and subscription service.

UnivEng. 2/00 DBWENG