USER LICENSE AGREEMENT

IMPORTANT! YOU MUST READ THIS AGREEMENT CAREFULLY!

This license agreement (this "Agreement") is a legal agreement between you (either an individual or a single entity) and Micro Estimating Systems, Inc. for the software identified herein. This software includes computer software and associated media and printed materials, and may include online or electronic documentation. By installing, copying, or otherwise using the software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this aAgreement, do not install, copy or otherwise use this software, and promptly return the unused software to the place from which you obtained it for a full refund.

For the balance of this aAgreement, Micro Estimating Systems, Inc. shall be referred to as "Owner", the authorized seller of this product shall be referred to as "Vendor", and the purchaser of this product shall be referred to as "Customer".

1. License.

In accordance with the terms of this Agreement, Owner grants to Customer and Customer accepts from Owner a personal, non-exclusive and non-transferable license (hereinafter referred to as the "License") to install and use on Customer's computer equipment and solely for Customer's internal business purposes the operational object applications computer programs and related documentation (hereinafter referred to as the "Software") attached hereto and specifically incorporated herein. This License shall be effective on the date the Software is first installed on Customer's computer equipment and shall remain in force perpetually unless earlier terminated in accordance with this Agreement.

The Customer is licensed to use the Software only at the facilities agreed to according to the records of either Vendor or Owner. The number of licenses in use by Customer is also restricted according to the records of Vendor and/or Owner. Use of the software at any other facility either by direct installation or by use of any remote operation or networking software must be explicitly licensed by Owner.

2. Limited Warranty.

Owner warrants that the Software will perform substantially in accordance with the then-current operating documentation for the Software provided that:

	(a) the software has not been modified, changed or altered by anyone other than Owner, unless authorized by Owner in writing;

	(b) there has been no change by anyone in the computer equipment (including operating system software) on which Software is installed;

	(c) the computer equipment is in good operating order and is installed in a suitable operating environment;

	(d) the error or defect is not caused by Customer, its agents, servants, employees or contractors, or any third party;

(e) Customer promptly notified either Vendor and/or Owner of the error or defect after it was discovered.

LIMITED WARRANTY

THERE ARE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT, THE SOFTWARE, OR ANY SERVICES OR GOODS PROVIDED BY EITHER OWNER OR VENDOR IN CONNECTION WITH THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION.

Customer represents that it accepts sole responsibility for:

	(a) the selection of the Software to achieve Customer's intended results;

	(b) its use; and

	(c) the results obtained therefrom.

Customer's SOLE AND EXCLUSIVE REMEDY and the only obligation of either Vendor or Owner under the aforesaid warranty is to use commercially reasonable efforts to cause the Software to operate substantially in accordance with the then-current operating documentation for the Software. Under no circumstances shall either Vendor or Owner be liable for any loss, cost, expense, or damage to Customer in an amount cumulatively exceeding the license fee actually paid by Customer to either Vendor or Owner. Neither Vendor nor Owner shall be liable for indirect, incidental, punitive, exemplary, special or consequential damages of any kind whatsoever, including but not limited to such damages sustained as a result of:

	(a) any breach of warranty or of this Agreement;

	(b) any act or failure to act relating to this Agreement or the Software;

	(c) Vendor and/or Owner's negligence or gross negligence; or

	(d) any claim made against Customer by any other party, even if Vendor and/or Owner has been advised of the claim or potential claim.

Customer shall not assert any claims against either Vendor or Owner based upon theories of negligence, gross negligence, strict liability, fraud or misrepresentation. Customer agrees to indemnify, hold harmless, and defend both Vendor and Owner against any claim, demand, loss or action resulting from Customer's possession or use of the Software or breach of this Agreement. Any action by Customer arising out of or relating to this Agreement or the performance or breach thereof, and any claims of negligence, gross negligence, fraud or misrepresentation related thereto, whether in contract, tort or otherwise, must be commenced within one year after the cause of action has accrued.

3. Proprietary Rights.

Customer agrees and recognizes that:

	(a) the Software, together with any other data and materials supplied by either Vendor or Owner to Customer pursuant to this Agreement, are the property of Owner and remain so even after delivery to Customer;

	(b) the Software, and any other data and materials supplied by either Vendor or Owner to Customer in machine readable form or otherwise, are confidential and proprietary trade secrets of Owner, protected by law, and of substantial value to Owner, and their use and disclosure must be carefully and continuously controlled by Customer; and

	(c) the Software is protected by the Copyright Laws of the United States. Customer agrees to keep all property of Owner free and clear of all claims, liens and encumbrances. The Software licensed hereunder shall only be used by Customer to process its own data, and shall not be used for or on behalf of others, whether for a commercial purpose or otherwise. The Software may not be installed or used on more than one central processing unit and its associated peripheral units located on Customer's premises unless specifically agreed to in writing by Owner. Customer shall not copy, duplicate, or furnish to others, any physical or magnetic version of the Software, except that Customer may make one copy of the Software at its own expense and solely for Customer's internal archival use. Customer shall not remove any copyright or other notice contained or included in any material provided by either Vendor or Owner; or create or attempt to create, the source computer programs or any part thereof for the operational object programs licensed hereunder. Customer shall notify either Vendor or Owner immediately in writing of the unauthorized possession, use or knowledge of any item supplied to Customer pursuant to this Agreement. Customer agrees not to challenge Owner's rights in and to the Software; including copyrights therein. In the event Customer breaches or attempts to breach any of the provisions of this paragraph, both Vendor and Owner shall have the right, in addition to such other remedies which may be available to it, to injunctive relief enjoining such breach or attempt to breach, it being acknowledged that legal remedies are inadequate. The provisions of this paragraph shall survive the termination of this Agreement.

4. Default.

Either Vendor or Owner may terminate the License immediately upon the occurrence of a default by Customer. Events of default include, but are not limited to:

	(a) Customer's failure to pay any amount due to either Vendor or Owner within 10 days after written notice to Customer that payment is delinquent;

	(b) the insolvency or bankruptcy of Customer; and/or

	(c) the breach of Customer of any of the terms or conditions of this Agreement.

Upon such termination, or if the License is terminated for any other reason whatsoever, Customer shall immediately return to either Vendor or Owner the Software (including any and all copies thereof), together with any other items supplied by either Vendor or Owner to Customer pursuant to this Agreement.

Termination of the License pursuant to this provision is in addition to any other remedies available to either Vendor or Owner at law or in equity.

5. Arbitration and Legal Actions.

This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania in accordance with its fair meaning and not strictly for or against any party, except to the extent that such law or laws may be preempted by applicable federal law, including regulations, opinions, and duly issued orders, in which event this Agreement shall be governed and interpreted by and under such federal law or laws.

Any controversy or claim between Vendor and Customer, or between Owner and Customer, arising out of or relating to this Agreement or the performance or breach thereof, and any claims of negligence, gross negligence, fraud or misrepresentation related thereto, but excluding actions by either Vendor or Owner for injunctive relief to enforce Paragraph 3 hereof, shall be settled by binding arbitration in Pittsburgh, Pennsylvania in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment entered in any court having jurisdiction thereof. All proceedings, the enforceability of any award, and all other matters pertaining to any arbitration shall be governed by the Uniform Arbitration Act in force in the Commonwealth of Pennsylvania or any applicable succeeding legislation.

Any action by either Vendor or Owner for injunctive relief to enforce Paragraph 3 hereof may be filed in any court of competent jurisdiction within or without the Commonwealth of Pennsylvania.

6. General.

This Agreement contains the complete and exclusive agreement between the parties with respect to the subject matter hereof, supersedes any and all prior oral or written communications, proposals and agreements and may not be waived or modified except by written agreement of the parties. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. Customer shall pay all reasonable attorney and other professional fees and expenses incurred by either Vendor or Owner as a result of legal actions taken against Customer by either Vendor or Owner as a result of any breach by Customer of this Agreement. The paragraph headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation. If any provision of this Agreement shall be held illegal, void, or unenforceable, the remaining portions shall remain in full force and effect. No delay or failure of either Vendor or Owner in exercising any right hereunder and no partial or single exercise thereof by either Vendor or Owner shall be deemed to constitute a waiver of such rights or another right hereunder. Customer's rights hereunder shall not be assigned, transferred or sublicensed, either voluntarily or involuntarily.

