LICENSE AGREEMENT FOR BINCALC

Please read the following Agreement carefully.

Installation of BinCalc is contingent on your (hereinafter "Recipient") 
agreement to the following terms:

1.  GRANT OF LICENSE.
(a)   Scotts Valley Software Group, (SVSG) grants to Recipient a limited, 
       non-exclusive, nontransferable, royalty-free license to use one copy of
       the executable code of the Product software on a single
       CPU for the purposes of evaluation.  All other rights are reserved to SVSG.
       Recipient may not reverse engineer, decompile or disassemble the Product
       except to the extent that this restriction is expressly prohibited
       by applicable law. SVSG and its suppliers shall retain title
       and all ownership rights to the Product.

2.   PRODUCT MAINTENANCE. SVSG is not obligated to provide maintenance 
      or updates to Recipient for the Product. However,  any maintenance 
      or updates provided by SVSG shall be covered by this Agreement.

3.   DISCLAIMER OF WARRANTY. Product is deemed accepted by Recipient. 
      The PRODUCT is provided AS IS WITHOUT WARRANTY OF ANY KIND.
      TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 
      SCOTTS VALLEY SOFTWARE GROUP FURTHER DISCLAIMS ALL WARRANTIES,
      INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF 
      MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND 
      NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR 
      PERFORMANCE OF THE PRODUCT AND DOCUMENTATION REMAINS WITH 
      RECIPIENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 
      IN NO EVENT SHALL SCOTTS VALLEY SOFTWARE GROUP OR ITS SUPPLIERS BE 
      LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, 
      SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, 
      WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, 
      BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER 
      PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR 
      INABILITY TO USE THE PRODUCT, EVEN IF SCOTTS VALLEY SOFTWARE GROUP HAS 
      BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME  
      STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION 
      OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE 
      LIMITATION MAY NOT APPLY TO RECIPIENT.

4.   U.S. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS. 
      The Product is provided with RESTRICTED RIGHTS. Use, duplication,
      or disclosure by the Government is subject to restrictions as
      set forth in subparagraph (c)(1)(ii) of The Rights in Technical
      Data and Computer Software clause of DFARS 252.227-7013 or
      subparagraphs (c)(i) and (2) of the Commercial Computer
      Software - Restricted Rights at 48 CFR 52.227-19, as
      applicable. Manufacturer is Scotts Valley Software Group, 5321
      Scotts Valley Drive, Suite 207, Scotts Valley, California 95066. Recipient
      acknowledges that the Product licensed hereunder is subject to
      the export control laws and regulations of the U.S.A., and any
      amendments thereof. Recipient confirms that with respect to the
      Product, it will not export or re-export it, directly or
      indirectly, either to (i) any countries that are subject to
      U.S.A. export restrictions (currently including, but not
      necessarily limited to, Cuba, the Federal Republic of
      Yugoslavia (Serbia and Montenegro), Haiti, Iran, Iraq, Libya,
      North Korea, South Africa (military and police entities), and
      Syria); (ii) any end user who Recipient knows or has reason to
      know will utilize them in the design, development or production
      of nuclear, chemical or biological weapons; or (iii) any end
      user who has been prohibited from participating in the U.S.A.
      transactions by any federal agency of the U.S.A. government.
      Recipient further acknowledges that the Product may include
      technical data subject to export and re-export restrictions
      imposed by U.S.A. law.

5.   GOVERNING LAW; ATTORNEYS FEES. This Agreement shall be
      governed by the laws of the State of California and Recipient
      further consents to jurisdiction by the state and federal
      courts sitting in the State of California. If either SVSG or
      Recipient employs attorneys to enforce any rights arising out
      of or relating to this Agreement, the prevailing party shall be
      entitled to recover reasonable attorneys' fees.

6.   ENTIRE AGREEMENT. This Agreement constitutes the complete and
      exclusive agreement between SVSG and Recipient with respect to
      the subject matter hereof, and supersedes all prior oral or
      written understandings, communications or agreements not
      specifically incorporated herein. This Agreement may not be
      modified except in a writing duly signed by an authorized
      representative of SVSG and Recipient.
 

