SOFTWARE LICENSE AGREEMENT

THIS DOCUMENT IS A LEGAL AGREEMENT BETWEEN YOU, THE "LICENSEE," AND CATCO TECHNolOGIES, LLC d/b/a MICROMATH RESEARCH ("MICROMATH"). OPENING THIS PACKAGE OR USING THE SOFTWARE CONSTITUTES ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PROMPTLY CONTACT MICROMATH'S SALES DEPARTMENT FOR A FULL REFUND. CONTACT INFORMATION FOR MICROMATH IS LOCATED AT THE END OF THIS DOCUMENT.

1. Grant of License. Micromath grants to Licensee a nonexclusive, nontransferable license, without right to sublicense as follows.
   
   
   1. Trial License. Licensee may use this copy of the incorporated software and documentation for thirty (30) days for the purpose of evaluating the Micromath Product.
   
   
   2. Student License. Upon payment of the appropriate license fee to Micromath, Licensee may use this copy of the incorporated software and documentation for five hundred fifty (550) days for use in undergraduate courses, educational laboratories or undergraduate research.
   
   
   3. Single User License. Upon payment of the appropriate license fee to Micromath, Licensee may use this copy of the incorporated software and documentation in perpetuity for any legal purpose.
   
   
   4. Micromath reserves all rights not expressly granted to Licensee.


2. Use Restriction. As the Licensee, your use of the Micromath Products and accompanying documentation is restricted. You may physically transfer the products from one location to another provided that the software is not copied. You may make only one (1) copy of the licensed Micromath Products for archival or backup purposes and no other copies shall be made without Micromath's prior written consent. You may not electronically transfer the software to any other device. You may not disclose, publish, translate, release or distribute copies of the software or accompanying written materials to others. You may not reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the software. You may not reproduce, modify, adapt, translate, or create derivative works based on the written materials without the prior written consent of Micromath. All intellectual property and proprietary rights in any modification, enhancement, improvement, further development and/or derivative work shall vest in Micromath and Licensee hereby assigns and agrees to assign all such intellectual property and proprietary rights to Micromath. In addition Licensee's use of the Micromath Products is restricted as follows:
   
   
   1. Trial License. Licensee may use the Micromath Product on a single computer or workstation. Licensee may use the Micromath Product solely for the purpose of evaluating the Micromath Product. Licensee may not use the Micromath Product for any commercial or professional purpose.
   
   
   2. Student License. Licensee may use the Micromath Product on a single computer or workstation owned by the Licensee. Licensee may use the Micromath Product in connection with undergraduate studies, educational laboratories or undergraduate research only. Licensee may not use the Micromath Product for any commercial or professional purpose.
   
   
   3. Single User License. Licensee may use the Micromath Product on a single computer or workstation owned by the Licensee. In addition, the Licensee may use the Micromath Product on two computers or workstations owned by the company, college, university, research institution or entity with which the Licensee is affiliated. Licensee may not use the Micromath Product on more than three (3) computers or workstations without the prior written consent of Micromath.
   
   
3. Ownership of Software. Title to, ownership of, and all rights and interests in, any Micromath Product and documentation, and all copies thereof, including all patent, trademark, copyright, trade secret and all other intellectual property and proprietary rights, remain at all times vested in and owned by Micromath, and they do not pass to Licensee.


4. Assignment. Licensee shall not assign or transfer this License, in whole or in part, by operation of law or otherwise, without Micromath's prior written consent. Any attempt without such consent, to assign any rights, duties or obligations arising hereunder shall be void.


5. Copy Restrictions. The Micromath Products and the accompanying written materials are copyrighted. Unauthorized copying of the software, including software that has been modified, merged, or included with other software, or other written materials is expressly forbidden. You may be held legally responsible for any copyright infringement that is cause or incurred by your failure to abide by the terms of this license. Nothing in this license provides any rights beyond those provided by 17 U.S.C. §117.


6. Transfer Restrictions. The software is licensed to the Licensee, and may not be transferred to anyone without the prior written consent of Micromath. In no event may you transfer, assign, rent, lease, sell, or otherwise dispose of the software on a temporary basis.


7. U.S. Government Rights. If you are acquiring software (including the related documentation) on behalf of any part of the United State Government, the following provisions apply: the software is deemed to be "commercial software" and "commercial computer software documentation," respectively pursuant to DFAR Section 227.7202 FAR 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the software (including the related documentation) by the U.S. Government or any of its agencies shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.


8. Miscellaneous. This Agreement expresses the entire agreement between Micromath and the Licensee and supersedes any prior communications, oral or written, relating to the Micromath Products. This Agreement is governed by the laws of the State of Missouri.


9. Micromath Contact Information. Licensee may contact Micromath using the following contact information:

Micromath Research

1710 South Brentwood Blvd.

Saint Louis, Missouri 63144

Telephone: 1.800.942.6284

Fax: 1.800.942.6284

E-mail: sales@micromath.com

Web Site: www.micromath.com