
           GE Fanuc Automation North America, Inc.
   VersaPro Programming Software End User License Agreement

You, as the Customer, agree as follows:

1.   DEFINITIONS
"Application Software" shall mean the VersaPro Programming software portion of the Licensed Software, in object code form only, and any other portions of the Licensed Software, in object code form only, created by GE Fanuc in association with other partners.

"Designated Computers" shall mean up to two (2) computers upon which customer may install the Licensed Software provided that the software is not run on more than one computer simultaneously.

"Licensed Software" shall mean the Application Software plus any other software, in object code form only, supplied by GE Fanuc pursuant to this Agreement.  The Licensed Software may include third party software, including but not limited to operating systems, licensed to GE Fanuc.  If no operating system software is included in the software provided under this Agreement, you must make provision for any required operating system software licenses.

2.   LICENSE

     2.1  You are granted only a personal, non-transferable, nonexclusive license to use the Licensed Software only on the Designated Computers.  You may copy the Licensed Software into machine readable form for backup purposes in support of your use of the Licensed Software on the Designated Computers, limited to one copy.  You may not reverse compile or disassemble the software.  The Licensed Software, comprising proprietary trade secret information of GE Fanuc and/or its licensors, shall be held in confidence by Customer and protected from disclosure to third parties.  No title to the intellectual property is transferred.  You must reproduce and include all applicable copyright notices on any copy.

     2.2  GE Fanuc's licensors having a proprietary interest in the Licensed Software shall have the right to enforce such interests, including the right to terminate this Agreement in the event of a breach of its terms pertaining to such proprietary interests.

     2.3  IF YOU TRANSFER POSSESSION OF ANY COPY OF THE LICENSED SOFTWARE TO ANOTHER PARTY WITHOUT WRITTEN CONSENT OF GE FANUC, YOUR LICENSE IS AUTOMATICALLY TERMINATED. Any attempt otherwise to sublicense, assign or transfer any of the right, duties or obligations hereunder is void.

     2.4  If the Licensed Software is being acquired on behalf of the U.S. Government, Department of Defense, the Licensed Software is subject to "Restricted Rights", including the legend to be affixed to the software as set forth in DOD Supplement to the (DFAR's) paragraph 252.227-7013(c)(1).  If software is being acquired on behalf of any other U.S. Government entity, unit or agency, the Government's rights shall be as defined in paragraph 52.227-19(c)(2) of the Federal Acquisition Regulations (FAR's).

3.   WARRANTY

     3.1  GE Fanuc warrants that the Application Software will be in substantial conformance with the manual pertaining thereto as of the date of shipment by GE Fanuc. If, within ninety (90) days of date of shipment, it is shown that the Application Software does not meet this warranty, GE Fanuc will, at its option, either correct the defect or error in the Application Software, free of charge, or make available to Customer satisfactory substitute software, or, as a last resort, return to Customer all payments made as license fees and terminate the license  with respect to the Application Software affected.  GE Fanuc does not warrant that operation of the Application Software will be uninterrupted or error free or that it will meet Customer's needs.  All other portions of the Licensed Software are provided "as is" without warranty of any kind.

     3.2  With respect to the software which is the subject of this Agreement, the  foregoing warranties are exclusive and are in lieu of all other warranties whether written, oral, implied or statutory.  NO IMPLIED OR STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.

4.   LIMITATION OF LIABILITY

     4.1  IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL GE FANUC OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PENAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUES, LOSS OF USE OF THE LICENSED SOFTWARE OR ANY PART THEREOF, OR ANY ASSOCIATED EQUIPMENT, DAMAGE TO ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES, SERVICES OR REPLACEMENT POWER, DOWN TIME COSTS, OR CLAIMS OF CUSTOMER'S CUSTOMERS AND TRANSFEREES FOR SUCH DAMAGES EVEN IF GE FANUC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     4.2  EXCEPT AS PROVIDED IN SECTION 5, INDEMNITY, IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL GE FANUC'S LIABILITY TO CUSTOMER FOR ANY LOSS OR DAMAGE ARISING OUT OF, OR RESULTING FROM THIS AGREEMENT, OR FROM ITS PERFORMANCE OR BREACH, OR FROM THE LICENSED SOFTWARE OR ANY PART THEREFORE, OR FROM ANY SERVICE FURNISHED HEREUNDER, EXCEED THE QUOTED CHARGES FOR THE LICENSED SOFTWARE.  ANY SUCH LIABILITY SHALL TERMINATE ONE (1) YEAR FROM THE DATE OF SHIPMENT BY GE FANUC.


     4.3  If GE Fanuc furnishes Customer with advice or other assistance which concerns  Licensed Software or any portion thereof supplied hereunder or any system or equipment on which any such software may be installed and which is not required pursuant to this Agreement, the furnishing of such advice or assistance will not subject GE Fanuc to any liability, whether in contract, warranty, tort, (including negligence) or otherwise.

     4.4  The products to be licensed or sold hereunder are not intended for use in any nuclear, chemical or weapons production facility or activity, or other activity where failure of the products could lead directly to death, personal injury or severe physical or environmental damage. If so used, GE Fanuc disclaims all liability for any damages arising as a result of the hazardous nature of the business in question, including but not limited to nuclear, chemical or environmental damage, injury or contamination, and Customer shall indemnify, hold harmless and defend GE Fanuc, its officers, directors, employees and agents against all such liability, whether based on contract, warranty, tort (including negligence), or any other legal theory, regardless of whether GE Fanuc had knowledge of the possibility of such damages.

5.   INDEMNITY

     5.1  GE Fanuc warrants that the Application Software shall be delivered free of any rightful claim for infringement of any United States patent or copyright.  If notified promptly in writing and given authority, information and assistance, GE Fanuc shall defend, or may settle, at its expense, any suit or proceeding against Customer so far as based on a claimed infringement which would result in a breach of this warranty and GE Fanuc shall pay all damages and costs awarded therein against Customer due to such breach.
     In case the Application Software is in such suit held to constitute such an infringement and its use is enjoined, GE Fanuc shall, at its expense and option, either procure for Customer the right to continued use, or replace same with a non-infringing product or part, or modify the Application Software so that it becomes non-infringing, or remove the software and refund the license charge pertaining thereto (less reasonable depreciation for any period of use) and any transportation costs separately paid by Customer.  The foregoing states the entire liability of GE Fanuc for patent and copyright infringement by the Licensed Software or any part thereof.

     5.2  The indemnity under the preceding paragraph shall not apply to any use of Application Software in conjunction with any other product in a combination not furnished by GE Fanuc as a part of this transaction.  As to any such use in such combination, GE Fanuc assumes no liability whatsoever for patent and copyright infringement, and Customer will hold GE Fanuc harmless against any infringement claims arising therefrom.

6.   TERM AND TERMINATION

     6.1  You may terminate the license granted hereunder at any time by destroying the Licensed Software together with all copies thereof and notifying GE Fanuc in writing that all use of the Licensed Software has ceased, and that same has been destroyed.

     6.2  GE Fanuc, upon thirty (30) days notice, may terminate this Agreement or any license hereunder if Customer fails to perform any obligation or undertaking to be performed by it under this Agreement or if Customer attempts to assign this Agreement without the prior written consent of GE Fanuc.  Within twenty (20) days after any such termination of this Agreement, Customer shall certify in writing to GE Fanuc that all use of the Licensed Software has ceased, and that same has been returned or destroyed, in accordance with GE Fanuc's instructions.

     6.3    Sections 4, 6 and 7 of this Agreement shall survive any expiration or termination and remain in effect. Termination of this Agreement or any license hereunder shall not relieve Customer of its obligation to pay any and all outstanding charges hereunder nor entitle Customer to any refund of such charges previously paid.

7.   EXPORT
     7.1  Customer shall not export (or reexport), directly or indirectly, the program or any portion thereof, or the direct product thereof, including printed commercial and technical data or information supplied by GE Fanuc relating thereto, without first obtaining GE Fanuc's written consent and any required license or approvals from the United States Government.

8.   GENERAL

     8.1  This Agreement shall be governed by the laws of the State of Virginia, without regard to its conflict of law provisions.  The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.

      8.2  This Agreement is the complete and exclusive statement of the agreement between us and supersedes any proposal or prior agreement, oral or written, and  any other communications between us relating to the subject matter of this  Agreement.  No change or amendment to this Agreement shall be effective unless  agreed to by written instrument signed by a duly authorized representative of GE Fanuc.

Should you have any questions concerning this Agreement, you may contact GE Fanuc by writing to:  GE Fanuc, P.O. Box 8106, Charlottesville, VA 22906.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.  YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.  FURTHER, NO CHANGE OR AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS AGREED TO BY WRITTEN INSTRUMENT SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF GE FANUC.
