BETA TEST LICENSE AGREEMENT

IMPORTANT NOTICE!
PLEASE READ THIS STATEMENT AND THE BETA TEST LICENSE
AGREEMENT COMPLETELY BEFORE USING THIS BETA SOFTWARE.
BY CLICKING ON THE BUTTON MARKED “YES” BELOW OR BY CONTINUING
TO USE THIS BETA SOFTWARE, YOU (EITHER AN INDIVIDUAL OR A SINGLE
ENTITY) INDICATE YOUR INTENTION TO BE BOUND BY AND ACCEPT THE
TERMS AND CONDITIONS OF THIS BETA TEST LICENSE AGREEMENT. IF
YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS YOU MAY NOT
ACCESS OR OTHERWISE USE THIS BETA SOFTWARE AND WILL IN FACT BE
PROHIBITED FROM DOING SO. THIS COMPUTER BETA SOFTWARE MAY BE
USED ONLY PURSUANT TO THE TERMS AND CONDITIONS SET FORTH
BELOW, AND SOLELY IN CONJUNCTION WITH THE ACCOMPANYING
SECURITY MECHANISM WHICH MUST BE PRESENT ON YOUR COMPUTER
(OR NETWORK AS APPLICABLE) AT ALL TIMES DURING SUCH USE.

Trial License
CNC Software, Inc. (“CNC”) a Connecticut corporation with its principal place of
business at 671 Old Post Rd., Tolland, Connecticut, 06084 hereby grants to you a non-
exclusive, non-transferable, revocable at will by CNC, trial license (the “Trial License”),
to use (and if applicable, to permit your authorized employees to use), at no cost and
solely in accordance with the terms and conditions of this Beta Test License Agreement,
this pre-commercial release software program (the “Beta Program”) and any
accompanying documentation (the “Documentation”) solely in conjunction with the
accompanying hardware or software device, method, scheme or other security measure
provided by CNC which allows a user to access the Beta Program and prevents
unauthorized access to the Beta Program (the “Security Mechanism”). (The Beta
Program, any updates to the Beta Program, and the Documentation shall hereinafter
collectively be referred to as the “Beta Software”). Use of the Beta Software shall begin
on the date of installation and shall end when terminated in accordance with the
termination provisions of this Beta Test License Agreement (the “Trial Period”). This
Trial License granted hereunder permits you to use only this Beta Software and does not
entitle you to evaluate any future “Beta” version of any other CNC software.

Restrictions
You may not use the Beta Program without a Security Mechanism provided by CNC or
CNC’s suppliers. When CNC or CNC’s suppliers provide you with a single-user Security
Mechanism, the Beta Program may only be used (in executable code form only) on a
single computer to which the Security Mechanism is directly attached. In the event CNC
or CNC’s suppliers provide you with a multiple-user Security Mechanism for use over an
internal network (a “Network Security Mechanism”), the Beta Program may be used: (a)
in executable code form only; (b) only on end-user computers that are connected to the
internal network to which the Network Security Mechanism is attached; and (c) only by

BETA LICENSE • 18 September 2001 • Page 1 of 1

the number of users and accessed by the number of end-user computers for which
licenses were purchased and as further allowed by the Network Security Mechanism.
You may physically transfer the Beta Program from one computer equipped with a
single-user Security Mechanism to another only if the Security Mechanism is included in
the transfer and is installed with the new computer.

You shall not:

(a) copy (except as provided below), adapt, modify the Beta Software; (b) publish,
display, disclose or create a derivative work from the Beta Software or any part thereof;
(c) de-compile or translate, disassemble, create or attempt to create, by reverse
engineering or otherwise, the source code form of the Beta Program from the executable
code of the Beta Program; (d) remove any proprietary notices, labels or marks from the
Beta Software; (e) rent, lease, distribute or transfer all or any part of the Beta Software to
any person or entity without the prior written consent of CNC; (f) use the Beta Software
to provide outsourcing, service bureau, time sharing or other services to any third party;
or (g) sublicense, assign, delegate or otherwise transfer your rights in the Beta Software,
under the Beta Test License Agreement or any of the related rights or obligations for any
reason without the prior written consent of CNC. You shall not circumvent, bypass,
modify, reverse engineer, disassemble, disable, alter, enhance or replicate the function of
the Security Mechanism in any manner whatsoever. Any attempt to do so shall result in
automatic termination of this Trial License without prejudice to all other legal rights and
remedies of CNC.

Your Trial Period Obligations

In consideration for participating in the evaluation, testing and development of the Beta
Software, during the Trial Period, you shall: (a) allow CNC (or its suppliers) to visit the
premises at which the Beta Program is installed during regular business hours and upon
reasonable prior notice to you to assist with the installation of the Beta Program and
periodically thereafter for troubleshooting testing and maintenance; (b) appoint an
individual as the contact coordinator in order to coordinate the collection of information
concerning use of the Beta Software and to respond to questions from CNC; (c) provide a
proper operating environment and hardware for the Beta Program as specified by CNC;
(d) provide troubleshooting, debugging, and maintenance assistance (such as system
backup and program module replacement) according to CNC’s request and detailed
instructions; (e) monitor its use of the Beta Program and communicate its observations
and problems regarding the Beta Program (including errors, failures, unconforming
results, and unexpected performances) in writing to CNC on a regular basis; (f) install, as
soon as practical, all fixes, releases, and updates to the Beta Software delivered to you;
and (g) provide to CNC such further documentation and assistance as may reasonably be
requested by CNC.

Copying Restrictions
You may make one (1) copy of the Beta Software for backup or archival purposes,
provided that you reproduce all proprietary notices of CNC on any such copy.

BETA LICENSE • 18 September 2001 • Page 2 of 2

Non Transferable
You may not transfer or assign the Beta Program or this Beta Test License Agreement or
any rights or obligations hereunder. Any attempt to do so will be void and shall result in
automatic termination of this Trial License without prejudice to all other legal rights and
remedies of CNC.

Intellectual Property Rights

The Beta Software is and includes intellectual property of CNC. All associated
intellectual property rights, including, without limitation, worldwide patent, trademark,
copyright and trade secret rights, are reserved. CNC retains all right, title and interest in
and copyrights to the Beta Software, regardless of the form or media in or on which the
original or other copies may subsequently exist. This Beta Test License Agreement shall
not constitute a sale of the Beta Software and no title or proprietary rights to the Beta
Software are transferred to you hereby. You acknowledge that the Beta Software is a
unique, confidential and valuable asset of CNC, and CNC shall have the right to seek all
equitable and legal redress, which may be available to it for the breach or threatened
breach of this Beta Test License Agreement including, without limitation, injunctive
relief. Unauthorized copying of the Beta Software or failure to comply with the above
restrictions shall result in automatic termination of this Trial License and this Beta Test
License Agreement without prejudice to all other legal rights and remedies of CNC.

Confidentiality
You acknowledge and agree that in connection with using the Beta Software, you shall
have access to and knowledge of confidential and proprietary information of CNC. You
shall treat as confidential and keep secret all information contained in the Beta Software
as well as all information that is conveyed to you by CNC or learned by you during the
Trial Period to the extent that such information is by its nature confidential and/or a trade
secret, including but not limited to the Beta Software’s features and modes of operation,
inventions (whether or not patentable), techniques, processes, algorithms, schematics,
testing procedures, software design and architecture, computer code, internal
documentation, design and function specifications, analysis and performance
information, user documentation and other technical information, plans and data. This
undertaking shall not apply to information that becomes part of the public domain
through no act or omission of your own or is in your lawful possession prior to disclosure
of it. This undertaking shall also not apply to disclosure of information by requirement of
statute or other law.

You acknowledge that the Beta Software contains proprietary trade secrets of CNC and
you hereby agree to maintain the confidentiality of the Beta Software using at least as
great a degree of care as you use to maintain the confidentiality of your own most
confidential information. You agree to reasonably communicate the terms and conditions
of this Beta Test License Agreement to those persons employed by you who come into
contact with the Beta Software, and to use reasonable best efforts to ensure their
compliance with such terms and conditions, including, without limitation, not knowingly

BETA LICENSE • 18 September 2001 • Page 3 of 3

permitting such persons to use any portion of the Beta Program for the purpose of
deriving the source code of the Beta Program or defeating the Security Mechanism.

Enforcement Obligations
In the event you become aware that any person or entity in your employ or under your
control in a manner not authorized by this Beta Test License Agreement is using the Beta
Software, you shall immediately use reasonable best efforts to have such unauthorized
use of the Beta Software immediately cease. You shall promptly notify CNC in writing of
any unauthorized use of the Beta Software of which you become aware.

Limited Warranties
THE BETA SOFTWARE IS NOT A FULLY TESTED PRODUCT OFFERING, AND
HAS NOT BEEN COMPLETED ACCORDING TO CNC’S NORMAL
DEVELOPMENT PROCEDURES. YOUR USE OF THE BETA SOFTWARE IS AT
YOUR SOLE RISK; THE BETA SOFTWARE AND ASSOCIATED
DOCUMENTATION MAY CONTAIN DEFECTS, FAIL TO COMPLY WITH
APPLICABLE SPECIFICATIONS, AND PRODUCE UNINTENDED OR
ERRONEOUS RESULTS WHEN OPERATED EITHER BY ITSELF OR IN
COMBINATION WITH OTHER SYSTEMS OR PRODUCTS. THE BETA
SOFTWARE IS PROVIDED "AS IS". CNC MAKES NO REPRESENTATIONS OR
WARRANTIES REGARDING THE BETA SOFTWARE, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CNC IS
NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE BETA SOFTWARE.
SHOULD THE BETA SOFTWARE PROVE DEFECTIVE, YOU (AND NOT CNC, ITS
DISTRIBUTOR, OR RETAILER) ASSUME THE ENTIRE COST OF ALL
NECESSARY SERVICING, REPAIR OR CORRECTION AND ANY INCIDENTAL
OR CONSEQUENTIAL DAMAGES.

YOU SHALL BE RESPONSIBLE FOR ANY USE OF THE BETA SOFTWARE IN

YOUR OPERATIONS, INCLUDING USE BY YOUR OFFICERS OR EMPLOYEES.
YOU SHALL BE RESPONSIBLE FOR VERIFYING ANY OUTPUT RESULTING
FROM USE OF THE BETA SOFTWARE IF YOU INTEND TO USE OR RELY ON
SUCH OUTPUT FOR OPERATIONAL PURPOSES. YOU SHALL FOLLOW
PROPER BACKUP PROCEDURES FOR ANY OTHER PROGRAMMING AND ALL
DATA TO PROTECT AGAINST LOSS OR ERROR RESULTING FROM USE OF
ANY OR ALL OF THE BETA SOFTWARE.

Limitation of Liability
IN NO EVENT WILL CNC, OR ITS EMPLOYEES, SHAREHOLDERS OR
SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, SPECIAL,
PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF
PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION)

BETA LICENSE • 18 September 2001 • Page 4 of 4

ARISING OUT OF OR IN CONNECTION WITH THIS BETA TEST LICENSE
AGREEMENT OR THE SUBJECT MATTER HEREOF EVEN IF CNC HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CNC’S ENTIRE
LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS BETA TEST
LICENSE AGREEMENT OR OTHERWISE SHALL NOT EXCEED THE GREATER
OF THE AMOUNT OF THE FEES PAID BY YOU FOR THE BETA SOFTWARE OR
FIVE DOLLARS (U.S. $5.00). SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS
OR EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnification
You shall indemnify and hold harmless CNC, its officers, directors, employees, suppliers
and agents from and against all losses, settlements, claims, actions, suits, proceedings,
judgments, awards, damages, liabilities, costs and expenses including, without limitation,
reasonable attorneys’ fees (collectively “Losses”) which arise out of or as a result of any
breach of this Beta Test License Agreement by you or your employees, agents, resellers,
dealers or sub-dealers and shall reimburse CNC for any and all legal, accounting and
other fees, costs and expenses reasonably incurred by any of them in connection with
investigating, mitigating or defending any such Losses.

Educational Pricing
If you received this Beta Software under or in accordance with a CNC “Educational
Pricing” plan, option, schedule or program you shall not use this Beta Software to
conduct any computer aided design, computer aided drafting or computer aided
machining activities that intentionally, incidentally, directly or indirectly result in the
receipt, derivation or generation of profit to or by you.

Termination
CNC may, in its sole discretion, revoke the Trial License for this Beta Software at any
time upon notice to you or the entity on whose behalf, for whose benefit or at whose
direction you are using this Software. In any event, the Trial License shall expire and the
Trial Period shall end upon any of: (a) the commercial release of the Beta Software by
CNC; (b) a new version of the Beta Software by CNC (at which time you will be required
to agree to a new Trial License for such beta software) and/or (c) the purchase by you of
a license for a commercial release version of the Beta Software. Within five (5) days of
any such expiration, you shall return to CNC (or, at CNC’s sole discretion and direction,
destroy) the Beta Software and the Security Mechanism. Upon return of the Beta
Software and/or the Security Mechanism (with notice of the destruction of the Software,
as appropriate), you shall have no further right to use the Beta Software and CNC shall
have no further obligations to you regarding such Beta Software.

General
This Beta Test License Agreement shall be construed, interpreted and governed by the
laws of the state of Connecticut, without regard to conflicts of law provisions. The sole

BETA LICENSE • 18 September 2001 • Page 5 of 5

jurisdiction and venue for any litigation arising from or related to this Beta Test License
Agreement or the subject matter hereof shall be in an appropriate state or federal court
located in Hartford, Connecticut, and you hereby submit to the jurisdiction of such courts.
This Beta Test License Agreement shall constitute the entire agreement between you and
CNC with respect to the subject matter hereof. Any waiver or modification of this Beta
Test License Agreement shall be valid only if it is in writing and signed by both parties
hereto. If any part of this Agreement is found invalid or unenforceable by a court of
competent jurisdiction, the remainder of this Agreement shall be interpreted so as to
reasonably effect the intention of the parties.

U.S. Government Restricted Rights

The Beta Software provided hereunder is a “commercial item,” as that term is defined in
48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial
computer software documentation,” as such terms are used in 48 C.F.R. 12.212.
Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, the
Beta Software made available to the United States of America, its agencies and/or
instrumentalities, is provided with only those rights set forth in this Agreement. Use,
duplication or disclosure of the Beta Software by the government is subject to the
restrictions as set forth in subparagraph (c)(1) and (2) of the Commercial Computer
Software-Restricted Rights clause at 48 C.F.R. 52.227-19, as amended, or any successor
regulations thereto.

Export Restrictions
You represent and warrant that you will not, without obtaining prior written authorization
from CNC and, if required, of the Bureau of Export Administration of the United States
Department of Commerce or other relevant agency of the United States Government,
export or reexport, directly or indirectly, the Beta Software from the United States to (i)
any country destination to which export is restricted by the Export Administration
Regulations of the United States Department of Commerce; (ii) any country subject to
sanctions administered by the Office of Foreign Assets Control, United States
Department of the Treasury; or (iii) such other countries to which export is restricted by
any other United States government agency. You further agree that you are solely
responsible for compliance with any import laws and regulations of the country of
destination of a permitted export or reexport, and any other import requirement related to
a permitted export or reexport.

Survival

All provisions of this Beta Test License Agreement relating to confidentiality, non-
disclosure, CNC’s proprietary rights, disclaimers, and limits of liability, or
indemnification by Customer shall survive termination of this Trial License for any
reason.

Reservation of Rights
All rights not expressly granted are reserved by CNC.

BETA LICENSE • 18 September 2001 • Page 6 of 6

IF YOU AGREE WITH THIS TRIAL LICENSE, CLICK “YES”. IF YOU CLICK
“YES”, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND
UNDERSTAND THIS BETA TEST LICENSE AGREEMENT AND AGREE TO BE
BOUND BY IT’S TERMS.

BETA LICENSE • 18 September 2001 • Page 7 of 7