EEC Systems, Inc. Sales and License Agreement

EEC Systems, Inc. (EEC) and Purchaser (PURCHASER) agree that 
these terms and conditions, including any documents expressly 
referred to in these terms and conditions, shall govern the sale 
and licensing of EEC, and Third Party hardware and software 
(collectively "products"). Copies of documents referred to in
these terms and conditions are available from EEC upon request. 
In the event that any other written agreement exists pertaining 
to EEC's sale or licensing to PURCHASER of products covered by 
this agreement, the terms of the other agreement take precedence.

1. WARRANTY.

1.1 EEC PRODUCTS WARRANTY - EEC products are warranted by EEC to 
PURCHASER against defects in workmanship and material for a 
period of ninety (90) days from the date of delivery of the EEC 
product, or for any longer warranty period expressly provided in 
the documentation accompanying the EEC product. EEC does not 
warrant that the operation or execution of any EEC product will 
be uninterrupted or error-free.

EXCLUSIVE REMEDIES - EEC will repair or replace any defective EEC
product reported and returned to EEC during the applicable 
warranty period or, at its option, EEC may refund the purchase 
price.

WARRANTY LIMITATAIONS - EEC's warranty on EEC products does not 
apply to conditions resulting from improper use, external causes, 
or modifications to the EEC software.

1.2 THIRD PARTY PRODUCTS WARRANTY - EEC does not warrant Third 
Party products, which EEC distributes "as is". Third Party 
products may be warranted by the manufacturer as expressly 
provided in the Third Party documentation accompanying the 
Third Party product. PURCHASER's exclusive remedy under any 
Third Party warranty shall be as provided in the Third Party 
documents accompanying the Third Party product.

1.3 DISCLAIMER OF WARRANTIES - The above warranties are 
PURCHASER's exclusive warranties and no other warranty, express 
or implied, shall apply. EEC specifically disclaims the implied 
warranties of merchantability and fitness for a particular 
purpose. 

2. SOFTWARE LICENSE AGREEMENT

2.1 EEC SOFTWARE - EEC grants to PURCHASER the right to execute
the EEC software only on a single personal computer or
workstation at a time, and to load, copy, or transmit the EEC 
software in whole or in part, only as necessary, for execution on 
that single personal computer or workstation. PURCHASER may also 
use EEC software on a multiuser or networking system only if (1) 
the EEC software is expressly licensed for use on a multiuser or
networking system, or (2) a software license is purchased for each
node or terminal on which the EEC software will be used.
PURCHASER may make archival copies as provided in the copyright
law of the United States of America. PURCHASER may transfer the
EEC software to another party provided the original copy of the 
license agreement accompanying the EEC software is simultaneously
transferred and the other party agrees to accept the terms and 
conditions of the license agreement. If you transfer the EEC
software, you must, at the same time, transfer all copies of the
software and the accompanying documentation, or destroy all copies
not transferred.

LICENSE LIMITATIONS - EEC software contains proprietary technology
of EEC and in some instances third parties. EEC and such third
parties transfer no title to their code in any EEC software to
PURCHASER. PURCHASER shall not use all or any part of the EEC
software except as explicitly set forth in these terms and 
conditions. PURCHASER shall not decompile or reverse assemble the
EEC software.

2.2 THIRD PARTY SOFTWARE - Third Party software is licensed in 
accordance with the terms and conditions of the Third Party
license agreement accompanying the Third Party software.
PURCHASER shall not use the Third Party software except as
provided in the Third Party license agreement accompanying the 
Third Party software. 

3. ALLOCATION OF LIABILITY

EEC'S LIABILITY TO PURCHASER FOR ANY CAUSE WHATSOEVER SHALL BE
LIMITED TO THE PURCHASE PRICE PAID TO EEC FOR THE PRODUCTS THAT 
ARE THE SUBJECT OF PURCHASERS CLAIM. THIS LIMITATION WILL APPLY
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT,
INCLUDING WITHOUT LIMITATION NEGLIGENCE. THE FOREGOING LIMITATION
DOES NOT APPLY TO DAMAGES RESULTING FROM PERSONAL INJURY CAUSED
BY EEC'S NEGLIGENCE.

IN NO EVENT WILL EEC BE LIABLE FOR ANY DAMAGES RESULTING FROM
LOSS OF DATA OR USE, LOST PROFITS, OR ANY INCIDENTAL OR 
CONSEQUENTIAL DAMAGES.

4. EXPORT

EEC software, like all U.S. origin software, is subject to U.S.
export control laws and regulations and may require
specific U.S. Government authorization prior to export.

5. U.S. GOVERNMENT RESTRICTED RIGHTS

EEC software and documentation are provided with "RESTRICTED
RIGHTS". Use, duplication, or disclosure by the U.S. Government
is subject to restrictions as set forth in subparagraph
(c)(1)(ii) of DFARS 252.227-7013, or FAR 52.227-19 or in FAR
52.227-14 Alt. III, as applicable. Contractor/manufacturer is
EEC Systems, Inc.

6. GENERAL PROVISIONS

This agreement is governed by and is construed under the laws
of the COMMONWEALTH OF MASSACHUSETTS, USA. EEC AND PURCHASER
ACKNOWLEDGE THAT EACH HAS READ THE TERMS AND CONDITIONS, 
UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEM. THE PARTIES
FURTHER AGREE THAT THESE TERMS AND CONDITIONS CONSTITUTE THE 
EXCLUSIVE AND ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT
TO THE SALE AND PURCHASE OF THE PRODUCTS.

7. ACCEPTANCE BY PURCHASER

BEFORE OPENING THE PACKAGING CONTAINING THE SOFTWARE, CAREFULLY
READ THE LICENSE AGREEMENT INCLUDED WITH THIS PACKAGE. DO NOT
OPEN THIS PACKAGE OR USE THE LICENSE KEY PROVIDED BY EEC UNTIL
YOU HAVE CAREFULLY READ AND AGREED WITH THE TERMS AND CONDITIONS.
IF YOU DO NOT AGREE WITH THE TERMS OF THIS LICENSE AGREEMENT,
PROMPTLY RETURN THE SOFTWARE AND ANY ACCOMPANYING ITEMS. IF YOU
OPEN THIS PACKAGE AND/OR LOAD THE SOFTWARE LICENSE KEY PROVIDED
BY EEC SYSTEMS, INC. OR YOUR DISTRIBUTOR, YOU WILL BE BOUND BY 
THE TERMS OF THIS LICENSE AGREEMENT.

  