INTEGRIWISE END USER LICENCE AGREEMENT

IMPORTANT NOTICE
By using this software, you are acknowledging a clear understanding and
agreement to the terms of this licence. If you do not agree to these terms DO
NOT input the registration code enabling access to the full version of the
software.

It is an offence to reproduce or distribute this software of parts thereof

without authorisation. Such actions can lead to criminal or civil
proceedings that may result in severe penalties or damage claims.

1 AGREEMENT

This is a legal agreement between you (THE LICENSEE) and TWI Ltd.,
Granta Park, Great Abington, Cambridge CB21 6AL, United Kingdom (THE
LICENSOR) for the use of the computer program ‘IntegriWISE’
(INTEGRIWISE) under the terms of this Licence.

2. DEFINITIONS

In this Licence where the context so permits, the singular includes the
plural and vice-versa and each of the following expressions has the
meaning set out opposite:-

INTEGRIWISE means the present computer program ‘IntegriWISE’

in the released, full version and includes the
software or other media with which this Licence
is provided, including but not limited to any
incorporated standards.

DIRECTIVE means the European Community’s Directive on the

Legal Protection of Computer Programs, Directive
91/250.

LICENCE DATE means the date that THE LICENSEE inputs the
UNLOCK CODE into the limited demonstration
version of the software enabling access to
INTEGRIWISE.

PRODUCT KEY means the 30-alphanumeric code supplied by THE

LICENSOR to the LICENSEE that enables the start
of the registration process to gain access to
INTEGRIWISE.

CUSTOMER CODE means the 40-alphanumeric code provided by THE

LICENSEE to THE LICENSOR that enables provision
of the UNLOCK CODE.

UNLOCK CODE means the 215(or more)-alphanumeric code provided

by THE LICENSOR to THE LICENSEE that unlocks the
software and this enables use of INTEGRIWISE
under the conditions of this Licence.
 REGISTRATION DATE means the date that THE LICENSOR releases the
UNLOCK CODE to THE LICENSEE enabling access to
INTEGRIWISE.

SUPPORT CONTRACT means the agreement to provide software support

particulars of which are set forth in Schedule A
attached hereto.

3. GRANT OF LICENCE

3.1 THE LICENSOR hereby grants THE LICENSEE a non-exclusive, right to

install/use one copy of INTEGRIWISE under the conditions identified
herein particularly with regard to the quantity of computers.

3.2 THE LICENSOR will issue to THE LICENSEE the appropriate PRODUCT KEY and
UNLOCK CODE in accordance with Clause 5. Both codes are required to
register the software and gain access for the first time to the
released, full version of the computer program ‘IntegriWISE’. THE
LICENSEE should keep a record of both codes.

3.3 This Licence is made effective on the LICENCE DATE.

4. USE OF INTEGRIWISE

4.1 By entering the UNLOCK CODE into the limited demonstration version of
the ‘IntegriWISE’ software THE LICENSEE acknowledges that they have
read, understood and agree to be bound by the terms of this Licence.

4.2 THE LICENSEE agrees to comply with all applicable national and
international laws and regulations in relation to the installation and
use of INTEGRIWISE. Access to INTEGRIWISE in territories where an export
licence or other is required and has not been obtained by THE LICENSEE,
or is illegal, is prohibited.

4.3 Title to INTEGRIWISE and all copies remain with THE LICENSOR.
INTEGRIWISE is copyrighted and THE LICENSEE will not remove copyright or
trademark notices from it.

4.4 THE LICENSEE agrees to prevent any unauthorised copying of INTEGRIWISE.

4.5 THE LICENSEE may:

i) use INTEGRIWISE on one computer;

ii) copy INTEGRIWISE solely for the purpose of archiving or back up as

provided for in the DIRECTIVE. Any such copy must contain all of
INTEGRIWISE’s proprietary notices.

4.6 THE LICENSEE may not:

i) use INTEGRIWISE on more than one computer at the same time;

ii) permit the use of INTEGRIWISE by any third

party by way of rental transfer, sale or otherwise;

iii) enable access of INTEGRIWISE by a party other than THE LICENSEE;

 iv) create derivative works based upon INTEGRIWISE or any part of it;

v) reverse compile or disassemble INTEGRIWISE except as provided for

in the DIRECTIVE or modify, merge or combine it with any other
software;

vi) copy INTEGRIWISE in whole or in part except as provided for in

this Licence;

vii) assign this Licence without the written agreement of THE LICENSOR.

4.7 Risk relating to INTEGRIWISE will pass to THE LICENSEE on the LICENCE
DATE. If subsequently INTEGRIWISE is in whole or part destroyed, damaged
or lost THE LICENSOR will upon request replace it.

5. REMUNERATION

THE LICENSOR shall receive from THE LICENSEE the appropriate one-off
licence fee for the use of INTEGRIWISE. Payment of same from THE
LICENSEE will enable THE LICENSOR to issue the appropriate PRODUCT KEY
and UNLOCK CODE to THE LICENSEE.

6. REGISTRATION PROCESS

In accordance with Clause 5 THE LICENSOR will issue a PRODUCT KEY to THE
LICENSEE. THE LICENSEE must input this code into the software during the
registration process. THE LICENSEE’s computer will automatically
generate a CUSTOMER CODE that is unique to that computer. This CUSTOMER
CODE should be supplied to THE LICENSOR during the registration process
to enable THE LICENSOR to release the UNLOCK CODE to THE LICENSEE that
will enable the registration process to be completed and thus give THE
LICENSEE full access to INTEGRIWISE.

7. SOFTWARE SUPPORT

7.1 THE LICENSEE shall be entitled to software support as outlined in the

SUPPORT CONTRACT free of charge for a 12-month period from the
REGISTRATION DATE. At the end of this period THE LICENSEE has the option
to receive software support as outlined in the SUPPORT CONTRACT subject
to the payment of the prevailing fees.

7.2 When accessing software support in the initial 12-month period THE
LICENSEE should contact TWI at the co-ordinates identified in the
SUPPORT CONTRACT and should quote the PRODUCT KEY.

8. NO WARRANTY

8.1 THE LICENSOR makes no warranties, express or implied, or statutory, as

to any other matters, including but not limited to the non-infringement
of third party rights, merchantability and fitness for purpose.

8.2 THE LICENSOR does not warranty the performance of INTEGRIWISE nor the
result of decisions made or actions taken based upon information
contained in or generated by the use of INTEGRIWISE.

9. LIMITATION OF LIABILITY
9.1 INTEGRIWISE IS SUPPLIED ONLY ON THE BASIS THAT THE LICENSEE WILL
UNDERTAKE VERIFICATION OF ANY RESULTS GENERATED TO ENSURE AS FAR AS IS
REASONABLY PRACTICAL THAT THE PROPER USE OF SUCH RESULTS WILL BE SAFE
AND WITHOUT RISK TO HEALTH.

9.2 UNDER NO CIRCUMSTANCE AND UNDER NO LEGAL THEORY, TORT, CONTACT, OR

OTHERWISE, SHALL THE LICENSOR BE LIABLE TO THE LICENSEE OR ANY OTHER
PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
OF ANY CHARACTER INCLUDING, WITHOUT LIMITATIONS, DAMAGES FOR LOSS OF
GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR ANY AND ALL
OTHER COMMERCIAL DAMAGES OR LOSSES.

9.3 IN NO CIRCUMSTANCES WILL THE LICENSOR BE LIABLE FOR ANY DAMAGES IN

EXCESS OF THE AMOUNT THE LICENSOR RECEIVED FROM THE LICENSEE FOR A
LICENCE FOR INTEGRIWISE, EVEN IF THE LICENSOR SHALL HAVE BEEN INFORMED
OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY CLAIM BY ANY OTHER PARTY.

9.4 THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR
PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.
FURTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION
OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION OF LIABILITY
MAY NOT APPLY TO THE LICENSOR.

10. TERM

This Licence is effective on the LICENCE DATE for an unlimited period

unless terminated earlier according to the provisions herein.

11. TERMINATION

11.1 Either party has the right to terminate this Licence by giving notice to
the other party except that THE LICENSOR may terminate this Licence
immediately without notice if THE LICENSEE fails to comply with its
terms and conditions.

11.2 Upon termination or cancellation of this Licence THE LICENSEE will NOT
be allowed further use of INTEGRIWISE and shall destroy INTEGRIWISE and
any and all copies immediately.

11.3 THE LICENSEE shall confirm in writing to THE LICENSOR that the actions
described in clause 11.2 above has been carried out and afford THE
LICENSOR every opportunity to verify such facts as necessary.

12. GENERAL

12.1 This Licence shall be governed by and construed in accordance with the
Laws of England.

12.2 If any provision of this Licence is found by any court of competent

jurisdiction to be void or unenforceable, then the remaining provisions
shall remain in effect.

12.3 The termination of this Licence, howsoever occasioned, shall be without

prejudice to any obligations or rights on the part of either party that
shall have accrued prior to the date of such termination and shall not
affect or prejudice any provision of this Licence that is expressly or
 by implication provided to come into effect on, or continue in effect
after, such termination.

12.4 Amendments and additions to this Licence including this clause must be
made in writing. No oral sub-agreements have been concluded. Standard
terms and conditions of THE LICENSEE are not part of this Licence and do
not apply to this contractual relationship.

12.5 The failure of either party at any time to enforce any of the terms,
provisions or conditions of this Licence or to exercise any right
hereunder shall not constitute a waiver of the same or affect that
party’s right thereafter to enforce the same.

12.6 Nothing herein contained shall be construed as establishing a

partnership or as creating any joint obligation between the parties
except as may be specifically set out herein.

SCHEDULE A

INTEGRIWISE SUPPORT CONTRACT

Reference document only

LICENSEE NAME:
LICENSEE ADDRESS:

CONTRACT NO:

CONTRACT PERIOD:

TWI Ltd, Granta Park, Great Abington, Cambridge CB21 6AL, United Kingdom
(TWI) agrees to provide to the licensee identified above (THE LICENSEE)
software support as described herein for the contract period identified
above. Such software support is provided for the full version of the
‘IntegriWISE’ software program licensed to THE LICENSEE (INTEGRIWISE).

1. Software support shall consist of:

i) SOFTWARE UPGRADES: The provision of functional upgrades of

INTEGRIWISE to THE LICENSEE. This excludes new releases of and
add-ins to INTEGRIWISE.

ii) SOFTWARE QUERY HELPDESK: Response to questions relating to

software installation and/or operational problems relating to
INTEGRIWISE by either telephone, fax or e-mail within a
reasonable time. TWI requires that a single source contact for
each site be established for this support.
 iii) DEFECT CORRECTION: If TWI determines that a problem reported by
THE LICENSEE is caused by a defect in the software (i.e. a bug)
then TWI shall remedy such defect within a reasonable time. THE
LICENSEE will be required to supply TWI with sufficient
documentation to enable such corrective action.

2. THE LICENSEE should quote the Contract No. above in all correspondence
with TWI.

3. THE LICENSEE should contact TWI at the following co-ordinates with

software support requests:
By post: Software Development, TWI Ltd., Granta Park, Great
Abington, Cambridge CB21 6AL, United Kingdom
By telephone: +44 (0) 1223 894091
By e-mail: integriwise@twi.co.uk

Signed for and on behalf of TWI Ltd.

-------------------------
TWI Ltd.

DOC/SSC-06/05