                            CAD Masters, Inc.
                              
                        Customer Software License
                              
                              
                          - READ THIS BEFORE USE -

Please read this License carefully

This is a license to use Selection Tools.
CAD Masters, Inc. Selection Tools. is owned by and remains the property of 
CAD Masters, is protected by international copyrights, and is 
transferred to the original purchaser and any subsequent owner of the
CAD Masters, Inc. Selection Tools media for their use only upon the license 
terms set forth below.

GRANT OF LICENSE.  CAD Masters, Inc. ("CMI"), 
hereby grants the original purchaser ("Licensee") the limited rights to 
possess and use the accompanying Selection Tools software 
("Software"), consisting of machine-readable computer code and 
documentation, upon the terms and conditions specifically set out in this
License.

YOUR AGREEMENT.

Licensee agrees that the Software will be used solely for Licensee's internal
purposes.  One machine-readable copy of the Software may be made for BACK-UP 
PURPOSES ONLY, and the copy shall display all proprietary
notices, and be labeled externally to show that the back-up copy is the 
property of CMI, and that its use is subject to this License.  
Documentation in whole or part may not be copied.

Use of the Software by any department, agency or other entity of the U.S. 
Federal Government is limited by the terms of the attached "Rider for U.S. 
Governmental Entity Users", which is incorporated by reference.

Licensee may transfer its rights under this License, PROVIDED that the 
party whom such rights are transferred agrees to the terms and conditions 
of this License, and written notice is provided to CMI.  Upon such 
transfer, Licensee must transfer or destroy all copies of the Software.

Except as expressly provided in this License, Licensee may not use, copy,
disseminate, modify, distribute, sub-license, sell, rent, lease, lend, give
or in any other way transfer, by any means orin any medium, including
telecommunications, the Software.  Licensee will use its best efforts and 
take all reasonable steps to protect the Software from unauthorized use, 
copying or dissemination, and will maintain all proprietary notices intact.

TERM.  This License is effective as of the time Licensee receives the 
Software, and shall continue in effect until Licensee ceases all use of the 
Software and either destroys, or returns to CMI, all copies
thereof, or until automatically terminated upon the failure of Licensee to 
comply with any of the terms of this License.

LIMITED WARRANTY.  CMI warrants the Software media to be
free of defects in workmanship for a period of ninety (90) days from 
purchase.  During this period CMI will replace at no cost any such 
media returned to CMI, postage prepaid.  This service is CMI's sole
liability under this warranty.

DISCLAIMER.    LICENSE FEES FOR THE SOFTWARE DO NOT 
INCLUDE ANY CONSIDERATION FOR ASSUMPTION OF RISK BY 
CMI, AND CMI DISCLAIMS ANY AND ALL LIABILITY 
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING
OUT OF THE USE OR OPERATION OR INABILITY TO USE THE 
SOFTWARE, OR ARISING FROM THE NEGLIGENCE OF CMI
OR ITS EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS OR
DEALERS, EVEN IF ANY OF THESE PARTIES HAVE BEEN 
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
FURTHERMORE, LICENSEE INDEMNIFIES AND AGREES TO HOLD 
CMI HARMLESS FROM SUCH CLAIMS.  THE RISK AS TO THE 
RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED
BY THE LICENSEE.  THE WARRANTIES EXPRESSED IN THIS 
LICENSE ARE THE ONLY WARRANTIES MADE BY CMI, AND 
ARE IN LIEU OF ALL OTHER WARRANTIES OF 
MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR 
PURPOSE.

THIS WARRANTY PROVIDES LICENSEE SPECIFIED LEGAL
RIGHTS, AND LICENSEE MAY ALSO HAVE OTHER RIGHTS 
WHICH VARY FROM JURISDICTION TO JURISDICTION.  SOME 
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR 
LIMITATION OF WARRANTIES, SO THE ABOVE LIMITATIONS OR
EXCLUSIONS MAY NOT APPLY.

GENERAL.  This License is the complete and exclusive statement of the 
parties agreement.  Should any provision of this License be held to be 
invalid by any court of competent jurisdiction, that provision will be 
enforced to the maximum extent permissible, and the remainder of the
License shall nonetheless remain in full force and effect.  This License 
shall be controlled by the laws of the State of California and the United 
States of America, as applicable.


          RIDER FOR U.S. GOVERNMENTAL ENTITY USERS

This is a Rider to the CAD Masters, Inc. Customer Software 
License, ("License"), and shall take precedence over the License where a 
conflict occurs.

1.  The Software was: developed at private expense; no portion was 
developed with government funds; is a trade secret of CMI and its 
licensor for all purposes of the Freedom of Information Act; is 
"commercial computer software" subject to limited utilization as provided 
in any contract between the vendor and the government entity; and in all 
respects is proprietary data belonging solely to CMI and its licensor.

2.  For units of the DOD, the Software is sold only with "Restricted Rights" 
as that term is defined in the DOD Supplement to DFAR 252.227-7013 
b)(3)(ii), and use, duplication or disclosure is subject to restrictions set 
forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and 
Computer Software clauses at 252.227- 013.  Manufacturer: CAD Masters,
Inc., 1111 Civic Blvd., Suite 130, Walnut Creek, CA  94596 USA

3.  If the Software was acquired under a GSA Schedule, the Government 
has agreed to refrain from changing or removing any insignia or lettering 
from the Software or Documentation or from producing copies of manuals 
or disks (except for backup purposes) and: (1) Title to and ownership of the 
Software and Documentation and any reproductions thereof shall remain 
with CMI and its licensor; (2) use of the Software shall be limited to 
the facility for which it is acquired; and (3) if the use of the Software is 
discontinued at the original installation and the Government wishes to use 
it at another location, it may do so by giving prior written notice to 
CMI, specifying the new location site and class of computer.

4.  Governmental personnel using the Software, other than under DOD 
contract or GSA Schedule, are hereby on notice that use of the Software is 
subject to restrictions that are the same or similar to those specified above.

