This SOFTWARE LICENSE (the "License") constitutes a legally binding agreement between Frontline Systems, Inc. ("Frontline") and the person or organization ("Licensee") acquiring the right to use certain computer program products offered by Frontline (the "Software"), in exchange for Licensees payment to Frontline (the "Fees").  Licensee may designate the individual(s) who will use the Software from time to time, in accordance with the terms of this License.  Unless replaced by a separate written agreement signed by an officer of Frontline, this License shall govern Licensee's use of the Software.  BY DOWNLOADING, ACCEPTING DELIVERY OF, INSTALLING, OR USING THE SOFTWARE, LICENSEE AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS LICENSE.

1.  LICENSE GRANT AND TERMS.

Grant of License:  Subject to all the terms and conditions of this License, Frontline grants to Licensee a non-exclusive, non-transferable except as provided below, right and license to Use the Software (as the term "Use" is defined below) for the term as provided below, with the following restrictions:

Evaluation License:  If and when offered by Frontline, on a one-time basis only, for a Limited Term determined by Frontline in its sole discretion, Licensee may Use the Software on one computer (the "PC"), and Frontline will provide Licensee with a license code enabling such Use.  The Software must be stored only on the PC.  An Evaluation License may not be transferred to a different PC.

Standalone License:  Upon Frontlines receipt of payment from Licensee of the applicable Fee for a single-Use license ("Standalone License"), Licensee may Use the Software for a Permanent Term on one computer (the "PC"), and Frontline will provide Licensee with a license code enabling such Use.  The Software may be stored on one or more computers, servers or storage devices, but it may be Used only on the PC.  If the PC fails in a manner such that Use is no longer possible, Frontline will provide Licensee with a new license code, enabling Use on a repaired or replaced PC, at no charge.  A Standalone License may be transferred to a different PC while the first PC remains in operation only if (i) Licensee requests a new license code from Frontline, (ii) Licensee certifies in writing that the Software will no longer be Used on the first PC, and (iii) Licensee pays a license transfer fee, unless such fee is waived in writing by Frontline in its sole discretion.

Flexible Use License:  Upon Frontlines receipt of payment from Licensee of the applicable Fee for a multi-Use license ("Flexible Use License"), Licensee may Use the Software for a Permanent Term on a group of several computers as provided in this section, and Frontline will provide Licensee with a license code enabling such Use. The Software may be stored on one or more computers, servers or storage devices interconnected by any networking technology that supports the TCP/IP protocol (a "Network"), copied into the memory of, and Used on, any of the computers on the Network, provided that only one Use occurs at any given time, for each Flexible Use License purchased by Licensee.  Frontline will provide to Licensee (under separate license) and Licensee must install and run License Server software ("LSS") on one of the computers on the Network (the "LS"); other computers will temporarily obtain the right to Use the Software from the LS.  If the LS fails in a manner such that the LSS cannot be run, Frontline will provide Licensee with a new license code, enabling Use on a repaired or replaced LS, at no charge.  A Flexible Use License may be transferred to a different LS while the first LS remains in operation only if (i) Licensee requests a new license code from Frontline, (ii) Licensee certifies in writing that the LSS will no longer be run on the first LS, and (iii) Licensee pays a license transfer fee, unless such fee is waived by Frontline in its sole discretion.

"Use" of the Software means the use of any of its functions to define, analyze, solve (optimize, simulate, etc.) and/or obtain results for a single user-defined model.  Use with more than one model at the same time, whether on one computer or multiple computers, requires more than one Standalone or Flexible Use License.  Use occurs only during the time that the computers processor is executing the Software; it does not include time when the Software is loaded into memory without being executed.  The minimum time period for Use on any one computer shall be ten (10) minutes, but may be longer depending on the Software function used and the size and complexity of the model.

Other License Restrictions:  The Software includes license control features that may write encoded information about the license type and term to the PC or LS hard disk; Licensee agrees that it will not attempt to alter or circumvent such license control features.  This License does not grant to Licensee the right to make copies of the Software or otherwise enable use of the Software in any manner other than as described above, by any persons or on any computers except as described above, or by any entity other than Licensee.  Licensee acknowledges that the Software and its structure, organization, and source code constitute valuable Intellectual Property of Frontline and/or its suppliers and Licensee agrees that it shall not, nor shall it permit, assist or encourage any third party to: (a) copy, modify adapt, alter, translate or create derivative works from the Software; (b) merge the Software into any other software or use the Software to develop any application or program having the same primary function as the Software; (c) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer the Software; (d) "share" use of the Software with anyone else; (e) make the Software available over the Internet, a company or institutional intranet, or any similar networking technology, except as explicitly provided in the case of a Flexible Use License; (f) reverse compile, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for  the Software; or (g) otherwise exercise any rights in or to the Software, except as  permitted in this Section.

U.S. Government:  The Software is 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 the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable.  Contractor/manufacturer is Frontline Systems, Inc., P.O. Box 4288, Incline Village, NV 89450.

2.  ANNUAL SUPPORT.

Limited warranty:  If Licensee purchases an "Annual Support Contract" from Frontline, then Frontline warrants, during the term of such Annual Support Contract ("Support Term"), that the Software covered by the Annual Support Contract will perform substantially as described in the User Guide published by Frontline in connection with the Software, as such may be amended from time to time, when it is properly used as described in the User Guide, provided, however, that Frontline does not warrant that the Software will be error-free in all circumstances.  During the Support Term, Frontline shall make reasonable commercial efforts to correct, or devise workarounds for, any Software errors (failures to perform as so described) reported by Licensee, and to timely provide such corrections or workarounds to Licensee.

Disclaimer of Other Warranties:  IF THE SOFTWARE IS COVERED BY AN ANNUAL SUPPORT CONTRACT, THE LIMITED WARRANTY IN THIS SECTION 2 SHALL CONSTITUTE FRONTLINE'S ENTIRE LIABILITY IN CONTRACT, TORT AND OTHERWISE, AND LICENSEES EXCLUSIVE REMEDY UNDER THIS LIMITED WARRANTY.  IF THE SOFTWARE IS NOT COVERED BY A VALID ANNUAL SUPPORT CONTRACT, OR IF LICENSEE PERMITS THE ANNUAL SUPPORT CONTRACT ASSOCIATED WITH THE SOFTWARE TO EXPIRE, THE DISCLAIMERS SET FORTH IN SECTION 3 SHALL APPLY.

3.  WARRANTY DISCLAIMER.

EXCEPT AS PROVIDED IN SECTION 2 ABOVE, THE SOFTWARE IS PROVIDED "AS IS" AND "WHERE IS" WITHOUT WARRANTY OF ANY KIND; FRONTLINE AND, WITHOUT EXCEPTION, ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE AND THE SAME ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  WITHOUT LIMITING THE FOREGOING, FRONTLINE DOES NOT REPRESENT, WARRANTY OR GUARANTEE THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR MEET LICENSEES EXPECTATIONS.  FRONTLINE DOES NOT MAKE ANY WARRANTY REGARDING THE SOFTWARE'S RESULTS OF USE OR THAT FRONTLINE WILL CORRECT ALL ERRORS.  THE LIMITED WARRANTY SET FORTH IN SECTION 2 IS EXCLUSIVE AND FRONTLINE MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO THE SOFTWARE, ANNUAL SUPPORT AND/OR OTHER SERVICES PROVIDED IN CONNECTION WITH THIS LICENSE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.

4.  LIMITATION OF LIABILITY.

IN NO EVENT SHALL FRONTLINE OR ITS SUPPLIERS HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SOFTWARE OR THE EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.  NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL FRONTLINES TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS LICENSE, THE SOFTWARE, AND ANY SUPPORT CONTRACTS PROVIDED BY FRONTLINE TO LICENSEE HEREUNDER, WHETHER IN CONTRACT OR TORT OR OTHERWISE EXCEED THE PRICE OF ONE STANDALONE LICENSE.  LICENSEE ACKNOWLEDGES THAT THIS ARRANGEMENT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS LICENSE AND THAT FRONTLINE WOULD NOT ENTER INTO THIS LICENSE WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  LICENSEE ACKNOWLEDGES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

REGARDLESS OF WHETHER LICENSEE PURCHASES AN ANNUAL SUPPORT CONTRACT FROM FRONTLINE, LICENSEE UNDERSTANDS AND AGREES THAT ANY RESULTS OBTAINED THROUGH LICENSEE'S USE OF THE SOFTWARE ARE ENTIRELY DEPENDENT ON LICENSEES DESIGN AND IMPLEMENTATION OF ITS OWN OPTIMIZATION OR SIMULATION MODEL, FOR WHICH LICENSEE IS ENTIRELY RESPONSIBLE, EVEN IF LICENSEE RECEIVED ADVICE, REVIEW, OR ASSISTANCE ON MODELING FROM FRONTLINE.

5.  TERM AND TERMINATION.

Term:  The License shall become effective when Licensee first downloads, accepts delivery, installs or uses the Software, and shall continue: (i) in the case of an Evaluation License, for a limited term (such as 15 days) determined from time to time by Frontline in its sole discretion ("Limited Term"), (ii) in the case of Standalone License or Flexible Use License, for an unlimited term unless terminated for breach pursuant to this Section ("Permanent Term").

Termination:  Frontline may terminate this License if Licensee breaches any material provision of this License and does not cure such breach (provided that such breach is capable of cure) within 30 days after Frontline provides Licensee with written notice thereof.

6.  GENERAL PROVISIONS.

Proprietary Rights:  The Software is licensed, not sold.  The Software and all existing and future worldwide copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary and intellectual property rights therein ("Intellectual Property"), are the exclusive property of Frontline and/or its licensors.  All rights in and to the Software and Frontlines other Intellectual Property not expressly granted to Licensee in this License are reserved by Frontline.  For the Large-Scale LP/QP Solver only:  Source code is available, as part of an open source project, for portions of the Software; please contact Frontline for information if you want to obtain this source code.

Amendments:  This License constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof.  It supersedes all other proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter, including any purchase order of Licensee, any of its preprinted terms, or any terms and conditions attached to such purchase order.

Compliance with Laws:  Licensee will not export or re-export the Software without all required United States and foreign government licenses.

Assignment:  This License may be assigned to any entity that succeeds by operation of law to Licensee or that purchases all or substantially all of Licensees assets (the "Successor"), provided that Frontline is notified of the transfer, and that Successor agrees to all terms and conditions of this License.

Governing Law:  Any controversy, claim or dispute arising out of or relating to this License, shall be governed by the laws of the State of Nevada, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of Nevada.
