ArtCAM SOFTWARE LICENCE - TERMS AND CONDITIONS



1 GRANT OF LICENCE

1.1     The Company in consideration of the payment by the Licensee of the 
        Licence Fee grants to the Licensee a non exclusive licence for a 
        single human operator to Use the Licensed Programs upon the 
        Designated Equipment to possess and refer to the Program Documentation
        subject to the following terms and conditions.


2 DEFINITIONS

2.1     In these Terms and Conditions, unless the context otherwise 
        requires, the following expressions have the following meanings:-

2.1.1   "Company" means Delcam plc.

2.1.2   "Delivery Date" means the date of delivery of the Licensed Program 
        Materials to the Licensee.

2.1.3   "Designated Equipment" means the machine identified by type and 
        identity number in the Product Authorisation File (PAF).

2.1.4   "Licence" means the licence granted by the Company to the 
        Licensee under clause 1.1.

2.1.5   "Licence Fee" means the fee for the Licence set out in the Schedule.

2.1.6   "Licensed Program" means the software program in object code 
        form specified in the Schedule.

2.1.7   "Licensed Program Materials" means the Licensed Programs and the 
        Program Documentation.

2.1.8   "Licensee" means the person, firm, company or other organisation to 
        whom the Company licences the Licensed Program Materials 
        pursuant to these Terms and Conditions.

2.1.9   "PAF" means authorization codes issued by the Company to enable the 
        software to execute on Designated Equipment.

2.1.10  "Program Documentation" means the instruction manuals, user 
        guides and other information relating to the Licensed Programs 
        supplied by the Company to the Licensee.

2.1.11  "Program Specification" means the technical specifications from 
        time to time published by the Company in respect of the Licensed 
        Program.

2.1.12  "Site" means the address for delivery of the Licensed Program 
        Materials specified by the Licensee.

2.1.13  "Trial Period" means the period set out in clause 4.2 during which 
        the Licensee can use the Licensed Programs free of charge.

2.1.14  "Use" means the copying or transmission of the Licensed Programs 
        into the Designated Equipment for the processing of the instructions 
        contained in the Licensed Programs.

3 LICENCE FEE

3.1    The Licensee will pay the Licence Fee to the Company in the 
       manner agreed between the Company and the Licensee.


4  DELIVERY AND INSTALLATION

4.1    The Company will deliver one copy of each of the Licensed 
       Programs and the Program Documentation to the Site.

4.2    The Licensee will install the Licensed Programs on the Designated 
       Equipment and will be entitled free of charge for a period of 30 days 
       from the Delivery Date to Use the Licensed Programs not for the 
       purpose of its trade or business but solely for the purpose of 
       assessing whether the same meet its requirements.

4.3    If during the Trial Period the Licensee decides that the Licensed 
       Program Materials do not meet its requirements then the Licensee 
       shall be entitled by 30 days notice upon the Company to terminate 
       the Licence.

4.4    If the Licensee does not terminate the Licence by notice pursuant to 
       clause 4.3 above or if during the Trial Period it shall Use the 
       Licensed Programs for the purposes of its trade or business then (in 
       either case) the Licensee will be deemed to have accepted the 
       Licensed Program Materials upon these terms and conditions.


5 CONFIDENTIALITY

5.1    The Licensed Program Materials contain confidential information of 
       the Company and all copyright, trade marks and other intellectual 
       property rights in the Licensed Program Materials are the exclusive 
       property of the Company.

5.2    The Licensee shall not:-

5.2.1  except as provided in clause 6 make back-up copies of the Licensed 
       Program Materials;

5.2.2  reverse compile, copy or adapt the whole or any part of the Licensed 
       Program Materials for the purposes of correcting errors in the 
       Licensed Program Materials:

5.2.3  except solely for the purposes expressly permitted by and in 
       accordance with Section 296A(1) or Section 50C(2) Copyright 
       Design and Patents Act 1988 copy, adapt or reverse compile the 
       whole or any part of the Licensed Program Material;

5.2.4  assign, transfer, sell, lease, rent, charge or otherwise deal in or 
       encumber the Licensed Program Materials or use the Licensed 
       Program Materials on behalf of any third party or make available the 
       same to any third party;

5.2.5  remove or alter any copyright or other proprietary notice on any of 
       the Licensed Program Materials;

5.3    The Licensee shall:

5 3.1  keep confidential the Licensed Program Materials and limit access 
       to the same to those of its employees, agents and sub-contractors 
       who either have a need to know or who are engaged in the Use of the 
       Licensed Programs;

5.3.2  reproduce on any copy (whether machine readable or human 
       readable form) of the Licensed Program Materials the Company's 
       copyright and trade mark notices;

5.3.3  maintain an up to date written record of the number of copies of the 
       Licensed Program Materials and their location and upon request 
       forthwith produce such record to the Company;

5.3.4  notify the Company immediately if the Licensee becomes aware of 
       any  unauthorised use of the whole or any part of the Licensed 
       Program Materials by any third party;

5.3.5  without prejudice to the foregoing take all such other steps as shall 
       from time to time be necessary to protect the confidential 
       information and intellectual property rights of the Company in the 
       Licensed Program Materials.

5.4    The Licensee shall inform all relevant employees, agents and sub-
       contractors that the Licensed Program Materials constitute 
       confidential information of the Company and that all intellectual 
       property rights therein are the property of the Company and the 
       Licensee shall take all such steps as shall be necessary to ensure 
       compliance by its employees, agents and sub-contractors with the 
       provisions of this clause 5.
  

6 COPYING OF THE LICENSED PROGRAM MATERIALS

6.1    The Licensee shall be entitled to make one back up copy of each of 
       the Licensed Programs. Any such copy shall in all respects be 
       subject to these terms and conditions and will be deemed to form 
       part of the Licensed Programs.

6.2    The Licensee shall not be entitled to copy in whole or in part the 
       Program Documentation.
   

7 USE ON NON-DESIGNATED EQUIPMENT AND RELOCATION 
OF THE LICENSED PROGRAM MATERIALS

7.1    The Licensee shall not transfer the Licensed Program from the 
       Designated Equipment without the prior written consent of the 
       Company.  As a condition of granting such consent the Company 
       will be entitled to make a reasonable charge.

7.2    The Licensee shall not permanently relocate the Licensed Program 
       Materials from the Site without the prior written consent of the 
       Company, which will not be unreasonably withheld.

    
8 WARRANTY

8.1    Subject to the exceptions set out in clause 8.4 and the limitations 
       upon its liability in clause 9 the Company warrants that:

8.1.1  its title to any property in the Licensed Program Materials is free and 
       unencumbered and that it has the right, power and authority to 
       license the same upon these terms and conditions;

8.1.2  the media upon which the Licensed Program Materials are stored 
       will for a period of 90 days from the Delivery Date be free from 
       defects in materials, design and workmanship;

8.1.3  the Licensed Programs will for a period of 90 days from the Delivery 
       Date conform to the Program Specification.

8.2    The Licensee shall give notice to the Company as soon as it is 
       reasonably able upon becoming aware of a breach of warranty.

8.3    Subject to clause 8.4 the Company will use its reasonable 
       endeavours to remedy any breach of the warranties set out in clauses 
       8.1.2 and 8.1.3 free of charge by diagnosing the fault and using its 
       reasonable endeavours to rectify the fault (remotely or by attendance 
       on Site as determined by the Company), by the issue of fixes in 
       respect of the Licensed Programs and the making of all necessary 
       consequential amendments (if any) to the Program Documentation.

8.4    The Company shall have no liability to remedy a breach of warranty 
       where such breach arises as a result of:

8.4.1  the improper use, operation or neglect of either the Licensed 
       Program Materials or the Designated Equipment; or

8.4.2  the modification of the Licensed Programs or their merger (in whole 
       or in part) with any other software; or

8.4.3  the use of the Licensed Programs on equipment other than the 
       Designated Equipment; or

8.4.4  the failure by the Licensee to implement recommendations in respect 
       of or solutions to faults previously advised by the Company;  or

8.4.5  any repair, adjustment, alteration or modification of the Licensed 
       Programs by any person other than the Company without the 
       Company's prior written consent; or 

8.4.6  any breach by the Licensee of any of its obligations under any 
       maintenance agreement in respect of the Designated Equipment; or

8.4.7  the use of the Licensed Programs for a purpose for which they were 
       not designed.

8.5    Without prejudice to the foregoing the Company does not warrant 
       that the Use of the Licensed Programs will meet the Licensee's data 
       processing requirements or that the operation of the Licensed 
       Programs will be uninterrupted or error free.

8.6    Subject to the foregoing all conditions, warranties, terms and 
       undertakings express or implied statutory or otherwise in respect of 
       the Licensed Program Materials are hereby excluded to the fullest 
       extent permitted by law.


9 LIMITATION OF LIABILITY

9.1    The following provisions prevail over all other clauses in these terms 
       and conditions.

9.2    The Company does not exclude or limit its liability to the Licensee 
       for death or personal injury caused by its negligence.

9.3    Except as otherwise stated in this Agreement, the Company's entire 
       liability to the Licensee and the Licensee's sole remedy for any cause 
       whatsoever, regardless of the form of the action, whether in contract 
       or tort (including negligence) shall be limited to two million pounds 
       (£2,000,000).

9.4    The Company will not be liable to the Licensee for loss arising from 
       or in connection with any representation, agreement, statement or 
       undertaking made before the parties entered into the contract on 
       these terms and conditions other than those representations, 
       agreements, statements or undertakings confirmed by duly 
       authorised representatives of the Company in writing or expressly 
       incorporated or referred to in the terms and conditions. Nothing in 
       these terms and conditions shall limit the Company's liability for 
       fraudulent misrepresentation.

9.5    The Licensee accepts that the Licensed Program Materials were not 
       designed and produced to its individual requirements and that it was 
       responsible for their selection and accordingly the Company shall 
       not be liable to the Licensee if the Licensed Program Materials are 
       not fit for the Licensee's purposes.

9.6    The Company has used reasonable endeavours to ensure that the 
       Licensed Programs are Year 2000 compliant (as defined in the 
       British Standards Institution "Definition of Year 2000 Conformity 
       Requirements").  However, the Company cannot accept any liability 
       in contract, tort or otherwise in relation to any damages, losses, costs 
       or expenses which arise through any difficulties caused over date 
       changes and in particular, but without limitation, which arise through 
       use of the Licensed Programs other than on equipment supplied by 
       the Company or use with other software or with the Customer's data.

9.7    The Company shall not in any event be liable to the Licensee in 
       contract, tort or otherwise for any loss of data, profit, production, 
       anticipated savings, goodwill or business opportunities or any type of 
       indirect, economic or consequential loss even if that loss or damage 
       was reasonably foreseeable or the Company was aware of the 
       possibility of that loss or damage arising.

9.8    The parties agree that the provisions of this clause are fair and 
       reasonable having regard to all the circumstances, including the 
       unavailability of insurance cover on commercially acceptable terms in 
       general and in respect of Year 2000 Compliance risks.


10  INTELLECTUAL PROPERTY RIGHTS INDEMNITY

10.1   The Company will indemnify and hold harmless the Licensee 
       against any damages (including costs) that may be awarded or 
       agreed to be paid to any third party in respect of any claim or action 
       that the normal operation, possession or use of the Licensed Program 
       Materials by the Licensee infringes the patent, copyright, registered 
       design or trade mark rights of the said party (an "Intellectual 
       Property Infringement"), provided that the Licensee:-

10.1.1 gives notice to the Company of any Intellectual Property 
         Infringement immediately upon becoming aware of it: and 

10.1.2 gives the Company the sole conduct of the defence to any claim or 
       action in respect of any Intellectual Property Infringement and does 
       not at any time admit liability or otherwise settle or compromise or 
       attempt to settle or compromise the claim or action except upon the 
       express instructions of the Company: and

10.1.3 acts in accordance with the reasonable instructions of the Company 
       and gives to the Company such assistance as it reasonably requires 
       in respect of the conduct of the defence.

10.2   The Company will reimburse the Licensee its reasonable costs 
       incurred in complying with the provisions of clause 10.1 above.

10.3   The Company will have no liability to the Licensee in respect of an 
       Intellectual Property Infringement if it results from any breach of the 
       Licensee's obligations under these terms and conditions.

10.4   In the event of an Intellectual Property Infringement, the Company 
       will be entitled at its own expense and option either to:-

10.4.1 procure the right for the Licensee to continue using the Licensed 
       Program Materials; or

10.4.2 make such alteration, modification or adjustment to the Licensed 
       Program Materials so that they become non-infringing without 
       incurring a material diminution in performance or function; or 

10.4.3 replace the Licensed Program Materials with non-infringing 
       substitutes provided that the substitutes do not entail a material 
       diminution in performance or function.
    

11 RISK IN THE LICENSED PROGRAM MATERIALS

11.1   Risk in the Licensed Program Materials will pass to the Licensee on 
       the Delivery Date.  If subsequently the Licensed Program Materials 
       are destroyed, damaged or lost, the Company will upon request 
       replace them subject to the Licensee paying its then prevailing 
       charges.


12 TERMINATION

12.1   The Licence will continue until terminated in accordance with the 
       provisions of clause 12.2 below.

12.2   The Licence may be terminated:

12.2.1 by the Licensee upon giving not less than 30 days notice in writing 
       to the Company;

12.2.2 forthwith by the Company if the Licensee fails to pay any monies 
       due under these terms and conditions within 30 days of the due date;

12.2.3 forthwith by either party if the other commits any material breach of 
       any of these terms and conditions (other then one falling within 
       clause 12.2.2 above) and which (in the case of a breach capable of 
       being remedied) shall not have been remedied within 14 days a 
       written request to remedy it;

12.2.4 forthwith by either party if the other convenes a meeting of its 
       creditors or if a proposal is made for a voluntary arrangement within 
       Part 1 of the Insolvency Act 1986 or a proposal for any other 
       composition, scheme or arrangement with (or assignment for the 
       benefit of) its creditors or if the other shall be unable to pay its debts 
       within the meaning of Section 123 of the Insolvency Act 1986 or if a 
       trustee, receiver, administrative receiver or similar officer is 
       appointed in respect of all or any part of the business or assets of the 
       other or if a petition is presented or a meeting is convened for the 
       purpose of considering a resolution or other steps are taken for the 
       winding up of the other or for the making of an administration order 
       (otherwise than for the purposes of an amalgamation or 
       reconstruction).

12.3   Any termination of the Licence will be without prejudice to any 
       other rights or remedies a party may be entitled to hereunder or at 
       law and will not affect any accrued rights or liabilities of either party 
       nor the coming into or continuance in force of any provision which 
       is expressly or by implication intended to come into or continue in 
       force on or after such termination.

12.4   Within 10 days of the termination of the Licence (irrespective of the 
       reason for termination), the Licensee will at the Company's sole 
       option either return all copies of the Licensed Program Materials in 
       its possession or control or destroy all copies of the Licensed 
       Program Materials in its possession or control.


13 FORCE MAJEURE

13.1   Neither party will be liable for any breach of its obligations under 
       these terms and conditions resulting from causes beyond its 
       reasonable control (an "Event of Force Majeure").

13.2   Each of the parties agrees to give notice to the other upon becoming 
       aware of an Event of Force Majeure, such notice to contain details of 
       the circumstances giving rise to the Event of Force Majeure.

13 .3  If a default due to an Event of Force Majeure continues for more 
       than 4 weeks, then the party not in default will be entitled to 
       terminate the Licence. Neither party will have any liability to the 
       other in respect of the termination of the Licence as a result of an 
       Event of Force Majeure. 


14 WAIVER

14.1   The waiver by either party of a breach or default of any of these 
       terms and conditions by the other party will not be construed as a 
       waiver of any succeeding breach of the same or any other provision 
       nor shall any delay or omission on the part of either party to exercise 
       or avail itself of any right power or privilege that it has or may have 
       hereunder operate as a waiver of any breach or default by the other 
       party.
    

15  NOTICES

15.1   Any notice, request, instruction or other document to be given under 
       these terms and conditions will be delivered by first class post or by 
       facsimile transmission to the address or to the facsimile number of 
       the other party and any such notice or other document will be 
       deemed to have been served (if delivered) at the time of delivery, (if 
       sent by post) upon the expiration of 48 hours after posting and (if 
       sent by facsimile transmission) upon the expiration of 12 hours after 
       despatch.


16 INVALIDITY, SEVERABILITY AND WHOLE AGREEMENT

16.1   If any provision of these terms and conditions is found by any court 
       or administrative body to be invalid or unenforceable, the invalidity 
       or unenforceability of such provision will not affect the other 
       provisions of these terms and conditions and all provisions not 
       affected by such invalidity or unenforceability will remain in full 
       force and effect. The parties agree to attempt to substitute for any 
       invalid or unenforceable provision a valid or enforceable provision 
       which achieves to the greatest extent possible the economic, legal 
       and commercial objectives of the invalid or unenforceable provision.
       16.2 These terms and conditions constitute the whole agreement and 
       understanding of the parties as to their subject matter and there are 
       no terms, conditions, warranties  or obligations whether oral or 
       written, express or implied, whether by statute or common law, other 
       than those contained in or referred to in these terms and conditions.


17 ASSIGNMENT AND SUB LICENSING

17.1   The Licensee shall not be entitled to assign or otherwise transfer 
       these terms and conditions nor any of its rights and obligations 
       hereunder nor sub-license the use (in whole or in part) of the 
       Licensed Program Materials without the prior written consent of the 
       Company.




18 LAW

18.1   These terms and conditions will be governed by and construed in 
       accordance with English law and the parties agree to submit to the 
       non-exclusive jurisdiction of the English courts.

