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American Probe & Technologies, Inc.
471 Montague Expressway,
Milpitas,
California 95035-6800
United States of America
Tel: 408 263-3356
Fax: 408 263-3797

SOFTWARE LICENSE AGREEMENT

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AMERICAN PROBE & TECHNOLOGIES, INC. SOFTWARE LICENSE AGREEMENT
INSTALLATION NOTICE: THIS IS A CONTRACT. BEFORE YOU DOWNLOAD THE
SOFTWARE AND/OR COMPLETE THE INSTALLATION PROCESS, CAREFULLY READ
THIS AGREEMENT. BY DOWNLOADING THE SOFTWARE AND/OR CLICKING THE
APPLICABLE BUTTON TO COMPLETE THE INSTALLATION PROCESS, YOU CONSENT
TO THE TERMS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THIS
AGREEMENT. IF YOU DO NOT WISH TO BECOME A PARTY TO THIS AGREEMENT
AND BE BOUND BY ALL OF ITS TERMS AND CONDITIONS, CLICK THE
APPROPRIATE BUTTON TO CANCEL THE INSTALLATION PROCESS, DO NOT
INSTALL OR USE THE SOFTWARE, AND RETURN THE SOFTWARE WITHIN THIRTY
(30) DAYS OF RECEIPT OF THE SOFTWARE (INCLUDING ALL ACCOMPANYING
WRITTEN MATERIALS, ALONG WITH THEIR CONTAINERS) TO THE PLACE YOU
OBTAINED THEM. ALL RETURNS SHALL BE SUBJECT TO APT's THEN CURRENT
RETURN POLICY.
Definitions. As used in this Agreement, the following terms have
the following meanings:

"You." Means you the individual using the SOFTWARE as well as
your employer if you are using the SOFTWARE within the scope of
your employment.

"APT." Means (i) American Probe & Technologies, Inc., a company
organized under the laws of the State of California, U.S.A., if
the SOFTWARE is manufactured in the U.S.A.

"Software." Means the computer software programs provided with
this Agreement and which are being installed together with all
accompanying documentation, utilities, and driver interface
software. If the SOFTWARE is part of a APT suite product, the
term SOFTWARE means all of the applicable APT software programs
comprising the applicable suite (including all accompanying
documentation, utilities, and driver interface software) you
have acquired. SOFTWARE includes all Upgrades that may be
provided by APT and all Multiple Access Software. Driver
interface SOFTWARE means American Probe & Technologies, Inc. driver interface
software.

"Upgrade." Means any supplemental or replacement code for
computer software you have previously licensed from APT.

"Authorized Applications." Means only those applications that:
(i) you create with development versions of the SOFTWARE that
you have validly licensed and (ii) which do not, as solely
determined by APT, perform (by themselves or in combination with
other products) the same or similar functions as (or are
otherwise intended to replace or supplant any component of) the
SOFTWARE or any other software of APT. Notwithstanding the
foregoing, any application created with the SOFTWARE acquired
under an evaluation license is not an Authorized Application.

Grant of License. In consideration of payment of the applicable
fees to APT, APT is willing to provide you with a limited,
non-exclusive right to use the SOFTWARE, but only pursuant to the
terms and conditions of this Agreement. The SOFTWARE is in "use"
when loaded into temporary memory (i.e., RAM) or installed into
permanent memory (e.g., hard disk, CD-ROM, network storage device,
or other storage device). Floating, concurrent, or shared use is
not permitted under this Agreement (i.e., allocating an individual
license or one seat of a volume license to non-simultaneous use of
the SOFTWARE (in whole or part) on multiple machines). The
specific use rights granted you are as follows and depend upon the
type of license you have acquired:

Single Seat License. If you have acquired a single seat license,
you may install and use one copy of the SOFTWARE on a single
computer in your workplace. All of the SOFTWARE must be
installed and used on the same computer. You are not authorized
under the single seat license to install or use any of the
SOFTWARE on multiple computers, a network storage device, or
other storage device.

Volume License. If you have acquired a the right to use the
SOFTWARE on multiple seats under the Volume License Program
license ("VLP"), you shall install and use the volume license
manager software tool ("VLM") provided to you by APT and you may
distribute the master installation disk(s) containing the
SOFTWARE for internal installation and use only on those
computers located at the Site(s). As part of the VLP, you will
receive Support Services (as defined below) for the SOFTWARE.
The "Notes" sub-section below contains important information and
additional terms regarding the VLP.

Evaluation License. If you have acquired an evaluation license,
you may install and use one (1) copy of the SOFTWARE on a single
computer in your workplace for internal evaluation purposes
only. All of the SOFTWARE must be installed and used on the same
computer. Your license is for your own internal use only.
Therefore, notwithstanding anything in this Agreement to the
contrary, you may not distribute or transfer any applications
you create with the SOFTWARE. You also agree to use reasonable
efforts to provide feedback to APT regarding your use of the
SOFTWARE, including promptly reporting to APT errors or bugs that
you might find. You also acknowledge and agree that the SOFTWARE
IS EVALUATION ONLY AND/OR PRE-RELEASE SOFTWARE. AS SUCH, THE
SOFTWARE MAY NOT BE FULLY FUNCTIONAL AND YOU ASSUME THE ENTIRE
RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE. APT WILL
NOT UPDATE THE SOFTWARE, NOR WILL APT SUPPORT THE SOFTWARE. THE
SOFTWARE MAY CONTAIN CODE THAT WILL, AFTER A CERTAIN TIME
PERIOD, DEACTIVATE THE SOFTWARE AND RENDER THE SOFTWARE
UNUSABLE. ALTHOUGH THE SOFTWARE WILL ATTEMPT TO WARN YOU OF THE
TIME-FRAME IN WHICH IT WILL BE DISABLED, YOU ACKNOWLEDGE AND
AGREE THAT THE SOFTWARE MAY BE DEACTIVATED OR RENDERED UNUSABLE
WITH OR WITHOUT WARNING. Upon such deactivation, this Agreement
will be considered terminated. Prior to deactivation of the
SOFTWARE, you may contact APT to convert your evaluation license
for the SOFTWARE to a single seat license by paying to APT the
applicable license fee and obtaining from APT the applicable
authorization code(s). APT may (in its sole discretion and upon
notice to you) terminate the evaluation license, whereupon this
Agreement will be considered terminated.

Notes. The following applies to the VLP (Volume License
Program):

Program Requirements. You shall designate a separate Software
Administrator for each Site and shall promptly notify APT in
writing of any changes to the Software Administrator(s). APT
will deliver the master installation disks for the SOFTWARE
and the VLM to the Software Administrator(s). The VLM shall be
installed and used in accordance with the documentation that
accompanies it. If you have existing individual, single seat
licenses for the SOFTWARE that are to be covered by the VLP,
(i) you shall notify APT in writing of the product, platform,
and serial number information for each such single seat
license, (ii) each such single seat license shall (as of the
VLP Effective Date) no longer be in effect and shall be
superseded by the VLP, and (iii) all individual serial numbers
for each such single seat license shall be cancelled and
replaced by a single, common serial number assigned to the
VLP. Regarding Support Services, APT reserves the right to
restrict Support Services to the then most current version of
the SOFTWARE that is commercially available.

Usage Compliance Reports. You shall ensure a Usage Compliance
Report for each Site is provided to APT promptly (but in no
event later than fifteen (15) days) following: (i) the annual
anniversary of the VLP Effective Date during the term of the
VLP and (ii) the VLP Termination Date. APT may upon notice to
you inspect the Site(s) and applicable records in order to
verify the accuracy of the Usage Compliance Reports. You shall
pay any verified underpayments to APT within thirty (30) days
of receipt of a written notice of such underpayments. Further,
if you have underpaid, APT may require you to pay for any
reasonable out-of-pocket costs actually incurred by APT in
verifying the underpayment.

Purchase Orders; Invoices. You shall submit purchase orders to
APT as follows:

in the amount of the Activation Fee within the time-frame
specified in the quote provided by APT to you for the VLP;

in the amount of the Additional Seat Fees with each Usage
Compliance Report; and

in the amount of the VLP Renewal Fees with each annual Usage
Compliance Report if you desire to renew the VLP.

Support Services are required for each seat, are charged on
annual basis, and will only be pro-rated in those instances
where you submit Usage Compliance Reports (together with
purchase orders for the applicable Additional Seat Fees)
promptly following the date the SOFTWARE is installed on each
additional seat. All invoices shall be paid within thirty (30)
days of the date you receive them.

Term. The initial term of the VLP will start on the VLP
Effective Date and continue for a period of one (1) year. You
may renew the VLP for additional one (1) years periods. Should
you desire to renew the VLP for an additional one (1) year
period, you must provide to APT at least sixty (60) days before
the end of the then current term a current Usage Compliance
Report so that the number of seats on which the Software is in
use may be determined. APT will then provide you with a quote
for Support Services for the renewal period (the "VLP Renewal
Fee"). APT reserves the right to revise the VLP Renewal Fee (as
applicable) to reflect additional copies of the Software used
and not reflected in the Usage Compliance Report you provided
to APT at the time you desired to renew. The VLP will be
renewed for an additional one (1) year period each time you
issue to APT a purchase order for the Renewal Fees no later
than sixty (60) days following the annual anniversary of the
VLP Effective Date. IF YOU DO NOT ISSUE A TIMELY PURCHASE
ORDER FOR THE SUPPORT SERVICES, THE VLP WILL AUTOMATICALLY AND
IMMEDIATELY TERMINATE. THE SOFTWARE AND VLM CONTAIN CODE THAT
WILL, FOLLOWING TERMINATION OF THE VLP, DEACTIVATE YOUR
ABILITY TO USE THE SOFTWARE UNDER THE VLP. ALTHOUGH THE VLM
MIGHT ATTEMPT TO WARN YOU OF THE TIME-FRAME IN WHICH YOUR
ABILITY TO ACCESS AND USE THE SOFTWARE WILL BE DISABLED, YOU
ACKNOWLEDGE AND AGREE THAT THE SOFTWARE MAY BE AUTOMATICALLY
DEACTIVATED OR RENDERED UNUSABLE WITH OR WITHOUT WARNING UPON
THE TERMINATION OF THE VLP. UPON TERMINATION OF THE VLP, (I)
APT SHALL NO LONGER PROVIDE ANY SUPPORT SERVICES FOR THE
SOFTWARE UNDER THE VLP, (II) EACH USE OF THE SOFTWARE FOR
WHICH YOU HAVE PAID APPLICABLE SEAT FEES WILL AUTOMATICALLY
(WITHOUT FURTHER ACTION ON APT'S PART) BE CONVERTED TO A SINGLE
SEAT LICENSE, AND (III) YOU WILL BE REQUIRED TO PAY APT AN
APPLICABLE ACTIVATION FEE SHOULD YOU LATER DESIRE TO RENEW THE
VLP. APT WILL ATTEMPT TO PROVIDE YOU WITH AN UPDATED LICENSE
FILE FOLLOWING TERMINATION OF THE VLP THAT WILL PERMIT YOU TO
CONTINUE TO USE THE APPLICABLE NUMBER OF SINGLE SEAT LICENSES
FOR THE SOFTWARE. IT IS YOUR RESPONSIBILITY, HOWEVER, TO
OBTAIN THIS LICENSE FILE FROM APT AND TO INSTALL AND USE THE
LICENSE FILE TOGETHER WITH THE VLM SO THAT YOU MAY CONTINUE TO
ACCESS AND USE THE APPLICABLE NUMBER OF SINGLE SEAT LICENSES.
FURTHER, SHOULD YOU LATER DESIRE TO OBTAIN UPGRADES FOR THE
SOFTWARE, PURCHASE SUPPORT SERVICES FOR THE SOFTWARE, OR
OBTAIN INDIVIDUAL SERIAL NUMBERS FOR APPLICABLE SINGLE SEATS
FOR THE SOFTWARE, YOU WILL BE REQUIRED TO PAY APT AN APPLICABLE
FEE FOR EACH SUCH SEAT.

Additional Definitions. For purposes of the VLP, the following
capitalized terms have the following meanings:

"Activation Fee" means the amount specified in the applicable
written quotation from APT that permits you to replace your
existing individual, single seat licenses for the SOFTWARE
used on computers you select at the Site with a VLP and/or
acquire a VLP at the Site for the number of computers (i.e.,
initial seats) listed in the written quotation from APT. The
Activation Fee consists of a one-time license fee per initial
seat and an annual per seat fee for Support Services.
Documentation is provided in electronic form only and comes
with the master installation disk for the Software. You can,
however, purchase from APT sets of applicable written
documentation and additional master installation disks at APT's
then prevailing rates.

"Additional Seat Fees" means the fees (i.e., one-time license
and annual fees for Support Services) for each copy of the
SOFTWARE you install (i.e., use) during the term of the VLP
beyond the number of initial seats. The Additional Seat Fees
for the first year of the VLP are set forth in the written
quotation from APT.

"VLP Documentation" means the quote(s) you obtain from APT
regarding the VLP and the VLP Welcome Kit you obtain from APT.

"VLP Effective Date" means the date the VLM is shipped to you.

"VLP Termination Date" means the date the VLP terminates in
accordance with the provisions above.

"Site(s)" is/are the location (or locations) identified in the
VLP Documentation.

"Software Administrator(s)" are the individuals at the Site
who are responsible for administering the VLP. Each Software
Administrator is responsible for distributing and overseeing
the installation and use of the master installation disks for
the SOFTWARE and the VLM.

"Support Services" are the annual maintenance and technical
support services for the SOFTWARE described in the VLP
Documentation.

"Usage Compliance Reports" are the reports and other
applicable information generated by the VLM.

"VLM" is the computer software of APT that controls end-user
access to the SOFTWARE and which generates applicable usage
compliance information, including the Usage Compliance
Reports.

Restrictions. You may not: (i) reverse engineer, decompile, or
disassemble the SOFTWARE (except to the extent such foregoing
restriction is expressly prohibited by applicable law); (ii)
sub-license, lease, or rent the SOFTWARE; (iii) (other than as
expressly permitted under this Agreement) distribute in whole or
part, modify, or create derivatives of the SOFTWARE or
applications created with the SOFTWARE; and (iv) directly or
indirectly, export, re-export, download, or ship the SOFTWARE in
violation of the laws and regulations of the U.S.A. and the laws
and regulations of the applicable jurisdiction in which you use or
are downloading the SOFTWARE. Under no circumstance is "floating"
or shared use permitted under this Agreement. Nothing in this
Agreement, however, is intended to prevent you from creating your
own driver interface software for use with APT software and third
party hardware; provided, however, that in doing so you do not
modify or use (in whole or part) any of the driver interface
SOFTWARE.

Transfer. If you have a single seat license or if the SOFTWARE is
Multiple Access Software, you may transfer the SOFTWARE to a third
party provided that you notify APT in writing of such transfer
(including the name and location of such third party), such third
party accepts the terms and conditions of this Agreement, and
after such transfer you do not retain any copies of the SOFTWARE
(including all Upgrades that you may have received) nor retain any
of the written materials accompanying the SOFTWARE. APT may, in its
discretion, charge you a fee for the transfer of the SOFTWARE. If
you have a volume license, an academic license, a student edition
license, a debug license, or an evaluation license, the license is
non-transferable and you may not distribute or otherwise provide
the SOFTWARE to any third party or (with respect to a volume
license) to any of your sites or facilities not expressly
identified in the applicable documents from APT.

Upgrades. If the SOFTWARE is an Upgrade, you may only use the
SOFTWARE if you have (at the time you receive the Upgrade) a valid
license to use the pre-existing SOFTWARE. Further, the license
agreement accompanying the Upgrade applies to your use of the
Upgrade. While you may continue to use the pre-existing SOFTWARE,
you may only use it on the same machine upon which the Upgrade is
used and the license that accompanied the pre-existing SOFTWARE
will continue to apply to your use of the pre-existing SOFTWARE.

Home Usage Exception. Notwithstanding anything in this Agreement
to the contrary, if you are a business or other entity, the
primary user of the single computer on which the SOFTWARE is
installed and used as authorized by the applicable license may
also install and use the SOFTWARE on one computer located in such
user's home; provided the use of the SOFTWARE on such home
computer is limited to work performed in the scope of such
person's employment with you and further provided, such person
promptly deletes the SOFTWARE from the home computer upon the
termination of his or her employment with you.

Modifications of Driver Interface Software. If the SOFTWARE is
driver interface SOFTWARE, you may modify the SOFTWARE solely for
the purpose of further configuring the SOFTWARE for use with
hardware of American Probe & Technologies, Inc.

Multiple Versions (CD-ROM Media). If the SOFTWARE is distributed
on a CD-ROM containing multiple versions of the SOFTWARE for use
with different operating systems, you may only use one version of
the SOFTWARE. The foregoing limitation does not apply to Multiple
Access Software.

Software/Hardware Key. If the SOFTWARE requires a software key
code or a hardware key, you acknowledge that the SOFTWARE will not
function without a certain, unique software key code or hardware
key. This software key code or hardware key will be furnished to
you by APT and you agree that such software key code and hardware
key is to be used solely with the SOFTWARE for which it is
provided. While APT may (in its sole discretion) provide you with
the applicable key prior to receipt from you of the applicable
license fees, you will remain obligated to pay such fees to APT.

Copyright; No Other Licenses. The SOFTWARE is owned by APT or its
suppliers and is protected by applicable copyright laws and
international treaty provisions. Therefore, you must treat the
SOFTWARE like any other copyrighted material. You may, however,
copy the SOFTWARE solely for backup or archival purposes. All
rights not expressly granted to you in this Agreement are reserved
to APT. Further, and without limiting the foregoing, no license or
any right of any kind (whether by express license, implied
license, the doctrine of exhaustion, or otherwise) is granted
under any APT patents (whether identified herein or not) or other
intellectual property right of APT with respect to any other
product(s) of APT or of any third party, including without
limitation, the right to use any of these other products.

Patent and Trademark Notice. For patents covering American Probe
& Technologies, Inc. products, refer to the appropriate location:
Help»Patents in your software, the patents.txt file on your CD, or
americanprobe.com/patents. Further, all other product and company
names used herein are (or may be) trademarks or trade names of
their respective companies.

Application Deployment. You may distribute or otherwise make
available Authorized Applications (including applicable runtime
engines for the SOFTWARE and applicable driver interface SOFTWARE
that you may include as part of or together with your Authorized
Applications) provided you comply with each of the requirements
set forth in sub-sections (A) and (B) below:

Distribution Requirements.

You include the following copyright notice "Copyright ©[yr]
American Probe & Technologies, Inc. All Rights Reserved" in the
Authorized Application's About Box and in the applicable
written documentation distributed with each copy of the
Authorized Application (you may include your own copyright
notice with the foregoing notice);

You do not use APT's name, logo, or trademarks to market your
Authorized Application without APT's express prior written
permission;

You agree to indemnify, hold harmless, and defend APT from and
against any claims or lawsuits, including attorneys' fees,
that arise or result from the use or distribution of your
application, AND EVEN IF DUE IN PART TO APT'S CONCURRENT
NEGLIGENCE OR OTHER FAULT OR STRICT LIABILITY WITHOUT REGARD
TO FAULT; PROVIDED, HOWEVER, THAT YOUR CONTRACTUAL OBLIGATION
OF INDEMNIFICATION SHALL NOT EXTEND TO THE PERCENTAGE OF THE
CLAIMANT'S DAMAGES OR INJURIES OR THE SETTLEMENT AMOUNT
ATTRIBUTABLE TO APT'S NEGLIGENCE OR OTHER FAULT OR TO STRICT
LIABILITY IMPOSED UPON APT AS A MATTER OF LAW; and

You conform to the requirements described in the SDKLIC.TXT or
the other applicable files if you are using Microsoft SDK
files or other third party files.

Limited Warranty. Except for SOFTWARE provided under an evaluation
license which SOFTWARE is provided without warranty, APT warrants,
for your benefit alone, that for a period of ninety (90) days from
the date the SOFTWARE is shipped to you (i) the SOFTWARE will
perform substantially in accordance with the accompanying written
materials, and (ii) the medium on which the SOFTWARE is recorded
will be free from defects in materials and workmanship under
normal use and service. Any replacement SOFTWARE will be warranted
for the remainder of the original warranty period or thirty (30)
days, whichever is longer. Some states/jurisdictions do not allow
limitations on duration of an express or implied warranty, so the
above or any other limitation provided herein may not apply to
you. In such event, such warranties are limited to the minimum
warranty period allowed by applicable law. You must obtain a
Return Material Authorization number from APT before returning the
SOFTWARE under warranty to APT and you agree to pay expenses for
shipment to and from APT. The Limited Warranty is void if failure
of the SOFTWARE has resulted from accident, abuse, misapplication,
improper calibration by you, third party products (i.e., hardware
or software) used by you which are not intended by American Probe &
Technologies, Inc. for use with the SOFTWARE, utilization of an improper
hardware or software key (if applicable), or unauthorized
maintenance of the SOFTWARE.

Customer Remedies. APT's sole obligation (and your sole remedy)
with respect to the foregoing Limited Warranty shall be to, at
APT's option, return the fees paid or repair/replace the SOFTWARE,
provided that APT receives written notice of applicable defects
during the warranty period. You may not bring an action to enforce
your remedies under the foregoing Limited Warranty more than one
(1) year after the accrual of such cause of action.

No Other Warranties. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE
SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND NO
OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED ARE MADE WITH
RESPECT TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE OR NON-INFRINGEMENT, OR ANY OTHER WARRANTIES THAT MAY ARISE
FROM USAGE OF TRADE OR COURSE OF DEALING. APT DOES NOT WARRANT,
GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE
RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF CORRECTNESS,
ACCURACY, RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE
OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. APT
EXPRESSLY DISCLAIMS ANY WARRANTIES NOT STATED HEREIN.

Intellectual Property Liability. APT shall, at its own expense,
defend any claim resulting from your use of the SOFTWARE as
authorized by your license to the extent that such claim alleges
that the SOFTWARE infringes any patent, copyright, or trademark
protected by the laws of the U.S.A., Canada, Mexico, Japan,
Australia, Switzerland, Norway, or the European Union, provided
that such claim does not arise from your use of the SOFTWARE in
combination with equipment or devices not made by APT, or from any
modification of the SOFTWARE not made by APT, and further provided
that you notify APT in writing immediately upon your obtaining
notice of such impending claim and your full cooperation with APT
in preparing a defense. If you provide to APT the authority,
assistance, and information APT needs to defend or settle such
claim, APT shall pay any final award of damages or settlement with
respect to such claim and any expense you incur at APT's written
request, but APT shall not be liable for a settlement made without
its prior written consent. If the SOFTWARE is held to be
infringing of the rights stated above and the use thereof is
enjoined or if APT believes the SOFTWARE may be held to infringe a
third party's intellectual property rights, APT shall, at its
option, either (i) procure for you the right to use the SOFTWARE,
(ii) replace or modify the SOFTWARE with other software which does
not infringe, or (iii) receive your return of the infringing
SOFTWARE and refund to you the license fee payment(s) made by you
to APT. The foregoing states your sole remedy for, and APT's entire
liability and responsibility for, infringement of any patent,
trademark, copyright, or other intellectual property right
relating to the SOFTWARE. THIS LIMITED INDEMNITY IS IN LIEU OF ANY
OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT. THE
FOREGOING INDEMNIFICATION OBLIGATIONS SHALL NOT APPLY TO ANY THIRD
PARTY PRODUCTS INCORPORATED IN OR OTHERWISE PROVIDED WITH THE APT
PRODUCTS, AND YOU AGREE TO LOOK TO THE APPLICABLE THIRD PARTY
MANUFACTURER WITH RESPECT TO ANY CLAIMS FOR INFRINGEMENT INVOLVING
THIRD PARTY PRODUCTS.

Limitation On Liability. The entire liability of APT and its
licensors, distributors, and suppliers (including its and their
directors, officers, employees, and agents) is set forth above. To
the maximum extent permitted by applicable law, in no event shall
APT and its licensors, distributors, and suppliers (including its
and their directors, officers, employees, and agents) be liable
for any damages, including, but not limited to, any special,
direct, indirect, incidental, exemplary, or consequential damages,
expenses, lost profits, lost savings, business interruption, lost
business information, or any other damages arising out of the use
or inability to use the SOFTWARE, any technical support services
relating to the SOFTWARE, or related hardware even if APT or its
licensors, distributors, and suppliers has been advised of the
possibility of such damages. You acknowledge that the applicable
fees and prices reflect this allocation of risk. Because some
states/jurisdictions do not allow the exclusion or limitation of
liability for consequential or incidental damages, the above
limitation may not apply. If the foregoing limitation of liability
is not enforceable because the SOFTWARE, the services, or the
hardware is determined by a court of competent jurisdiction in a
final, non-appealable judgment to be defective and to have
directly caused bodily injury, death, or property damage, in no
event shall APT's liability for property damage exceed the greater
of $50,000 (U.S.) or the license fee paid for the SOFTWARE.

Warning. (1) APT PRODUCTS ARE NOT DESIGNED WITH COMPONENTS AND
TESTING FOR A LEVEL OF RELIABILITY SUITABLE FOR USE IN OR IN
CONNECTION WITH SURGICAL IMPLANTS OR AS CRITICAL COMPONENTS IN ANY
LIFE SUPPORT SYSTEMS WHOSE FAILURE TO PERFORM CAN REASONABLY BE
EXPECTED TO CAUSE SIGNIFICANT INJURY TO A HUMAN. (2) IN ANY
APPLICATION, INCLUDING THE ABOVE, RELIABILITY OF OPERATION OF THE
SOFTWARE PRODUCTS CAN BE IMPAIRED BY ADVERSE FACTORS, INCLUDING
BUT NOT LIMITED TO FLUCTUATIONS IN ELECTRICAL POWER SUPPLY,
COMPUTER HARDWARE MALFUNCTIONS, COMPUTER OPERATING SYSTEM SOFTWARE
FITNESS, FITNESS OF COMPILERS AND DEVELOPMENT SOFTWARE USED TO
DEVELOP AN APPLICATION, INSTALLATION ERRORS, SOFTWARE AND HARDWARE
COMPATIBILITY PROBLEMS, MALFUNCTIONS OR FAILURES OF ELECTRONIC
MONITORING OR CONTROL DEVICES, TRANSIENT FAILURES OF ELECTRONIC
SYSTEMS (HARDWARE AND/OR SOFTWARE), UNANTICIPATED USES OR MISUSES,
OR ERRORS ON THE PART OF THE USER OR APPLICATIONS DESIGNER
(ADVERSE FACTORS SUCH AS THESE ARE HEREAFTER COLLECTIVELY TERMED
"SYSTEM FAILURES"). ANY APPLICATION WHERE A SYSTEM FAILURE WOULD
CREATE A RISK OF HARM TO PROPERTY OR PERSONS (INCLUDING THE RISK
OF BODILY INJURY AND DEATH) SHOULD NOT BE RELIANT SOLELY UPON ONE
FORM OF ELECTRONIC SYSTEM DUE TO THE RISK OF SYSTEM FAILURE. TO
AVOID DAMAGE, INJURY, OR DEATH, THE USER OR APPLICATION DESIGNER
MUST TAKE REASONABLY PRUDENT STEPS TO PROTECT AGAINST SYSTEM
FAILURES, INCLUDING BUT NOT LIMITED TO BACK-UP OR SHUT DOWN
MECHANISMS. BECAUSE EACH END-USER SYSTEM IS CUSTOMIZED AND DIFFERS
FROM APT'S TESTING PLATFORMS AND BECAUSE A USER OR APPLICATION
DESIGNER MAY USE APT PRODUCTS IN COMBINATION WITH OTHER PRODUCTS IN
A MANNER NOT EVALUATED OR CONTEMPLATED BY APT, THE USER OR
APPLICATION DESIGNER IS ULTIMATELY RESPONSIBLE FOR VERIFYING AND
VALIDATING THE SUITABILITY OF APT PRODUCTS WHENEVER APT PRODUCTS ARE
INCORPORATED IN A SYSTEM OR APPLICATION, INCLUDING, WITHOUT
LIMITATION, THE APPROPRIATE DESIGN, PROCESS, AND SAFETY LEVEL OF
SUCH SYSTEM OR APPLICATION.

U.S. Government Restricted Rights. If you are an agency,
department, or other entity of the United States Government
("Government"), the use, duplication, reproduction, release,
modification, disclosure, or transfer of the SOFTWARE, or any
related documentation of any kind, including technical data or
manuals, is restricted in accordance with Federal Acquisition
Regulation 12.212 (as amended or supplanted) for civilian agencies
and Defense Federal Acquisition Regulation Supplement 227.7202 (as
amended or supplanted) for military agencies. The SOFTWARE is
commercial computer software and the related documentation is
commercial computer software documentation. The use of the
SOFTWARE and related documentation is further restricted in
accordance with the terms of this Agreement, or any modification
hereto. The Contractor/Manufacturer is American Probe & Technologies, Inc.,
471 Montague Expressway, Milpitas, California, U.S.A., 95035-6800.

Compliance. You agree to make all applicable records available for
review by APT during your normal business hours so as to permit APT
(upon reasonable notice to you) to verify your compliance with the
terms and conditions of this Agreement. Further, if you are a
business or other entity, you agree that upon the request of APT or
APT's authorized representative, you will promptly document and
certify in writing to APT that your and your employees' use of the
SOFTWARE complies with the terms and conditions of this Agreement.
APT may (upon written notice) inspect your use of the SOFTWARE
during your normal business hours to ensure your compliance with
this Agreement. If the results of any such inspection indicate the
underpayment by you of applicable fees due and payable to APT, you
shall: (i) immediately pay such amounts to APT and (ii) reimburse
APT for the cost of such inspection.

Termination. This Agreement shall automatically terminate upon
failure by you to comply with its terms. Upon termination of this
Agreement, regardless of the reason, you must destroy all copies
of the SOFTWARE.

General.

If the SOFTWARE is manufactured in the U.S.A., (i) this
Agreement is governed by the laws of the State of California, U.S.A.,
exclusive of any provisions of the United Nations Convention on
the International Sale of Goods, and without regard to
principles of conflicts of law and (ii) the non-exclusive venue
for all actions under this Agreement shall be in the courts
located in Santa Clara County, California, U.S.A. and the parties agree to
submit to the jurisdiction of such courts.

This Agreement (and if applicable the VLP) constitutes the
complete agreement between you and APT regarding the SOFTWARE and
it supersedes any oral or written proposals, prior agreements,
purchase orders, or any other communication between you and APT
relating to the subject matter of this Agreement. If there is a
conflict between the terms and conditions of this Agreement and
the VLP Documentation, the terms and conditions of this
Agreement shall prevail and control.

If any action is brought by either party to this Agreement
against the other regarding the subject matter hereof, the
prevailing party shall be entitled to recover, in addition to
any relief granted, reasonable attorney fees and court costs. If
any provision of this Agreement is held invalid, the offending
clause will be modified so as to be enforceable and, as
modified, shall be fully enforced, and the remainder of this
Agreement will continue in full force and effect. If you are
downloading the SOFTWARE, you represent and warrant that you are
not located in or under the control of any country which the
export laws and regulations of such country or of the United
States prohibit the exportation of the SOFTWARE to.
© 2005 American Probe & Technologies, Inc. All Rights Reserved.

August 2005

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