END USER LICENCE AGREEMENT FOR CUBUS SOFTWARE

1 General Rules

1.1 Cubus Inc. (hereinafter referred to as “Cubus”) develops and sells software (hereinafter referred to as “Cubus software”) for civil engineers. Cubus software includes the computer programs as well as the electronic manual and the hardlock.

1.2 The following terms regulate the usage rights for the individual modules of Cubus software (hereinafter referred to as “software modules”).

1.3 Legitimate users of Cubus software are hereinafter referred to as “clients”.

2 Copyright

2.1 Cubus software is the property of Cubus or one of its vendors and is protected by the copyright laws against duplication and unlawful use.

3 Granting of Licences

3.1 The licence is the authorization, accorded by Cubus, to use a Cubus software module. The right of utilisation is subject to certain conditions, described in the following. Licences will be called valid when all these conditions are met.

3.2 Without a valid licence it is prohibited to use Cubus software.

3.3 Cubus accords licences in perpetuity, which can be bought, and temporary licences with recurring fees.

3.4 The acquisition of a licence for a software module allows the client to use the module under the condition that it is used on one computer at a single workplace. If additional licences for a software module have been acquired, it may only be used concurrently based on the number of licences the client owns.

3.5 If additional licences are acquired for software modules, as defined under point 5 “Policies for multiple licences”, the modules may only be used under the agreed conditions. Should those conditions no longer apply, then the client has to inform Cubus within 10 days and the remaining amount has to be paid according to the newest conditions.

3.6 With the acquisition of a licence the client also accepts the conditions for the update service mentioned below.

4 Customer and System ID, Customer Systems

4.1 Each company or subsidiary (according to the definition below) has a customer ID, with which its licences are identified.

4.2 Furthermore all licences have a system ID, which is attached to the customer ID. All software modules with an identical customer and system ID form a software system (hereinafter referred to as “system”).

4.3 All systems with all containing software modules belonging to a customer ID are hereinafter referred to as "customer software".

4.4 The modules of a system can act jointly if such a function is intended. This is not always possible between modules of different systems. Each system has a hardlock to be used with the software.

4.5 There is a differentiation between fixed installed systems (“stationary system“) and network systems. On stationary systems all licences can be used at a given time on one computer only. To run the software a hardlock is required. On network systems the licences can be installed on several computers at the same time according to the number of licences acquired. To run the software a server hardlock for the server of a local sub network is required.

5 Policies for Multiple Licences

5.1 When a customer acquires as a sole company or group of companies (defined according to Section 5.3) more licences of the same software module, then the licences are characterized as multiple licences (Section 5.2).

5.2 For multiple licences, the first licence is named as an "A-licence" while all subsequent licences of the same module are named as "B-licences", for which a reduced price applies.

5.3 For the different company brances/subsediaries to be considered as official members of the company, they need to have the same name and the same owner. If both names are not identical, Cubus reserves the right to decide whether they constitute members of the same company.

6 Transfer of Software Licences to Third Parties

6.1 Cubus software may not be rented or lent out to anyone by customers. However, licences may be transferred to a third party on a continuing basis under the following requirements: a) the terms of the additional licences mentioned in point 3.5 are not infringed on; b) the consignee agrees to this licence agreement without restrictions; c) Cubus is notified of the name and address of the recipient.

7 Service-Options

7.1 Service-Options are licences, which cannot be bought but can be subscribed to for a given period of time for a fee.

7.2 The “Terms for subscription licences and services” mentioned in Section 10 are also valid for service-options.

7.3 A prerequisite for the enrolment to Service-Options is an "Update-Service" or a "ServicePlus" subscription (as described in Sections 8 and 9) for the corresponding customer software.

8 Update-Service

8.1 Updates are an advanced, officially released version of a program within a software generation. The software generation of a program is defined by a number at the end of its name.

8.2 The "Update-Service" is a service, covering his customer software, to which the client can subscribe for a fee applying to a certain utilization period.

8.3 Maintained software modules (hereinafter referred to as "maintained software) are considered the ones of the current or of the preceding software generations. With the release of a new software generation, the maintained modules are serviced for one more year.

8.4 The "Update-Service" is subject to the conditions elaborated in Section 10 "Terms for Subscription Licences and Services".

8.5 The "Update-Service" gives to the customer the right to update his software modules. The client will be informed upon the release of new update and can download it for free through the Internet.

8.6 It remains on Cubus discretion to decide on both the content and time intervals of the updates.

8.7 The existence of the "Update-Service" option is a prerequisite for the extension or upgrade of a customer software.

8.8 The price catalogue of Cubus determines the fees for the subscription to "Update-Service".

8.9 For newly acquired Software modules, the "Update-Service" is free of cost for a period of a year.

8.10 The client will be urged before the Installation of an update to secure his entire software installation and data so that to be protected against faulty updates.

9 ServicePlus

9.1 The "ServicePlus" is a service to which a customer can subscribe for a yearly fee. It covers all the maintained software of his customer software.

9.2 The "ServicePlus" includes the services of "Update-Service" and extends them to cover software upgrades. With the "ServicePlus" the customer has the right on both updates and upgrades which he can obtain free of cost through Internet.

9.3 It remains on Cubus discretion to decide on the scope of work of a new software generation.

9.4 The new software generations appear every two or three years.

9.5 The Cubus list of prices determines the fees applying to "ServicePlus".

9.6 The conditions specified in Section 10 for the subscribed services apply to the cancelation of the "ServicePlus", upon the following specifications.

9.7 A regular cancelation (See Section 10.1 below) of the "ServicePlus" as well as changes on its condition can take place from the side of Cubus only after the release and dispatch of a new software generation.

9.8 If the client cancels the "ServicePlus" subscription before the release of a new software generation, he has no right for a refund of the "ServicePlus" fees paid.

10 Terms for Subscription Licences and Services

10.1 Subscription licences and services are hereinafter referred to as "subscriptions". Subscriptions run for at least one year and always terminate at the end of a calendar year. Without notice by one of the parties the subscription is automatically extended for another year and the fee is due. Notice has to be given in writing at least one month before termination of the subscription.

10.2 The yearly subscription fee is determined when taking out the subscription. The client has to be informed of any changes at least three months before termination of the subscription.

10.3 The subscription fees will always be charged at the beginning of an utilisation period; the payment period being one month. Should a bill not be paid on the due date, the subscription will be suspended.

11 Limited Guarantee

11.1 Cubus guarantees for the period of one year from date of delivery of a software module, that the software works according to the respective handbook and that the accompanying hardlock is free of material and manufacturing faults.

11.2 There exists no right to guarantee benefits when the failure of the software or hardware failure is due to a breakdown, misuse or false application.

11.3 Entitlement of the client: The total liability of Cubus is to either a) refund the paid price or b) repair or replace the hard- or software not complying with the limited liability of Cubus and handed back to them.

11.4 No Further guarantee: Cubus excludes further guarantees with regard to the software, the respective handbooks and the accompanying hardlock.

11.5 No liability for subsequent damages: Neither Cubus nor its suppliers are liable for any damages (unconditionally included are damages from lost profits, business interruption, loss of business information or data or other financial loss) acquired in connection with the use of Cubus software or the inability in the use thereof. In any case the liability of Cubus is limited to the amount the customer actually paid for the product.

12 Final Clauses

12.1 Swiss law is exclusively applicable for all questions in connection with this agreement.

12.2 Jurisdiction for all disputes in connection with this agreement is Zurich, Switzerland.