PROPRIETARY SOFTWARE LICENSE AGREEMENT: IMPORTANT: READ CAREFULLY By installing, copying or using the Ansoft software products contained

herein, you indicate your acceptance of and agree to be bound by the terms and conditions of this Proprietary Software License Agreement. These terms and conditions are a legal agreement between the Licensee (you) and Ansoft Corporation (Licensor). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT INSTALL, COPY OR USE THE SOFTWARE. 1. LICENSE. Subject to the provisions contained herein, Licensor grants to the Licensee a non-exclusive, nontransferable license to use the software ( Licensed Products ) contained herein. Licensee is authorized to use the Licensed Products only for Licensee s own use and only on properly designated CPUs located at properly designated Sites. The Licensed Products may be used concurrently by no more than the number of permitted concurrent users specified, and at no Site other than the initial 10-mile radius surrounding the initially designated CPU ("designated Site"). Permitted users must be located at the designated Site. ONLY ONE (1) VERSION OF THE LICENSED PRODUCTS MAY BE USED AT A TIME. NEW RELEASES OF THE LICENSED PRODUCTS PROVIDED UNDER MAINTENANCE CAN BE USED ONLY AS A REPLACEMENT FOR EXISTING LICENSED PRODUCTS. 2. TERM. This Agreement shall be effective upon acceptance of the terms of this Agreement. This Agreement shall remain in force until terminated. The Licensee may terminate this Agreement at any time by returning all copies of the Licensed Products and documentation to Licensor. Termination of this Agreement by Licensee shall not relieve Licensee of any obligations under this Agreement. Licensor may terminate this Agreement at any time if Licensee breaches any of the terms and conditions of this Agreement. If this Agreement is terminated for any reason, Licensee agrees to certify in writing that all full and partial copies of the Licensed Products and documentation have been returned to Licensor. 3. PROTECTION AND SECURITY. Notwithstanding any copyright notices, the Licensed Products contain trade secrets and confidential information of Licensor and its suppliers. The Licensed Products and the related documentation may not be copied in whole or in part for any purpose except that one (1) copy may be made of the Licensed Products for archival purposes. Except as provided herein, the Licensee agrees not to duplicate or disclose or otherwise make the Licensed Products or documentation available to any third party without Licensor s prior written consent. The Licensee agrees not to reverse compile, reverse engineer or disassemble the Licensed Products. 4. MAINTENANCE AND SUPPORT. Licensor agrees to provide (3) three months of Maintenance and Support for the Licensed Products without charge. This threemonth term commences on the day the Licensed Products are shipped from Licensor. For the purposes of this Agreement, Maintenance shall consist of Licensor providing Licensee with such new releases of the Licensed Products as Licensor makes generally available to other licensees without additional charge. Licensor shall not be required to provide Licensee with new releases of the Licensed Products which provide new functionality and are distributed to licensees only if an additional fee is paid. For the purposes of this Agreement, Support shall consist of Licensor

providing answers to a reasonable amount of telephone, facsimile, and e-mail questions from the Licensee Representative at any time upon notification to Licensor. The term reasonable amount is determined exclusively by Licensor s application engineers and management. Under no circumstances does Licensor provide consulting services and discussions with application engineers are not intended nor should be interpreted as such. In no event will Licensor be liable for misinterpretation of Support discussions. To continue Maintenance and Support Services beyond the initial term, Licensee must pay a Maintenance and Support Fee. Licensor may discontinue the availability of Maintenance and Support for any Licensed Products at any time in its sole discretion. Licensee s failure to properly install the Licensed Products on the designated CPU, Licensee s modification or attempted modification of the Licensed Products, Licensee s preparation of a derivative work of the Licensed Products, or Licensee s implementation of corrections, improvements, or revisions to the Licensed Products, without the written consent of Licensor, shall void any Maintenance and Support obligations of Licensor under this Agreement. 5. LIMITED WARRANTY. Licensor warrants that each of the Licensed Products will conform substantially with the published documentation for such Licensed Product for (1) one year from the date of Licensees receipt of the Licensed Product. Licensor does not warrant that the Licensed Products will be free of all errors or operate without interruption. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, AND LICENSOR SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Implied warranties that cannot lawfully be excluded are limited to the duration of the express warranty stated above. 6. EXCLUSIVE REMEDY. The entire liability of Licensor and its suppliers and the Licensee s sole and exclusive remedy is limited to repair or replacement of any Licensed Product not meeting Licensor s limited warranty or the refund of the purchase price of such Licensed Products at Licensor s option, provided the Licensed Products are returned to Licensor headquarters with proof of purchase within the one (1) year warranty period. 7. LIMITATION OF LIABILITY. LICENSOR WILL NOT BE LIABLE FOR ANY LOST PROFITS, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR S ENTIRE LIABILITY UNDER OR RELATED TO THIS AGREEMENT IS LIMITED TO THE REMEDIES SPECIFIED BY THIS AGREEMENT. LICENSOR S LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT EXCEED THE FEES PAID FOR THE APPLICABLE SERVICES OR FOR THE LICENSE OF THE LICENSED PRODUCTS THAT GAVE RISE TO THE CLAIM. 8. FEES. Excluding evaluation licenses, Licensee agrees to pay the License Fees for the Licensed Products specified on the accompanying invoice. The License Fees do not include taxes, shipping, or handling charges, all of which shall be paid by Licensee, except for taxes based on Licensor s net income. The Shipping Fee listed on the accompanying invoice covers all shipping costs for shipment of the Licensed Products. The method and carrier for shipment shall be selected by Licensor. All fees and charges under this Agreement shall be due and payable within thirty (30) days after the date of the invoice. Any and all payments made under the provisions of this

Agreement shall be payable in the currency as listed on the accompanying invoice. Licensor reserves the right to request such payments be made by wire transfer according to instructions for such transfer as specified by Licensor from time to time. 9. INFRINGEMENT. If promptly notified in writing by Licensee of an infringement action, Licensor agrees to defend or settle at its option, and hold Licensee harmless from any action at law or in equity finally adjudicated against Licensee arising from a claim that Licensee s use of the Licensed Products or documentation under this Agreement infringes any United States patent or copyright; provided that Licensee shall give Licensor the right to control and direct the investigation, preparation, defense, and settlement of each such claim and Licensee shall fully cooperate with Licensor or its designee in connection with the foregoing; further provided, Licensor may, immediately upon notice of such an infringement claim, replace all or part of the Licensed Products to make the Licensed Products non-infringing, refund license fees to Licensee and terminate this Agreement where the Licensed Products can not be made non-infringing, or obtain the right for Licensee to use the allegedly infringing Licensed Products. Notwithstanding the foregoing, Licensor will not defend, settle, or hold Licensee harmless from an infringement action at law or in equity, where Licensee modifies or alters the Licensed Products without the written consent of Licensor and the infringement action arises from a claim that such modification or alteration, or the resulting software or program from such modification or alteration, infringes any United States patent or copyright. 10. EXPORT PROVISION. Licensee acknowledges that the export of the Licensed Products are subject to Licensor receiving the necessary licenses or approvals for export from the United States, and Licensor shall not be liable for any delays including, but not limited to, required export authorizations which are beyond the reasonable control of Licensor. Licensor and Licensee agree that the cost of obtaining the necessary licenses or approvals for export from the United States will be the responsibility of the Licensee and the obligation of obtaining such licenses or approvals is the responsibility of the Licensor. Licensee agrees that regardless of any disclosure made by Licensee to Licensor of an ultimate destination of the Licensed Products, Licensee will not re-export directly or indirectly any Licensed Products, without first obtaining a license from the United States Government, as required. Licensee shall provide Licensor with any information, certifications or other documents which Licensor may require in connection with the export of the Licensed Products, or any portions or parts thereof, pursuant to the Export Administration Act of 1979, as amended, and the rules and regulations promulgated thereunder. Without limiting the foregoing, Licensee agrees to not knowingly export or re-export any software, documentation or technical data furnished to Licensee under this Agreement, without first obtaining permission to do so from the United States Department of Commerce or other appropriate governmental agency, into any of those countries listed from time to time in part 370 to Title 15 of the Code of Federal Regulation in designated prohibited Country Groups. Licensee agrees to obtain any and all necessary government approvals in its country relating to performance of this Agreement; assist in clearing the Licensed Products through customs; and pay any and all tariffs, taxes, import duties or excises imposed on the Licensed Products in connection with its use hereunder.

11. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties, permitted assigns and legal representatives. Licensee may not assign this Agreement without Licensor s prior written consent. 12. TITLE. This Agreement grants Licensee no title or rights of or to ownership in the Licensed Products or documentation or any corrections, improvements or revisions furnished under the Maintenance and Support provisions hereof. THIS AGREEMENT DOES NOT INCLUDE THE RIGHT TO SUBLICENSE. 13. FORCE MAJEURE. Neither party nor its representatives shall be liable for delays or failures in performance resulting from acts beyond the reasonable control of such person and time for performance will be extended by a period equal to such delay. Such acts shall include, without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, power failures, earthquakes, or other disasters. 14. OFFICIAL LANGUAGE. The Parties agree that the official language of this Agreement is English. Documents or notices not written in English shall have no effect under this Agreement. 15. RELIEF. Licensee acknowledges that any violation of this Agreement by Licensee will cause irreparable injury to Licensor, and Licensor shall be entitled to injunctive relief. 16. GENERAL. This Agreement merges all prior written and oral communications and defines the entire Agreement of the parties concerning the Licensed Products. All notices required under this Agreement or pertaining to modifications to this Agreement shall be in writing, including facsimile copies, however, excluding all variations of Electronic Mail, and shall be considered given upon personal delivery of the written notice or within five (5) days of mailing, postage prepaid and appropriately addressed. This Agreement shall be construed in accordance with laws of the United States, of the Commonwealth of Pennsylvania without regard to its conflicts of laws provisions. The failure by either party at any time to enforce its rights under this Agreement will not be construed as a waiver of such rights, nor will it in any way affect the validity of this Agreement. No waiver by either party will be valid unless given in an appropriate writing signed by both parties.