Please read the following carefully. It contains the terms and conditions under which the Autodesk(R) Software Developer's Kit(TM) is being licensed to you. SOFTWARE LICENSE AGREEMENT Autodesk, Inc. ("Autodesk") grants you a non-exclusive, non-transferable license to download and use this Autodesk Software Developer's Kit ("SDK") and accompanying documentation according to the following terms: LICENSE Your use of SDK is subject to the following: You may: a. use the object and source codes for SDK (the "SDK Code") for the exclusive purpose of developing a software application(s) that will operate with Autodesk's AutoCAD(R) software program ("AutoCAD Application(s)"); b. modify any portion of the SDK Code to enable your AutoCAD Application(s) to operate with AutoCAD, and may omit, supplement, or alter the SDK Code as required; c. copy and incorporate all or part of the SDK Code, and its accompanying documentation or any modifications thereto in your AutoCAD Application(s) for distribution to end users, provided the SDK Code and its documentation is only sublicensed to end users as part of a completed AutoCAD Application produced by you; d. copy all or part of the SDK Code and its accompanying documentation for distribution to developers of software applications that will operate with your AutoCAD Applications, provided such developers consent to the terms and conditions of this license and evidence of such consent is given to Autodesk; and e. obtain support for this product from the Autodesk Developer's Forum on CompuServe(R). You may not: a. refer end users of your AutoCAD Application(s) to Autodesk for support; b. rent, transfer or grant any rights in SDK or the accompanying documentation to any person except as provided in c. and d. above without the prior written consent of Autodesk, which if given, is subject to the transferee's consent to the terms and conditions of this license; c. you may not remove any proprietary notices, labels, or marks on the SDK Code or accompanying documentation. Title and copyrights to the SDK Code, accompanying documentation and legitimate copies made by you remain with Autodesk, which retains all rights page 1 of 3 not expressly granted. Unauthorized copying of the product or the accompa- nying documentation, or failure to comply with the above restrictions will result in automatic termination of this license. Upon termination of this license, you shall be prohibited from use of the SDK Code and must immedi- ately cease distributing modified or unmodified versions of the SDK Code as part of your AutoCAD Application(s). Additional Obligations If you distribute the SDK Code as part of your AutoCAD Application(s), you agree to the following: a. to distribute the AutoCAD Application(s) pursuant to license agreements, which shall provide, at a minimum; (1) a prohibition against unauthorized duplication of the completed software application, (2) a reference to applicable regulations of the United States government which control governmental purchases, (3) a clear statement reserving ownership rights in the SDK Code to Autodesk, and (4) a disclaimer of any express or implied warranties beyond those offered to you in this Agreement. b. that each of your AutoCAD Application(s) which incorporate a copy of the SDK Code or portion thereof shall carry the appropriate Autodesk copyright notice (i.e. Copyright Autodesk, Inc., 1990, All Rights Reserved). The Autodesk copyright notice shall be applied irrespective of whether you choose to apply your own copyright notice to an AutoCAD application using the SDK Code; c. that you will not apply any of Autodesk's trademarks to any AutoCAD Application produced by you. WARRANTY DISCLAIMER Autodesk does not warrant that the functions contained in the SDK Code will meet your requirements or those of any third party to whom you license the modified or unmodified SDK Code or that operation of SDK Code will be error free under any circumstances. Autodesk is not responsible to you or to any of your end users for difficulties resulting from the operating characteristics of the computer system(s) in which a modified version of the SDK Code has been placed. THE SDK CODE IS DELIVERED "AS IS" AND WITH ALL FAULTS. ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. LIMITATION OF LIABILITY AUTODESK DISCLAIMS ANY AND ALL LIABILITY FOR SPECIAL, INCIDENTAL OR CONSE- QUENTIAL DAMAGES (INCLUDING LOSS OF USE AND PROFITS) ARISING OUT OF THE INSTALLATION, USE, OPERATION OR SUPPORT OF THE SDK CODE OR MODIFIED VERSIONS page 2 of 3 OF THE SDK CODE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF AUTODESK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. U.S. GOVERNMENT RESTRICTED RIGHTS SDK and accompanying documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR 52.227-19 (Commercial Computer Software - Restricted Rights) and DFAR 252.227-7013(c)(1)(ii)(Rights in Technical Data and Computer Software), as applicable. GENERAL This License will be governed by the laws of the State of California. This License is the entire agreement between us and supersedes any other communications or advertising with respect to SDK and accompanying documentation. If any provision of this License is held invalid, the remainder of this License shall continue in full force and effect. If you have any questions, please contact in writing: Autodesk, Customer Service, 2320 Marinship Way, Sausalito, CA 94965. CANADIAN SALES If you purchased this product in Canada, you agree to the following: The parties hereto confirm that it is their wish that this License, as well as other documents relating hereto, including Notices, have been and shall be drawn up in the English language only. Les Parties aux presentes confirment leur volonte que cette convention de meme que tous les documents, y compris tout avis qui s'y rattache, soient rediges en langue anglaise. page 3 of 3