CATERPILLAR SOFTWARE LICENSE AGREEMENT

Carefully read the following terms and conditions before downloading, ordering or installing the SpecSizer software and the related material provided herewith (the Software). Use of the Software indicates your acceptance of the terms and conditions contained in this License Agreement. If you do not wish to agree to these terms and conditions, do not request shipping of, download, or install the Software.

LICENSE Caterpillar Inc. ("Licensor") hereby grants to You (Licensee) a nonexclusive, nontransferable, non-sublicensable, revocable, limited scope, license to: (i) Use the Software on a single computer for the sole purpose of sizing and specifying Caterpillar generator sets; and (ii) Make one copy of the Software for backup purposes and to support your use. Any copy must include a reproduction of the copyright notice and other notices or legends as contained on the original Software and the media on which the Software is delivered to Licensee. Licensee may not: (i) Provide the Software or any copy thereof to unlicensed third parties, or permit such third parties to use the Software; (ii) Grant sublicenses, leases, or other rights in the Software to third parties; (iii) Decompile, disassemble, reverse engineer or otherwise attempt to gain access to the Software source code or permit others to do the same; or (iv) Export or re-export the Software without the appropriate United States and/or foreign government license(s).

LICENSEE OBLIGATIONS It is the exclusive responsibility of the Licensee to determine the appropriate end use for the Software, including but not limited to determining if the Software is appropriate for the Licensees information systems; installing the Software, establishing adequate backup procedures; and implementing procedures to satisfy Licensees security requirements. Licensee assumes complete responsibility and expressly acknowledges that the Licensor has no responsibility or liability, for the selection of the Software and support services required to achieve Licensees intended results, and for the installation, use and results obtained from the Software and support services and any other programs.

OWNERSHIP AND PROPRIETARY RIGHTS The Software is owned by Licensor and Licensor has the necessary right to distribute the Software. Title, ownership rights and intellectual property rights to the Software or to the Software and all patents, copyright, design rights, trade secrets and other proprietary rights in or related to the Software are and remain the exclusive property of Licensor. Licensee acknowledges such rights and will not take any action that jeopardizes such rights or acquire any rights except the limited use rights specified in this License Agreement. The Software is protected by copyright and other intellectual property laws and international treaty provisions. The Licensee further acknowledges that in the course of its use of the Software, pursuant to the terms of this License Agreement, that it may suggest modifications or improvements to the Software ("Modification(s)"). The Licensee expressly acknowledges the Licensor shall have the right to use these modifications and hereby grants the Licensor a non-exclusive, royalty-free, perpetual worldwide license to use or incorporate said Modification(s), in whole or in part, into the future development of any technology, including the Software. The Licensee expressly acknowledges that the Licensor is not obligated to provide the licensee with any form of compensation with respect to the use of the Modification(s).

Subject only to the limited rights and licenses expressly granted to the Licensee in this License Agreement, the Licensor shall retain and own all rights, title and interest in the Software, and each copy thereof, and all intellectual property rights with respect thereto. The Licensor retains all rights not expressly granted to the Licensee herein. The Licensee agrees not to reproduce, use, disclose, or distribute the Software except as expressly authorized in this License Agreement. The Licensee shall not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. Licensee shall not use any trademark, logo, copyright or other proprietary notices, legends, symbols or labels for any purpose without the prior written approval of the Licensor, which may be withheld for any reason. EXPORT CONTROL PROVISIONS Licensee agrees to comply with all export laws and restrictions and regulations of the United States, and not to export or re-export the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. By downloading or using the Software, Licensee agrees to the foregoing and represents and warrants that it complies with these conditions.

DISCLAIMER OF WARRANTIES AND REMEDIES THE SOFTWARE IS PROVIDED TO LICENSEE "AS IS" AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, OPERABILITY, TITLE AND NON-INFRINGEMENT, ARE HEREBY DISCLAIMED. Licensor does not warrant that the function contained in the Software will meet Licensees or any third partys requirements or that the Software will operate in the combinations which may be selected for packaging by Licensee, or that the operation of the Software will be uninterrupted or error-free or that all defects of the Software will be corrected. In all events, Licensee agrees that Licensor's maximum aggregate liability under this License Agreement or under any action or actions based on this License Agreement, regardless of the form of such action(s), whether in contract or tort, shall not exceed an amount greater than the amount tendered by Licensee to Licensor in connection with this License Agreement. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY OTHER THIRD PARTY, IN LAW OR EQUITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR RELIANCE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST DATA, OR LOST OR ANTICIPATED REVENUES OR PROFITS) ARISING OUT OF THIS AGREEMENT OR LICENSORS DELIVERY OF THE SOFTWARE, ON ANY THEORY OF LIABILITY EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TERM This License Agreement is effective until terminated. The license granted herein will automatically terminate without further action of Licensor if Licensee fails to comply with the restrictions as recited herein. Licensor may terminate this License Agreement at any time upon thirty (30) days written notice. Licensee may terminate this License Agreement at any time by either returning the Software together with all copies thereof to Licensor or by destroying the same.

INDEMNIFICATION Licensee hereby agrees to indemnify, defend and hold harmless Licensor from and against any and all claims, lawsuits, demands, actions or other proceedings brought against it by any third party due to, arising out of or related to Licensees (a) use of the Software, (b) violation of this Agreement, or (c) violation of any law, regulation or third party rights. Licensee shall pay any and all costs, damages and expenses, including, without limitation, reasonable attorneys fees and costs awarded against or otherwise incurred by Licensor in connection with or arising from any such claim, lawsuit, action, demand or other proceeding.

GENERAL PROVISIONS Severability. If any provision or part thereof of this License Agreement shall be held by a court of competent jurisdiction to be contrary to law or public policy, the remaining provisions or parts thereof shall remain in full force and effect, and the Parties shall endeavor to give effect to the License Agreement as originally contemplated before the provision or part thereof was held to be invalid or unenforceable to the maximum extent permitted by law. No Implied Waivers. The failure of either Party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such Party thereafter to enforce any provision hereof. Force Majeure. Neither Party shall be liable for damages for any delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, fires, riots, wars, or embargoes. Multiple Counterparts, Facsimile Copies. This License Agreement may be executed simultaneously in two or more counterparts, each one of which shall be deemed an original, but all of which shall constitute one and the same instrument. Facsimile signatures shall be treated as original. Entire Agreement & Modification. This License Agreement sets forth and constitutes the entire agreement and understanding between the Parties with respect to the Licensed Software, and supersedes all prior agreements and representations, whether oral or written, relating to the subject matter thereof. This License Agreement may be modified only in writing signed by the duly authorized representatives of Licensor. Survival. Except as otherwise provided in this License Agreement or as required by law, the provisions of this License Agreement shall survive the termination or rescission of this License Agreement for any reason. Governing Law. This License Agreement will be governed by the laws of the State of Illinois, United States of America (without regard to principles of conflict of laws). PRIVACY STATEMENT In addition to registration, Caterpillar Inc. collects general, non-personal information on usage of the software tool to evaluate the cost-benefit of maintaining the tools current features or developing new features. This information is retained by Caterpillar and its software supplier for Caterpillar and its dealers only. We will not disclose any information to any other third parties unless required by law or court or governmental order. Your use of SpecSizer indicates your acceptance of this policy.

LICENSEE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE FURTHER AGREES THAT THIS LICENSE AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSOR AND LICENSEE THAT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN LICENSOR AND LICENSEE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.