SOFTWARE LICENSE AGREEMENT

ATTENTION: INSIGHTFUL IS WILLING TO LICENSE THE ENCLOSED SOFTWARE TO
YOU (THE "LICENSEE") ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF
THE TERMS CONTAINED IN THIS LICENSE AGREEMENT, WHICH INCLUDES THE
WRITTEN DESCRIPTION OF THE SOFTWARE YOU HAVE PURCHASED FROM
INSIGHTFUL OR ITS DISTRIBUTOR (THE "PACKING LIST") THAT ACCOMPANIES
THIS PACKAGE OR THAT IS OTHERWISE ISSUED TO YOU. PLEASE READ THE
TERMS STATED BELOW AND THE PACKING LIST CAREFULLY BEFORE USING THE
SOFTWARE, AS USING THE SOFTWARE WILL INDICATE YOUR ASSENT TO THESE
TERMS AND THE PACKING LIST AND MAKE THIS A BINDING AGREEMENT BETWEEN
INSIGHTFUL AND YOU. THESE TERMS AND THE PACKING LIST CONSTITUTE AN
OFFER TO YOU, WHICH CAN ONLY BE ACCPETED WITH ALL OF THE TERMS
STATED AND WITHOUT MODIFICATION OR ADDITIONS. IF YOU DO NOT AGREE
TO THESE TERMS AND THE PACKING LIST, THEN INSIGHTFUL IS UNWILLING TO
LICENSE THE SOFTWARE TO YOU, IN WHICH EVENT YOU SHOULD RETURN THIS
COMPLETE PACKAGE WITH ALL ORIGINAL MATERIALS AND THE PACKAGE WITH
THE CD-ROM OR OTHER MEDIA AND YOUR MONEY WILL BE REFUNDED.

1. Definitions.

The following definitions apply to these terms and the Order:

Authorized User: An employee, authorized agent or contractor of
Company who uses the Software solely in connection with the business
activities of the Company and who is aware of these terms and the
terms of the Packing List and who is bound by such terms.

Client: A computing unit or terminal (including but not limited
to telnet/rlogin, X-windows, Terminal Services; thick client
such as the Java GUI; and the S-PLUS® server console) used by
an Authorized User to connect to a server via Network connections.

Desktop: A self-contained, micro-computing unit, owned or leased
by Company, containing no more than two CPUs.

Documentation: The standard Supplier-supplied

    (i) user and system administrator guides and manuals and/or

    (ii) standard on line help for use by Authorized Users in
    connection with the Software.

Educational Use: The Software and Documentation is limited to
educational purposes only (including academic research activities);
the software may not be used in a commercial, governmental, or
(non-educational) non-profit setting and may be used solely for
personal or internal purposes or for nonremunerated demonstrations
(but not for delivery or sale) in connection with personal or
internal purposes. Supplier shall determine in its sole discretion
whether use of the Software constitutes Educational Use.

Named User: A single Authorized User (as identified by a unique
user identifier) who uses the Software solely from one Client.

Network: Multiple, interactive Desktops connected to a file-server
or database server, in which two or more users have common
access to the Software or data.

Session: An instantiation of the Software in the memory of a
computing unit authorized under this Agreement to run the
Software.

Software: The series of computer software programs listed
on the Packing List, including any Updates thereto, to the
extent you are entitled to such Updates as agreed by Supplier.

Academic Insitution: An entity qualifying as an academic
institution in Supplier’s sole discretion.

Updates:  Periodically released versions of the Software
and Documentation that include updates, modifications, and
corrections to the Software and Documentation.

2. License Grant; Restrictions.

(a) License Types. The description of each product shown
on the Packing List identifies the type of license governing
the use of the product. License types are identified as follows:

Single User License (SU): A license to install, and for one
Authorized User at a time to use, the Software on two Desktops
for the exclusive use of one Authorized User at any one time.

Concurrent User License (CU): A license to install and for
Authorized Users (Concurrent Users) to simultaneously run
the Software on the number of Desktops specified in the
Packing List, such installation and use to be limited to the
geographic area contained within one Time Zone in one country
as specified in the Packing List.

Concurrent Session License (SESS): A license to install the
Software on a server and for any number of Authorized Users
to access the Software via a Client, limited to the number
of Sessions on the server specified in the Packing List, such
installation and use to be limited to the geographic area
contained within one Time Zone in one country as specified in
the Packing List.

Subscription License (-S): A license of one or more of the
licensed types described in this section, that further limits
the installation and use of the Software to the time period
("Subscription Period") commencing on the date specified in
the Packing List for the Software, and that allows for optional
annual renewals for new Subscription Periods by payment of Supplier's
then-current renewal fee prior to the anniversary date of the
commencement of the prior Subscription Period. Unless provided
elsewhere in these terms or in the Packing List, Subscription
Periods are twelve (12) months in duration.

Academic License (ACA): A license to install and to use the
Software for Educational Use on the number of Desktops specified
in the Packing List, for the number of Authorized Users specified
in the Packing List.

Academic Student License (ACA STU): A Single User License, limited
to Educational Use. No Maintenance or Product Support is available
for an Academic Student License..

(b) License Grant. Except as otherwise provided in this Agreement,
Supplier grants to Company, personal, non-exclusive and non-
transferable licenses to the Software in the type and of the
quantity as specified in the Packing List to:

  (i) install and use the Software in support of the business
  activities of Company; and

  (ii) use the Documentation in conjunction with the use of the
  Software. This license shall be a license to use the machine-
  readable object code only, excluding any source code. Company
  shall not attempt to disassemble, decompile or reverse-engineer
  the Software.

(c) License Term. Except for Subscription Licenses (which shall
expire at the end of the last Subscription Period), or as otherwise
limited by agreement, Licenses are granted in perpetuity, subject to
revocation upon termination of this Agreement by Supplier for
Company default in accordance with Section 9.

(d) Sessions. No license is granted for any Authorized User to
initiate a Session by any means other than direct human interaction
between the licensed Authorized User and the Software. This includes,
but is not limited to, initiating a Session via a Web page or other
Web-based interface; scheduling more than one batch-mode Session
to be launched with an automated scheduler such as "cron"; and
initiation of Sessions by remote third-party client/server
applications, provided however, that an Authorized User of a Single
User License or Concurrent User License may launch a single Session
using terminal services in accordance with 2(a) above.

3. Installation and Additional Services.

(a) Company is responsible for payment for the Software in
accordance with the Packing List.

(b) Company is responsible for the purchase or licensing
of all additional equipment and software necessary to install
and properly operate the Software as detailed in the then-current
Documentation. Future versions of the Software and new Supplier
products may require additional equipment and/or software, as well
as updated versions of the additional equipment and software.
Purchase or licensing of these items, if required, is solely
the responsibility of Company at Company’s expense.

4. Updates and Supplements.

(a) Subject to clause 4(d) below, if Company is a participant
in the Supplier Maintenance & Product Support Program, as described
in clause 11, at the release date of a commercially released Update,
Company will be entitled to receive that Update. Supplier shall
determine, in its sole discretion, whether a given commercial
release constitutes an Update.

(b) Use of any Update with or in place of the Software is
subject to the terms of this Agreement, except as provided
otherwise pursuant to clause 4(d). Any portion of the Software
replaced by an Update (except archival copies) shall be
destroyed or returned by Company.

(c) From time to time, Supplier may make available computer
programs which are compatible with and supplement the Software,
but which

  (i) contain material new features not included in Updates,

  (ii) may be priced and offered separately as optional additions
  to the Software and (iii) are not made generally available to
  similarly situated customers without separate charges
  ("Supplements"). Supplier shall determine, at its sole
  discretion, what constitutes a Supplement.

(d) UPDATES AND SUPPLEMENTS MAY INCLUDE LICENSE AND MAINTENANCE
TERMS DIFFERENT FROM OR IN ADDITION TO THOSE OF THIS AGREEMENT.

5. Ownership; Copies.

(a) Except for the license rights expressly granted to Company
hereunder, all right, title and interest in and to the Software
and Documentation, and all copyrights, patents, trademarks, service
marks or other intellectual property or proprietary rights relating
thereto, and the media on which same are furnished to Company,
belong exclusively to Supplier or its suppliers.

(b) Company is prohibited from distributing, transferring possession
of, or otherwise making the Software or Documentation or any portion
thereof available to any person other than Authorized Users under
the terms of this Agreement.

(c) If Company wishes to create any interface to the Software that
increases the number of users able to use the Software beyond the
scope of the licenses specified in the Packing List and paid for
by Company, Company must purchase additional licenses from Supplier
at then-current pricing levels.

6. Warranties.

(a) Supplier warrants that it has the right to enter this Agreement
and to grant the rights and licenses herein.

(b) Supplier warrants that the media on which the Software is
furnished will be free from any material defect in workmanship
and material.

(c) Supplier does not warrant that the functions contained in
the Software will meet the requirements of Company or Authorized
Users or that the operation of the Software will be uninterrupted
or error-free. Supplier is not responsible for problems caused
by changes in, or modifications to, the operating characteristics
of any computer hardware or operating system for which the Software
is procured, nor is Supplier responsible for problems which
result from the use of the Software in conjunction with software
of third parties or with hardware which is incompatible with the
operating system for which the Software was developed, as stated
in the Documentation.

(d) No one other than an authorized officer of Supplier may grant
any additional warranties, and such additional warranties, if any,
must be specifically stated in a signed writing.

7. WARRANTY DISCLAIMER.

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AND EXCEPT
AS EXPRESSLY STATED IN SECTION 6 OF THIS AGREEMENT, SUPPLIER, ON
BEHALF OF ITSELF AND ITS SUPPLIERS, EXPRESSLY DISCLAIMS ALL
WARRANTIES AND INDEMNITIES, WHETHER EXPRESS, IMPLIED OR BY OPERATION
OF LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Limitation of Remedies.

(a) The entire liability of Supplier and its suppliers, and
Company's SOLE AND EXCLUSIVE REMEDY for the breach of the
warranty shall be the following: Supplier or its representatives
shall, at their option, use commercially reasonable efforts to
provide maintenance modifications or fixes with respect to any
demonstrated and reproducible error in the Software, replace the
Software, or refund to Company the amount it paid in license fees
for the Software which gave rise to such claim. Supplier, however,
shall not be obligated to correct, cure or otherwise remedy any error

  (i) if Company has made or permitted any modification of the
  Software or has misused or damaged the Software, or if Company
  has failed to notify Supplier of the existence and nature of
  such error promptly upon its discovery; or

  (ii) if the Software has been used in an operating environment
  not compatible with the specifications in the Documentation.

(b) TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SUPPLIER,
ON BEHALF OF ITSELF AND ITS SUPPLIERS, DISCLAIMS ANY AND ALL LIABILITY
FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF
PROFITS) ARISING OUT OF THIS AGREEMENT OR WITH RESPECT TO THE
INSTALLATION, IMPLEMENTATION, CUSTOMIZATION, USE, OPERATION,
TRAINING OR SUPPORT OF THE SOFTWARE, EVEN IF SUPPLIER OR ITS
SUPPLIERS HAVE BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) To the maximum extent permissible under applicable law, and
except as provided in clause 8(a) of this Agreement, Company
agrees that any liability on the part of Supplier and its suppliers,
arising out of this Agreement or with respect to the installation,
implementation, customization, use, operation or support of the
Software based upon any legal theory, including but not limited
to breach of warranty, breach of contract, negligence, other tort
claims or strict liability shall not exceed the amount paid by
Company in license fees for the Software which gave rise to
such claim.

9. Term, Default and Termination.

(a) In the event either party defaults in any material obligation
in this Agreement, the other party shall give written notice
of such default, and, if the party in default has not cured
the default within thirty (30) days of the notice (or as soon
thereafter as commercially practicable if the default cannot be
cured within thirty (30) days), the other party shall have the
right to terminate this Agreement.

(b) Upon termination of this Agreement, regardless of the cause,
or upon lapse of a Subscription Period without renewal under a
Subscription License, the license granted under this Agreement is
immediately revoked. Within ten (10) business days after the
termination of this Agreement, Company shall return to Supplier all
copies of the Software and Documentation in Company's possession.
In the event of termination as a result of Company's failure to
comply with any of its obligations under this Agreement, Company shall
continue to be obligated for any payments due as of the date
of termination.

10. Miscellaneous.

(a) Each party acknowledges that it has read and understands this
Agreement, including the Packing List, and further agrees that it
is the complete and exclusive statement of the agreement between
the parties which supersedes and merges all prior proposals,
understandings, and all other agreements, oral and written, between
the parties relating to the subject matter of this Agreement. This
Agreement may not be modified or altered except by written instrument
duly executed by both parties. The terms and conditions of any
purchase order, acceptance, or other instrument issued by Company
in connection with this Agreement which are in addition to or
inconsistent with the terms and conditions of this Agreement are
hereby objected to and shall not be binding on Supplier.

(b) Any notice or other communication required or permitted in
this Agreement shall be in writing and shall be deemed to have
been duly given on the day of service if served personally or by
facsimile transmission with confirmation, or three (3) days after
mailing if mailed by registered or certified mail, postage prepaid,
and addressed to the respective parties at their respective corporate
headquarters.

(c) This Agreement and performance under this Agreement shall be
governed by the laws of the State of Washington.

(d) If any provision of this Agreement is invalid under any
applicable statute or rule of law, it shall be enforced to the
maximum extent possible and otherwise is deemed omitted. The
remainder of the Agreement shall be valid and enforceable to
the maximum extent possible.

(e) Company may not assign or sub-license, without the prior
written consent of Supplier, its rights, duties, or obligations
under this Agreement to any person or entity, in whole or in part,
provided, however, that this Agreement may be assigned by Company
without the consent of Supplier to a corporate successor as part
of a corporate reorganization or merger or to a purchaser of all
or substantially all of the assets of Company, provided that

  (i) neither the successor or assignee nor its affiliates is
  engaged in any business or business preparations in direct
  or indirect competition with Supplier,

  (ii) Company and the successor or assignee are current in all
  license and maintenance fee payments due to Supplier, and

  (iii) the successor or assignee agrees in writing to be bound
  by and subject to all of the terms and provisions of this
  Agreement.

(f) The waiver or failure of either party to exercise in any
respect any right provided for in this Agreement in any instance
or instances shall not be deemed a waiver of such right in any
other instance nor a waiver of any further right under this
Agreement.

(g) Both parties agree to comply with all export and re-export
restrictions and regulations (Export Restrictions) imposed by the
government of the United States, or corresponding or similar
laws of other countries where Company is using the Software.

(h) Nothing in this Agreement shall be construed to create an
agency, joint venture, partnership, or other relationship between
the parties. No agent, employee, or representative of either
party has the authority to bind the other party in any manner.
The parties are independent contractors with respect to each other
under this Agreement.

(i) Neither party shall be responsible for failure to perform
in a timely manner under this Agreement when its failure
results from any of the following causes; Acts of God or
public enemies, terrorism, civil war, insurrection or riot,
fire, flood, explosion, earthquake or serious accident, strike,
labor trouble or work interruption or any cause beyond its
reasonable control whether similar or dissimilar to the
foregoing.

(j) On Supplier’s request, no more frequently than annually,
Company shall furnish Supplier with a signed certification

  (i) verifying that the Software is being used pursuant
  to the terms of this Agreement, including any user
  limitations and

  (ii) listing the locations where the Software is stored
  and/or being used.

(k) The Software and documentation are provided with restricted
rights. Use, duplication, or disclosure by the Government is
subject to restrictions as set forth in subparagraph (c)(1)(ii)
of the Rights in Technical Data and Computer Software clause at
DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the
Commercial Computer Software--Restricted Rights at 48 CFR
52.227-19, as applicable. Manufacturer is Supplier Corporation,
1700 Westlake Ave. N., Fifth Floor, Seattle WA 98109.

(m) The terms of Sections 1, 5, 7, 8 and 10 and the Packing
List shall survive termination of this Agreement.

11. Maintenance and Product Support.

(a) During the 12-month period commencing on the date specified
in the Packing List, and provided that the license for the Software
remains in effect, Supplier will furnish Maintenance and Product
Support ("MPS") as described below without additional charge.
MPS for additional 12-month terms (each, an "MPS Term") shall be
at Supplier’s then current maintenance rates, which shall be payable
on or before the start of the next MPS Term unless Company notifies
Supplier in writing thirty (30) days prior to such time that Company
no longer desires to participate in the Supplier Maintenance &
Product Support Program. In no event shall Supplier be responsible
for providing maintenance services for a period during which
maintenance coverage lapsed due to such election or by Company's
failure to pay such current maintenance rates. All support services
provided under this Agreement shall be conducted in the English
language.

(b) During the term of the support program, Supplier shall make
available technical staff to assist with questions about the
Software and to assist Company in solving problems with the
Software. Supplier shall provide telephone support during its
normal business hours (6:00 AM to 5:00 PM Pacific time in North
America or 9:00 AM to 5:00 PM Central European Time in Europe),
Monday through Friday, excluding public holidays. Under the Product
Support Program, Supplier agrees to provide a response, but not
necessarily a solution, to Company within three (3) business
days, as defined in this Agreement, upon notification by Company
to Supplier (via the telephone, email or the Internet) of problems
or defects with the Software. Supplier’s Technical Support Policy
is available at http://www.insightful.com/support/policyservices.asp.

(c) Supplier shall use reasonable efforts to contact and provide
Company with any Updates to the Software and Documentation released
during the MPS term. Company shall provide prompt written notice
to Supplier of any change in the designated Company product support
contact during the MPS term. Supplier shall have no obligation to
furnish Updates to Company if Supplier is unable to contact
Company's MPS contact.

(d) Support is available only for the current release of the Software
and all other releases whose version number begins with either the
same number, or the previous number. For example, if the current
release is Version 8.X, Supplier will support only those versions
numbered between 7.X and the current release. If Company desires
support for earlier versions of the Software, such support will be
treated as a consulting project, and Company will be billed according
to Supplier’s then current consulting rates.

(e) Supplier will use commercially reasonable efforts to assist
Company in its attempts to remedy any problems with the Software
resulting from any customizations, modifications, or extensions to
the Software, regardless of by who such customizations, modifications,
or extensions were performed. Supplier will treat such problems as
consulting projects and shall bill for its services as requested by
Company at Supplier’s then current professional services rates.

(f) If Company elects to resume maintenance on perpetual licenses
after a lapse of MPS coverage, Company shall pay Supplier for the
period of time in which maintenance coverage lapsed. Company's payment
for the lapsed period shall be the then current annual maintenance fee,
plus 10% late fee for each lapsed month. If the maintenance contract
has lapsed for longer than 6 months, then the Company must purchase a
new license in order to receive the current version of the software,
and another 12 months of MPS.

(g) Any revisions or changes in the terms of the maintenance and
product support program shall occur only at the end of Company's
then current annual MPS Term, and Supplier shall give Company no
less than thirty (30) days written notice prior to such change.

BY CONTINUING TO INSTALL THE SOFTWARE YOU ACKNOWLEDGE ACCEPTANCE
OF THIS AGREEMENT AND THE TERMS OF THE PACKING LIST. IF YOU ARE
ENTERING THIS AGREEMENT IN WHOLE OR IN PART IN THE COURSE OF YOUR
EMPLOYMENT, YOU REPRESENT THAT YOU ARE AUTHORIZED TO DO SO ON
BEHALF OF YOUR EMPLOYER.