MATHENGINE, INC.
EVALUATION AGREEMENT
MATHENGINE DYNAMICS TOOLKIT 2.0 and COLLISION TOOLKIT 1.0

REDISTRIBUTION NOT PERMITTED
Evaluation Agreement for 
MATHENGINE DYNAMICS TOOLKIT Release 2.0
And
MATHENGINE COLLISION TOOLKIT Release 1.0

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE 
MATHENGINE DYNAMICS TOOLKIT OR THE MATHENGINE COLLISION TOOLKIT.  BY 
CLICKING ON THE "ACCEPT" BUTTON YOU AGREE TO BE BOUND BY THE TERMS 
AND CONDITIONS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS 
AND CONDITIONS OF THIS AGREEMENT, CLICK THE "CANCEL" BUTTON TO 
TERMINATE THE REGISTRATION PROCESS.

1.	LICENSE
1.1	License Grant.  Subject to the terms of this Evaluation Agreement 
("Agreement"), MathEngine grants you a non-exclusive, non-transferable license
to use the MathEngine Dynamics Toolkit and the MathEngine Collision Tookit 
("Software") for the purpose of evaluating the Software.
1.2	Restrictions.  In order to protect MathEngine's trade secrets in the 
Software, except as permitted by applicable law, you agree that you will not 
attempt to reverse engineer, reverse compile, disassemble, modify, adapt, 
translate, create derivative works from, rent, lease, loan, time-share, 
distribute, transmit over a network, sublicense or provide service bureau 
services by using the Software, in whole or in part.  You shall use best 
efforts to stop any such copying or distribution immediately after such use
becomes known. 
2.	PROPRIETARY RIGHTS
All right, title and interest, including intellectual property rights, in and
to the Software are owned by MathEngine and/or its licensors.  You acknowledge
that no title to the intellectual property in the Software is transferred to 
you and you will not acquire any rights to the Software except for the license
as expressly set forth herein.  MathEngine reserves all rights not expressly 
granted hereunder.
3.	EVALUATION OF SOFTWARE
MathEngine may request that you provide it with feedback relating to the 
performance of the Software and any bugs or errors encountered by you during
your evaluation of the Software.  In the event that MathEngine so requests, 
you will promptly provide MathEngine with a complete description of any and 
all problems or difficulties relating to such Software.  Any ideas or 
suggestions for modifications or enhancements to the Software as well as all
information about the Software's performance or errors reported by you 
("Supportive Information") will be the property of MathEngine.  You hereby 
assign all right, title and interest in the Supportive Information and the 
related intellectual property rights to MathEngine and agree to assist 
MathEngine, at MathEngine's expense, in perfecting and enforcing such rights.
Notwithstanding the above, you may use such Supportive Information for 
internal evaluation purposes during the term of this Agreement.
4.	CONFIDENTIAL INFORMATION
You agree that you will not make use of, disseminate or in any way disclose 
the Software or any and all technical and non-technical information including 
all intellectual property, trade secrets and proprietary information, 
techniques, sketches, drawings, models, inventions, know-how, processes, 
apparatus, equipment, performance testing, software and algorithms related to 
the Software ("Confidential Information") to any person, firm or business 
except as part of your evaluation of the Software as contemplated herein or 
for any purpose MathEngine may hereafter authorize in writing.  You agree that
you will treat all Confidential Information with the same degree of care as 
you accord to your own Confidential Information, but in no event less than a
reasonable degree of care.  No information of any kind shall be disclosed by
you regarding the results of the Software evaluation, including but not 
limited to information regarding performance benchmarks, bugs or other 
problems encountered in the use of the Software without the explicit written
permission of MathEngine.
5.	WARRANTY DISCLAIMER
You acknowledge that the Software is an alpha release, still in development
and is provided for testing and evaluation purposes and may contain 
significant errors and defects.  MathEngine is not obligated to provide any
direct support, maintenance, new releases, enhancements, or updates of the 
Software.  MATHENGINE MAKES NO EXPRESS, STATUTORY OR IMPLIED WARRANTIES OF 
ANY KIND AND SPECIFICALLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, 
FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS
RELATED TO THE SOFTWARE.
6.	LIMITATION OF LIABILITY
IN NO EVENT SHALL MATHENGINE BE LIABLE UNDER ANY THEORY FOR ANY 
DAMAGES SUFFERED BY YOU OR ANY USER OF THE SOFTWARE INCLUDING, BUT 
NOT LIMITED TO, ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY 
DAMAGES, INCLUDING ANY LOSS OF DATA OR INFORMATION, LOST PROFITS OR 
LOST SAVINGS, REGARDLESS OF THE THEORY ON WHICH ANY SUCH DAMAGES 
MAY BE BASED, EVEN IF MATHENGINE OR ITS LICENSORS HAVE BEEN ADVISED 
OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD 
PARTY.
7.	INDEMNIFICATION
You shall indemnify and hold harmless MathEngine and its licensors against 
any  claim, damages, loss, liability or expense, including attorneys fees, 
arising out of your use of the Software in any way contrary to this Agreement.
8.	TERMINATION
This Evaluation Agreement and the limited, personal, non-exclusive license 
granted to you are effective from the time you accept the terms and conditions
of this Agreement until it is terminated.  You may terminate this Agreement at
any time by destroying all copies of the Software.  This Agreement shall 
terminate automatically if you fail to comply with the limitations described
in this license.  No notice shall be required from MathEngine to effectuate 
such termination.  The rights and obligations contained in Sections 1.2, 2, 4, 
5, 7, and 9 shall survive any termination of this Agreement.  Upon termination
you agree to destroy all copies of the Software and cease all further use 
thereof.
9.	GENERAL PROVISIONS
This Agreement shall be governed by the laws of the State of California 
without application of its conflicts of laws principles.  If any provision
of this Agreement is held to be illegal, invalid or unenforceable, the 
legality, validity and enforceability of the remaining provisions of this
Agreement shall not be affected or impaired thereby.  No waiver by any 
party of any breach of any provisions hereof will be valid or binding unless
made in writing, signed by the party prejudiced thereby.  This Agreement 
constitutes the entire agreement with respect to its subject matter and 
supersedes all prior or contemporaneous oral or written agreements concerning
such subject matter.  This Agreement may be amended or modified only by mutual
agreement of authorized representatives of the parties in writing.  You may 
not assign or transfer this Agreement without MathEngine's prior written 
consent. In the event of any breach of this Agreement, the prevailing party 
in any action or proceeding to enforce this Agreement shall be entitled to 
recover its attorneys' and experts' fees in addition to such other relief 
as it may be entitled.
