Ramboll Americas Engineering Solutions, Inc.
333 West Washington Street
Syracuse, NY 13202

SOFTWARE LICENSE AGREEMENT

This LICENSE AGREEMENT ("Agreement") is by and between each recipient, direct
and indirect, of the CAMx modeling system software ("Software") and Ramboll
Americas Engineering Solutions, Inc. ("Ramboll"). This Agreement is made
effective as of the date ("Effective Date") that the Software is delivered
to the Licensee either electronically (i.e., the Internet) or directly from
Ramboll.

1. LICENSE

   A. License Grant.  Ramboll grants Licensee a perpetual, nonexclusive
      license to use the Software.

   B. Scope.  It is Ramboll's belief that any type of computer software
      used in regulatory settings should be publicly available at zero cost to
      all entities in the regulator/regulated communities. As such, Licensee
      may use the Software in any manner, provided that derivative works based
      in whole or in part on the Software computer code must be made publicly
      available at zero cost to all entities in the regulatory/regulated
      communities. If Licensee allows the Software to be accessed by a third
      party through the Internet or any other process, Licensee is required to
      transmit this Agreement along with the Software with a notice that use by
      the third party is conditioned upon agreement to be bound by the terms
      hereof.

   C. Ownership.  This Agreement does not provide Licensee with any title or
      ownership interest in the Software, but only with a right of limited use
      in accordance with this Agreement. Licensee acknowledges that Ramboll
      owns all rights, title and interest in the Software, its 
      accompanying User Manual (the "Manual"), and the intellectual property
      inherent therein, including all patent, copyright, trademark, trade 
      secret, know-how, or other rights under U.S. or foreign law or 
      international treaty regime.

   D. No Installation, Training, Support or Updates.  This Agreement does not
      include any professional or consulting services in connection with 
      Ramboll's provision of the Software. All training, assistance,
      installation and/or product support may be provided, at Ramboll's
      sole discretion, at Ramboll's rates and other terms and conditions
      agreed to in writing by the parties. Ramboll shall not provide 
      support, consultation or other maintenance services for the Software.

   E. Material Terms.  All terms and conditions of this Agreement are material
      terms of the license granted by this Agreement.

2. LICENSEE RIGHTS AND DUTIES

   A. Proprietary Notices.  Licensee agrees to reproduce and include Ramboll's
      copyright, trademark, and other proprietary rights notices on
      any copy of the Software and Manual, including partial copies. If the 
      Licensee quotes any portion of the Manual, Licensee shall accompany said
      quotation with a proper attribution to Ramboll as the author and
      copyright owner thereof.

   B. Installation.  Licensee shall be responsible for proper installation of
      the Software, all site preparation, and the continuing performance and
      configuration of the operating environment.

   C. Software Modification.  Licensee may modify the Software for its own 
      purposes. Furthermore, Licensee may develop new computer code derived in
      whole or in part on the Software and may distribute the derivative work
      with the stipulation set forth in Section 1.B above. Licensee agrees to
      reproduce and include Ramboll's copyright, trademark, and other
      proprietary rights notices on any modified Software or Manual and or any
      derivative work. All of the terms and conditions in this Agreement
      applicable to the Software and/or the Manual shall also to apply to any
      modified or derivative version thereof.

   D. Compliance with Law.  Licensee shall use the Software and Manual disclosed
      hereunder solely in accordance with applicable law, including without 
      limitation: (i) all applicable data protection and privacy laws; and (ii)
      U.S. export control, anti-boycott, revenue, and other laws and
      regulations.

3. DISCLAIMER OF ALL WARRANTIES

   A. AS STATED ABOVE, RAMBOLL IS LICENSING THE SOFTWARE WITHOUT CHARGE.
      ACCORDINGLY, THE SOFTWARE IS BEING LICENSED "AS IS," WITH ALL FAULTS, AND
      WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
      LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
      PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE,
      COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE.

   B. In furtherance and not in limitation of the foregoing, and notwithstanding
      anything to the contrary in this Agreement or in any other document,

      (i) Ramboll does not warrant the Software against defects or
          claims of infringement caused by:  

          (1) modifications made to the Software or any portion of it by anyone
              other than Ramboll; 

          (2) the combination, operation or use of the Software with any 
              software or equipment that Ramboll has not directly
              provided to Licensee;

          (3) Licensee's failure to use any new or corrected versions of the
              Software made available by Ramboll; or

          (4) any derivative work that may contain all or part of the Software,
              and

      (ii) Ramboll does not warrant that the Software will be error-free
           or that its operation will be uninterrupted, and

      (iii) Licensee acknowledges that it is solely responsible for the results
            obtained from using the Software and that Ramboll does not
            warrant that the Software will meet Licensee's specific needs or
            requirements.
	
4. LIMITATION OF LIABILITY

IN NO EVENT WILL RAMBOLL BE LIABLE TO LICENSEE OR ANY PERSON OR ENTITY
FOR ANY LOSS WHATSOEVER WITH RESPECT TO THE SOFTWARE, INCLUDING WITHOUT
LIMITATION FOR ANY OF THE FOLLOWING:

   (i) LOSSES CAUSED BY LICENSEE'S AND/OR LICENSEE'S AFFILIATES' FAILURE TO
       PERFORM THEIR RESPONSIBILITIES; OR

   (ii)	ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOST SAVINGS OR OTHER
        CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE 
        DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE ACCESS, USE OR 
        PERFORMANCE OF THIS SOFTWARE, EVEN IF RAMBOLL HAS BEEN ADVISED
        OF THE POSSIBILITY OF SUCH DAMAGES.

5. GENERAL

   A. Entire Agreement.  This Agreement (including any Exhibits referred to
      herein and attached hereto) contains the entire agreement of the parties
      with respect to the Software and supersedes all prior agreements and
      representations, whether written or oral, with respect to the subject
      matter of this Agreement. Modification or amendment of this Agreement,
      or any part of this Agreement, may be made only by a written instrument
      executed by both Parties.

   B. Assignment.  Neither this Agreement nor Licensee's obligations thereunder,
      shall be assigned or delegated by Licensee, by law or otherwise, without
      the prior express written consent by Ramboll. Any purported
      assignment or delegation in violation of this Section 5.B shall be null
      and void. Ramboll may, at its sole discretion, assign this
      Agreement, in whole or in part, to any third party.

   C. Governing Law and Dispute Resolution.  This Agreement shall be governed by
      and construed in accordance with the laws of the State of New York
      notwithstanding any New York choice of law rules that would apply the
      substantive law of any other jurisdiction or venue. Any disputes arising
      out of or relating to this Agreement shall be settled in the courts of the
      State of New York, whose judgment may be enforced by any court
      having jurisdiction over the parties or their assets. The Licensee hereby
      irrevocably consents and waives all objections to the jurisdiction of such
      court on any grounds, including lack of personal jurisdiction, improper
      venue, and forum non conveniens.

   D. Severability.  If any provision of this Agreement is held invalid by a
      court with jurisdiction over the parties to this Agreement, then such
      provision shall be deemed to be restated to reflect as nearly as possible
      the original intentions of the parties in accordance with applicable law,
      and the remainder of this Agreement shall continue in effect as if the
      Agreement had been entered into without the invalid portion.

   E. Notice.  All notices, requests and demands, other than routine 
      communications under this Agreement, shall be in writing and shall be
      deemed to have been duly given when delivered, or when transmitted, to the
      designated representative of the other party:

      (i) by hand;

      (ii) by confirmed facsimile (with a copy provided by another means 
           specified in this Subsection);

      (iii) one (1) business day after being given to a reputable national
            overnight courier with a reliable system for tracking delivery, or

      (iv) three (3) business days after the day of mailing, when mailed by
           United States mail, registered or certified mail, return receipt
           requested, postage prepaid.

   F. Headings.  The section headings in this Agreement are intended to be for
      reference purposes only and shall in no way be construed to modify or
      restrict any of the terms or provisions of this Agreement.

By accepting delivery of the Software, either electronically or in any other
fashion, Licensee acknowledges that it has read this Agreement, understands it
and intends to be legally bound by this Agreement.

