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                                                                   EXHIBIT 10.26

                  AUTODESK AUTHORIZED CHANNEL PARTNER AGREEMENT
                             AUTODESK SYSTEMS CENTER
                                 (United States)

         This Autodesk Authorized Channel Partner Agreement ("ASC Agreement"),
effective on February 1, 2003 ("Effective Date") is made between Autodesk, Inc.,
a Delaware corporation ("Autodesk"), and Autodesk Systems Center ("ASC") as set
forth below:

RESELLER

ADDR

CITY

FAX

SAP

1.   Definitions

1.1  "Autodesk Channel Partner Policies and Procedures" shall mean the documents
posted to the AACPW, as periodically amended by Autodesk, in its sole
discretion, that sets forth the policies and procedures to be followed by ASC,
which is hereby incorporated by reference.

1.2  "Authorized Location" shall mean each physical location as identified in
Exhibit(s) B where ASC is authorized to market and distribute Authorized
Products to End Users and offer support thereto, as identified in the Product
Requirements Chart covering each such Authorized Product(s).

1.3  "Authorized Product(s)" shall mean the Autodesk software product(s),
Updates, Bug Fixes or Enhancements thereto, which (a) ASC has procured directly
from Autodesk or from an Autodesk Distribution Partner in accordance with this
ASC Agreement, and (b) ASC is authorized to market and distribute to End Users
only in accordance with the Product Requirements Chart and Exhibit B which
corresponds to such Authorized Product(s).

1.4  "Autodesk Authorized Channel Partner Website ("AACPW")" shall mean One Team
Web or any other successor site as designated by Autodesk. ASC is required to
review the AACPW at least weekly.

1.5  "Authorized Territory" shall mean the geographical area of the United
States identified in Exhibits B within which ASC is authorized to market and
distribute Authorized Products to End Users and offer support thereto
corresponding to such Product Requirements Chart.

1.6  "Autodesk Distribution Partner" shall mean any entity currently authorized
in writing by Autodesk to distribute Autodesk software products to third parties
other than End Users.

1.7  "Autodesk Direct Customer(s)" shall mean any End User to whom Autodesk
sells Autodesk software products directly. Autodesk Direct Customers include all
named accounts, Autodesk e-store and all state, local and federal government End
Users.

1.8  "Dedicated Personnel" means that each qualified employee only sells or
supports a single Vertical Product in addition to the Horizontal Products.

1.9  "Earnbacks" shall mean credits that ASC may receive, under the terms of
this ASC Agreement, upon the achievement of ASC's Target.

1.10 "End User" shall mean a customer of Autodesk who has acquired a license for
one or more Authorized Products from ASC for the personal or business use of
such customer and not for transfer or resale.

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1.11 "End User License" shall mean the then-current license agreement shipped
with, or incorporated in, each Authorized Product(s), which sets forth the terms
and conditions under which an End User may use such product(s).

1.12 "End User Records" shall mean the records maintained by ASC that show, at
minimum, the name and address of each End User to whom ASC has sold the
Authorized Product(s).

1.13 "Extensions" shall mean a license to use a modular addition to a Software
Program incorporating corrections or enhancements under Autodesk Subscription
Program which supplement and enhance that software program.

1.14 "Horizontal Products" shall mean AutoCAD, Autodesk Viz, Autodesk Raster
Design, On-Site View and any other Autodesk products as Autodesk may designate
in its sole and absolute discretion during the Term.

1.15 "Government Account Guide" shall mean the document separately published by
Autodesk that sets forth the requirements for government accounts which may be
updated by Autodesk from time to time in its sole discretion.

1.16 "Major Account Guide" shall mean the document separately published by
Autodesk that sets forth the requirements for major accounts which may be
updated by Autodesk from time to time in its sole discretion.

1.17 "Cooperative Marketing Funds" or "Co-op" ASC shall receive Co-op pursuant
to the Autodesk Co-op Guide which shall be posted to the AACPW, and which terms
are hereby incorporated by reference. Co-op shall be distributed to ASC based
upon percentage of sales of Authorized Products (exclusive of agent or
commissionable sales on behalf of Autodesk.) Failure to comply with the
requirements of the Autodesk Co-op Guide shall result in the loss or reduction
of Co-op.

1.18 "Co-op Guide" shall mean the document separately published by Autodesk that
sets forth the requirements for obtaining Co-op.

1.19 "Minimum Purchase Requirement" shall mean the minimum purchase requirements
as set forth in the Products Requirement Chart, and/or as set periodically by
Autodesk in its sole and absolute discretion.

1.20 "Premiere Support Program" means the minimum End User support training,
authorization and tracking requirements as set forth in Exhibit F hereto.

1.21 "Product Requirements Chart" shall mean the Exhibit A to this ASC Agreement
which sets forth the terms and conditions under which ASC is authorized to
market, distribute, and support one or more Authorized Products to End Users.
The Product Requirements Chart is supplemented by the detailed Product
Requirements Sheets available on the AACPW. ASC may not market or distribute any
Authorized Product(s) to End Users until Autodesk has delivered to it a fully
executed copy of this ASC Agreement with a completed Product Requirements Chart
corresponding to such Authorized Product(s). ASC must continuously meet the
requirements set forth in the Product Requirements Chart and the corresponding
Products Requirements Sheets for each Authorized Location in which ASC intends
to market, distribute, and support the Authorized Products. The Product
Requirements Chart and each of the Products Requirements Sheets are hereby
incorporated into and made part of this ASC Agreement.

1.22 "Qualified Personnel" means that the full-time ASC employee has passed the
appropriate Autodesk exam, continues to maintain the appropriate technical skill
and product experience as stated in detail in the AACPW.

1.23 "Target" shall mean the revenue target set by Autodesk based upon purchases
of Authorized Product(s).

1.24 "Term" shall mean the period of time beginning with the Effective Date, and
shall continue in effect through midnight on January 31, 2004 when it shall then
terminate, unless terminated earlier under the provisions of this ASC Agreement.

1.25 "Updates, Bug Fixes, and Enhancements" collectively shall mean additions or
corrections to any Authorized Product(s) which (a) Autodesk designates as a
modified or updated version of such Authorized Product(s), and (b)

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requires the End User to whom it is distributed to have previously licensed the
Authorized Product(s) corresponding to such modified or upgraded version. In no
event shall this include an Extension.

1.26 "Value Added Services" shall mean the services, as defined in Section 5.1
below, that ASC must provide to each End User in order to qualify as an ASC.

1.27 "Vertical Products" shall mean Autodesk MapGuide, MapGuide Author, MapGuide
Server, MapGuide Viewer, Autodesk On-Site Enterprise, Autodesk On-Site Desktop,
AutoCAD Mechanical, Autodesk Data Exchange, IGES Translator, STEP Translator,
Autodesk Inventor, Autodesk Inventor Series, Autodesk Streamline, Autodesk
Mechanical Desktop, Autodesk Architectural Desktop, Autodesk Architectural
Studio, Autodesk Building Systems, Autodesk Revit, Autodesk Land Desktop,
Autodesk Civil Design, Autodesk Survey, Autodesk Civil Series, Autodesk Field
Survey, Autodesk Map and any other Autodesk products that Autodesk may designate
in its sole and absolute discretion during the Term.

1.28 All references in this ASC Agreement to the "sale" of or "selling" or
"purchase" of Software shall mean the sale or purchase of a license to use such
software.

1.29 Vertical Products and Horizontal Products will be collectively referred to
as the Authorized Products.

2.   Appointment.

2.1  Non-exclusive ASC. Autodesk appoints ASC as a non-exclusive reseller (and
on occasion a non-exclusive agent) to, during the Term, market, distribute, and
support only the Authorized Products identified on the Product Requirements
Chart(s) and Exhibit(s) B, solely to End Users within the Authorized Territory,
pursuant to an End User License.

2.2  Retention of Rights by Autodesk. Autodesk reserves the unrestricted right
(a) to market, distribute, and support any Authorized Product(s) worldwide in
any location, including in the Authorized Territory, directly to End Users or
through any other channel, including, but not limited to, original equipment
manufacturers, Channel Partners, distributors, on-line sales or retail outlets,
and (b) to modify, augment, or otherwise change the methods in which Autodesk
markets, distributes, or supports any Authorized Product(s), without any
liability to ASC. Autodesk hereby gives ASC notice that it has reserved all
Autodesk Direct Customers for direct sales from Autodesk or its designated
agents only.

3.   Restrictions.

ASC agrees as follows:

3.1  End User License Terms and NFR's. ASC shall use its best efforts to enforce
the terms of the End User License and to advise Autodesk promptly of any known
breach of the terms of the End User License. ASC shall not distribute copies of
any Authorized Product(s) that are marked "Not for Resale" ("NFR") or otherwise
provided to ASC for demonstration purposes only.

3.2  Restrictions. ASC shall not market, distribute, or support any Authorized
Product(s) to or for any third party other than an End User. ASC expressly
acknowledges and agrees that ASC is not an Autodesk Distribution Partner and
further acknowledges and agrees that the distribution rights granted under
Section 2 may not be construed so as to allow ASC to market or distribute
Authorized Products to any person or entity other than an End User. This
restriction notwithstanding, ASC may permit the financing of any Authorized
Products by an End User through a financial institution approved by Autodesk.
Such financing shall be restricted to a loan arrangement or permitting an End
User to enter into a buy-out lease, provided; however, such financial
institution shall not be an End User and shall have no rights to such product as
a licensee thereof. In any event, this consent shall not be construed to permit
short-term rental of Authorized Products.

3.3  Agency Authorization. This ASC Agreement allows ASC to act as Autodesk's
non-exclusive agent to assist with sales activities to Autodesk Direct Customers
at Autodesk's sole discretion. Unless otherwise directed by

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Autodesk in writing, ASC may only engage in sales activities for Authorized
Products to such Autodesk Direct Customers as Autodesk's agent and may not sell
Authorized Products from its commercial inventory.

(a)  Major Accounts. From time to time Autodesk may allow ASC to act as its
non-exclusive agent in sales to Autodesk Direct Major Account Customers, for the
delivery and support of Autodesk products for which ASC has a current
authorization. ASC may receive a commission based on receipt and approval by
Autodesk of all back up documentation from ASC evidencing its performance of
Value Added Services to the respective major account as outlined in the Major
Account Guide.

(b)  Government. Autodesk has designated DLT Solutions, Inc. ("DLT") as its
Authorized Government Sales Agent. Autodesk shall provide thirty (30) day
written notice to ASC of any change in Autodesk's designated Government Sales
Agent. ASC may receive a commission on orders placed with DLT by government End
Users for which ASC has fulfilled obligations as set forth in the Government
Account Guide.

(c)  Online Store. From time to time Autodesk may allow ASC to act as its
non-exclusive agent in sales to Autodesk direct online store customers, for the
pre and post sale support of Autodesk products in ASC's territory for software
products which ASC has a current authorization. ASC may receive a commission
based on receipt and approvals by Autodesk of all back up documentation from ASC
evidencing its performance of Value Added Services to the respective End User.

3.4  License Acquisition Limitation. ASC shall not purchase, license or
otherwise acquire or attempt to acquire licenses for Authorized Products from
(i) an End User, (ii) an agent acting on behalf of an End User, or (iii) any
person or party other than Autodesk or an Autodesk Authorized Distribution
Partner.

3.5  Unauthorized Acquisition. ASC shall not attempt to upgrade, exchange, or
otherwise procure an economic benefit from any Authorized Product(s) purchased,
licensed, or otherwise acquired from (i) an End User, (ii) an agent acting on
behalf of an End User, or (iii) any person or party other than Autodesk or an
Autodesk Authorized Distribution Partner.

3.6  No Mischaracterization. ASC shall not attempt to mischaracterize an Update,
Bug Fix, Enhancement, or Extension as a stand-alone, fully paid-up license to
the corresponding Authorized Product(s) for the purpose of attempting to
upgrade, exchange, or otherwise procure an economic benefit from such Update,
Bug Fix, Enhancement, or Extension.

3.7  Export Limitations. ASC shall not market, distribute, or support any
Authorized Product(s) (i) to any entity purporting to be an End User but which
is either known to ASC or known to Autodesk and communicated to ASC to have the
intent to, or have attempted to, sublicense such Authorized Product(s) to bona
fide End Users or other third parties, or (ii) to any End User or other third
party who intends to export the Authorized Products, without written
authorization from Autodesk.

3.8  Territory Limitations. ASC shall not attempt to market or distribute
Authorized Product(s) other than in the Authorized Territory as outlined in
Exhibit(s) B, unless authorized by Autodesk in writing. Any advertising,
including but not limited to, trade magazine and Web based advertising, which
will be seen by customers outside of ASC's Authorized Territory, must contain a
disclaimer notifying such customers that ASC may not sell to customers outside
of ASC's Authorized Territory. ASC shall refrain from marketing or promoting, in
any manner, brokering or attempting to broker, solicit or arrange for the sale
of any Authorized Product(s) other than the Authorized Product(s) for which ASC
has been approved in Exhibit(s) B.

3.9  Remedy for Violation. In addition to all other remedies available to
Autodesk at law or in equity or this ASC Agreement, including termination, in
the event that ASC violates any of the provisions of this subsection 3 or the
Autodesk Channel Partner Policies and Procedures, ASC shall pay to Autodesk, as
liquidated damages and not as a penalty, an amount equal to the difference
between the then-current Autodesk suggested retail price and the price ASC
actually paid for the Autodesk software product used, procured or distributed in
contravention of this Section 3 or the sum of $500.00 for each copy of the
Autodesk software product used, procured or distributed in contravention of this
Section 3, whichever is greater. Additionally, ASC shall not be eligible for
Co-op for, at minimum, the

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remainder of the Autodesk fiscal quarter in which the violation occurred (or the
remainder of the Autodesk fiscal quarter in which Autodesk learned of such
violation by ASC) and the subsequent Autodesk fiscal quarter.

3.10 Modifications to Agreement. Lastly, Autodesk reserves the right, in its
sole and exclusive discretion, to amend, supplement, change or discontinue any
part of this ASC Agreement, any exhibits or amendments thereto, on thirty (30)
day notice to ASC. This notice may come in the form of an updated posting to
AACPW.

4.   Agency Commission Recovery. For all agency sale commissions paid pursuant
to this ASC Agreement, in the event the commissioned product or service is
returned or cancelled for any reason Autodesk may recover from the ASC, by means
of a deduction from future commissions, that portion of the commission
attributable, on a straight-line basis, to: (a) in the case of a product or
service with an expiration date, the period from the date of return or
cancellation to the date on which the product or service would have expired; or
(b) for a product with a perpetual license, the period from the date the product
was delivered to ASC by Autodesk to the date the product was returned, assuming
a useful life of twenty-four (24) months for the product. In the event such
agency commission is paid to ASC pursuant to a revenue authorization obligation,
then Autodesk may recover the pro rata portion of such commission which is
attributable on a straight-line basis, for the period from the date of
termination until the date when the revenue would have been fully recognized.

5.   ASC Obligations.

ASC agrees to perform all of the following obligations in good faith:

5.1  Value Added Services. ASC is required to provide Value Added Services
beyond mere product fulfillment to End Users. Value Added Services include, but
are not limited to, assessing each End User's software needs via the telephone
or in person, as further described on AACPW, providing product demonstrations,
recommending the appropriate Authorized Product(s) to an End User based upon End
User's needs and offering pre and post-sales technical support. ASC shall be
required to maintain written records that demonstrate such Value Added Services
were offered for each sale of Authorized Products to an End User. Autodesk
reserves the right to contact End Users to validate that such Value Added
Services were provided and require ASC to provide Autodesk with evidence of
Value Added Services, upon request.

5.2  Minimum Volume Commitment. To be eligible to purchase Authorized Product(s)
directly from Autodesk pursuant to this ASC Agreement, ASC must meet yearly
Vertical Product revenue minimums as outlined in the ASC Requirements Chart set
forth in Exhibit C.

5.3  Vertical Requirement. In order to achieve and maintain ASC status, ASC must
be authorized for and actively carry and market Vertical Product(s).

5.4  Support. ASC must, at minimum, offer support services at the Premier
Support Services Program level as described in the Support Program Requirements
as outlined in Exhibit F.

5.5  Reporting. ASC, at its own expense and in the format requested by Autodesk,
shall provide sell through reports, forecasts and personnel reports pursuant to
the Autodesk Channel Partner Policies and Procedures on a quarterly basis.
Failure to provide any required report may be considered a breach of this ASC
Agreement by Autodesk and shall constitute termination for cause.

5.6  End User Records. As between Autodesk and ASC, Autodesk shall be the
exclusive owner of the End User Records and it shall be treated by ASC as
Autodesk's valuable trade secret. ASC may not use the End User Records for any
reason except promotion, sale and support of the Authorized Products pursuant to
this ASC Agreement without the prior written consent of Autodesk.

5.7  Opt-Out Requirement. In using End User Records for the promotion, sale and
support of the Authorized Products pursuant to this ASC Agreement, ASC shall, at
minimum, utilize the following; (i) an "unsubscribe" or "opt-out" option on
every marketing piece sent to End User regardless of form, (ii) a limitation on
marketing contact with End Users to no more frequently then one time per
calendar month. Additionally, ASC shall comply with any

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and all federal, state, county, and local laws, statutes, ordinances, and
regulations that are related to privacy, customer data and anything thereto
related and shall hereby indemnify Autodesk for any failure of it to do so.

5.8  Product Requirements Chart. Each Authorized Location of ASC shall
continuously comply with the specific requirements ("Product Requirements") set
forth in each Product Requirements Chart and the Product Requirement Sheets, as
amended by Autodesk from time to time in its sole and absolute discretion.

5.9  Minimum Purchase Requirements. ASC agrees to satisfy all Minimum Purchase
Requirements as outlined in Exhibit A.

5.10 Approvals. ASC shall obtain and maintain at its own expense all approvals,
consents, permissions, licenses, and other governmental or other third party
approvals necessary to enable ASC to market, distribute, and support the
software products for which ASC is authorized in accordance with this ASC
Agreement. ASC shall comply with all applicable federal, state, county, and
local laws, statutes, ordinances, and regulations that apply to the activities
of ASC including relevant privacy and piracy laws.

5.11 Marketing Activities. ASC shall use its best efforts to actively market,
promote, and distribute, at ASC's expense, the Authorized Products only within
the Authorized Territory under the terms of this ASC Agreement and the Product
Requirement Sheet(s), applicable Major Account Guide and Government Account
Guide.

5.12 Updates, Bug Fixes, and Enhancements. ASC, at its own expense, shall be
responsible for distribution and support of any Updates and/or Bug Fixes to any
Authorized Product(s) that ASC has sold to an End User promptly after delivery
to ASC of such Update or Bug Fix. Autodesk reserves the right to distribute
Updates, Bug Fixes, and Enhancements to End Users directly or through
alternative channels, including, but not limited to, electronic distribution.
ASC shall promptly notify Autodesk of any defect in any Authorized Product(s)
which is discovered by or reported to ASC.

5.13 Autodesk Channel Partner Policy and Procedures. ASC shall comply with all
terms and conditions of all current Autodesk Channel Partner Policies and
Procedures. Failure to abide by such policies and procedures shall be considered
a breach of this ASC Agreement and shall constitute termination for cause.
Autodesk reserves the right to modify such policies and procedures at anytime by
posting an update to AACPW.

5.14 Fulfillment of Rebate Coupons. From time to time Autodesk may run a
promotion whereby End Users may receive a rebate offer for Authorized Products.
Autodesk appoints ASC as a non-exclusive agent for the fulfillment of rebate
claims ("Rebate Claims") submitted by End Users for the various promotions
("Promotions"). ASC shall pay to an End User who has submitted a Rebate Claim
the specified dollar amount as set forth on the rebate coupon, according to the
terms and conditions stated on the rebate coupon. ASC shall only pay End User
for Rebate Claims that have been received for the Promotions for which ASC has
been authorized by Autodesk. ASC shall pay a rebate to End User only if the
rebate coupons have been completely filled out by the End User, if all required
documentation is attached, and the Rebate Claim was postmarked or received prior
to the expiration date printed on the rebate coupon, unless otherwise instructed
by Autodesk. After submission to Autodesk of all required End User documentation
by ASC, Autodesk shall credit ASC's account for the amount of the rebate coupon.

5.15 ASC's Office. ASC shall maintain an office within a commercial facility
that is suitable to adequately represent Authorized Products and reflect a
professional image to End Users. Such office may not be a home-office. ASC shall
submit to Autodesk photographs of ASC's office along with this ASC Agreement. In
the event that ASC loses its commercial office ASC shall have thirty (30) days
in which to establish a new office as defined above. The establishment of a new
office that is more than five miles from ASC's Authorized location is subject to
written approval by Autodesk.

5.16 Credit Establishment. ASC shall provide Autodesk with all reasonable
financial information, including but not limited to financial statements,
letter(s) of credit, credit reports, federal tax return(s) and any other
documents reasonably requested by Autodesk to allow Autodesk to establish credit
for ASC. ASC may not purchase direct from Autodesk pursuant to this ASC
Agreement until a credit account has been established. Autodesk may cancel or
suspend credit to ASC at any time, in its sole discretion.

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5.17 Updated Financial Statements. ASC shall be required to submit updated
financial statements to Autodesk, within five (5) business days following
Autodesk's request during the term of this ASC Agreement.

5.18 Breach of Obligations. In the event that ASC breaches any of the terms
under this Section 5, in addition to all other remedies available to Autodesk at
law or in equity or pursuant to this ASC Agreement, at Autodesk's sole
discretion, Autodesk may terminate this ASC Agreement.

6.   Audit Rights. In addition to Autodesk's audit rights under Section 5 of
this ASC Agreement, Autodesk, in its sole and absolute discretion, may conduct
an audit of the financial and other records of ASC for the purpose of validating
or augmenting the ASC reports identified in Section 5 above and otherwise
ensuring that ASC is complying with the terms of this ASC Agreement. Autodesk
shall bear the cost of such audit, unless the audit determines that ASC has
underpaid Autodesk by more than five percent (5%) for any Autodesk fiscal
quarter OR unless such audit reveals the ASC is not in compliance with this ASC
Agreement. In the event of an underpayment by ASC, ASC shall pay to Autodesk the
full amount of any underpayment disclosed by such audit, plus interest at the
rate of 1.5% per month or the highest rate allowed by law, whichever is lower,
within five (5) days of Autodesk's notification of such underpayment as well as
bearing the costs of the audit. And in the event a breach of this ASC Agreement
is discovered, ASC shall bear the cost of the audit in addition to all other
rights Autodesk has under this ASC Agreement, at law or in equity.

6.1  Investigations. From time to time Autodesk shall conduct investigations
related to, among other things, alleged piracy and gray market sales. In the
event ASC is found to be involved in any activity Autodesk investigates
hereunder, in addition to all other rights and remedies available to Autodesk
pursuant to this ASC Agreement, at law or in equity, ASC shall reimburse
Autodesk for the costs of such investigation.

7.   Sales Toolkit and Support

7.1  Sales Toolkit. ASC shall purchase from Autodesk at the price of $495.00,
each year this ASC Agreement is in force, one ASC sales toolkit per Authorized
Location that will include one NFR copy of certain Authorized Products and
certain marketing materials as deemed appropriate by Autodesk. Autodesk reserves
the right to distribute Updates, Bug Fixes, and Enhancements to End Users
directly or through alternative channels, including, but not limited to,
electronic distribution.

7.2  Support. Pursuant to the terms and conditions of this ASC Agreement, ASC
will be granted access to all Autodesk self service support tools as made
available on the ASC support portal at www.autodesk.com (or any other site as
designated by Autodesk.) Additionally, ASC shall be entitled to reasonable
e-mail support from Autodesk.

8.   ASC Orders, Payment Terms and Returns

8.1  Purchase of Authorized Products. ASC may procure Authorized Products from
either Autodesk or an Autodesk Authorized Distribution Partner in accordance
with this ASC Agreement, the Authorized Products Requirements Charts and
Exhibit(s) B.

8.2  Prices and Orders. The prices paid by ASC shall be the prices reflected on
the ASC Price List as posted to the AACPW. Autodesk may change prices at any
time effective thirty (30) days after publication of a new ASC Price List or
other similar notice to ASC. Purchase orders must be in writing (including
facsimile, telex, telecopy or electronic communication such as email, but only
if such form of electronic communication has been previously agreed to by
Autodesk) and must request a delivery date during the Term of this ASC
Agreement. Autodesk reserves the right to accept or reject orders, in whole or
in part, and shall make reasonable commercial efforts to advise ASC promptly of
any order rejected hereunder. Upon acceptance by Autodesk, purchase orders shall
be binding as to the products and services ordered and place of delivery, but
not as to any other term appearing on such purchase order. Autodesk reserves the
right to reject any order or to cancel any order previously accepted if Autodesk
determines that ASC is in breach under this ASC Agreement.

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8.3  Taxes. ASC shall be responsible for the collection and payment of all
federal, state, county, or local taxes, fees, and other charges, including all
applicable income and sales taxes, as well as all penalties and interest, with
respect to the Authorized Products.

8.4  Payment. Autodesk shall submit an invoice to ASC upon shipment of an order
or partial order. If Autodesk elects to grant credit to ASC, all invoiced
amounts shall be due and payable net thirty (30) days from the date of invoice.
If ASC fails to pay any invoiced amounts when due, Autodesk may at its sole and
absolute discretion, and in addition to any other remedies available to it at
law or in equity or under this ASC Agreement, revoke or suspend ASC's credit
terms, require further assurances from ASC that such invoiced amounts shall be
paid, require ASC to prepay for all Authorized Products ordered and/or terminate
this ASC Agreement. Overdue amounts shall be subject to a late payment charge of
one and one-half percent (1.5%) per month or the highest rate allowed by law,
whichever is lower. Additionally, any invoice not paid by ASC with in sixty (60)
days shall, in Autodesk's sole and absolute discretion, cause ASC to forfeit any
and all Earnbacks achieved by ASC in the previous fiscal quarter and lose
eligibility for Earnbacks for the current quarter. Additionally, Autodesk may
terminate this ASC Agreement for failure to pay.

8.5  Shipment. Autodesk will ship orders to the address designated in ASC's
purchase order F.O.B. or Free Carrier Autodesk's manufacturing plant, at which
time risk of loss shall pass to ASC. All freight, insurance, customs duties, and
other shipping expenses shall be paid by ASC.

8.6  Software Product Returns. Autodesk shall post any then-current software
product returns policies on the AACPW or any Autodesk site as designated by
Autodesk. Autodesk reserves the right to change, amend or discontinue any
software product returns policies on thirty (30) day notice.

9.   Commissions, Earnbacks and Co-op.

9.1  Commissions. ASC may receive a commission for various activities, provided
that ASC is authorized to sell such products and ASC complies with all terms and
conditions for receiving a commission, as set forth in the then current
documentation (including but not limited to Major Account Program, Autodesk
Online Store Program, Government Program, and relevant information published on
AACPW). The commission structure is set forth in Exhibit D. Autodesk reserves
the right to pay no commissions, or reduced commissions, if ASC fails to
adequately perform the required sales, support and marketing activities as set
forth in the AACPW. Autodesk reserves the right in its sole and absolute
discretion to change the commission structure upon thirty (30) day notice.
Changes to the commission structure shall be posted on AACPW.

9.2  Targets and Earnbacks. In the event ASC achieves its quarterly Target, ASC
shall be eligible to receive Earnbacks. Earnback percentages shall be posted to
AACPW. Earnbacks due shall be credited to ASC's account with Autodesk thirty
(30) days after the last day of the Autodesk fiscal quarter. Targets shall be
assigned to ASC by Autodesk for each quarter. Target attainment shall be based
upon Commercial sales by ASC to End Users of Authorized Products acquired
directly from Autodesk by ASC.

9.3  Co-op. ASC shall receive Co-op pursuant to the Autodesk Co-op Guide which
shall be distributed separately from this ASC Agreement, but which terms are
hereby incorporated by reference. Co-op shall be distributed to ASC as an up
front advance, credited to each order for the Authorized Products. Failure to
comply with the requirements of the Autodesk Co-op Guide shall result in the
loss or reduction of Co-op for the following Autodesk fiscal quarter as set
forth in the Co-op Guide.

10.  Trademarks. During the term of this ASC Agreement, ASC shall have a
nonexclusive, nontransferable right to indicate to the public that it is an
Autodesk Authorized ASC and to advertise the Authorized Products within the
United States under the trademarks and slogans adopted by Autodesk from time to
time ("Trademarks"). ASC's use of the Trademarks in any literature, promotion,
or advertising shall be in accordance with Autodesk guidelines for such usage.
ASC shall not contest, oppose, or challenge Autodesk's ownership of the
Trademarks. All representations of Autodesk Trademarks that ASC intends to use
shall be exact copies of those used by Autodesk, or shall first be submitted to
the appropriate Autodesk personnel for approval of design, color, and other
details, such

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approval shall not be unreasonably withheld. If any of the Autodesk Trademarks
are to be used in conjunction with another trademark on or in relation to the
Authorized Products, then the Autodesk Trademarks shall be presented equally
legibly, equally prominently, but nevertheless separated from the other so that
each appears to be a trademark in its own right, distinct from the other mark.
All use of the Trademarks shall inure to the sole benefit of Autodesk. Effective
upon the termination of this ASC Agreement, ASC shall immediately cease all
usage of Autodesk Trademarks.

11.  Title and Proprietary Rights. The Authorized Products and other materials
included in or incorporated in the Authorized Products and included on an
Autodesk web site (collectively the "Materials") remain at all times the
property of Autodesk. ASC acknowledges and agrees that Autodesk holds the
copyright to the Materials and, except as expressly provided herein, ASC is not
granted any other right or license to patents, copyrights, trade secrets, or
trademarks with respect to the Materials. ASC shall take all reasonable measures
to protect Autodesk's proprietary rights in the Materials and shall not copy,
use or distribute the Materials, or any derivative thereof, in any manner or for
any purpose, except as expressly authorized in this ASC Agreement. ASC shall not
disassemble, decompile, or reverse-engineer the Materials, including any
Authorized Product(s) source code, or otherwise attempt to discover any Autodesk
trade secret or other proprietary information, or hack, impede, change or
interfere with any Autodesk web site. ASC acknowledges that Autodesk has an
Anti-Piracy Program and ASC agrees to review and follow the Anti-Piracy Program
guidelines as published by Autodesk from time to time. ASC shall notify Autodesk
promptly in writing upon its discovery of any unauthorized use of the Authorized
Products or infringement of Autodesk's patent, copyright, trade secret,
trademark, or other intellectual property rights. ASC shall not distribute any
Authorized Product(s) to any person or entity if ASC is aware that such person
or entity may be involved in potential unauthorized use of the Materials or
other infringement of Autodesk's proprietary rights.

12.  Customer Data. All customer data, including End User Records, is and shall
remain the sole and exclusive property of Autodesk and ASC shall have no right,
title or interest in or to such customer data. All customer data is Autodesk
confidential information. On occasion and at Autodesk's sole discretion, ASC may
have access to Autodesk's customer database. ASC's access to such database shall
be limited to customers with which ASC has a pre-existing business relationship.
In the event that ASC loses its authorization for any Authorized Product(s),
Autodesk reserves the right to provide another Autodesk Authorized Reseller with
access to Autodesk's customer database for the customers to which ASC can no
longer sell such Authorized Product(s). Autodesk does not represent or warrant
to ASC that the information in Autodesk's customer database is current, correct
or complete and Autodesk shall have no liability to ASC for any information
contained in the Autodesk's customer database.

13.  Warranty and Limitations of Warranty. Autodesk makes certain limited
warranties to the End User in the End User License and disclaims all other
warranties. ASC SHALL NOT MAKE ANY WARRANTY OR REPRESENTATION ACTUALLY,
APPARENTLY OR OSTENSIBLY ON BEHALF OF AUTODESK. EXCEPT FOR THE EXPRESS END USER
WARRANTY REFERRED TO HEREIN, AUTODESK MAKES NO OTHER WARRANTIES OR
REPRESENTATIONS, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE
AUTHORIZED PRODUCTS. AUTODESK EXPRESSLY EXCLUDES ANY IMPLIED WARRANTY OF FITNESS
FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NONINFRINGEMENT.

14.  Security Interest. As security for ASC's payment of all monetary
obligations to Autodesk, ASC hereby grants to Autodesk a security interest in
all of ASC's inventory purchased from Autodesk ("ASC's Inventory"), all of ASC's
accounts receivable evidencing any obligation to ASC for payment for Authorized
Products sold, and all proceeds of any character, whether cash or non-cash,
arising from the disposition of ASC's Inventory and accounts. ASC agrees to
execute all documents necessary to perfect Autodesk's security interest
described herein upon request by Autodesk.

15.  Indemnity

15.1 Infringement Indemnity by Autodesk. Autodesk shall indemnify, hold
harmless, and defend, at its expense, ASC from any action brought against ASC
which alleges that any Authorized Product(s) infringes a registered United
States patent, copyright, or trade secret, provided that ASC promptly notifies
Autodesk in writing of any claim, gives Autodesk sole control of the defense and
settlement thereof, and provides all reasonable assistance in connection
therewith. If the Authorized Product is finally adjudged to so infringe,
Autodesk, at its exclusive option,

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<PAGE>

(a) shall procure for ASC the right to continue distribution of such Authorized
Product(s); (b) shall modify or replace such Authorized Product(s) with a
noninfringing product; or (c) shall authorize return of the Authorized Products
and terminate this ASC Agreement. Autodesk shall have no liability regarding any
claim (i) arising out of the use of the Authorized Products in combination with
other products, or modification of the Authorized Products, if the infringement
would not have occurred but for such combination, modification, or usage, or
(ii) for use of the Authorized Products which does not comply with the terms of
the End User License or this ASC Agreement. THE FOREGOING STATES ASC'S SOLE AND
EXCLUSIVE REMEDY WITH RESPECT TO CLAIMS OF INFRINGEMENT OF THIRD PARTY
PROPRIETARY RIGHTS OF ANY KIND.

15.2 Indemnity by ASC. ASC agrees to indemnify, hold harmless and defend
Autodesk from any cost, loss, liability, or expense, including court costs and
reasonable fees for attorneys or other professionals, arising out of or
resulting from (a) any claim or demand brought against Autodesk or its
directors, employees, or agents by a third party arising from or in connection
with any breach by ASC of the terms of this ASC Agreement or any End User
License, (b) any action brought by an End User or Autodesk Distribution Partner
except as set forth in Section 15.1 above, (c) any breach by ASC of any
provision of this ASC Agreement including, but not limited to, confidentiality
and trade secrets, or (d) any negligent or willful act or omission by ASC, ASC's
employees, or ASC's sales channel including, but not limited to, any act or
omission that contributes to (i) any bodily injury, sickness, disease, or death;
(ii) any injury or destruction to tangible property or loss of use resulting
there from; or (iii) any violation of any statute, ordinance or regulation
including but not limited to privacy laws.

16.  Limitation of Liability.

Autodesk's Liability. AUTODESK'S ENTIRE CUMULATIVE LIABILITY ARISING OUT OF THIS
ASC AGREEMENT, INCLUDING THE ORDER, DELIVERY OR NON-DELIVERY OF ANY AUTHORIZED
PRODUCT(S), SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT PAID TO AUTODESK BY
ASC IN THE SIX (6) MONTHS PRECEDING THE EVENT OR, (B) $500.00, WHICH EVER IS
LESS. IN NO EVENT SHALL AUTODESK BE LIABLE FOR COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR
INDIRECT DAMAGES ARISING OUT OF THIS ASC AGREEMENT, HOWEVER CAUSED, WHETHER FOR
BREACH OF CONTRACT, TORT, (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND
WHETHER OR NOT AUTODESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FUNDAMENTAL BREACH, BREACH OF
A FUNDAMENTAL TERM OR FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

17.  Confidentiality

17.1 Confidential Information. As used in this ASC Agreement, confidential
information shall mean any information (a) designated as confidential orally or
in writing by either party hereto, (b) related to any Authorized Product(s), (c)
related to Autodesk's business, or (d) other information received by ASC by
virtue of ASC's relationship with Autodesk including, but not limited to,
product plans, product designs, product costs, product prices, product names,
finances, marketing plans, business opportunities, Autodesk customer data,
personnel, research, development, customer data or know-how ("Confidential
Information").

17.2 Limitations on Disclosure and Use of Confidential Information. Each party
shall exercise reasonable care to prevent the unauthorized disclosure of
Confidential Information by employing no less than the same degree of care
employed by such party to prevent the unauthorized disclosure of its own
Confidential Information. Confidential Information disclosed under this ASC
Agreement shall only be used by the receiving party in the furtherance of this
ASC Agreement or the performance of its obligations hereunder. Neither party
shall disclose the terms of this ASC Agreement to any third party without the
prior written consent of the other, except pursuant to a valid and enforceable
order of a court or government agency.

17.3 Exceptions. Confidential Information does not include information which (a)
is rightfully received by the receiving party from a third party without
restriction or violation of confidentiality, (b) is known to or developed by the
receiving party independently without use of the Confidential Information, (c)
is or becomes generally known to the public by other than a breach of duty
hereunder by the receiving party, or (d) has been approved in advance for
release by written authorization of the non-disclosing party.

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18.  Term, Termination, and Other Remedies

18.1 Term. This ASC Agreement, when fully executed by the parties, shall begin
on the Effective Date, and shall continue in effect through midnight on January
31, 2004 when it shall then terminate, unless terminated earlier under the
provisions of this ASC Agreement.

18.2 Termination for Breach. Either party may terminate this ASC Agreement upon
thirty (30) days advance written notice if the other party breaches any term or
condition of this ASC Agreement and fails to cure such breach to the reasonable
satisfaction of the non-breaching party within the thirty (30) day written
notice period.

18.3 Breach of Payment Obligations. In the event that ASC breaches any of the
terms of this ASC Agreement, including any payment obligations, at Autodesk's
sole discretion, ASC shall not be eligible for Co-op for the remainder of the
fiscal quarter in which the violation occurred (or the quarter in which Autodesk
discovered the violation) and the subsequent fiscal quarter. In addition,
Autodesk may, in its sole and absolute discretion, terminate this ASC Agreement.

18.4 Termination for Insolvency. Autodesk may immediately terminate this ASC
Agreement with or without notice if ASC becomes insolvent, or the subject of a
voluntary or involuntary petition in bankruptcy or any proceeding relating to
insolvency, receivership, liquidation, or assignment for the benefit of
creditors, if that proceeding is not dismissed with prejudice within sixty (60)
days after filing. In addition to the foregoing, in the event ASC either
voluntarily files for protection against its creditors under the United States
Bankruptcy Code or is the subject of an involuntary petition in bankruptcy, ASC
agrees that Autodesk shall be entitled to all rights to retain the benefits of
this ASC Agreement which are set forth in 11 U.S.C. 365(n). No right granted to
Autodesk under 11 U.S.C. 365(n) shall be deemed to have been waived either
expressly or by implication without a written agreement confirming such waiver.

18.5 Termination for Customer Dissatisfaction. In consideration for its
authorization, Autodesk is relying upon ASC to behave in a professional and
upstanding manner in its relationship with all End Users. Failure to attain a
high level of customer satisfaction shall be considered a material breach of
this ASC Agreement, and Autodesk reserves the right to terminate this ASC
Agreement in the event that Autodesk receives customer dissatisfaction
complaints from an End User, regarding ASC.

18.6 Termination for Failure to Meet Minimum Purchase Requirements

(a) Purchase Requirements. Failure by ASC to achieve the Purchase Requirements
may result in the termination of this ASC Agreement or the applicable Autodesk
Product authorization by Autodesk, in its sole discretion.

18.7 Breach of Other Agreements with Autodesk. In the event ASC has any other
current agreements of any other type with Autodesk ("Other Autodesk Agreement"),
the breach of any term of any such Other Autodesk Agreement may, at Autodesk's
option, be deemed a breach of this ASC Agreement and shall permit Autodesk to
terminate this ASC Agreement in the same manner as if a breach of the terms of
this ASC Agreement had occurred. Any alleged breach by Autodesk of any Other
Autodesk Agreement shall not be deemed a breach of this ASC Agreement by
Autodesk and shall not constitute cause for termination by ASC or support an
allegation by ASC of damages under this ASC Agreement.

18.8 Breach of Product Requirements Chart, Suspension of Product Authorization
and Partial Termination. Autodesk, at its sole discretion, may exercise its
termination rights or suspension of product authorization under this Section 18
solely with respect to the Product Requirements Chart, Authorized Locations,
Authorized Territories, or Authorized Products, or with respect to any Other
Autodesk Agreement, which partial termination shall not affect this ASC
Agreement's application to the remaining Product Requirements Chart, Authorized
Locations, Authorized Territories, or Authorized Products, or affect any
remaining part of any Other Autodesk Agreement.

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<PAGE>

18.9  De-authorization of ASC Status. ASC's status as an ASC and/or ASC's
authorization to distribute and market the software products may be terminated
independently on a product by product basis, or as a part of this ASC Agreement.

18.10 Termination for Convenience. Either party may terminate this ASC Agreement
for any or no reason, upon sixty (60) days advance written notice to other
party.

18.11 Effect of Termination

(a) Monies Due and Payable. Notwithstanding any credit terms previously
established with ASC or any other provision of this ASC Agreement, upon notice
of termination of this ASC Agreement, all monies owed by ASC to Autodesk shall
become immediately due and payable. Overdue amounts shall be subject to a late
payment charge of one and one-half percent (1.5%) per month, or the maximum
amount allowed by law, whichever is less.

(b) Fulfillment of ASC Orders. Upon delivery of notice of a breach or notice of
termination of this ASC Agreement, Autodesk shall not be obligated to fulfill
any orders by ASC. Additionally, Autodesk shall not be obligated to fulfill any
orders received by Autodesk subsequent to the effective date of termination. In
Autodesk's sole discretion, Autodesk may continue to fulfill orders provided
that ASC (i) submits prepayments for any such order and (ii) pays all
outstanding obligations to Autodesk prior to any shipment by Autodesk.

(c) Return or Depletion of Inventory. Subject to the limitations set forth
below, upon termination, Autodesk, at its sole discretion, may either (i)
repurchase all or any part of ASC's inventory of Authorized Products at the
price paid by ASC to Autodesk and/or (ii) allow ASC to continue to distribute
those Authorized Products in inventory until the inventory is depleted, subject
to the terms and conditions set forth in this ASC Agreement and whatever
additional terms and conditions may be imposed by Autodesk in its sole and
absolute discretion. Except as expressly set forth above, under no circumstances
shall ASC be entitled to a refund for all or any portion of the Authorized
Products in ASC's inventory.

(d) Return of Materials. Within thirty (30) days after the termination of this
ASC Agreement, ASC shall return to Autodesk, at its sole expense, all Autodesk
Confidential Information, data, photographs, samples, literature and sales aids,
and any other property of Autodesk then in ASC's possession.

18.12 Attorneys' Fees for Collections. In any action brought by Autodesk to
collect monies due under this ASC Agreement, Autodesk shall be entitled to
recover all costs and attorneys' fees incurred in maintaining such action.

18.13 No Termination Compensation. Except as expressly set forth herein, the
parties expressly agree that no damages, indemnity or termination benefits
whatsoever (including without limitation, any compensation for goodwill
established by ASC during the term of this ASC Agreement or for any lost profits
or expenses of ASC) shall be due or payable to ASC by reason of any termination
of this ASC Agreement in accordance with its terms, and ASC expressly waives the
application of any statute, law or custom to the contrary.

18.14 Other Remedies. In addition to the right to terminate this ASC Agreement,
Autodesk reserves all rights and remedies available to Autodesk at law or in
equity, including the right to seek damages and injunctive relief for breach or
threatened breach of this ASC Agreement by ASC.

18.15 Reapplication Post Termination. In the Event this ASC Agreement is
terminated or ASC loses one or more product authorizations for any reason, ASC
may not reapply for any Autodesk Channel Partner program, including any then
existing ASC program, for a minimum of six (6) months after the effective date
of the termination. Nothing herein shall require Autodesk to consider ASC for
any Autodesk Channel Partner program.

18.16 Surviving Provisions. The terms and conditions, which by their nature
should survive, shall survive and continue after termination of this ASC
Agreement.

19.    General Provisions

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<PAGE>

19.1  Assignment. ASC acknowledges that Autodesk is relying upon ASC's
reputation, business standing, and goodwill under ASC's present ownership in
entering into this ASC Agreement. Accordingly, ASC agrees that its rights and
obligations under this ASC Agreement may not be transferred or assigned and its
duties may not be delegated directly or indirectly without the prior written
consent of Autodesk in its sole and absolute discretion. ASC shall notify
Autodesk promptly in writing of any change of ownership of ASC or of any sale of
all or substantially all of ASC's assets. ASC acknowledges that any change of
ownership, sale of all or substantially all of ASC's assets, or attempted
assignment by ASC of this ASC Agreement, or any part thereof, without Autodesk's
prior written consent may result in immediate termination of this ASC Agreement
by Autodesk. Autodesk may assign or otherwise transfer its rights and
obligations to successors-in-interest (whether by purchase of stock or assets,
merger, operation of law, or otherwise) of that portion of its business related
to the subject matter hereof. Subject to the restrictions set forth in this
Section 19.1, all of the terms and conditions of this ASC Agreement shall be
binding upon, inure to the benefit of, and be enforceable by the respective
successors and permitted assigns of the parties hereto.

19.2  Dispute Resolution

(a) The parties will attempt in good faith to promptly resolve any controversy
or claim arising out of or relating to this ASC Agreement through negotiations
between the parties before resorting to other remedies available to them. Any
such dispute shall be referred to appropriate senior executives of each party
who shall have the authority to resolve the matter. If the senior executives are
unable to resolve the dispute, the parties may by agreement refer the matter to
an appropriate forum of alternative dispute resolution ranging from mediation to
arbitration. If the parties cannot resolve the matter or if they cannot agree
upon an alternative form of dispute resolution, then either party may pursue
resolution of the matter through litigation pursuant to section 19 herein.

(b) The forgoing shall not apply to a dispute or controversy involving either
party's Confidential Information or intellectual property. In the event of such
a dispute or controversy, either may immediately seek any legal and/or equitable
remedies it deems necessary.

19.3  Venue/Choice of Law. This ASC Agreement shall be construed in accordance
with the laws of the State of California (excluding rules regarding conflicts of
law) and the United States of America. The parties hereby submit to the
exclusive personal jurisdiction of and venue in the Superior Court of the State
of California, County of Marin or County of Santa Clara, and the United States
District Court for the Northern District of California in San Francisco.

19.4  Publicity. ASC may not issue any press release or any other public
announcement regarding this ASC Agreement or any aspect of its relationship with
Autodesk without the prior written consent of Autodesk, which may be withheld in
its sole discretion. Additionally, ASC is prohibited from utilizing the Autodesk
stock ticker ("ADSK") in any press release or other public announcement unless
such release is a joint release with Autodesk or Autodesk otherwise permits
same, for each single release, in writing in advance.

19.5  Notices. Any notices required under the terms of this ASC Agreement will
be given in writing either (a) to the persons at the addresses set forth below,
or to such other address as either party may substitute by written notice to the
other in the manner contemplated herein, and will be deemed served when received
by Autodesk from ASC or when sent to ASC by Autodesk, or (b) by facsimile, and
will be deemed served when received by Autodesk from ASC or when sent to ASC by
Autodesk.

If to Autodesk:       Autodesk, Inc.
                      111 McInnis Parkway
                      San Rafael, California 94903
                      Attn: General Counsel
                      Facsimile: (415) 507-6126

If to ASC, to the address and facsimile number identified on the first page of
this ASC Agreement. Additionally, Autodesk may notify ASC of any changes by
posting such changes to AACPW.

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19.6  Independent Contractors. In performing their respective duties under this
ASC Agreement, each of the parties will be operating as an independent
contractor. Nothing contained herein will in any way constitute any association,
partnership, or joint venture between the parties hereto, or be construed to
evidence the intention of the parties to establish any such relationship.
Neither of the parties will hold itself out in any manner that would be contrary
to the provisions of this Section 19.6.

19.7  Entire Agreement. This document, together with its exhibits, contains the
entire agreement and understanding between ASC and Autodesk concerning the
subject matter of this ASC Agreement including, but not limited to, its duration
and manner of expiration, termination, and Autodesk's sole and absolute
discretion in determining to offer, or accept any extension of this ASC
Agreement. This document supercedes all prior communications, discussions,
negotiations, proposed agreements and all other agreements, whether written or
oral, excepting solely all prior confidentiality and nondisclosure agreements to
the extent they are not expressly superceded by this ASC Agreement. Autodesk has
not made and ASC has not relied upon any representations not expressly set forth
in this document in making this ASC Agreement. This ASC Agreement may be amended
or interpreted only by a writing signed both by authorized individuals for
Autodesk and ASC. It is the express intent of the parties that this ASC
Agreement and any amendment thereto shall be interpreted solely by reference to
their written terms. Any handwritten or typed changes to this ASC Agreement must
be initialed by both parties in order to become effective.

19.8  Severability. In the event that it is determined by a court of competent
jurisdiction as a part of a final non-appealable judgment that any provision of
this ASC Agreement or part thereof is invalid, illegal, or otherwise
unenforceable, such provision will be enforced or reformed as nearly as possible
in accordance with the stated intention of the parties, while the remainder of
this ASC Agreement will remain in full force and effect.

19.9  Construction. This ASC Agreement has been negotiated by the parties and
their respective counsel. This ASC Agreement will be interpreted in accordance
with its terms and without any strict construction against either party.
Ambiguity will not be interpreted against the drafting party.

19.10 Counterparts. This ASC Agreement may be executed in separate counterparts
and shall become effective when the separate counterparts have been exchanged
between the parties.

19.11 Force Majeure. Except for the failure to make payments, neither party will
be liable for any loss, damage or penalty resulting from delays or failures in
performance resulting from acts of God, supplier delay or other causes beyond
the non-performing party's reasonable control and not caused by the negligence
of the non-performing party, provided that the non-performing party promptly
notifies the other party of the delay and the cause thereof and promptly resumes
performance as soon as it is possible to do so.

19.12 Waiver. The waiver of any breach or default will not constitute a waiver
of any other right in this ASC Agreement or any subsequent breach or default. No
waiver shall be effective unless in writing and signed by an authorized
representative of the party to be bound. Failure to pursue, or delay in
pursuing, any remedy for a breach shall not constitute a waiver of such breach.

         The undersigned are duly authorized to execute this ASC Agreement on
behalf of their respective parties.

AUTODESK, INC.                                 ASC

By:__________________________________          By:______________________________


_____________________________________          _________________________________
            Printed Name                                   Printed Name

  Vice President, Channel Americas
-------------------------------------          _________________________________
             Title                                            Title

_____________________________________          _________________________________
              Date                                             Date

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