PRODUCT PURCHASE AGREEMENT

EXHIBIT 10.4

" Affiliate " shall mean any person, corporation or other entity, which, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, another person, corporation or entity.

" Customer " shall mean the legal entity set forth in the heading of this Agreement, including its employees, third party consultants, contractors, designees and Affiliates.

" Product” or “Products " shall mean any and all Altair products described in   Exhibit A of this Agreement, inclusive of embedded Third Party Components including, but not limited to, hardware and firmware components, software object and scripted code, the user manuals and all accompanying materials, and including any and all future products developed and marketed for general availability by Altair including all upgrades and updates regardless of name.

" Re-Sale Products " shall mean those products that have not been developed by Altair, not embedded in Products, or otherwise marketed by Altair as a generally available offering.  Re-Sale Products may be comprised of third party products used by Customer to facilitate the building of Customer's complete solution.

" Third Party Components " shall mean any Product components provided by third party vendors to Altair for the sole purpose of being utilized as an embedded component of the Products.

(a)   Terms and Conditions .  All purchases of Products by Customer shall be governed under and subject to the terms and conditions contained in this Agreement.

(b)     Purchase Price .  The price for Products as agreed to in an Accepted Order. Future prices are subject to change without notice and Customer shall not rely on a prior quoted price to be the same in the future unless otherwise agreed to in a signed quote between the Parties. All prices in this Agreement are stated in United States dollars (“USD”).

(c)     Order and Acceptance .   All orders for Products submitted by Customer shall be initiated by written purchase orders (including via facsimile or email attachment) sent to Altair and shall request a delivery date within one (1) year of receipt thereof (a “Purchase Order”).  Purchase Orders shall be deemed to have been accepted by Altair only upon Altair having issued written confirmation of acceptance (an "Accepted Order").  Altair shall notify Customer of the acceptance of a Purchase Order within five (5) business days of its receipt of a Purchase Order or such Purchase Order shall be deemed null and void.

(d)     Taxes.

Domestic Customers:  Altair agrees to report and pay all taxes, and assessments imposed by any governmental agency in connection with the distribution and sale of Products to Customer including, but not limited to, any sales, use, excise and other taxes excluding taxes imposed on Altair income.  Altair will bill directly to Customer, and Customer shall pay all such costs within thirty (30) days after receipt of Altair’s invoice.  If the Customer chooses not to have Altair bill for taxes, a “Certificate of Exemption” or “Resellers Certificate” must be submitted to Altair.

International Customers: Customer agrees to report and pay all taxes, customs duties and assessments imposed by any governmental agency in connection with the distribution and sale of Products to Customer including, but not limited to, any sales, use, excise, VAT and other taxes and duties, excluding taxes imposed on Altair income.  To the extent that Altair is required by statute or regulation to collect and report taxes, duties, customs, or any other costs required by any governmental agency, whether foreign or domestic United States, such taxes, duties, customs, or any other such costs will be billed by Altair directly to Customer, and Customer shall pay all such costs within thirty (30) days after receipt of Altair’s invoice.

(e)     Terms of Purchase Orders .  All Customer Purchase Orders shall reference the applicable quote number, be governed by the terms of this Agreement, and nothing contained in any such purchase order shall in any way modify, supplement or limit the terms and conditions of this Agreement, and any and all such modifying, supplemental or limiting terms are hereby rejected.  In the event of conflicts between anything, including but not limited to pre-printed terms and conditions, contained within Customer's Purchase Order and this Agreement, this Agreement shall take precedence as to such conflicts.

(f)     Payment .  Subject to the approval of Customer's credit worthiness by Altair, full payment for the Products, including any freight, taxes or other applicable fees for which Customer is responsible and that may be pre-paid by Altair, shall be due in full as follows unless otherwise specified in the Order Specifications:

Payment shall be made by wire transfer, check, or other instrument approved by Altair, payable in U.S. Dollars.  Customer shall pay interest at the lower of the rate of one and one-half percent (1.5%) per month, or the highest legal rate, on any invoiced amount not paid when due and under such circumstances, Altair, at its option, reserves the right to revoke or suspend any previously granted terms of credit.  Altair may withhold or suspend its performance under this Agreement in the event that Customer fails to make full and timely payments of outstanding invoices.  Additionally, if Customer pays, or Altair otherwise receives, a lesser amount than the full amount provided for in any individual invoice, such payment or receipt shall not constitute or be construed other than as on account of the earliest amount due Altair.  Altair may accept any check or payment in any amount without prejudice to Altair's right to recover the balance of the amount due or to pursue any other right or remedy.  No endorsement or statement on any check or payment or in any letter accompanying any check or payment or elsewhere shall constitute or be construed as an accord or satisfaction.  Customer shall pay all of Altair costs and expenses (including reasonable attorneys' fees, costs of collection and pre and post judgment interest) to enforce and preserve Altair's rights under this Subsection 3(f).

(g)     Shipping .  All Products delivered pursuant to the terms of this Agreement shall be suitably packed for shipment in Altair standard shipping cartons, marked for shipment at Customer's ship to address as set forth on and attached hereto as Exhibit C (the "Customer Information Form") or to such other address as may be directed in any Purchase Order, and shall be routed in accordance with any attached routing instructions from Customer, and delivered to Customer or its carrier agent Ex Works (Incoterms 2000) Altair manufacturing plant or warehouse, at which time title to such Products and risk of loss shall pass to Customer.  Altair shall use commercially reasonable efforts to have the Products available for shipment at the times specified either in Customer's Purchase Order or in its written acceptance of Customer's Purchase Orders, provided that in the event of conflict between any such dates, the date on Altair’s written acceptance shall control as to such conflict so long as such written acceptance has been accepted in writing by Customer within ten (10) days following receipt of Altair’s written acceptance.  If no such Customer acceptance in writing is received by Altair as described above, the Purchase Order shall be deemed null and void.  For the initial set of Purchase Orders for the Product sales identified in Exhibit A hereto a ten (10) business day grace period for late delivery shall be identified in each applicable Purchase Order.  Partial shipments may be made upon written approval of Customer.  No partial shipment of a Purchase Order shall constitute the acceptance of the entire Purchase Order, absent the written acceptance of such Purchase Order.  Unless otherwise instructed in writing by Customer, Altair shall select the carrier.  Customer shall pay all freight, insurance, and other shipping expenses, as well as the expense for any special packing as may have been requested by Customer in its written instructions to Altair.  Customer agrees that no delivery pursuant to this Agreement shall be construed as a single lot contract under the Uniform Commercial Code.  Remedies provided under a single lot contract shall not apply to any shipment made under this Agreement.

(h)     Product Changes .  Altair shall have the right, in its absolute discretion, without liability to Customer, to change the design or to discontinue the manufacture or sale of any Products covered by this Agreement.  Notwithstanding the foregoing, for those Accepted Orders in Altair's backlog, prior to any change or discontinuance of manufacture or sale, Altair will fulfill and ship either (a) those exact Products specified on Customer's Purchase Order, inclusive of Altair's quote if referenced on the Purchase Order, or (b) Products of the same or superior functionality in accordance with the fees set forth within the Accepted Order.

(a)     Standard Limited Warranty .  The Products purchased hereunder are subject to the Altair standard limited warranty for the Products (the "Warranty")

(b)     Express Customer Limited Warranty .  Each Product purchased hereunder is warranted against defects in material and workmanship and will substantially conform to Product documentation and published specifications for a period of three (3) years from the date of shipment of such Product to Customer so long as Customer conforms to required maintenance, operation standards and environmental requirements of the Products (such period, the "Warranty Period").  This Warranty extends only to Customer and will not extend to, nor may it be assigned to, any subsequent purchaser without the written consent of Altair; provided that Customer may use the warranty for the benefit of any customer of Customer which acquires Customer’s products which have incorporated the Products and are subject to the warranties herein.

(c)     Exclusions .  The express Warranty set forth above is contingent upon the proper use of the Product in the application for which it was intended and will not apply to any Altair Product that has been (i) used for other than its intended use, (ii) damaged during shipping, (iii) modified or improperly maintained or repaired by a party other than Altair or its designees, or (iv) subjected to physical, environmental or electrical conditions outside of the operating parameters established by Altair for the Product. Said initial operating parameters are identified in Exhibit D hereto and are hereby incorporated by this reference. Customer hereby represents and warrants to Altair and Altair’s suppliers that it will not use or sell any Products for any of the foregoing purposes.  Without limiting the foregoing, in no event shall any Product or lot of Product that substantially conforms to the specifications therefor be deemed defective or otherwise not in compliance with the terms and conditions of this Agreement.

(d)     Limitation of Remedy .  In the event a Product fails to perform substantially as warranted, Altair's sole and exclusive liability and Customer's only remedies for breach of the foregoing Warranty shall be, at Altair's sole discretion, to repair , have repaired or replace with a functional equivalent each Product or portion thereof found to be defective, provided that:

(e)     No Other Warranty .   EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 3(a) and (b), ABOVE, ALTAIR GRANTS NO, AND HEREBY SPECIFICALLY DISCLAIMS EACH AND EVERY, OTHER WARRANTY, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE PRODUCTS, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR ANY PURPOSE, QUALITY, MERCHANTABILITY, NON-INFRINGEMENT OR OTHERWISE WITH RESPECT THERETO.  ALTAIR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES EXTENDED TO THIRD PARTIES .

(f)    Limitation of Liability .   IN NO EVENT SHALL ALTAIR BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, NOR WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, OR ANY OTHER SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATING TO THE PRODUCTS OR THIS AGREEMENT OR RESULTING FROM THE SALE OF PRODUCTS OR SERVICES BY CUSTOMER OR RESALE OR USE BY ANY CUSTOMER OR ANY TRANSFEREE OF SUCH PRODUCTS OR SERVICES.  ANY LIABILITY OF ALTAIR HEREUNDER WILL BE LIMITED IN ALL CASES TO THE AMOUNT PAID BY CUSTOMER FOR PRODUCTS.  THIS LIMITATION SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  THE PARTIES ACKNOWLEDGE THAT THE FOREGOING IS A REASONABLE ALLOCATION OF RISK.

In the event that Customer asserts that a Product fails to perform as warranted during the Warranty Period, Customer shall notify Altair via Customer’s assigned Altair sales representative and request a “Return Material Authorization” (RMA) for the product to be returned. Altair will then reasonably question Customer to determine if a warranty claim applies, if Customer insists then Altair will  provide an RMA number to Customer without prejudice to Altair’s right to assert that no warranty coverage is required if the failure is subject to a limitation or exclusion specifically provided under the terms of Section 3 above.  Within thirty (30) days after its receipt of the RMA number, Customer shall return to Altair or its designee the rejected or asserted defective Product, freight or postage prepaid in its original shipping carton or a functionally equivalent container.  Altair reserves the right to refuse to accept any rejected or defective Product not bearing an RMA number on the outside of the carton and/or documentation accompanying the shipment such as packing slips.  If the Product is determined to be defective in accordance with Section  3 (Warranty and Disclaimer), Altair will, at its sole option and expense and in accordance with the Altair policy, either repair the Product,  have it repaired or replace the Product with a functional equivalent and ship it to Customer in accordance with Customer's instruction.  Altair will use all commercially reasonable efforts to ship the repaired or replaced Product within thirty (30) days of its receipt of such Product.  If Customer requires faster turnaround time for the Product, Altair will offer alternatives that may include charges for such expedited service.

(a)    “ Confidential Information ” means any information: (i) disclosed by Altair to Customer, which, if in written, graphic, machine-readable or other tangible form is marked as “Confidential” or “Proprietary”, or which, if disclosed orally or by demonstration, is identified at the time of i