0000912057-01-531028 Sample Contracts

LETTER AGREEMENT RE AES STOCK OPTIONS
MSC Software Corp • August 31st, 2001 • Services-prepackaged software

As you know, these are exciting times for AES—we have entered into a merger agreement with MSC Software Corporation ("MSC"). MSC is a public company with shares traded on the New York Stock Exchange under the symbol "MNS." We anticipate that the MSC/AES merger ("Merger") will close by July 20, 2001, subject to possible unavoidable delays.

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MSC Software Corp • August 31st, 2001 • Services-prepackaged software

Pursuant to the Letter Agreement RE AES Stock Options (the "Agreement") dated as of June 28, 2001, between you and Advanced Enterprise Solutions, Inc., MSC.Software Corporation ("MSC") hereby notifies you of the following (all capitalized terms not defined herein will have the same meaning as set forth in the Agreement):

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