Green Hills Software 30-day Evaluation License Agreement Green Hills Software, Inc. (Green Hills) agrees to grant and user ("Licensee") agrees to accept a non-transferable and non-exclusive license ("the License") to use the computer programs: Green Hills C/C++ Compilers and MULTI(r) ("the Licensed Programs"), on the following terms and conditions:

1. Consideration

For and in consideration of receiving the License, Licensee agrees to evaluate the Licensed Programs for the sole purpose of making a purchase decision, and to report to Green Hills problems encountered in their use. Licensee also agrees to prevent the disclosure of any and all results of Licensee's use of Licensed Programs, including but not limited to, space performance, time performance, compile time performance, new features, bug fixes, defects, Bugs, documentation improvements, documentation errors, user interface, competitive analysis, comparison with competing products, etc.

2. Ownership of Licensed Programs

Title and full ownership rights to the Licensed Programs under this 30 Day Evaluation License Agreement, including any installation, operations, or other manuals, remain with Green Hills and its licensors. The Licensed Programs are agreed to be Green Hills' and licensors' proprietary information and trade secret, whether or not any portion thereof is or may be validly copyrighted or patented. Licensee shall have the right to use the Licensed Programs or any portion thereof on this computer system located at the address of licensee above. Separate licenses, for additional consideration payable to Green Hills, shall be required for the use of the Licensed Programs on each additional central processing unit. Unless Green Hills declares otherwise in writing, Licensee shall not inhibit or otherwise disable any feature of the Licensed Programs, by modification of the licensed program or otherwise, which prints out or otherwise displays notices of Green Hills' and its licensors' proprietary rights in the Licensed Programs, identifications of this 30 Day Evaluation License Agreement or the License granted hereunder, or the site at which Licensee may use the Licensed Programs pursuant to this 30 Day Evaluation License Agreement. No right to print, copy, or otherwise disclose the Licensed Programs or any portion thereof, in any form whatsoever, is granted hereby. This 30 Day Evaluation License Agreement, the License granted hereunder, and the Licensed Programs may not be assigned, sub-licensed, or otherwise transferred by the Licensee without the prior written consent of Green Hills. Any assignment, sub-license, or transfer in violation of the foregoing sentence shall be null and void and shall, at the option of Green Hills, result in the automatic termination of this 30 Day Evaluation License Agreement. Licensee shall take all reasonable steps to ensure the performance of this paragraph.

3. Term and Termination

The license shall be effective from the date hereof and shall terminate thirty (30) days thereafter unless terminated earlier as provided herein. In the event Licensee neglected or fails to perform or observe any of its obligations under this 30 Day Evaluation License Agreement, and fails to correct such breach within thirty (30) days after Green Hills gives Licensee notice of such breach, or if any assignment shall be made of its business for the benefit of creditors, or if a receiver, trustee in bankruptcy, or a similar officer shall be appointed to take charge of all or part of its property, or it is adjudged a bankrupt, this 30 Day Evaluation License Agreement and the License granted hereunder shall immediately terminate.

4. Security

Licensee and all individuals having access to the Licensed Programs, on other than an "execute only" basis, acknowledge and agree: (a) to maintain the Licensed Programs in secure premises to prevent any unauthorized person from obtaining any part thereof; and (b) not to provide any copies or disclose any details of the Licensed Programs to unauthorized third parties without the prior written approval of Green Hills; and (c) not to create, not to attempt to create, and not to permit or help others to create, by disassembly or otherwise, source code for the Licensed Programs, and not to translate the Licensed Programs into any computer or natural language; and (d) not to allow any individual access to the Licensed Programs, on other than an "execute only" basis, until a signed acknowledgment of their obligations hereunder is obtained; and (e) to give Green Hills written notice of any unauthorized disclosure or use of the Licensed Programs as soon as they learn or become aware of it.

5. Support Services

For a thirty (30) day period beginning on the date hereof, Green Hills will make reasonable efforts to correct any program errors in the Licensed Programs brought to its attention with written documented reports submitted by Licensee's Designated Contact Person, except those resulting from alteration or misuse of the Licensed Programs. Green Hills, however, does not guarantee service results or represent or warrant that all program errors will be corrected.

6. Warranty

Green Hills warrants that the Licensed Programs will be in good operating condition at the time of acceptance of Licensee and will conform in all essential respects to the then currently published Program Description applicable to the Licensed Programs when it is shipped to Licensee. GREEN HILLS AND ITS LICENSORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER OTHER THAN THE EXPRESS WARRANTIES CONTAINED IN THIS LICENSE AGREEMENT AND ANY AMENDMENT(S) HERETO. NO REPRESENTATION OR STATEMENT NOT EXPRESSLY CONTAINED IN THIS LICENSE AGREEMENT OR ANY AMENDMENT(S) HERETO SHALL BE BINDING UPON GREEN HILLS AND ITS LICENSORS AS A WARRANTY OR OTHERWISE. Green Hills and its licensors shall have no liability to Licensee for any losses or damages, direct or indirect, arising out of this 30 Day Evaluation License Agreement. In no event shall Green Hills and its licensors be liable for any indirect, special, or consequential damages, such as, but not limited to, loss of anticipated profits or other economic loss in connection with Licensee's use of the Licensed programs. Green Hills and its licensors shall not be liable for any loss, injury, damage, or expense caused by Licensee's use of the Licensed Programs. Green Hills and its licensors shall not be liable for any loss, injury, damage, or expense caused by Licensee's misuse or negligent processing of the Licensed Programs. Green Hills and its licensors shall not be held to any liability with respect to any claim by a third party on account of, or arising out of the use of the Licensed Programs.

7. Patent/Copyright Infringement

Green Hills guarantees that Licensee's use of the license furnished in this agreement, in the form in which furnished to Licensee, will not infringe any valid United States or Foreign patent or copyright, and Green Hills agrees to defend any claim, action, or suit that may be brought against Licensee for patent or copyright infringement by reason of Licensee's use of such license, and Green Hills also agrees to indemnify Licensee and hold Licensee harmless against all claims, judgments, decrees, damages, costs, and expenses recovered against Licensee or sustained by Licensee on account of any such actual or alleged infringement.

8. Miscellaneous

The terms of this 30 Day Evaluation License Agreement may be modified only in writing signed by Green Hills and by Licensee. This 30 Day Evaluation License Agreement represents the entire agreement between the parties with respect to the use of the Licensed Programs and supersedes any previous oral or written communications, representations, understandings, or agreements with respect thereto. No provision appearing on any purchase order, quotation form or other form originated by either party shall be applicable unless such provisions are expressly accepted in writing by both parties. Fees specified in this agreement are exclusive of sales and use taxes. Licensee shall pay any sales or use tax imposed as a result of the existence or operation of this agreement. Any dispute under this 30 Day Evaluation License Agreement shall be submitted to binding arbitration in Los Angeles County, California, under the rules then prevailing of the American Arbitration Association. Judgment upon any award made in such arbitration may be entered and enforced in any court of competent jurisdiction. This 30 Day Evaluation License Agreement shall be governed by the laws of the State of California, U.S.A. Any judicial action taken by either party shall have its venue only in Los Angeles County, State of California, U.S.A, in the State or Federal Court having jurisdiction of the subject matter of the action. The prevailing party in any legal action brought to enforce or interpret this Agreement or for damages for its breach shall be entitled to an award of reasonable attorney's fees. If any provision hereof is invalid under any applicable statute or rule of law, it shall to that extent be deemed to be omitted. The waiver by any party to this 30 Day Evaluation License Agreement of any default or breach of the 30 Day Evaluation License Agreement shall not constitute a waiver of any subsequent default or breach of the same or of a different kind.