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Z-WORLD SOFTWARE END USER LICENSE AGREEMENT

IMPORTANT-READ CAREFULLY: BY INSTALLING, COPYING OR OTHERWISE USING THE ENCLOSED Z-WORLD,INC. ("Z-WORLD") DYNAMIC C SOFTWARE, WHICH INCLUDES COMPUTER SOFTWARE ("SOFTWARE") AND MAY INCLUDE ASSOCIATED MEDIA, PRINTED MATERIALS, AND "ONLINE" OR ELECTRONIC DOCUMENTATION ("DOCUMENTATION"), YOU (ON BEHALF OF YOURSELF OR AS AN AUTHORIZED REPRESENTATIVE ON BEHALF OF AN ENTITY) AGREE TO ALL THE TERMS OF THIS END USER LICENSE AGREEMENT ("LICENSE") REGARDING YOUR USE OF THE SOFTWARE. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS LICENSE, DO NOT INSTALL, COPY OR OTHERWISE USE THE SOFTWARE AND IMMEDIATELY CONTACT Z-WORLD FOR RETURN OF THE SOFTWARE AND A REFUND OF THE PURCHASE PRICE FOR THE SOFTWARE.

We are sorry about the formality of the language below, which our lawyers tell us we need to include to protect our legal rights. If You have any questions, write or call Z-World at (530) 757-4616, 2900 Spafford Street, Davis, California 95616.

1. Definitions. In addition to the definitions stated in the first paragraph of this document, capitalized words used in this License shall have the following meanings:

   1.1 "Qualified Applications" means an application program developed using the Software and that links with the development libraries of the Software.

   1.1.1 "Qualified Applications" is amended to include application programs developed using the Softools WinIDE program for Rabbit processors available from Softools, Inc.

   1.1.2 The MicroC/OS-II (µC/OS-II) library and sample code and the Point-to-Point Protocol (PPP) library are not included in this amendment.

   1.1.3 Excluding the exceptions in 1.1.2, library and sample code provided with the Software may be modified for use with the Softools WinIDE program in Qualified Systems as defined in 1.2. All other Restrictions specified by this license agreement remain in force.

   1.2 "Qualified Systems" means a microprocessor-based computer system which is either (i) manufactured by, for or under license from Z-WORLD, or (ii) based on the Rabbit 2000 microprocessor or the Rabbit 3000 microprocessor. Qualified Systems may not be (a) designed or intended to be re-programmable by your customer using the Software, or (b) competitive with Z-WORLD products, except as otherwise stated in a written agreement between Z-World and the system manufacturer. Such written agreement may require an end user to pay run time royalties to Z-World.

2. License. Z-WORLD grants to You a nonexclusive, nontransferable license to (i) use and reproduce the Software, solely for internal purposes and only for the number of users for which You have purchased licenses for (the "Users") and not for redistribution or resale; (ii) use and reproduce the Software solely to develop the Qualified Applications; and (iii) use, reproduce and distribute, the Qualified Applications, in object code only, to end users solely for use on Qualified Systems; provided, however, any agreement entered into between You and such end users with respect to a Qualified Application is no less protective of Z-Worlds intellectual property rights than the terms and conditions of this License. (iv) use and distribute with Qualified Applications and Qualified Systems the program files distributed with Dynamic C named RFU.EXE, PILOT.BIN, and COLDLOAD.BIN in their unaltered forms.

3. Restrictions. Except as otherwise stated, You may not, nor permit anyone else to, decompile, reverse engineer, disassemble or otherwise attempt to reconstruct or discover the source code of the Software, alter, merge, modify, translate, adapt in any way, prepare any derivative work based upon the Software, rent, lease network, loan, distribute or otherwise transfer the Software or any copy thereof. You shall not make copies of the copyrighted Software and/or documentation without the prior written permission of Z-WORLD; provided that, You may make one (1) hard copy of such documentation for each User and a reasonable number of back-up copies for Your own archival purposes. You may not use copies of the Software as part of a benchmark or comparison test against other similar products in order to produce results strictly for purposes of comparison. The Software contains copyrighted material, trade secrets and other proprietary material of Z-WORLD and/or its licensors and You must reproduce, on each copy of the Software, all copyright notices and any other proprietary legends that appear on or in the original copy of the Software. Except for the limited license granted above, Z-WORLD retains all right, title and interest in and to all intellectual property rights embodied in the Software, including but not limited to, patents, copyrights and trade secrets.

4. Export Law Assurances. You agree and certify that neither the Software nor any other technical data received from Z-WORLD, nor the direct product thereof, will be exported outside the United States or re-exported except as authorized and as permitted by the laws and regulations of the United States and/or the laws and regulations of the jurisdiction, (if other than the United States) in which You rightfully obtained the Software. The Software may not be exported to any of the following countries: Cuba, Iran, Iraq, Libya, North Korea, Sudan, or Syria.

5. Government End Users. If You are acquiring the Software on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees: (i) if the Software is supplied to the Department of Defense ("DOD"), the Software is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the Software and its documentation as that term is defined in Clause 252.227-7013(c)(1) of the DFARS; and (ii) if the Software is supplied to any unit or agency of the United States Government other than DOD, the Government's rights in the Software and its documentation will be as defined in Clause 52.227-19(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR.

6. Disclaimer of Warranty. You expressly acknowledge and agree that the use of the Software and its documentation is at Your sole risk. THE SOFTWARE, DOCUMENTATION, AND TECHNICAL SUPPORT ARE PROVIDED ON AN "AS IS" BASIS AND WITHOUT WARRANTY OF ANY KIND. Information regarding any third party services included in this package is provided as a convenience only, without any warranty by Z-WORLD, and will be governed solely by the terms agreed upon between You and the third party providing such services. Z-WORLD AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. Z-WORLD DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, Z-WORLD DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Z-WORLD OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

7. Limitation of Liability. YOU AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL Z-WORLD BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF THE USE AND/OR INABILITY TO USE THE SOFTWARE, EVEN IF Z-WORLD OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL Z-WORLDS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.

8. Termination. This License is effective for the duration of the copyright in the Software unless terminated. You may terminate this License at any time by destroying all copies of the Software and its documentation. This License will terminate immediately without notice from Z-WORLD if You fail to comply with any provision of this License. Upon termination, You must destroy all copies of the Software and its documentation. Except for Section 2 ("License"), all Sections of this Agreement shall survive any expiration or termination of this License.

9. General Provisions. No delay or failure to take action under this License will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of Z-WORLD, and no single waiver will constitute a continuing or subsequent waiver. This License may not be assigned, sublicensed or otherwise transferred by You, by operation of law or otherwise, without Z-WORLD's prior written consent. This License shall be governed by and construed in accordance with the laws of the United States and the State of California, exclusive of the conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this License. If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this License shall continue in full force and effect. This License constitutes the entire agreement between the parties with respect to the use of the Software and its documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. There shall be no contract for purchase or sale of the Software except upon the terms and conditions specified herein. Any additional or different terms or conditions proposed by You or contained in any purchase order are hereby rejected and shall be of no force and effect unless expressly agreed to in writing by Z-WORLD. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of Z-WORLD.

Copyright 2000 Z-World, Inc. All rights reserved.