Technology Evaluation License

READ THE TERMS OF THIS TECHNOLOGY EVALUATION LICENSE INCLUDING EXHIBIT A
("AGREEMENT") CAREFULLY BEFORE downloading technology or OPENING
TECHNOLOGY MEDIA PACKAGE. BY OPENING TECHNOLOGY MEDIA PACKAGE, YOU AGREE
TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCESSING TECHNOLOGY
ELECTRONICALLY, INDICATE YOUR ACCEPTANCE OF THESE TERMS BY SELECTING THE
"ACCEPT" (OR EQUIVALENT) BUTTON AT THE END OF THIS AGREEMENT. IF YOU DO
NOT AGREE TO ALL OF THE TERMS, PROMPTLY RETURN THE UNUSED TECHNOLOGY TO
SUN OR, IF TECHNOLOGY IS ACCESSED ELECTRONICALLY, SELECT THE "DECLINE"
(OR EQUIVALENT) BUTTON AT THE END OF THIS AGREEMENT.

The Agreement is made between Sun Microsystems, Inc., a Delaware
corporation with its address at

4150 Network Circle, Santa Clara, CA 95054

("Sun"), and the individual, corporation, partnership or other legal
entity receiving the Technology ("Licensee").The parties agree as follows:

I. EXHIBIT A:

Effective Date: The date Licensee receives the Technology.

Technology:  Sun Studio GUI Modules for dbx debugger.

Version:  0.9.

The Technology is Pre-Release Technology.
Permitted Number of Copies: One (1).

Evaluation Period:  One-hundred-twenty (120) days.

Feedback Frequency:  Licensee will provide feedback to the individual or
alias specified by Sun and at the frequency requested by Sun.

II. Technology Evaluation License

1 DEFINITIONS.
1.1 "Binary Technology" means program code provided to Licensee by Sun
in machine readable format.  Binary Technology includes available
related documentation.
1.2 "Confidential Information" means  (a) with respect to Licensee,
information disclosed by Licensee to Sun about the performance or
interoperability of Licensee's products with the Technology that, if
written, is clearly identified in writing as confidential, and if
oral, is identified as confidential at the time of disclosure and
followed by a written summary  of the information within 30 days
after disclosure, but in any case, excludes Feedback (collectively
"Licensee Confidential Information"), and (b) with respect to Sun:
(i) information that Sun discloses to Licensee related to the Technology;
(ii) the Technology (including the capabilities, features and existence
of the Technology); (iii) any Feedback; (iv) any notes, extracts,
analyses, or materials prepared by Licensee which are copies of or
derivative works of the Technology, or from which the capabilities,
features or existence of the Technology can be derived; and
(v) the terms of this Agreement (collectively "Sun Confidential Information").
1.3 "Feedback" means all test results, error data, reports or other information
or materials made or other information or materials made or provided to Sun by
or on behalf of Licensee relating to the Technology, and all comments,
suggestions, enhancements, and any other forms of feedback that Licensee
may provide to Sun in the course of discussion, evaluation or exchange of
Sun Confidential Information under this Agreement.
1.4 "Intellectual Property Rights" means worldwide common law and statutory
rights associated with: (i) patents and patent applications; (ii) works of
authorship, including mask work rights, copyrights, and moral rights;
(iii) protection of trade and industrial secrets and confidential information;
(iv) other proprietary rights relating to intangible intellectual property
(specifically excluding Sun Trademarks); and (v) divisions, continuations,
renewals, reissuances, and extensions of the rights set forth above
(as applicable).
1.5 "Licensed Software" means software in binary or source code forms,
including all machine readable materials, user manuals, programming guides
and other documentation, as provided to Licensee by Sun under Exhibit A.
1.6 "Licensors" means Sun licensors that have licensed third party code
to Sun that is included in Technology.
1.7 "Pre-Release Technology" means all technology designated as Pre-Release
in Exhibit A.
1.8 "Source Technology" means program code provided to Licensee by Sun in
high-level computer language readable by humans skilled in the language.
Source Technology includes available related documentation and tools,
including comments, internal development tools and build environments.
1.9 "Sun Confidential Information" means: (i) information that Sun discloses
 to Licensee related to the Technology or marked as confidential and
disclosed under this Agreement; (ii) the Technology (including the
capabilities, features and existence of the Technology); (iii) any Feedback;
(iv) any notes, extracts, analyses, or materials prepared by Licensee which
are copies of or derivative works of the Technology, or from which the
capabilities, features or existence of the Technology can be derived;
and (v) the terms of this Agreement.
1.10 "Sun Trademarks" means all names, marks, logos, designs, trade
dress and other brand designations used by Sun.
1.11 "Technology" means all technology described in Exhibit A and provided
to Licensee by Sun under Agreement, including without limitation, Licensed
Software, documentation, Updates, and test suites.
1.12 "Updates" means subsequent releases, enhancements or error corrections
for the Technology as Sun may provide to Licensee from time to time under this
Agreement.

2 LIMITED LICENSES.  Subject to and conditioned upon Licensee's compliance
with the conditions and restrictions set forth in this Agreement, Sun grants
to Licensee a personal, non-exclusive, non-transferable, royalty-free and
limited license to view the Source Technology, if any, and to use other
portions of the Technology (including Binary Technology) internally solely
for the purpose of evaluation during the term of this Agreement.

3 RESTRICTIONS.
3.1 No license under this Agreement is granted to Licensee for any purpose
not specifically set forth in Section 2 (Limited Licenses) of this Agreement.
Except as otherwise provided by law, Licensee is not authorized to modify,
make derivative works of, disclose, distribute, reverse engineer or
disassemble the Technology,  decompile binary portions of the Technology,
or otherwise attempt to derive source code from such portions, or transfer
the Technology to any third party or use it in development activities.
3.2 Licensee shall have no right to use the Technology for commercial uses
or in a production environment.
3.3 Licensee may copy and use the number of copies of Licensed Software as
authorized in Exhibit A and make one (1) additional copy for backup purposes
only, provided that Licensee reproduces all copyright and other notices
appearing on or in the Licensed Software on any such copy.
3.4 Except as expressly provided in Section 2 ("Limited Licenses") of this
Agreement, no right, title, or interest in or to the Technology or any Sun
Trademarks is granted under this Agreement. Sun retains all right, title
and interest, including associated Intellectual Property Rights, in and to
the Technology, any Sun Trademarks, and any modifications, improvements or
enhancements to the Technology.
3.5 If the Technology is delivered with embedded or bundled software that
enables functionality of the Technology ("Embedded Technology"), then
Licensee may use such Embedded Technology only in conjunction with the
Technology and subject to applicable terms and conditions associated
with such Embedded Technology.
3.6 Portions of Licensed Software may be provided with notices and open
source licenses from communities and third parties that govern the use
of those portions, and any licenses granted hereunder do not alter any
rights and obligations Licensee may have under such open source licenses,
however, the disclaimer of warranty and limitation of liability provisions
in this Agreement will apply to all Licensed Software.

4 NO SUPPORT.
Sun is under no obligation to support the Technology or to provide Licensee
 with Updates unless otherwise agreed by an authorized representative of
Sun in writing. If Sun, at its sole option, supplies Updates to Licensee,
the Updates will be considered part of the Technology, and subject to
the terms of this Agreement.

5 LICENSEE DUTIES.
5.1 Pre-Release Technology.  If the Technology provided is Pre-Release
Technology as designated in Exhibit A, then Licensee agrees to evaluate
and test the Technology. Licensee shall supply Sun with Feedback as
reasonably requested by Sun, but no more frequently than weekly unless
otherwise agreed by the parties in writing.  Feedback is the exclusive
property of Sun. Licensee hereby agrees to and assigns all right, title
and interest it may have in such Feedback, including, without limitation,
modifications, improvements, and enhancements to the Technology, to Sun
at no cost.
5.2 Delivery of the Technology to Licensee will be at Licensee's cost
unless otherwise specified by Sun, subject to availability as determined
solely by Sun. Licensee assumes all risk of loss or damage upon shipment
of the Technology by Sun.  Unless otherwise set forth in Exhibit A,
Licensee  will be responsible for installing the Technology.

6 TERM AND TERMINATION.
6.1 This Agreement will commence on the Effective Date and will continue
for the term set forth in Exhibit A (the "Evaluation Period"), unless
terminated earlier in accordance with this Section 6.  If no Evaluation
Period is specified in Exhibit A, then the Evaluation Period shall equal
(i) ninety (90) days commencing on the Effective Date.
6.2 Either party may terminate this Agreement without cause upon ten (10)
days' written notice to the other party. In addition, Sun may terminate
this Agreement immediately with written notice if (i) any Technology
becomes, or in Sun's opinion is likely to become, the subject of a claim
of infringement or misappropriation of any Intellectual Property Right;
(ii) Licensee breaches any of its obligations under this Agreement;
(iii) Licensee takes any action in derogation of Sun's rights to Sun
Confidential Information; or (iv) Licensee infringes or challenges the
validity of any Sun Intellectual Property Rights.
6.3 Upon termination or expiration of this Agreement, Licensee will
immediately cease using the corresponding Technology. Licensee will
immediately destroy any and all Licensed Software and any copies of
Licensed Software and provide Sun a written statement by Licensee's
authorized representative certifying that Licensee has complied with
these  obligations.
6.4 Rights and obligations under this Agreement
that by their nature should survive will remain in effect after
termination or expiration of this Agreement.

7 CONFIDENTIAL INFORMATION.
7.1 Neither party may disclose or use the other party's Confidential
Information except for the purposes specified in this Agreement. Each
party will protect the confidentiality of the other party's Confidential
Information to the same degree of care, but no less than reasonable care,
as the party uses to protect its own confidential information. Each party's
obligations regarding the other party's Confidential Information will
expire five (5) years from the date of receipt of such Confidential
Information, except for Sun source code which will be protected in
perpetuity.  Licensee agrees and acknowledges that the Technology contains
trade secrets of Sun.
7.2 The receiving party will not be obligated to protect Confidential
Information that the receiving party can clearly demonstrate in writing is:
(i) through no act or failure to act on the part of the receiving party is
known or becomes known to the general public; (ii) known to the receiving
party without an obligation of confidentiality at the time of receiving the
Confidential Information; (iii) rightfully furnished, after the Effective Date,
to the receiving party by a third party without restriction on disclosure; or
(iv) independently developed by the receiving party without any use of the
other party's Confidential Information.
7.3 The receiving party may disclose the other party's Confidential Information
pursuant to statute, regulation, or the order of a court of competent
jurisdiction, provided that the receiving party provides the other party with
prior notice and cooperates with the other party in taking appropriate
protective measures.
7.4 The receiving party will restrict access to the other party's Confidential
Information to those of the receiving party's employees or subcontractors
who require access in order to perform their employment duties or to perform
the party's contractual obligations under this Agreement, and who have agreed
in writing to be bound by confidentiality obligations at least as protective
as those set forth in this Agreement.

8 DISCLAIMER OF WARRANTY.
8.1 Licensee acknowledges that the Technology is not designed or intended for
use in the design, construction, operation or maintenance of any nuclear facility.
8.2 THE TECHNOLOGY AND CONFIDENTIAL INFORMATION ARE PROVIDED "AS IS" AND WITHOUT
WARRANTY OF ANY KIND. ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS,
AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF  MERCHANTABILITY, SATISFACTORY
QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OF NON-INFRINGEMENT,
ARE DISCLAIMED, TO THE FULLEST EXTENT PERMITTED BY LAW.

9 LIMITATION OF LIABILITY.
9.1 Licensee acknowledges that the Technology may be experimental. Licensee
further acknowledges that the Technology may have defects or deficiencies that
cannot or will not be corrected by Sun. Licensee will indemnify and hold Sun
harmless from any claims based on Licensee's use of the Technology for any
purpose, and from any claims that later Updates furnished to Licensee are
incompatible with the Technology provided to Licensee under this Agreement.
Neither Sun nor its Licensors are under any obligation to release a commercial
version of the Technology.
9.2 Licensee  acknowledges that  the Technology may not have been approved by
 the United States Federal Communications Commission, any other governmental
agency, or any test laboratory (for example without limitation, Underwriter's
Laboratories, and TUV).
9.3 NEITHER Sun nor any of its licensors will be liable for any indirect,
punitive, special, incidental or consequential damages in connection with or
arising out of this Agreement (including loss of business, revenue, profits,
goodwill, use, data, electronically transmitted communications or other
economic advantage), however they arise, whether for breach of contract,
breach of warranty or in tort, including negligence, and even if that party
has previously been advised of the possibility of such damages AND WHETHER
OR NOT SUCH DAMAGES ARE FORESEEABLE.  In no event will Sun's aggregate
liability to Licensee for all claims under this Agreement, whether in contract,
tort (including negligence), or otherwise, exceed the amount paid by Licensee
for the Technology under this Agreement.
9.4 Liability for damages will be limited and excluded as set forth above even
if any exclusive remedy provided in this  Agreement fails of its essential purpose.
Some states do not allow the exclusion of incidental or consequential damages,
so some of the terms above may not be applicable to you.

10 U.S. GOVERNMENT RIGHTS.
The Technology is a "commercial item," as that term is defined in 48 C.F.R.
2.101 (Oct. 1995), and may consist of "commercial computer software" (as that
term is defined at 48 C.F.R. � 252.227-7014(a)(1)) and "commercial computer s
oftware documentation" as such terms are used in 48 C.F.R. 12.212 (Sept. 1995).
Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4
(June 1995), all U.S. Government End Users acquire Technology with only those
rights set forth herein. This U.S. Government Rights clause is in lieu of,
and supersedes, any other FAR, DFAR, or other clause or provision that
addresses Government rights in computer software under this Agreement.

11 GENERAL.
11.1 All disputes will be governed by California law and controlling U.S.
federal law.  The venue for litigation will be the appropriate courts located
in Santa Clara County, California. The parties agree that the Federal District
Court for the Northern District of California shall have exclusive jurisdiction
over any dispute involving exclusively federal causes of action.  That court and
the California state courts in Santa Clara County, California shall have exclusive
jurisdiction over all other disputes. The parties hereby submit to the personal
jurisdiction of those courts. Choice of law rules of any jurisdiction and the
United Nations Convention on Contracts for the International Sale of Goods will
not apply to the Agreement or any dispute arising out of or related to this
Agreement.
11.2 Licensee agrees that the Technology and technical data delivered under this
Agreement are subject to U.S. export laws (including but not limited to the
Export Administration Regulations ("EAR": 15  C.F.R. Parts 730-774)) and
applicable trade laws of other countries.  Licensee agrees to strictly
comply with all such laws and assumes responsibility to obtain licenses
to export, re-export, or import as may be required. Unless authorized by
United States export laws, Licensee agrees that (i)�no Technology or technical
data or direct product therefrom is being or will be acquired for, shipment,
transfer, or re-export, directly or indirectly, to: a) any country subject to
U.S. Embargo or terrorist controls or b) a country and its nationals in Country
Group D:1 as listed in Part 740 Supplement 1 of the EAR; (ii)  Licensee nor any
party to whom Technology and technical data are transferred is not identified
on any U.S. Government export exclusion lists; and (iii) Technology and
technical data will not be used for nuclear, missile, chemical biological
weaponry, or other weapons of mass destruction. These obligations shall
survive expiration or termination of this Agreement.
11.3 Any express waiver or failure to exercise promptly any right under this
Agreement will not create a continuing waiver or any expectation on non-enforcement.
To be enforceable, a waiver must be in writing and signed by an authorized
representative of the waiving party.
11.4 It is understood and agreed that, notwithstanding any other provision of
this Agreement, Licensee's breach of Sections 2.0 (Limited Licenses),
3.0 (Restrictions), 6.0 (Term and Termination), and/or 7.0 (Confidential
Information) of this Agreement will cause Sun irreparable damage for which
recovery of money damages would be inadequate, and that Sun will therefore
be entitled to seek injunctive relief to protect Sun's rights under this
Agreement, without posting bond or other security, in addition to any and
all other remedies available under this Agreement, at law, and in equity.
11.5 Neither party may assign or otherwise transfer any of its rights or
obligations under this Agreement (whether by operation of law or otherwise),
without the prior written consent of the other party, except that Sun may
assign this Agreement to an affiliated company, or in the event of a merger,
acquisition, combination or sale of substantially all of the assets of Sun
or a Sun business unit, without such consent.
11.6 If any term or provision of this Agreement is found to be invalid
under any applicable statute or rule of law, such provision shall be
enforced to the maximum extent permissible to effect the intent of the
parties, and the remainder of this Agreement shall continue in full force
and effect.
11.7 No modification to this Agreement will be binding, unless in writing
and manually signed by an authorized representative of each party.
11.8 This Agreement, constitutes the parties' entire agreement relating
to its subject matter. It cancels and supersedes all prior and contemporaneous
oral and written communications, proposals, conditions, representations and
warranties and prevails over any conflicting or additional terms contained in
any quote, purchase order, acknowledgment, or other communication between the
parties relating to its subject matter during its term, including but not
limited to terms of any Binary Code Licenses, Supplemental Terms, or other
standard licenses accompanying the Technology.
