============================== RTXC Quadros Single Stack LITE Product License Agreement ============================== 1. LICENSE 1.1 License of Software: By this agreement and subject to the terms and conditions set forth herein (hereinafter "Agreement"), QSI grants to Licensee and Licensee accepts a perpetual, non-exclusive license to use, copy, manufacture, translate, modify, enhance, and prepare or have prepared, derivative works from the Software described above (The "Software"). 1.2 Binary Code: The license granted in this Section 1 gives Licensee an unlimited right, subject to the terms of this License, to distribute binary executables derived from the Software code for solely for use with the MCF523x and MCF5282 CPUs, and the RTXC Quadros Single Stack LITE Operating System. 2. TITLE QSI or its third party licensors has and will retain title to the Software. 3. WARRANTIES Unless agreed to in writing otherwise, QSI warrants the media on which the LICENSED PRODUCT is distributed to CUSTOMER to be free of defects in material and workmanship under normal use for a period of ninety (90) days from the date of shipment to CUSTOMER. QSI also warrants that it or its third party licensor is the sole owner and has the right to license the Software as provided in this Agreement and that the use of the Software and the exercise of all of Licensee's rights under this Agreement does not and will not violate or infringe any copyright, trade secret, trademark, service mark, or other proprietary right. QSI shall, at its expense, indemnify, defend and hold Licensee harmless in connection with any claim, or in any suit or proceeding brought or threatened based on a claim that the Software infringes any patent, copyright, intellectual property or other proprietary right (Claim), provided QSI is notified promptly in writing and given sole control of the defense and settlement of such Claim. Licensee may, at its sole expense, participate in the defense and settlement of any Claim, and will provide reasonable assistance to QSI, at QSI’s expense, in connection with such Claim. QSI and its third party licensors shall not be liable for any infringement caused solely by a modification to the Software by Licensee. If the sale or use of the Software is enjoined, QSI shall promptly: (a) procure for Licensee the right to continue using the Software; (b) modify the Software to avoid the infringement so long as it performs in accordance with its then current specifications; or (c) replace the Software with non-infringing, compatible, and functionally-equivalent Software. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, QSI MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED REGARDING THE SOFTWARE, ITS MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. This Warranty does not apply to any derivations created and applies only with regard to the limited use authorized by this Agreement. 4. MISCELLANEOUS 4.1 Transfer: Licensee may not transfer all or a part of its rights to distribute, and may not license the Software to any third party. 4.2 Limited Liability: Except as otherwise stated herein, in no event shall either party be liable to the other for any damages, resulting from the loss of data, profits or use of any software furnished hereunder, or for any special, indirect, incidental or consequential damages arising out of or in connection with a Software's performance under this Agreement, even if the party has been advised of such damages. QSI’S ENTIRE LIABILITY TO LICENSEE UNDER THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY). 4.3 Government Restricted Right:. If this product is acquired by or on behalf of the United States Government, this provision applies: This Product (a) was not developed with Government funds, (b) is a trade secret of QSI for all purposes of the Freedom of Information Act and (c) is commercial computer software. Use duplication, or disclosure by the United States Government is subject to the restrictions set forth in FAR 52.227-14 Alternate III (g) (3), FAR 52.227-19, or DFAR 52.227-7013 (c) (1) (ii), as applicable. Quadros Systems, Inc., 10450 Stancliff Road, Suite 110, Houston, TX 77099. 4.4 General: This Agreement constitutes the entire agreement between the parties and supersedes all previous negotiations, proposals or agreements, written or oral, expressed or implied with respect to the subject matter. This Agreement may be revised, amended or supplemented only if in writing and signed by both parties hereto.