+----------------------------------------------+-----------------------+
| ![](me                                       | **Wind River          |
| dia/image1.jpeg){width="2.926388888888889in" | Systems**             |
| height="0.5333333333333333in"}               |                       |
|                                              | 6080 Center Drive,    |
| September 19, 2007                           | Suite 600             |
|                                              |                       |
| **Richard** **Petras**                       | Los Angeles, CA 90045 |
|                                              |                       |
| **Jet Propulsion Laboratory**                | Phone:                |
|                                              |                       |
| **4800 Oak Grove Drive, M/S** 179-206        | Fax:                  |
|                                              |                       |
| **Pasadena, CA 91109**                       |                       |
|                                              |                       |
| Phone **(818) 354-0632**                     |                       |
|                                              |                       |
| Fax **(818) 393-5007**                       |                       |
+----------------------------------------------+-----------------------+

**[Proposal Reference No.]{.underline}: 1-EW66L - 1**

Richard,

Wind River is pleased to respond with the following proposal for the use
of our products. We are looking forward to working with Jet Propulsion
Laboratory.

This proposal is valid for the following configuration:

**Authorized site**: Pasadena /

**Project**:

**License number** (if already existing): New OEM

**CPU target** (architecture / processor family): **PPC: Freescale:
mpc7xx & 86xx**

**Host OS** for Wind River development tools**:** **Windows**

Please call me at , if you have any questions regarding this proposal.
Also, data sheets, technical notes and application briefs are available
from our web site [www.windriver.com]{.underline}

Sincerely,

Eric Cann

Account Manager

Wind River Systems

eric.cann@windriver.com

List of Products to be licensed by **Jet Propulsion Laboratory**

+---+---------------------+-------+--------+------+--------+--------+
|   | ## LAT              |       |        |      |        |        |
|   | EST VERSIONS QUOTED |       |        |      |        |        |
+---+---------------------+-------+--------+------+--------+--------+
| * | **[Product          | **[Pr | **     | **   | **[Qua | **[Ex  |
| * | Descrip             | oduct | [Price | [Net | ntity/ | tended |
| [ | tion]{.underline}** | N     | Attrib | Pric | Us     | To     |
| L |                     | umber | ute]{. | e]{. | ers]{. | tal]{. |
| i |                     | ]{.un | underl | unde | underl | underl |
| n |                     | derli | ine}** | rlin | ine}** | ine}** |
| e |                     | ne}** |        | e}** |        |        |
| # |                     |       |        |      |        |        |
| ] |                     |       |        |      |        |        |
| { |                     |       |        |      |        |        |
| . |                     |       |        |      |        |        |
| u |                     |       |        |      |        |        |
| n |                     |       |        |      |        |        |
| d |                     |       |        |      |        |        |
| e |                     |       |        |      |        |        |
| r |                     |       |        |      |        |        |
| l |                     |       |        |      |        |        |
| i |                     |       |        |      |        |        |
| n |                     |       |        |      |        |        |
| e |                     |       |        |      |        |        |
| } |                     |       |        |      |        |        |
| * |                     |       |        |      |        |        |
| * |                     |       |        |      |        |        |
+---+---------------------+-------+--------+------+--------+--------+
| 1 | VxWorks 6.5 OEM     | 500-1 |        | \$1  | 1      | \$18,  |
|   | License             | 30777 |        | 8,00 |        | 000.00 |
|   |                     |       |        | 0.00 |        |        |
+---+---------------------+-------+--------+------+--------+--------+
| 2 | Annual Support &    | 535-1 | Fl     | \$   | 1      | \$3,   |
|   | Maintenance -       | 03796 | oating | 3,60 |        | 600.00 |
|   | Object Code         |       |        | 0.00 |        |        |
+---+---------------------+-------+--------+------+--------+--------+
| 3 | VxWorks 6.5 OEM     | 500-1 |        | \$   | 1      | \$9,   |
|   | License             | 30777 |        | 9,00 |        | 000.00 |
|   |                     |       |        | 0.00 |        |        |
+---+---------------------+-------+--------+------+--------+--------+
| 4 | Annual Support &    | 535-1 | Fl     | \$   | 1      | \$1,   |
|   | Maintenance -       | 03796 | oating | 1,80 |        | 800.00 |
|   | Object Code         |       |        | 0.00 |        |        |
+---+---------------------+-------+--------+------+--------+--------+
| 5 | Wind River          | 500-1 | Fl     | \$1  | 6      | \$91,  |
|   | Workbench 2.6.1 for | 30424 | oating | 5,30 |        | 800.00 |
|   | VxWorks 6.5         |       |        | 0.00 |        |        |
|   | (Includes VxWorks   |       |        |      |        |        |
|   | Binaries),          |       |        |      |        |        |
|   | Perpetual           |       |        |      |        |        |
+---+---------------------+-------+--------+------+--------+--------+
| 6 | Annual Support &    | 535-1 | Fl     | \$   | 6      | \$18,  |
|   | Maintenance -       | 03796 | oating | 3,06 |        | 360.00 |
|   | Object Code         |       |        | 0.00 |        |        |
+---+---------------------+-------+--------+------+--------+--------+
| 7 | Add Processor       | 500-1 | Fl     | \$   | 1      | \$2,   |
|   | Family for          | 30718 | oating | 2,50 |        | 500.00 |
|   | Workbench 2.6.1 for |       |        | 0.00 |        |        |
|   | VxWorks 6.5         |       |        |      |        |        |
|   | (Includes VxWorks   |       |        |      |        |        |
|   | Binaries),          |       |        |      |        |        |
|   | Perpetual           |       |        |      |        |        |
+---+---------------------+-------+--------+------+--------+--------+
| 8 | Annual Support &    | 535-1 | Fl     | \$50 | 1      | \$     |
|   | Maintenance -       | 03796 | oating | 0.00 |        | 500.00 |
|   | Object Code         |       |        |      |        |        |
+---+---------------------+-------+--------+------+--------+--------+
| * |                     |       |        |      |        | **\$   |
| * |                     |       |        |      |        | 145,56 |
| T |                     |       |        |      |        | 0.00** |
| o |                     |       |        |      |        |        |
| t |                     |       |        |      |        |        |
| a |                     |       |        |      |        |        |
| l |                     |       |        |      |        |        |
| * |                     |       |        |      |        |        |
| * |                     |       |        |      |        |        |
+---+---------------------+-------+--------+------+--------+--------+

![](media/image2.wmf){width="6.401388888888889in"
height="1.1993055555555556in"}

![](media/image3.wmf){width="6.263194444444444in"
height="1.0152777777777777in"}

![](media/image4.wmf){width="6.492361111111111in"
height="0.5840277777777778in"}

### Workbench 2.6 for VxWorks 6 Perpetual 

Workbench can be licensed as outlined in the following tables. Under
Perpetual, each specific package is licensed to a specific company, at a
specific site, for a specific host computer, and target processor
family, and a specified number of seats.

Perpetual licenses are either Floating or Node-Locked. Remote access of
a Node-locked license is prohibited and only one developer at a time can
access Wind River software installed on a licensed workstation. A
Floating license permits developers' access Wind River software through
your company network. A network access key limit the number of
concurrent developers using the software to available floating licenses,
without use being bound to a particular installed computer.

If a user requests any feature of the Workbench Development Suite, all
other features of the package are reserved for use by that user.

![](media/image5.png){width="6.495138888888889in"
height="4.615277777777778in"}

[Terms and Conditions]{.smallcaps}

1.  Quotation

This quotation is Wind River\'s offer to provide the products and
services described herein and is made on the express condition that the
terms of any resultant transaction shall be solely the terms of this
quotation and the terms of the applicable Wind River product license and
support agreements, which terms are hereby incorporated by reference in
this quotation. If you do not have a copy of the applicable product
license and support agreements, Wind River will provide you with one
upon request. Your purchase order issuance or use of the products
constitutes your acceptance of this quotation under the foregoing terms.
Provisions contained in any purchase order or other communications from
you (other than provisions identifying the type and quantity of products
purchased, shipping address and contact information) are superseded and
shall have no effect nor in any circumstance bind Wind River.

2.  Export Control

All Software and technical information provided in this quotation are
subject to U.S. export control laws and may be subject to export,
re-export or import regulations in other countries. Customer agrees to
strictly comply with all such laws and regulations. For technology and
Software classified under Export License Exception TSR, Customer agrees
not to export or re-export to any country for which a license is
required by the U.S. government without first obtaining such a license.
Customer also agrees that this assurance will be honored even after the
expiration date of this Agreement. For additional information, please
refer to Section 740.6 of the Export Administration Regulations:
http://w3.access.gpo.gov/bis/ear/pdf/740.pdf.

3.  Product License Terms

**[Tools Development Environment License Terms\
]{.underline}**Wind River Development Tools are licensed to a specific
company, at a specific site, for a host computer, a target
microprocessor architecture family, and a number of users. "Site" shall
mean the customer's street address where the software will be installed
and used, and where development work on the project will be carried out.
**Jet Propulsion Laboratory** may make use of the Wind River
Development Tools at the **Pasadena** site only. The Wind River
Development Tools are not project restricted.

###### OEM Project License Terms

Wind River OS and OS components are available through a Wind River
Product License. Product License is specific to a company for a project.
A project is defined by product, site, and processor type. At least one
Product License must be in affect for every project for which run time
modules will be shipped or otherwise distributed by customer.

[Use of CUSTOMER Name.]{.underline} Jet Propulsion Laboratory agrees
that Wind River may use Jet Propulsion Laboratory's name and may
disclose that Jet Propulsion Laboratory is a licensee of Wind River
products in Wind River's advertising, press, promotion and similar
public disclosures with respect to the Licensed Software; provided,
however, that such advertising, promotion or similar public disclosures
shall not indicate that Jet Propulsion Laboratory in any way endorses
any Wind River products, without prior written permission from Jet
Propulsion Laboratory. Jet Propulsion Laboratory agrees that, upon Jet
Propulsion Laboratory's public announcement of any product designed with
or containing the Wind River products, Wind River may publicly disclose
the nature of the Wind River involvement in said project.

4.  Annual Support and Maintenance (current releases)

Support and maintenance fees are required for all new software product
licenses, are payable in advance, and the support and maintenance period
begins on the product's ship date. Support and maintenance is not
available for target connectors and target adapters.

A standard annual support and maintenance agreement for a product
provides the customer with:

-   Periodic maintenance updates (not new feature upgrades)

-   Periodic patch releases

-   Bug fixes

-   Firmware updates

-   Customer support through Central Support and Field Support

-   Access to Wind River Online Support: Wind River's 24-hour,
    interactive, Internet-based, self-help service.

> All customers get access to basic features:

-   *Product information***:** FAQs, advisories, and configuration notes

-   *Online Product Documentation*: HTML and PDF versions of Wind River
    products, including a keyword search engine

-   *Community*: Discussion groups for device software developers

-   *What's New?:* A monthly updated list of and links to the latest
    updates and additions to Online Support

-   *Downloadable Software*: Links to free BSPs, drivers, and other
    software associated with Wind River products

-   *Search Utility*: a tool for searching product information and
    manuals by keyword

Customers with valid maintenance contracts and/or product subscriptions
also get access to:

-   Technical Information: Extensive links to additional product
    information, technical tips, Software Problem Reports (SPRs)
    including fixed problems, and sample code

-   Patches: access to the full complement of Wind River patches for
    critical known problems

-   Alerts: E-mail and/or Web-based notifications for SPRs and patches

-   TSR Manager: a utility for submitting, tracking, and monitoring
    Technical Support Requests (TSRs)

-   Firmware and debugger updates: for hardware-assisted tools

**Annual Support (Legacy releases)**

Support fees are applicable for legacy software product licenses, are
payable in advance, and the support period begins on the product's ship
or renewal date. Support is not available for target connectors and
target adapters.

*A standard annual support agreement for these products provides the
customer with the same services as outlined in the Annual Support and
Maintenance for current releases with the exception of patch releases,
bug fixes, maintenance updates or firmware updates.*

**Renewals**

Maintenance contracts are not renewed automatically. Customer must
designate a named contact person and an alternate contact person for
each installation site at which contact person shall submit problem
reports and receive all corrections, Updates, Patches, Workarounds,
correspondence and other communications concerning the Software.

A lapsed contract period of 3 years or less may be reinstated upon
payment of fees equal to 100% of the Support and Maintenance fee for the
lapsed period plus a 20% reinstatement premium of the annual contract,
payable in advance along with the one-year Support and Maintenance fee
for the year going forward.

5.  Purchase Order

In order to process your P.O. (purchase order) as quickly and
efficiently as possible we kindly request you include the following
information:

-   Purchase orders must be in a written format sent to us by fax, email
    or postal mail

-   Please issue the total amount of all ordered items

-   Please provide Ship To and Bill To addresses

-   A signature on the P.O. respective for P.O.'s that have been
    produced by an automated system, a notification that this P.O. is
    valid without a signature

-   If your company does not use a commercial PO System which creates an
    automatic PO number, please state the following on your PO: We
    hereby confirm that we do not use a commercial PO System and that
    this order is the original order.

6.  Deliverable Products:

All software products quoted in this quotation and provided at delivery
include the executable object code on CD and with online support
documentation. Unless otherwise stated in this quote or related product
data sheet, source code is not provided nor is access to source code.
Software products quoted are enabled via a license key scheme tied to a
specific customer development environment (e.g., the computer hardware
on which the software is installed, etc.,). Wind River will provide the
enabling license key for the software with delivery of the software and
related hardware products were applicable. Issuances of replacement
license keys are provided for maintenance purposes to facilitate the
repair, replacement or upgrade of computer hardware originally deployed
in the proscribed development environment. Replacement license keys are
issued when requested in writing subject to the services provided under
Support Maintenance Coverage.

7.  Payment Terms and Delivery

-   All prices quoted are in USD and are exclusive of taxes,
    freight charges, insurance and duties where applicable.

-   **Freight charges are the responsibility of the customer**.

-   All items will be taxed unless otherwise specified on your Purchase
    Order. If these items are tax exempt or for resale, please include a
    copy of the appropriate certificates with your Purchase Order.

-   Delivery is F.O.B. point of Origin.

-   In most cases, the product(s) ordered will be delivered within 15
    days of receipt of a Purchase Order.

-   Product codes are subject to change.

-   All items will be delivered in CD-ROM format unless otherwise
    specified.

-   All payments are Net 30 days upon approval of credit.

```{=html}
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```
-   Errors and omission are excluded

-   Remit payments to: Bank Information for Wire Transfer 

> Wind River Systems, Inc.
>
> Wells Fargo Bank, Oakland, CA US
>
> ABA 121000248
>
> Swift Code: WFBIUS6S
>
> Beneficiary: Wind River Systems, Inc.
>
> Account #: 4129082137

Product prices set forth in this quotation do not include fees for
freight, shipping and handling  (collectively, the "Freight Charges").  
Freight Charges will be calculated at the time of shipment prepaid by
Wind River and re-billed in the applicable invoice to you. 
Additionally,* *Freight Charges* *may be subject to tax in certain
jurisdictions.  Any such taxes will be included in the applicable
invoice to you.

8.  Sales Tax

Items listed above will be taxed unless otherwise specified on your
purchase order. If items are not taxable your purchase order must
clearly state the type of exception being claimed, the associated
exemption number, and a copy of the appropriate certificate must be
included with your purchase order if Wind River does not already have a
copy on file.

Please note Support Contracts may be subject to Sales Tax in most states
as the contract may include product updates, which are treated as
Tangible Personal Property. Wind River Systems Inc. assesses the
appropriate General, Harmonized and Quebec Sales Taxes on all Sales
shipped to Canada.

9.  Valid

Prices quoted are valid from 9/19/2007 to 10/19/2007.