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# [Quotation Reference No.]{.underline} : - 

\% , \"

**Phone**:

**Fax**:

Dear ,

Wind River Systems is pleased to provide you with the following
quotation to renew the maintenance contract for your Wind River License
number for the Project**.** Support is valid to END DATE and is
currently covered by your purchase order .

**To renew support, we must have a copy of the purchase order faxed to**
**, ATTN:** **.** Please include above reference number on your purchase
order.

# SALES TAXES:

Items listed below will be subject to sales tax unless otherwise
specified on your purchase order. If items are not taxable your Purchase
Order must clearly state the type of exception being claimed and the
associated exemption number. Additionally, a copy of the appropriate
certificate must be included with your Purchase Order, if Wind River
Systems does not already have a copy on file. To verify that Wind River
Systems already has a copy of your certificate please call your Inside
Sales Representative.

Please note Maintenance Contracts will be subject to Sales Tax in most
states as the contract includes product upgrades, which are treated as
Tangible Personal Property.

*and where applicable*

# CANADIAN GST, HST AND QST SALES TAXES

Wind River Systems Inc. assesses the appropriate General, Harmonized and
Quebec Sale Taxes on ALL Sales shipped to Canada.

List of Products to be supported by

  ----------------------- ---------------------------- ----------------------- ------------------------- ---------------------------- ----------------------
  **[License              **[Product                   **[Product              **[Support                **[Quantity]{.underline}**   **[Total
  Number]{.underline}**   Description]{.underline}**   Number]{.underline}**   Coverage]{.underline}**                                Price]{.underline}**

  15                      VxWorks: OEM License Support 531-96000               2/16/2003-2/16/2004       1                            \$2,550.00
                          and Maintenance Renewal                                                                                     

  15                      Tornado 2.2 Professional     531-95971               2/16/2003-2/16/2004       3                            \$6,120.00
                          Support and Maintenance                                                                                     
                          Renewal                                                                                                     

  15                      VxWorks: OEM License Support 531-96000               2/16/2003-2/16/2004       1                            \$2,550.00
                          and Maintenance Renewal                                                                                     

  15                      Tornado 2.2 Professional     531-95971               2/16/2003-2/16/2004       3                            \$6,120.00
                          Support and Maintenance                                                                                     
                          Renewal                                                                                                     

  **Total**                                                                                                                           **\$17,340.00**
  ----------------------- ---------------------------- ----------------------- ------------------------- ---------------------------- ----------------------

Note\* if your Tornado Pro or Power Pro seat included a CodeTest module,
Wind River is not able to renew support for that product at this time.
We apologize for this inconvenience. However, if you call for technical
assistance for your CodeTest product, we will try to assist you as best
as we can.

**REINSTATEMENT OF LAPSED MAINTENANCE\
**A lapsed contract may be reinstated upon payment of a reinstatement
fee equal to 50% of the Support and Maintenance fee, payable in advance
along with the one-year support and maintenance contract fee.

1\. Description of Products and Services

Standard support includes product update releases, Software Problem
Report (SPR) resolution, WindSurf and telephone hot-line support for
usage questions, etc.

Support will be provided to (see number of users above) technical
contact located at the site listed above. You are currently listed as
the technical contact.

2\. Terms

All payments are Net 30 days upon approval of credit. Wind River Systems
will pay freight charges. **[Items listed above 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
certificate with your purchase order, if Wind River does not already
have a copy on file.]{.underline}**

3\. Validity

All prices are quoted in US\$ dollars and are valid for 30 days.

Sincerely,

**Wind River Systems**

Phone

Fax

Email

**EXCITING NEWS FROM WIND RIVER!**

**Wind River is please to announce the release of Tornado 2.2!**

As a general update to the Tornado II platform, Tornado 2.2 will be
available at no\
charge to Tornado customers and WindLink partners with an existing
maintenance\
agreement.

Tornado 2.2 is a substantial update and re-release of the Tornado II
platform. Tornado 2.2 will be released in August 2002, and will be the
standard Tornado II platform shipping for all major target
architectures.

Key features of Tornado 2.2 include:

-   An updated version of VxWorks (VxWorks 5.5)

-   New GNU and Diab compiler support

-   An updated run-time and BSP packaging model

-   A large number of enhancements and bug fixes throughout the product
    line

-   FlexLM license management

-   Support for the latest versions of Windows and Solaris

-   Support for all leading target architectures, including many new
    processor derivatives

Don't miss out on this great opportunity -- contact your Renewals
representative today to ensure your support is valid to receive this
latest release!

**WIND RIVER SYSTEMS, INC.**

**SOFTWARE SUPPORT AND MAINTENANCE SERVICES AGREEMENT**

This Software Support and Maintenance Services Agreement (the
"Agreement") sets forth the terms and conditions under which Wind River
Systems, Inc. ("Wind River") is willing to provide Software support
services to licensees of certain Wind River Software ("Customers"). By
payment of the annual support fee, Customer hereby agrees to the
following terms and conditions:

1.  **[Definitions]{.smallcaps}.\
    **

    1.  "**Error**" is defined in Section 3.2.

    2.  **"Object Code"** means computer software in a form not readily
        perceivable by humans and suitable for machine execution without
        the intervening steps of interpretation or compilation.

    3.  **"Patch(es)"** means additional programming code to be
        integrated with the Software to correct an Error or alleviate
        its effects.

    4.  **"Software"** means the Wind River software product licensed to
        Customer pursuant to a Software License Agreement and for which
        the Customer has paid the applicable annual support fee, any
        Patches, Updates and Upgrades, and any accompanying
        documentation provided by Wind River.

    5.  **"Software License Agreement"** is defined in Section 5.4.

    6.  "**Source Code**" means computer software in human readable form
        that is not suitable for machine execution without the
        intervening steps of interpretation or compilation.

    7.  **"Support Term"** means, subject to Wind River's receipt of
        Customer's payment for the applicable annual Software support
        fee, the period commencing upon the effective date of Customer's
        initial licensing of the Software pursuant to the Software
        License Agreement and continuing for an initial term that
        expires one (1) year thereafter, and for any one (1) year
        renewal terms agreed to in accordance with Section 6.1.

    8.  **"Training Materials"** means all materials provided by Wind
        River to Customer as part of the training services (if any)
        provided by Wind River to Customer during the Support Term,
        including instructional materials, user manuals, software and
        related documentation.

    9.  **"Update"** means a modification, correction or addition to the
        Software or documentation, including updates and enhancements
        (generally denoted by a change to one or more numbers to the
        right of the decimal point in the name of the Wind River
        product) that Wind River makes available to its commercial
        customers as a part of the standard support services under a
        software support and maintenance agreement without additional
        charge. The definition of "Update" excludes Upgrades.

    10. **"Upgrade"** means an enhancement or addition to the Software
        other than an Update (generally denoted by a change to one or
        more numbers to the left of the decimal point in the name of a
        Wind River product) which Wind River does not make available to
        its commercial customers as a part of the standard support
        services under a software support and maintenance agreement but
        rather is only made commercially available subject to payment of
        a separate incremental license fee or upgrade charge.

    11. **"Workaround(s)"** means a series of instructions, procedural
        steps or usage clarifications to avoid an Error or circumvent
        its effects. A Workaround does not involve issuance of new
        programming code.

2.  **[Training Services]{.smallcaps}**. If Customer requests Wind River
    provide training services with respect to the Software during the
    Support Term, Wind River will use reasonable commercial efforts to
    provide such services at a time, location, and for the number of
    students agreed by the parties. If the training location is not a
    Wind River facility, Customer will provide at its expense adequate
    facilities and equipment required for the training at the specified
    facility and reimburse Wind River for its reasonable travel expenses
    in connection with the training provided at such facility. If
    Customer postpones or cancels a training class, Wind River may
    charge Customer Wind River's standard postponement or cancellation
    fees. If Customer and Wind River have executed a separate training
    services agreement, that agreement will govern Wind River's
    provision of training thereunder and the terms therein will
    supersede the training-specific terms in this Agreement.

3.  **[Support Services]{.smallcaps}**. During the Support Term, Wind
    River shall perform the following support services:

    1.  **Updates**. Wind River will deliver to Customer one (l) copy of
        any Software Updates in the form the Software was originally
        provided to Customer (i.e., Object Code or Source Code) and
        one (1) set of documentation Updates for each type of Software
        product licensed by Customer, as Wind River makes such Updates
        available for general release and to the extent such Updates
        apply to Software covered by this Agreement.

    2.  **Errors**. Wind River will use reasonable commercial efforts in
        accordance with Section 3 to remedy programming errors in the
        Software in the form provided by Wind River that prevent the
        Software from substantially conforming to its specifications
        ("Errors"). Such remedy may consist of corrected portion(s) of
        the Software, Patches, or communication to Customer of a
        Workaround that gives Customer the ability to achieve
        substantially the same functionality as would be obtained
        without the Error, as determined by Wind River.

    3.  **Telephone/E-mail Support**. Wind River will provide reasonable
        telephone and email technical support during Wind River's normal
        business hours as follows:

        a.  Wind River will provide reasonable assistance to Customer to
            determine if a problem Customer is encountering is
            attributable to an Error, and will address Errors in
            accordance with Section 3.2.

        b.  Wind River will answer questions concerning installation of
            Software as originally delivered by Wind River.

        c.  Wind River will provide reasonable assistance to Customer to
            resolve Customer's problems that occur during normal usage
            of the Software. Notwithstanding the foregoing, if Wind
            River determines that Customer requires ongoing help with a
            particular problem that is not caused by an Error, or that
            the resolution to such a problem involves customization of
            the Software, Wind River may, at its sole discretion, refer
            Customer to Wind River's professional services support group
            for assistance, for which Wind River requires an additional
            fee.

    4.  Notice of Errors. Customer shall provide Wind River with notice
        of Software problems by telephone (via the Wind River toll-free
        support number), by e-mail sent to
        [support@windriver.com](mailto:support@WindRiver.com)), or
        through another contact designated by Wind River. Such problem
        notice will contain sufficient information on computer-readable
        media, if practicable, for Wind River to reproduce the problem.

4.  **[Support Limitations]{.smallcaps}**.

    1.  **Discontinued/Obsolete Software**. Wind River will have no
        obligation to provide services for versions of a Software
        product or any portions, aspects or components thereof, that
        have been declared obsolete or discontinued by Wind River for
        one (1) year or more, or that have been superseded by an
        Upgrade, if one (1) year after such Upgrades have been released
        such Upgrades have not been licensed and installed by Customer.
        Wind River shall have no obligation to support Software that has
        not been maintained to the latest Update or Patch, if one (1)
        year after such Update or Patch has been released such Update or
        Patch has not been installed by Customer.

    2.  **General Limitations**. Wind River shall have no obligation to
        investigate or correct problems (including Errors) that cannot
        be reproduced by Wind River based on information provided by
        Customer, that are due to a breach by Customer of the terms of
        the Software License Agreement, or that cannot be remedied due
        either to the operational characteristics of the computer
        equipment on which the Software is used or to modifications to
        the Software made by Customer or any third party. If Wind River
        agrees to correct any problems not covered by this Agreement,
        Customer shall pay Wind River for all such work performed at
        Wind River's then-current standard time and materials charges.
        Such amount shall be due and payable within thirty (30) days of
        the applicable Wind River invoice date.

    3.  **Services**. Wind River shall have no obligation to provide
        support for any Wind River services, including but not limited
        to BSP implementation services, and including any software that
        Customer may receive as part of such services.

5.  **[Customer Responsibilities.\
    ]{.smallcaps}**

    1.  **Notice and Assistance**. Customer shall notify Wind River of
        Software problems in accordance with Section 3.4. Customer shall
        provide relevant information as requested by Wind River as well
        as sufficient support and test time on Customer's computer
        system to determine if a problem is attributable to an Error, to
        correct any Errors, and to determine if an Error has been
        corrected.

    2.  **Updates**. Customer shall incorporate the Updates as soon as
        practicable and acknowledges that failure to incorporate any
        such Update may make subsequent Updates unusable.

    3.  **Contact**. Customer must designate a named contact person and
        an alternate contact person for each Customer installation,
        which contact person shall submit problem reports and receive
        all corrections, Updates, Patches, Workarounds, correspondence
        and other communications concerning the Software. Customer shall
        notify Wind River, in writing, of any change in the contact
        person or the alternate contact person.

    4.  **License Compliance; Use Restrictions**. Subject to Section 8,
        Customer acknowledges that the Updates, Patches and any other
        software provided to Customer pursuant to this Agreement are
        subject to the terms and conditions of the license agreement
        pursuant to which Customer initially obtained the applicable
        Software ("Software License Agreement") and Customer agrees to
        abide by those terms and conditions. Customer may use the
        Training Materials solely for its internal development
        activities related to the Software. Customer may not copy,
        modify, distribute or disclose to third parties the Training
        Materials.

6.  **[Term and Termination.\
    ]{.smallcaps}**

    1.  **Term**. Wind River shall provide the Support services
        described in this Agreement during the Support Term. After the
        initial term, this Agreement may be renewed for additional
        one (1) year terms upon payment by Customer of the then-current
        annual support fee, unless either party gives written notice to
        the other party at least thirty (30) days prior to the
        expiration of the then current one (1) year term of its intent
        not to renew this Agreement. The duration of any training
        services provided during the Support Term will be agreed by the
        parties in writing.

    2.  **Termination**. Either party may terminate this Agreement if
        the other party materially breaches its obligations hereunder
        and fails to cure such breach within thirty (30) days of the
        non-breaching party's written notice thereof (except for
        breaches of Section 8 or Section 9, for which there is no cure
        period). Wind River may terminate this Agreement upon the
        occurrence of any event which would permit Wind River to
        terminate the Software License Agreement or any other agreement
        between Wind River and Customer. In the event of termination or
        expiration of this Agreement, all fees or charges then due and
        payable, or to become due and payable in the future based upon
        services already rendered, shall be immediately due and payable
        and Customer's obligations to pay such amounts shall survive the
        termination of this Agreement. The following sections shall
        survive any expiration or termination of this Agreement:
        Sections 5.4, 6.2, 7, 8, 9, 10, 11 and 12.

7.  **[Fees and Payment]{.smallcaps}**. Customer shall pay to Wind River
    the applicable annual support fees for the Software and the training
    fees (if any). Support fees shall be payable annually in advance,
    within thirty (30) days after the date of the applicable Wind River
    invoice, and shall accrue commencing upon the date the Software was
    licensed by Customer pursuant to the Software License Agreement.
    Training fees shall be payable within thirty (30) days after the
    date of the applicable Wind River invoice. Wind River may charge
    interest in the amount of one and a half percent (1.5%) per month,
    or the maximum rate permitted by applicable law, whichever is less,
    from the due date until paid for all fees not paid when due. Upon at
    least sixty (60) days notice to Customer prior to the commencement
    of any renewal support term, Wind River shall have the right to
    change the support fees that will apply during such renewal term.
    All fees are exclusive of taxes, and Customer shall pay all sales,
    use, services or other similar taxes, if any, applicable to the
    fees. If Customer purchases support for any Software Customer has
    licensed from Wind River, Customer must purchase support for all
    such Software Customer has licensed from Wind River.

8.  **[Proprietary Rights; Use of Source Code]{.smallcaps}**. All
    software and Training Materials delivered under this Agreement
    (including Updates and Patches) and any modifications thereto shall
    be owned by Wind River. At Wind River's sole discretion, certain
    Updates and Patches may be provided to Customer in Source Code. If
    Customer's Software License Agreement contains a Source Code license
    grant (including Software License Agreements with a "reference
    source code" license grant), then the terms and conditions of that
    license grant shall govern Customer's use of the Source Code Update
    or Patch. If Customer's Software License Agreement does not contain
    a Source Code license grant, Wind River hereby grants Customer a
    restricted, personal, non-transferable, non-exclusive, internal-use
    license to use and modify the Source Code provided in an Update or
    Patch solely to the extent necessary to remedy any Error and to
    incorporate the Update or Patch into the Software as specified by
    Wind River. Customer acknowledges and agrees that: (i) except as set
    forth above, the use of such Source Code shall be in strict
    accordance with the terms and conditions of the applicable Software
    License Agreement; (ii) if Customer has obtained the right to
    distribute the Software, or any portions thereof, pursuant to the
    Software License Agreement, Customer shall compile the Source Code
    Updates or Patches provided by Wind River hereunder into Object Code
    prior to any such distribution and shall distribute and use such
    Updates or Patches in Object Code only and in strict accordance with
    the terms and conditions of the applicable Software License
    Agreement; and (iii) that such Source Code is Confidential
    Information as described in Section 9. Customer acknowledges that
    Wind River has no obligation to provide, and Customer has no right
    to receive, the Source Code for the Software or any Update or Patch.

9.  **[Confidential Information]{.smallcaps}**. In the event either
    party obtains access to the Confidential Information (defined below)
    of the other party in the course of performing this Agreement, the
    party obtaining such information shall maintain the confidentiality
    of such information in the same manner it maintains the
    confidentiality of its own similar Confidential Information, but in
    no event with less than reasonable care. "Confidential Information"
    of either party means any information disclosed on written or
    magnetic media during the Support Term that is marked "confidential"
    or with a similar legend at the time of disclosure to the receiving
    party. Notwithstanding the foregoing, all Updates, Patches,
    Workarounds, Training Materials and any software provided by Wind
    River pursuant to this Agreement shall be deemed Confidential
    Information without regard to whether such items are marked
    "confidential" or with a similar legend. Confidential information
    shall not include any information that is (a) published or otherwise
    available to the public other than by breach of this Agreement; (b)
    rightfully received by the receiving party from a third party
    without confidentiality limitations; (c) independently developed by
    the receiving party without reference to the Confidential
    Information; (d) known to the receiving party prior to its first
    receipt of same from the disclosing party; or (e) hereinafter
    disclosed by the disclosing party to a third party without
    restriction on disclosure. If any Confidential Information must be
    disclosed to any third party by reason of legal, accounting or
    regulatory requirements beyond the reasonable control of the
    receiving party, the receiving party shall promptly notify the
    disclosing party of the order or request and permit the disclosing
    party (at its own expense) to seek an appropriate protective order.
    This Agreement shall not be construed to prohibit, and Wind River
    shall be entitled to use for any purpose, including without
    limitation use in development, manufacture, promotion, sale, support
    and maintenance of Wind River's or its customers' products and
    services any information received from Customer in association with
    the support services described in this Agreement that may be
    retained as know how, ideas, processes or expertise in the unaided
    memories of Wind River's personnel.

10. [**Disclaimer**. Wind River and its licensors provide no warranty,
    express, implied, or statutory including, without limitation, any
    implied warranty of merchantability, fitness for a particular
    purpose, title or noninfringement of third party rights related to
    the Updates, Patches, Workarounds, Training Materials or any
    services provided hereunder.]{.smallcaps}

11. **[Limitation of Liability]{.smallcaps}**. [Wind River and its
    licensors shall not be liable for any incidental, special,
    consequential or indirect damages of any kind arising from or
    related to this Agreement (including damages for interruption of
    business, procurement of substitute goods, loss of profits, or the
    like) regardless of the form of action whether in contract, tort
    (including negligence), strict product liability or any other legal
    or equitable theory even if Wind River has been advised of the
    possibility of such damages. In no event will Wind River's aggregate
    cumulative liability for any claims arising out of or related to
    this agreement exceed the fees paid to Wind River by Customer
    hereunder.\
    ]{.smallcaps}

12. **[General]{.smallcaps}**. Customer shall not export or reexport any
    software or Training Materials received pursuant to this Agreement
    in violation of the export control laws of the United States and/or
    any other jurisdiction. This Agreement will be governed in all
    respects by the laws of the State of Delaware without regard to
    conflict of principles of laws. All disputes arising under this
    Agreement shall be brought in Superior court of the State of
    California in Alameda County or the Federal District Court of San
    Francisco, California as permitted by law. If any legal action or
    proceeding is brought for the enforcement of this Agreement, or
    because of any alleged dispute, breach, default or misrepresentation
    in connection with any of the provisions of this Agreement, the
    successful or prevailing party or parties shall be entitled to
    recover reasonable attorneys' fees and other costs incurred in that
    action or proceeding, in addition to any other relief to which such
    party may be entitled. If any provision or provisions of this
    Agreement are determined to be invalid, illegal or unenforceable,
    the validity, legality and enforceability of the remaining
    provisions of this Agreement will not in any way be affected or
    impaired thereby. This Agreement may not be assigned, sub-licensed,
    or otherwise transferred by Customer without Wind River's prior
    written consent. Nothing contained herein shall be construed as
    creating any agency, employment relationship, partnership,
    principal-agent or other form of joint enterprise between the
    parties. This Agreement constitutes the complete, final and
    exclusive statement of the agreement between Wind River and
    Customer, which supersedes all proposals, oral or written, and all
    other communications between the parties relating to the subject
    matter of this Agreement. No waiver, alteration or modification of
    the provisions of this Agreement will be valid unless made in
    writing and signed by a corporate officer of Wind River. Each party
    agrees that use of pre-printed forms, such as purchase orders or
    acknowledgements, is for convenience only and all terms and
    conditions stated thereon are void and of no effect.

Should you have any questions concerning this Agreement, please write:
Wind River Systems, Inc., Vice President, Intellectual Property and
Legal Affairs, 500 Wind River Way, Alameda, CA 94501.