Exhibit 10.2

TECHNOLOGY LICENSEANDDISTRIBUTION AGREEMENT

This
Technology License and Distribution Agreement (the Agreement) is
entered into this 31 day of October, 1995 (the Effective Date)
between Sun Microsystems, Inc., acting by and through its Java Products Group
(SUN) with its principal place of business at 2550 Garcia Avenue,
Mountain View, California 94043 and Borland International, Inc. a Delaware
corporation with its principal place of business at 100 Borland Way, Scotts
Valley, California 95066-3249 (Licensee).

RECITALS

WHEREAS
SUN wishes to license its JAVA programming language and HOTJAVA
Browser and related technology, while maintaining compatibility among JAVA
language based products; and

WHEREAS SUN wishes to protect and promote certain trademarks
used in connection with JAVA technology; and

NOW THEREFORE, Sun and Licensee enter into this Technology
Licensing and Distribution Agreement (TLDA) on the following terms.

|1.0 | DEFINITIONS
|--- | -----------

1.1      
Applet Application Programming Interface or AAPI means the
public application programming interface to the Technology, including all public
class libraries and interfaces.

1.2      
Applet means a Java application which runs on the AAPI.

1.3      
Applet Classes means the Java classes listed in Exhibit A.

1.4      
Documentation means users manuals and programmers
and system guides which SUN provides for use with the Technology and which are
more particularly identified in Exhibit A.

1.5      
Derivative Work(s) means: (i) for material subject to
copyright or mask work right protection, any work which is based upon one or
more pre-existing works of the Technology, such as a revision, modification,
translation, abridgement, condensation, expansion, collection, compilation or
any other form in which such pre-existing works may be recast, transformed or
adapted, (ii) for patentable or patented materials, any adaptation, subset,
addition, improvement or combination of the Technology, and (iii) for material
subject to trade secret protection, any new material, information or data
relating to and derived from the Technology, including new material which may be
protectable by copyright, patent or other proprietary rights, and, with respect
to each of the above, the preparation, use and/or distribution of which, in the
absence of this Agreement or other authorization from the owner, would
constitute infringement under applicable law. Derivative Works specifically
excludes Product(s), Value Added Open Packages, Licensee Software, and
Licensee-implemented modifications to (i) the Platform-Dependent Part of the
Java Runtime Interpreter and (ii) the HotJava Browser.

1.6      
Intellectual Property Rights means all intellectual property
rights worldwide arising under statutory or common law, and whether or not
perfected, including, without limitation, all (i) patents, patent applications
and patent rights; (ii) rights associated with works of authorship including
copyrights, copyright applications, copyright registrations, mask work rights,
mask work applications, mask work registrations; (iii) rights relating to the
protection of trade secrets and confidential

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information; (iv) any right
analogous to those set forth in this Section 1.6 and any other proprietary
rights relating to intangible property (other than trademark, trade dress, or service mark rights); and
(v) divisions, continuations, renewals, reissues and extensions of the foregoing (as and
to the extent applicable) now existing, hereafter filed, issued or acquired.

1.7      
Java Runtime Interpreter means the program which implements
the Java Virtual Machine, as specified in the Java Virtual Machine
Specification. The Java Runtime Interpreter consists of the Shared Part and the
Platform-Dependent Part.

1.8      
Licensee Software means any software developed by Licensee
which is not a Derivative Work of the Technology and which is designed to run on
Technology or any portions thereof.

1.9      
Platform Dependent Part means those source code files of the
Technology which are not in a share directory or subdirectory
thereof as provided by SUN and which must be compiled with the share
files to produce the Java Runtime Interpreter.

1.10     
Product(s) means Licensees current and future
product(s) which implement, integrate and/or embody, in whole or in part, the
Technology and/or Licensee-developed Derivative Works thereof, and which are
more particularly identified in Exhibit B. Licensee may amend Exhibit B to add
Product(s) from time to time. Product must represent a significant
functional and value enhancement to the Technology such that the primary reason
for a customer to license such Product is other than the right to receive a
license to the Technology. Product must operate in conjunction with
the Technology and shall not include other technology which interprets Java
bytecodes which replaces or substitutes for the Technology.

1.11     
Shared Part means those source code files of the Technology
which are in any share directory or subdirectory thereof as provided
by SUN which must be compiled with the Platform Dependent Part to produce the
Java Runtime Interpreter.

1.12     
Source Code  means the human readable version, in whole or in
part, of the Technology supplied to Licensee and any corresponding comments and
annotations.

1.13     
Technology means the Java Runtime Interpreter, Java Compiler,
HotJava Browser, and the Applet Classes developed by SUN, as more particularly
identified in Exhibit A, and Upgrades thereto.

1.14     
Trademarks means all names, logos, designs, characters, and
other designations or brands used by SUN in connection with the Technology.

1.15     
Upgrades means any bug fixes, modifications, variations,
enhancements, or revisions of the Technology for the platforms specified in
Exhibit C which SUN generally licenses as part of the Technology. The term
Upgrades does not include ports of the Technology to additional
platforms.

1.16     
Value Added Open Packages means additional Java classes
developed by Licensee which represent extensions to the AAPI, and which are made
available to third parties in either source or binary form to use in the
development of additional Java-based software.

1.17     
HotJava Browser means the Java classes more particularly
identified as Technology: HotJava Browser in Exhibit A.

1.18     
Java Compiler means the Java programs more particularly identified as Technology:
Compiler in Exhibit A.

|2.0 | LICENSE GRANTS
|--- | --------------

2.1      
Source Code License

| | a.    Subject
to the terms and conditions contained in this Agreement and subject to payment to SUN of
the applicable license fees specified in Exhibit C, SUN hereby grants to Licensee, and
Licensee hereby accepts, under the Intellectual Property Rights of SUN, a worldwide,
non-exclusive, non-transferable license, without the right to sublicense (except as
specified in Sections 2.1b (iii) and 2.2 (b) below), to access, use, modify, reproduce
and view the
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | Technology in Source Code form, solely for the purpose(s) of porting,
developing, compiling to binary form and supporting Product(s), Licensee Software, Value
Added Open Packages, and Licensee-implemented modifications to the Platform Dependent
Part. Licensee shall have no right to modify the interface or the functional behavior of
the Java Runtime Interpreter or the Applet Classes and explicitly shall not have the
right to modify or create a subset of the AAPI.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Except
as specified in Section 2.1b (iii), Licensee shall have no right to distribute the Source
Code of the Technology or of Derivative Works, whether alone or as incorporated with
Product(s), Licensee Software, Value Added Open Packages, Licensee-implemented
modifications to the Platform Dependent Part, or Upgrades.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b.    
Porting.
| | ---------------

| | (i)
          Licensee may port the Platform Dependent Part to platforms other than those
          specified in Exhibit C. Licensee may use the Source Code of the Shared Part of
          the Java Runtime Interpreter to develop Products, *****, and
          Licensee-implemented modifications to the Platform Dependent Part, but if it
          uses such Source Code, it must use all of it without modification.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
          SUN will work with Licensee to identify any changes which are necessary to the
          Shared Part of the Technology to allow porting, optimization, or other
          platform-specific modifications thereto in accordance with the procedure
          specified below:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Licensee
          may at any time during the term of this Agreement provide SUN with a detailed
          written request that a specifically identified portion of the Shared Part of the
          Technology be modified, including the reason(s) for such proposed modification
          and support for their belief that compatibility will not be compromised by such
          modification. SUN will respond to Licensees request *****, indicating
          whether, in SUNs sole discretion, the portion of the Shared Part that is
          the subject of Licensees request will be moved into the Platform Dependent
          Part of the Technology. If SUN informs Licensee that such portions will be moved
          from the Shared Part, Licensee may make such modifications, subject to its
          obligation to maintain compatibility hereunder.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | If
          SUN determines that such portions may not be moved from the Shared Part, SUN may
          offer to make the modifications to the Shared Part in a timely fashion, or
          authorize Licensee to make such modifications. If Licensee makes such
          modifications, the changes can be made only for the purpose and platform
          specified, and only as long as compatibility with the Virtual Machine
          specification and with then-current test suites (or a new test suite created
          expressly for such modifications) is maintained. Any additional test suites
          which may be provided by SUN shall not count against the limitation of four (4)
          test suites per year specified in Section 2.4. The changes shall be considered
          Derivative Works, and SUN shall have no obligation to incorporate such changes
          into any future releases of the Technology.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
          Licensee may sublicense and deliver a copy of the Source Code of the Technology
          to third parties only in association with the delivery and sublicensing of
          Licensee Products, and solely for the purpose of enabling such third party to
          port or localize Products for Licensee. Any such sublicense shall be made
          subject to terms and conditions relating to ownership, use, and confidentiality
          of the Technology substantially similar to those contained herein.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)
Licensee may localize the Technology to support distribution of Licensee's First Customer
Shipment (FCS) versions of the Product(s). Licensee's modifications for the purpose of
localization shall be considered Derivative Works. The parties understand that SUN
intends to support localization in the Technology, and Licensee agrees to follow SUNs
standard localization strategy.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c.    
Bug Fixes. Licensee will inform SUN promptly, and no later than it informs any third
party, of any bugs in and bug fixes for the Technology, and Licensee will make such bug
fixes available to SUN free of all restrictions promptly as they are identified.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|***** |  | Confidential treatment has been requested for the redacted portions. The
          confidential redacted portions have been filed separately with the Securities
          and Exchange Commission.
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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2.2      
Binary Code License.

| | a.    
SUN hereby grants and Licensee hereby accepts a non-exclusive, worldwide, fully paid up
license to use an unlimited number of copies of the Technology in binary form, for
Licensees internal use during the term of this Agreement.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b.    
Worldwide Distribution. Licensee may distribute the Product(s), Licensee Software,
Value Added Open Packages, Licensee-implemented modifications to the Platform Dependent
Part, Upgrades and associated Documentation provided to Licensee by SUN in binary form
worldwide and may use such distribution channels as Licensee deems appropriate, including
distributors, ISVs, resellers, dealers and sales representatives (collectively, Distributors),
provided, however, that such Distributors shall not modify the Technology or any portions
thereof.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.3      
Documentation.

| | a.    
SUN hereby grants to Licensee, and Licensee hereby accepts, under SUNs Intellectual
Property Rights, a non-exclusive, non-transferable license (i) to use and distribute the
unmodified Documentation, (ii) to use and modify the Documentation to create technically
accurate unaltered subsets of the documentation which shall include all the relevant SUN
copyrights, notices, and marks, (iii) to translate the Documentation into other languages
for use and distribution with non-U.S. versions of Product(s), and (iv) to distribute
such modified and/or translated Documentation. Licensee may also use a pointer to the SUN
Documentation on the Internet in connection with distribution of the Product(s).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.4      
Compatibility

| | a.    
Java Compatibility
| | -------------------------

| | (i)
          Initially, the AAPI shall be that which is reflected in the Technology as
          identified in Exhibit A, by the bytecode specification in the Documentation
          entitled Java Virtual Machine Specification and by the Java language
          specification in the Documentation entitled Java Language
          Specification. Subsequently, the AAPI may be modified by SUN and SUN will
          give Licensee written notice thereof.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
          From time to time, SUN shall supply Licensee with test suites at no cost for
          validating that the portion of Licensees Product which interprets Java
          bytecodes complies with the then-current specification of the AAPI as defined by
          SUN as of the date of that test suite (Java Test Suite). Without the
          consent of Licensee, which consent shall not be unreasonably delayed or denied,
          SUN shall not supply more than four (4) versions of such Java Test Suites in any
          one (1) calendar year. SUN shall use reasonable efforts to review any changes to
          such Java Test Suites as much in advance as possible with Licensee, but failure
          of SUN to do so shall not constitute a breach of this Agreement and shall not
          invalidate any such Java Test Suite supplied by SUN. Changes to Java Test Suites
          to correct errors shall not be counted against the limitation to four (4).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
Each revision of a Product released by Licensee must pass the Java Test Suite
that was current one hundred twenty (120) days before First Customer Shipment of
such Product. Licensee shall not release or distribute to any third party the
portion of Licensees Product that interprets Java bytecodes, which does not successfully
pass such Java Test Suite. If Licensee
provides SUN with a copy of an existing publicly-available Applet which Licensee in good
faith believes cannot be made to operate using best engineering efforts under any Java
Runtime Interpreter which successfully passes the Java Test Suite, then Licensee shall be
released from compatibility with the minimum portion of the Java Test Suite necessary to
cause that application to be able to operate until such time as SUN provides to Licensee
a corrected or new Java Test Suite, and a demonstration and technical description
adequate for implementation of a system which both runs the application and such Java
Test Suite.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)
Licensee shall promptly announce and use best efforts to ship Product(s) based
on Upgrades to the Technology (excluding solely HotJava-specific Upgrades) as
delivered by
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | SUN
during the term of this Agreement. Licensee shall use best efforts to correct any
incompatibility with the AAPI, as determined by the applicable Java Test Suite, which
arises from integrating such Upgrade, whether such incompatibility is detected before or
after FCS of the affected Product(s).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)
          Branding and Trademarks. Licensee shall use a logo specified by SUN that
          indicates compatibility with the Java Test Suites (the Java Compatibility
          Logo) in a trademark manner on all Licensee Product(s) distributed
          hereunder. The terms and conditions governing the parties agreement as to
          trademarks, logos, and branding shall be governed by the Trademark License
          entered into herewith, attached as Exhibit G hereto, and incorporated by
          reference herein.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b.    
HotJava Compatibility
| | ----------------------------

| | (i)
          The HotJava Browser code can only be used and/or shipped with Java
          implementations that are AAPI compliant, as tested by the then-current Java Test
          Suite from SUN, under the same rules as described in Sections 2.4(a).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
          Any works derived from the HotJava Browser source which has the capability to
          browse the World Wide Web must support execution of AAPI-compliant applications
          using the standard Applet tag as defined in Exhibit F.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
          From time to time SUN shall supply Licensee with test suites at no cost for
          validating that software which is derived from the HotJava Browser is compatible
          with the then-current base implementation of the HotJava Browser as defined by
          SUN as of the date of that test suite (HotJava Test Suite). Without
          the consent of Licensee, which consent shall not be unreasonably delayed or
          denied, SUN shall not supply more than four (4) versions of such Test Suites in
          any one (1) calendar year. SUN shall use reasonable efforts to review any
          changes to such HotJava Test Suites as much in advance as possible with
          Licensee, but failure of SUN to do shall not constitute a breach of this
          Agreement and shall not invalidate any such HotJava Test Suite supplied by SUN.
          Changes to HotJava Test Suites to correct errors shall not be counted against
          the limitation to four (4).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)
          Licensee shall make reasonable commercial efforts to conform any work derived
          from the HotJava Browser to the HotJava Test Suite most recently supplied by
          SUN. Licensee shall be allowed to use the logo specified by SUN that indicates
          compatibility with the HotJava Test Suites (the HotJava Compatibility
          Logo) on derived work only if it passes such HotJava Test Suites and if
          Licensee commits its intent to conform to future such test suites. Licensee may
          create and distribute Product(s) derived from the HotJava Browser which do not
          pass the HotJava Test Suite, provided that the HotJava Compatibility Logo is not
          used in conjunction with such Product(s), and such Product(s) are Java
          Compatible as specified in Section 2.4(a).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c.    
Compiler Compatibility
| | -----------------------------

| | (i)
          Any Product(s) that performs compiling function must continue to compile the
          complete Java language as described in the Java Language Specification, and be
          able to generate fully-interpretable machine-independent bytecodes for the Java
          Virtual Machine.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
          From time to time, SUN shall supply Licensee with test suites at no cost for
          validating that the portion of Licensees Product which interprets Java
          bytecodes complies with the then-current specification of the AAPI as defined by
          SUN as of the date of that test suite (Java Language Test Suite).
          Without the consent of Licensee, which consent shall not be unreasonably delayed
          or denied, SUN shall not supply more than four (4) versions of such Java
          Language Test Suites in any one (1) calendar year. SUN shall use reasonable
          efforts to review any changes to such Java Language Test Suites as much in
          advance as possible with Licensee, but failure of SUN to do so shall not
          constitute a breach of this Agreement and shall not invalidate any such Java
          Language Test Suite supplied by SUN. Changes to Java Language Test Suites to
          correct errors shall not be counted against the limitation to four (4).
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (iii)
          Licensee shall promptly announce and use best efforts to ship Product(s) based
          on Upgrades to the Technology as delivered by SUN during the term of this
          Agreement. Licensee shall use best efforts to correct any incompatibility with
          the AAPI, as determined by the applicable Java Language Test Suite, which arises
          from integrating such Upgrade, whether such incompatibility is detected before
          or after FCS of the affected Product(s).
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.5.      Value
Added Open Packages

| | (i)
          Licensee shall deliver to SUN free of all restrictions the specification for the
          application programming interface for Value Added Open Package as early as is
          reasonably possible but in no event later than the date on which it first
          provides such specification or an implementation thereof to any third party.
          Included in such specification shall be an appropriate test suite sufficiently
          detailed to allow SUN and third parties to produce compatible implementations of
          the specification. Licensee shall use its reasonable commercial efforts to
          clarify and correct the specification or the test suite upon written request by
          SUN and failure to do so within sixty (60) days after such request shall
          constitute breach of this Agreement.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
          Licensee shall notify SUN as soon as it has made any general disclosure (i.e.,
          not subject to confidentiality obligations) of such specification, or first
          releases a Product implementing such specification, after which SUN shall have
          no obligation of confidentiality whatsoever with respect to such specification,
          and Licensee agrees that it will take no steps whatsoever to prevent SUN or any
          third party from creating implementations based on such specification, provided
          that such implementations do not violate Licensees patents, copyrights
          (except that Licensee agrees that it will not enforce copyright claims that
          relate to interface or compatibility) or trade secrets in the implementation of
          the Value Added Open Packages.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
          Licensee shall confine the names of all Value Added Open Packages to names
          beginning with COM.Licensee or such other convention as SUN may
          reasonably require and shall not modify or extend the names of public class or
          interface declarations whose names begin with java,
          COM.sun or their equivalents in any subsequent naming convention.
          Licensee will make reasonable commercial efforts to ensure that other commercial
          software packages which it redistributes conform to this convention.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)
          Licensee hereby grants and SUN hereby accepts a non-exclusive, worldwide,
          fully-paid-up license to use an unlimited number of copies of the Value Added
          Open Packages, in binary form, for SUNs internal use, such use including
          but not limited to demonstration rights. Licensee agrees to reasonably negotiate
          in good faith with SUN the terms of a commercial license for the source code of
          the Value Added Open Packages. The parties agree that the fees and other terms
          and conditions of this Agreement are a reasonable standard against which
to judge such a license on a proportionate basis comparing the scope and complexity of
the portion of the Value Added Open Package being licensed to the scope and complexity of
the Technology.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.6      
Ownership

| | a.    
Ownership by SUN. SUN retains all right, title and interest in the Technology,
including Derivative Works, Documentation, Upgrades, bug fixes, and Trademarks, and
associated Intellectual Property Rights, but excluding Product(s), Value Added Open
Packages, Licensee Software, and Licensee-implemented modifications to the
Platform-Dependent Part of the Java Runtime Interpreter and modifications to the HotJava
Browser, and associated Intellectual Property Rights (subject to SUNs underlying
rights in the Technology and associated Intellectual Property). Licensee agrees to
execute (in recordable form where appropriate) any instruments and/or documents as SUN
may reasonably request to verify and maintain SUNs ownership rights, or to transfer
any part of the same which may vest in Licensee for any reason. Licensee further agrees
to promptly deliver to SUN any Derivative Works of the Technology created by Licensee
pursuant to and during the term of this Agreement. SUN shall have no obligations of
confidentiality to Licensee for such Derivative
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | Works,
nor shall SUN be obligated to incorporate any such Derivative Works into the Technology.
| | -----------------------------------------------------------------------------------------------

| | b.    
Ownership by Licensee. Licensee retains all right, title and interest in the
Product(s), Value Added Open Packages, Licensee Software, and Licensee-implemented
modifications to the Platform-Dependent Part of the Java Runtime Interpreter and
modifications to the HotJava Browser, created by Licensee pursuant to and during the term
of this Agreement, subject to SUNs underlying rights in the Technology and
associated Intellectual Property Rights identified in Section 2.6a. In the event that the
parties desire to undertake joint development activities, the parties agree to negotiate
and enter into a separate joint development agreement for such activities.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.7      
Protection of SUNs Rights. Licensee shall use, modify and practice the
Technology and manufacture, market, distribute and sell Product(s), Value Added Open
Packages, Licensee Software, and Licensee-implemented modifications to the
Platform-Dependent Part of the Java Runtime Interpreter only in a manner consistent with
the terms of this Agreement, and only in a manner reasonably designed not to jeopardize
or prejudice SUNs Intellectual Property Rights, including trademarks, trade dress
and service marks, and other proprietary rights.

2.8      
No Right To Sublicense or Transfer. Except as specifically provided in
Sections 2.1b(iii) and Section 2.2 above, Licensee shall have no right to
sublicense or transfer any of the rights or licenses granted in this Agreement.

2.9      
No Other Grant. Each party agrees that this Agreement does not grant any
right or license, under any Intellectual Property Rights of the other party, or
otherwise, except as expressly provided in this Agreement, and no other right or
license is to be implied by or inferred from any provision of this Agreement or
by the conduct of the parties.

2.10     
Contractors. Licensee may retain third parties to furnish services to it
in connection with its development and manufacture of Product(s); provided,
however, that all such third parties who perform work in furtherance of such
activities shall execute appropriate documents: (i) acknowledging their
work-made-for-hire status, (ii) effecting assignments of all Intellectual
Property Rights with respect to such work to Licensee or SUN, as appropriate,
and (iii) undertaking obligations of confidentiality respecting such work. SUN
may, upon its request, review any such form documents and agreements proposed
for use by Licensee prior to any such use of contractors for development or
manufacture of the Product(s).

2.11     
Value Added Requirement. Licensee will distribute the Technology only as part of a
Product and not on a stand-alone basis.

2.12     
Pre-Release. Licensee may release Product(s) based on the pre-FCS
Technology licensed by SUN hereunder only for beta testing purposes.

2.13     
Early Access. SUN will provide Licensee with access to pre-release
versions of the Technology at the same time as SUN makes such versions available
to other early access licensees similarly situated. The Java Products Group
intends to treat other SUN engineering groups in the same manner with respect to
delivery of early access versions and Upgrades to the Technology.

|3.0 | SUPPORT AND UPGRADES
|--- | --------------------

3.1      
During the Support Period (as defined below), SUN shall provide to Licensee
under the terms and conditions of this Agreement, Upgrades for the platforms
specified in Exhibit C when and if any such Upgrades are made available by SUN
to any commercial licensee similarly situated.

3.2      
Subject to payment of the fee specified in Exhibit C (3. b), SUN shall assign,
at Suns discretion, the equivalent of one (1) half-time engineer to be
available via phone, electronic mail and/or scheduled appointment during regular
business hours to support Licensee, from the Effective Date through the fifth
(5th) anniversary of the SUN FCS Date (as defined below) (the Support
Period). Licensee may designate a maximum of three (3) contacts to
interface with the SUN support engineer.

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3.3      
Upon the request of Licensee, SUN agrees to reasonably negotiate in good faith
for additional support through a separate support agreement.

|4.0 | PAYMENT
|--- | -------

4.1      
License Fees. In consideration of the rights granted Licensee in this
Agreement, Licensee shall pay to SUN the fees and royalties set forth in Exhibit
C. Payment of fees shall be made within thirty (30) days from the Effective Date
of this Agreement, unless otherwise specified in Exhibit C. Payment of royalties
shall be made quarterly, shall be due thirty (30) days following the end of the
calendar quarter to which they relate and shall be submitted with a written
statement certifying the number of Products sold and showing the calculation of
royalties due. Licensee agrees that it shall be obligated to create and
distribute FCS versions of the Product(s) identified in Exhibit B under this
Agreement. The parties agree that the upfront source license fees specified in
Exhibit C shall be waived by SUN in exchange for Licensees best efforts to
distribute the FCS versions of the specific Product(s) listed in Exhibit B no
later than March 31, 1996. If Licensee is late distributing such Product(s) by
six (6) months, Licensee shall be required to pay the entire upfront fees to
SUN, except if Licensee is unable to distribute, or distribution is delayed
because Licensee is unable to create functional Product(s) due solely to
SUNs refusal to make changes to the Technology under Section 5.7.

4.2      
Support and Upgrade Fees Upon receipt of the FCS version of any of the
platforms identified in Exhibit C (the SUN FCS Date), Licensee shall
pay to SUN the Support and/or Upgrade Fee as specified in Exhibit C (3).
Thereafter, within ninety (90) days prior to the anniversary of the SUN FCS
Date, Licensee shall notify SUN which option it wishes to select for the
upcoming year: (i) Upgrades-only as described in Exhibit C (3b); (ii) Upgrades
and Support as described in Exhibit C (3); or (iii) any newly available support
options which SUN may offer to licensees of the Technology, and shall pay the
corresponding fees on or before the anniversary of the SUN FCS Date. The parties
agree that the annual support fee specified in Exhibit C3 shall be waived during
the term of this Agreement only to the extent Licensee provides equivalent
levels of engineering support and expertise to SUN in the areas of Windows
programming and OLE development.

4.3      
Taxes. All payments required by this Agreement shall be made in United
States dollars, are exclusive of taxes, and Licensee agrees to bear and be
responsible for the payment of all such taxes, including, but not limited to,
all sales, use, rental receipt, personal property or other taxes and their
equivalents which may be levied or assessed in connection with this Agreement
(excluding only taxes based on Suns net income).

4.4      
Records. Licensee shall maintain account books and records consistent
with Generally Accepted Accounting Principles appropriate to Licensees
domicile, as may be in effect from time to time, sufficient to allow the
correctness of the royalties required to be paid pursuant to this Agreement to
be determined.

4.5      
Audit Rights. SUN shall have the right to audit such accounts upon
reasonable prior notice. The right to audit may be exercised through an
independent auditor of SUNs choice (the Auditor). The Auditor
shall be bound to keep confidential the details of the business affairs of
Licensee and to limit disclosure of the results of any audit to only the
sufficiency of the accounts and the amount, if any, of any additional payment or
other payment adjustment that should be made. Such audits shall not occur more
than once each year (unless discrepancies are discovered in excess of the five
percent (5%) threshold set forth in Section 4.6, in which case two consecutive
quarters per year may be audited). Except as set forth in Section 4.6 below, SUN
shall bear all costs and expenses associated with the exercise of its rights to
audit.

4.6      
Payment Errors. In the event that any errors in payments shall be
determined, such errors shall be corrected by appropriate adjustment in payment
for the quarterly period during which the error is discovered. In the event of
an underpayment of more than five percent (5%) of the proper amount owed, upon
such underpayment being properly determined by the Auditor, Licensee shall
reimburse SUN the amount of said underpayment and the reasonable charges of the
Auditor in performing the audit that identified said underpayment, and interest
on the overdue amount at the maximum allowable interest rate from the date of
accrual of such obligation.

8

---

|5.0 | ADDITIONAL AGREEMENT OF PARTIES
|--- | -------------------------------

5.1      
Notice of Breach or Infringement. Each party shall notify the other
immediately in writing when it becomes aware of any breach or violation of the
terms of this Agreement, or when Licensee becomes aware of any potential or
actual infringement by a third party of the Technology or SUNs
Intellectual Property Rights therein.

5.2      
Notices. Licensee shall not remove any copyright notices, trademark
notices or other proprietary legends of SUN or its suppliers contained on or in
the Technology or Documentation. Each unit of Product(s) containing the
Technology distributed by Licensee shall include in Licensees
documentation, or in other terms and conditions of sale, notices substantially
similar to those contained on and in the Technology. Licensee or its
Distributors shall require an end user license agreement for each unit of
Product(s) shipped and Licensee shall provide SUN with a copy of such form
agreement for review and approval. If Licensee or its Distributors use a package
design or label for the Product(s), such package design or label shall include
an acknowledgement of SUN as the source of the Technology and such other notices
as specified in Exhibit G. In addition, Licensee shall comply with all
reasonable requests by SUN to include SUNs copyright and/or other
proprietary rights notices on the Product(s), documentation or related
materials, including but not limited to the notices and acknowledgements as
specified in Exhibit G.

5.3      
Applet Tags. Applets in any hypertext markup language (HTML) or standard
generalized markup language (SGML) -based browser which is shipped as a Product
from Licensee shall use the Document Type Definition (DTD) as
specified in Exhibit F.

5.4      
End User Support. Licensee is not authorized to make any representation
or warranty on behalf of SUN to its end users or third parties. Licensee shall
provide technical and maintenance support service for its distributors and end
user customers in accordance with Licensees standard support practices.
SUN shall not be responsible for providing any support to Licensees
distributors or customers for the Technology or the Product(s).

5.5      
Marketing. Licensee will cooperate with SUN on mutually agreeable
marketing activities relating to the Technology and also as specified in Exhibit
D.

5.6      
Use of Licensees name. Licensee hereby authorizes SUN to use
Licensees name in advertising, marketing, collateral, customer lists and
customer success stories prepared by or on behalf of SUN for the Technology,
provided that Licensee will have the right to approve the use of its name, such
approval not to be unreasonably withheld or delayed.

5.7      
Quarterly Reviews. The parties agree to conduct quarterly reviews of the
Technology by their respective engineering staffs for the purpose of providing
feedback and suggestions for requirements and features in future releases of the
Technology by SUN. In the event Licensee desires to propose changes or
extensions to the AAPI of the Technology which are, in Licensees
reasonable business judgement, necessary for successfully developing the
Product(s) hereunder, such changes shall be submitted to SUN in writing at such
reviews. SUN agrees to evaluate such changes and respond to Licensee within
sixty (60) days with a decision. In the event Licensee wishes to escalate such
decision, it shall do so within ten (10) days to the SUN and Licensee
representatives specified below, provided, however, that the decision of
SUNs designated executive will be final.

|6.0 | LIMITED WARRANTY AND DISCLAIMER
|--- | -------------------------------

6.1      
Limited Warranty. SUN represents and warrants that the media on which the
Technology is recorded will be free from defects in materials and workmanship
for a period of ninety (90) days after delivery. SUNs sole liability with
respect to breach of this warranty is to replace the defective media. Except as
expressly provided in this Section 6.1, SUN licenses the Technology and
Documentation to Licensee on an AS IS basis.

6.2      
Disclaimer. EXCEPT AS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED
REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE
HEREBY DISCLAIMED.

9

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6.3      
Limitation. The warranties set forth in this Article 6.0 are expressly
subject to Section 9.0 (Limitation of Liability).

|7.0 | CONFIDENTIAL INFORMATION
|--- | ------------------------

7.1      
Confidential Information. For the purposes of this Agreement,
Confidential Information means the Technology and that information
which relates to (i) SUN hardware or software, (ii) Licensee hardware or
software, (iii) the customer lists, business plans and related information of
either party, and (iv) any other technical or business information of the
parties, including the terms and conditions of this Agreement. In all cases,
information which a party wishes to be treated as Confidential
Information shall be marked as confidential or
proprietary (or with words of similar import) in writing by the
disclosing party on any tangible manifestation of the information transmitted in
connection with the disclosure, or, if disclosed orally, designated as
confidential or proprietary (or with words of similar
import) at the time of disclosure. SUN has no obligation of confidentiality to
Licensee with respect to Derivative Works and the specifications of the Value
Added Open Packages.

7.2      
Preservation of Confidentiality. The parties agree that all disclosures
of Confidential Information (as defined under Section 7.1 above) shall be
governed by and treated in accordance with the terms of the Confidential
Disclosure Agreement (the CDA) attached hereto as Exhibit E and
incorporated herein by reference, modified as follows:

| | (a) | the
definition of Confidential Information shall be as set forth in Section 7.1 above
notwithstanding any definition set forth in the CDA;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | the
use of Confidential Information shall be limited to the scope of the licenses provided in
this Agreement; and
| | --- | -----------------------------------------------------------------------------------------------------------------

| | (c) | the
obligations of confidentiality expressed in the CDA shall extend three (3) years beyond
termination of this Agreement, except with respect to Sun Source Code which shall be held
confidential in perpetuity.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8.0 | LIMITED INDEMNITY
|--- | -----------------

8.1      
The parties acknowledge that the Technology is in pre-release form and that SUN
shall not be liable for any defects or deficiencies in the Technology or in any
Product, process or design created by, with or in connection with the Technology
whether or not such defects and/or deficiencies are caused, in whole or in part,
by defects or deficiencies in the design or implementation of the Technology.
Upon FCS of the Technology by SUN, Sun will provide to Licensee a limited
indemnity as described in Sections 8.2-8.5 below.

8.2      
SUN will defend, at its expense, any legal proceeding brought against Licensee,
to the extent it is based on a claim that use of the FCS version of the
Technology (FCS Technology) is a direct infringement of a Berne
Convention copyright, and will pay all damages awarded by a court of competent
jurisdiction attributable to such claim, provided that Licensee: (i) provides
notice of the claim promptly to SUN; (ii) gives SUN sole control of the defense
and settlement of the claim; (iii) provides to SUN, at SUNs expense, all
available information, assistance and authority to defend; and (iv) has not
compromised or settled such proceeding without SUNs prior written consent.
In the event that Licensee receives any claim from a third party concerning the
infringement of patents of such third party in connection with Licensees
use of the Technology, SUN shall cooperate with Licensee in good faith in
accordance with SUNs reasonable business judgement, in the defense of such
claim upon written request by Licensee.

8.3      
Should any FCS Technology or any portion thereof become, or in SUNs
opinion be likely to become, the subject of a claim of infringement for which
indemnity is provided under Section 8.2, SUN shall, as Licensees sole and
exclusive remedy, elect to: (i) obtain for Licensee the right to use such FCS
Technology; (ii) replace or modify the FCS Technology so that it becomes
non-infringing; or (iii) accept the return of the Technology and grant Licensee
a refund of the License Fee, as depreciated on a five year straight-line basis.

8.4      
SUN shall have no liability for any infringement or claim which results from:
(i) use of other than a current unaltered version of the FCS Technology, if such
version was made available to

10

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Licensee; (ii) use of the FCS Technology in combination with any
non-Sun-provided equipment, software or data; or (iii) SUNs compliance with designs
or specifications of Licensee.

8.5      
THIS ARTICLE STATES THE ENTIRE LIABILITY OF SUN WITH RESPECT TO INFRINGEMENT OF
ANY INTELLECTUAL PROPERTY RIGHTS BY THE TECHNOLOGY. SUN SHALL HAVE NO LIABILITY
WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF LICENSEE OR ANY
THIRD PARTY AS A RESULT OF USE, LICENSE, OR SALE OF TECHNOLOGY.

8.6      
Indemnity by Licensee. Licensee shall defend and indemnify SUN from any
and all claims brought against SUN by third parties, and shall hold SUN harmless
from all corresponding damages, liabilities, costs and expenses, (including
reasonable attorneys fees) incurred by SUN arising out of or in connection
with Licensees use, reproduction or distribution of the Technology or
Product(s).

|9.0 | LIMITATION OF LIABILITY
|--- | -----------------------

9.1      
Limitation of SUNs Liability. IN NO EVENT WILL SUN BE LIABLE FOR
ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN
CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF PROFITS,
USE, DATA, OR OTHER ECONOMIC ADVANTAGE), NO MATTER WHAT THEORY OF LIABILITY,
EVEN IF THE EXCLUSIVE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR
ESSENTIAL PURPOSE AND EVEN IF SUN HAS BEEN ADVISED OF THE POSSIBILITY OR
PROBABILITY OF SUCH DAMAGES. SUNS TOTAL LIABILITY TO LICENSEE FOR DIRECT
DAMAGES SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY LICENSEE FOR THE TECHNOLOGY
HEREUNDER. The provisions of this Section 9.0 allocate the risks under this
Agreement between SUN and Licensee and SUN has relied upon the limitations set
forth herein in determining whether to enter into this Agreement.

9.2      
Limitation of Licensees Liability. IN NO EVENT WILL LICENSEE BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF PROFITS,
USE, DATA, OR OTHER ECONOMIC ADVANTAGE), NO MATTER WHAT THEORY OF LIABILITY,
EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH
DAMAGES; PROVIDED THAT LICENSEE EXPRESSLY AGREES THAT SUCH LIMITATIONS SHALL NOT
APPLY TO ITS OBLIGATIONS TO PROTECT SUNS SOURCE CODE DISCLOSED UNDER
SECTION 7.0, OR TO ITS OBLIGATIONS UNDER SECTIONS 2.1, 2.2, 2.3 2.5, 2.6, 2.8,
2.9, 2.11, 5.2, 9.3, OR 10.7 OF THIS AGREEMENT. The provisions of this Section
9.0 allocate the risks under this Agreement between SUN and Licensee and
Licensee has relied upon the limitations set forth herein in determining whether
to enter into this Agreement.

9.3      
High Risk Activities. The Technology is not fault-tolerant and is not
designed, manufactured or intended for use or resale as on-line control
equipment in hazardous environments requiring fail-safe performance, such as in
the operation of nuclear facilities, aircraft navigation or communication
systems, air traffic control, direct life support machines, or weapons systems,
in which the failure of the Technology or Products could lead directly to death,
personal injury, or severe physical or environmental damage (High Risk
Activities). SUN specifically disclaims any express or implied warranty of
fitness for High Risk Activities. Licensee will not knowingly use, distribute or
resell the Technology or Products for High Risk Activities and will ensure that
its customers and end-users of its Products are provided with a copy of the
notice specified in the first sentence of this Section 9.3. In determining
whether Licensee has knowingly provided Technology for High Risk
Activities, Licensee shall not be required to exert greater efforts to ascertain
a customers intended use that SUN itself does. SUN acknowledges that
Licensee will use the Technology in software development tools and that the
publishers of such tools do not generally have control over the applications
developed with such tools.

|10.0 | TERM AND TERMINATION
|---- | --------------------

10.1     
Term. The term of this Agreement shall begin on the Effective Date and
shall continue for a period of five (5) years, or until terminated as provided
below. The Agreement may be renewed by

11

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Licensee for successive one (1) year terms up to a maximum of five (5)
years, provided Licensee is in full compliance with the then-current terms and conditions
for Technology licensing. Termination is permitted either for breach of this Agreement,
upon thirty (30) days written notice to the other party and an opportunity to cure within
such thirty (30) day period, or upon any action for infringement of Intellectual Property
Rights relating to the Technology by Licensee against SUN or any of SUNs licensees
of the Technology.

10.2     
Effect of Expiration. Upon expiration of this Agreement, SUN shall retain
use, under the terms of this Agreement, of the Intellectual Property Rights
received hereunder, and Licensee shall be authorized to: (i) distribute the
then-current Product(s) containing the version of the Technology incorporated
therein at the time of expiration, subejct to payment of royalties and (ii)
continue using the Technology to support customers having copies of Product(s)
distributed by Licensee prior to the expiration hereof. All other rights of
Licensee shall terminate upon such expiration.

10.3     
Effect of Termination. In the event of termination of this Agreement by
SUN in accordance with Section 10.1 above, Licensee shall promptly: (i) return
to SUN all copies of the Technology and Derivative Works thereof in tangible or
electronic form, Documentation, and Confidential Information (collectively
SUN Property) (excluding Licensee Software, Value Added Open
Packages, and Licensee-implemented modifications to the Platform Dependent Part)
in Licensees possession or control; or (ii) permanently destroy or disable
all copies of the SUN Property in Licensees possession or control, except
as specifically permitted in writing by SUN; and (iii) provide SUN with a
written statement certifying that Licensee has complied with the foregoing
obligations.

10.4     
No Liability for Expiration or Lawful Termination. Neither party shall
have the right to recover damages or to indemnification of any nature, whether
by way of lost profits, expenditures for promotion, payment for goodwill or
otherwise made in connection with the business contemplated by this Agreement, due to the expiration or permitted or lawful termination of
this Agreement. EACH PARTY WAIVES AND RELEASES THE OTHER FROM ANY CLAIM TO COMPENSATION
OR INDEMNITY FOR TERMINATION OF THE BUSINESS RELATIONSHIP UNLESS TERMINATION IS IN
MATERIAL BREACH OF THIS AGREEMENT.

10.5     
No Waiver. The failure of either party to enforce any provision of this
Agreement shall not be deemed a waiver of that provision. The rights of SUN
under this Section 10.0 are in addition to any other rights and remedies
permitted by law or under this Agreement.

10.6     
Survival. The parties rights and obligations under Sections 2.0,
3.0, 5.2, 6.0, 7.0, 8.0, 9.0,10.0, and 11.0 shall survive expiration or
termination of this Agreement.

10.7     
Irreparable Harm. The parties acknowledge that breach of Sections 2.0,
5.2, 7, 9.3, or 11.6 may cause irreparable harm, the extent of which would be
difficult to ascertain. Accordingly, they agree that, in addition to any other
legal remedies to which a non-breaching party might be entitled, such party may
seek immediate injunctive relief in the event of a breach of the provisions of
such Articles.

10.8     
Cure. In the event of a breach of Section 2.4, Licensee shall have sixty
(60) days from (i) receipt of notice from SUN, or (ii) Licensee knowledge of the
release of an FCS version of an incompatible Product, in which to cure all
incompatibilities known to exist in such Product. Licensee shall have an
additional thirty (30) days to complete such sure in the event that substantial
progress toward effecting cure has been accomplished in the original sixty (60)
day cure period. For all other breaches of this Agreement which are by their
nature curable, the breaching party shall have thirty (30) days from receipt of
notice in which to cure all breaches identified in such notice.

|11.0 | MISCELLANEOUS
|---- | -------------

11.1     
Notices. All notices must be in writing and delivered either in person or
by certified mail or registered mail, postage prepaid, return receipt requested,
to the person(s) and address specified below. Such notice will be effective upon
receipt.

| |     | 
| | --- | 
| | SUN | 

12

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| | Sun Microsystems, Inc.          |  | Borland International, Inc.          | 
| | ------------------------------- |  | ------------------------------------ | 
| | 2550 Garcia Avenue MS 29-233    |  | 100 Borland Way                      | 
| | Mountain View, California 94043 |  | Scotts Valley, California 95066-3249 | 
| | Attn: Associate General Counsel |  | Attn: General Counsel                | 

11.2     
Partial Invalidity. If any term or provision of this Agreement is found
to be invalid under any applicable statute or rule of law then, that provision
notwithstanding, this Agreement shall remain in full force and effect and such
provision shall be deleted unless such a deletion would frustrate the intent of
the parties with respect to any material aspect of the relationship established
hereby, in which case, this Agreement and the licenses and rights granted
hereunder shall terminate.

11.3     
Complete Understanding. This Agreement and the Exhibits hereto constitute
and express the final, complete and exclusive agreement and understanding
between the parties with respect to its subject matter and supersede all
previous communications, representations or agreements, whether written or oral,
with respect to the subject matter hereof. No terms of any purchase order or
similar document issued by Licensee shall be deemed to add to, delete or modify
the terms and conditions of this Agreement. This Agreement may not be modified,
amended, rescinded, canceled or waived, in whole or part, except by a written
instrument signed by the parties.

11.4     
Language. This Agreement is in the English language only, which language
shall be controlling in all respects, and all versions of this Agreement in any
other language shall be for accommodation only and shall not be binding on the
parties to this Agreement. All communications and notices made or given pursuant
to this Agreement, and all documentation and support to be provided, unless
otherwise noted, shall be in the English language.

11.5     
Governing Law. This Agreement is made under and shall be governed by and construed under
the laws of the State of California, regardless of its choice of laws provisions.

11.6     
Compliance with Laws. The Technology, including technical data, is
subject to U.S. export control laws, including the U.S. Export Administration
Act and its associated regulations, and may be subject to export or import
regulations in other countries. Licensee agrees to comply strictly with all such
regulations and acknowledges that it has the responsibility to obtain such
licenses to export, re-export or import the Technology or Product(s) as may be
required after delivery to Licensee.

Licensee
shall make reasonable efforts to notify and inform its employees having access
to the Technology of Licensees obligation to comply with the requirements
stated in this Article.

11.7     
Disclaimer of Agency. The relationship created hereby is that of licensor
and licensee and the parties hereby acknowledge and agree that nothing herein
shall be deemed to constitute Licensee as a franchisee of SUN. Licensee hereby
waives the benefit of any state or federal statutes dealing with the
establishment and regulation of franchises.

11.8     
Delivery. As soon as practicable after the Effective Date, SUN shall
deliver to Licensee one (1) copy of each of the deliverables set forth in
Exhibit A. Licensee acknowledges that certain of the deliverables are in various
stages of completion and agrees to accept the deliverables as and to the extent
completed as of the date of delivery and AS IS. In the event any
deliverable is already in the possession or custody of Licensee, such
item(s) shall, to the extent used in connection with the rights granted in
Section 2.0 above, be subject to the terms of this Agreement, notwithstanding
any pre-existing agreement or understanding between Licensee and SUN with
respect to such items.

11.9     
Assignment and Change in Control. This Agreement may not be assigned by
either party without the prior written consent of the other party, which consent
shall not be unreasonably withheld or delayed, except that SUN may assign this
Agreement to a majority-owned subsidiary. However, this Agreement may be
assigned to a purchaser of all or substantially all of Licensees assets,
provided such purchaser agrees in writing to be bound by the terms of this
Agreement.

11.10    
Construction. This Agreement has been negotiated by SUN and Licensee and
by their respective counsel. This Agreement will be fairly interpreted in
accordance with its terms and without any strict construction in favor of or
against either party.

13

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11.11    
Force Majeure. Except for the obligation to pay money, neither party
shall be liable to the other party for non-performance of this Agreement, if the
non-performance is caused by events or conditions beyond that partys
control and the party gives prompt notice under Section 11.1 and makes all
reasonable efforts to perform.

11.12    
Exhibits.

The
following are included herein by reference as integral parts of this Agreement:

| | Exhibit
A -Description of Technology and DocumentationExhibit B -Description of Licensee
Product(s)Exhibit C -Schedule of Fees and RoyaltiesExhibit D
-Advertising and PromotionExhibit E -Confidential Disclosure AgreementExhibit
F -Document Type DefinitionExhibit G Trademark License
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11.13    
Section References. Any reference contained herein to an article of this agreement
shall be meant to refer to all subsections of the article.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives.

|                        |  |                   |  |        |  |                        
|----------------------- |  | ----------------- |  | ------ |  | -----------------------
|SUN:                    |  | Licensee:         | 
|                       
|Sun Microsystems, Inc.: |  |                   | 
|                       
|By:                     |  | /s/ Eric Schmidt  |  | By:    |  | /s/ WH Jordan          
|                        |  |                   |  |        |  |                        
|                       
|Name:                   |  | Eric Schmidt      |  | Name:  |  | WH JORDAN              
|                        |  |                   |  |        |  |                        
|                        |  | (Print or Type)   |  |        |  | (Print or Type)        
|                       
|Title:                  |  | Vice President    |  | Title: |  | VP BUSINESS DEVELOPMENT
|                        |  |                   |  |        |  |                        
|                       
|Date:                   |  | Novemeber 7, 1995 |  | Date:  |  | 11/7/95                
|                        |  |                   |  |        |  |                        

14

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EXHIBIT A

DESCRIPTION OF TECHNOLOGY AND DOCUMENTATION

To the extent that SUN has not already delivered any of the
following listed items to Licensee as of the Effective Date of the Agreement to
which this Exhibit A is attached, SUN shall deliver each of the following items
to Licensee under the terms of the Agreement.

I. Technology: Java Applet EnvironmentThe Java Applet Environment
consists of the following source code:

|A. All the .java files from the following Java Applet Classes:
|--------------------------------------------------------------
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              

B. The source code for the Java Runtime Interpreter, which
implements the Java Virtual Machine, consisting of the Shared Part, identified
as those files which are in any share directory or subdirectory
thereof, and the Platform-Dependent Part, identified as other files which are
compiled with the share files to produce the Runtime Interpreter
program.

C. Technology: HotJava BrowserThe HotJava Browser consists of the
following:

|1)
All the .java files from the following Java packages:
|--------------------------------------------------------
|                                                        

2) Configuration files for the HotJava Browser properties

SUN may from time to time, modify the description of the HotJava
Browser by notifying Licensee.

|D. Technology: CompilerThe compiler consists of the following source code:
|---------------------------------------------------------------------------
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                           

II. Documentation:

Java Language SpecificationJava API DocumentationJava Virtual
Machine SpecificationHotJava Browser Online Documentation

15

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EXHIBIT B

DESCRIPTION OF LICENSEE PRODUCT(S)

The IDE for JavaThe JIT compiler for Java

16

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EXHIBIT C

SCHEDULE OF FEES AND ROYALTIES

1) License Fees: Subject to the provisions of Section 4.1, Licensee
shall pay to SUN as a source license fee for the Technology, the nonrefundable sums
specified below:

|Java
Applet Environment (Exhibit A 1A, B):
|------------------------------------------
|                                          
|HotJava
Browser (Exhibit A 1 C):          
|                                          
|Compiler
(Ex A 1 D):                      
|                                          

Per Copy and Per Subscription Royalties

a
per copy or per subscription royalty of ***** for Product(s) distributed by or for
Licensee with a retail price of *****, and

a
per copy or per subscription royalty of ***** for Product(s) distributed by or for
Licensee with a retail price of less that *****.

As used in this Exhibit C for purposes of calculating Royalties,
the term Product means any software which includes the Java Virtual
Machine and/or the Applet Classes.

Net Revenue Royalties: Notwithstanding the per copy
royalties specified above, should Licensee distribute the Product(s) where the
fees payable to Licensee are not calculable on a per copy basis, then the
royalty for the Product(s) shall be ***** of the Net Revenues received by
Licensee for such distribution, or the Per Copy Royalty divided by the Average
Selling Price (ASP) of the Product(s), multiplied by the Net
Revenues received by Licensee for such distribution, whichever is greater. Net
Revenues means monies received by Licensee in connection with the distribution
of Product(s), exclusive of credits, returns, refunds or rebates paid by
Licensee, separately stated shipping and/or handling costs, and taxes (excluding
taxes based on Licensees net income).

In the event Licensee distributes a Product in conjunction with
or bundled with one or more works in a compilation or collective work
(Compilation), then the amounts payable to SUN hereunder for such
Compilation shall be the royalty for the stand-alone Product (as calculated
above) multiplied by a fraction in which the numerator is the ASP of the
stand-alone Product and the denominator is the ASP of the Compilation.

Upgrade Royalties:

a
royalty of ***** of the Per Copy or Per Subscription Royalties and Net Revenue
Royalties specified above for Upgrades to the Product(s) distributed by
Licensee, provided that no royalties shall be due for Licensees
distribution of patches or add-ons to Product(s) which do not incorporate the
Technology or any portion thereof.

2) Platforms: (check applicable platforms)

|***** |  | Confidential treatment has been requested for the redacted portions. The
          confidential redacted portions have been filed separately with the Securities
          and Exchange Commission.
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17

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| | SPARC/Solaris        | ___________
| | -------------------- | -----------
| | Win32                | ___________
| | MacOS (68K, PowerPC) | ___________

Where such versions are not complete as of the Effective Date,
the fee covers the first commercial version shipped by SUN for that platform.

3) Support and/or Upgrade Fees: Subject to the provisions of Section 4.2,
Licensee shall pay to SUN

(a)
the sum of ***** per year for Upgrades only for WIN and WIN NT platforms and ***** for
each additional platform, -or -
            (b) the sum of ***** per year for Support (as defined in
Section 3.2) and Upgrades.

|***** |  | Confidential treatment has been requested for the redacted portions. The
          confidential redacted portions have been filed separately with the Securities
          and Exchange Commission.
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

18

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EXHIBIT D

ADVERTISING AND PROMOTION

Advertising and Promotion:

1. Tradeshows, Seminars, Presentations and Demos

Licensee must acknowledge the presence of Technology in its
Product(s) at all tradeshows, seminars, presentations, and demos at which
Licensee demonstrates such Product(s). Acknowledgment must include the Java
Compatibility Logo as supplied by SUN, subject to the Trademark Agreement,
Exhibit G.

SUN has the right to demonstrate Licensee Product(s) that
incorporate the Technology at any tradeshow, seminar, or presentation as SUN
sees fit, without prior approval from Licensee, including the right to use the
Licensee name in signage and promotional materials associated with the
demonstration. Licensees logos will be used in accordance with
Licensees published guidelines for Logo use.

2. Press Announcements

Licensee agrees to support SUNs press activities,
including press announcements, media interviews, and associated media events as
reasonably requested.

SUN requires prior review of statements regarding the Technology
in press releases produced by Licensee.

19

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EXHIBIT E

Confidential Disclosure Agreement

(to be attached)

20

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EXHIBIT F

DOCUMENT TYPE DEFINITION

In order to ensure interoperability between all Java compliant
browsers we need to define the exact notation of applets in HTML documents. The
format of the APPLET tag is chosen to be implementation language independent and
SGML compliant. SGML compliance is important if the APPLET tag is to be accepted
as part of the HTML standard in the future.

|Example:
|--------
|        
|        

The applet tag has the following attributes:

|CODEBASE | The base url of the applet. The applets code is located relative to this URL. If
this    attribute is not specified, it defaults to the documents URL.
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|CODE     | The file in which the applet is located. This file is relative to base url of the applet,
It    cannot be absolute.                                     
|ALT      | Alternate text which can be displayed by text only browsers.                                                                                            
|NAME     | The symbolic name of the applet. This name can be used by applets in the same
    page to locate each other.                                            
|WIDTH    | Required attribute which specifies the initial width of the applet in pixels.                                                                           
|HEIGHT   | Required attribute which specifies the initial height of the applet in pixels.                                                                          
|ALIGN    | The alignment of the applet, similar to the img tag.                                                                                                    
|VSPACE   | The vertical space around the applet, similar to the img tag.                                                                                           
|HSPACE   | The horizontal space around the applet, similar to the img tag.                                                                                         

Note that the position of the applet in the page is determined
by the width, height, align, vspace and hspace attributes just like the img tag.

Applets can access the above attributes using the getParameter()
method call defined in the Applet class. All attribute/parameter names are
automatically folded to lower case. Applets that require parameters in addition
to the predefined ones need to use the param tag. It is unfortunately not legal
in SGML for a tag to have an arbitrary list of attributes. That is why you have
to name additional applet parameters explicitly using the PARAM tag. For
example:

| | <applet
code="Dateltem.class" alt="The Date" width=200 height=40>
| | -----------------------------------------------------------------
| | <param name="speaker"
value="avh">                               
| | <param name="translator" value="DutchTime">                      
| | </applet>                                                        

In addition to the ALT tag you can include additional text and
markup before the applet end tag. Java compliant browsers will ignore this text,
but browsers that do not understand the applet tag will display it instead of
the applet. For example:

| | <applet
codebase=classes code=lmageLoop.class width=100 height=100>
| | -------------------------------------------------------------------
| | <param name=imgs
value="images/duke">                              

21

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|If you were using a Java enabled browser, you would see an
animation instead of this static image.
|--------------------------------------------------------------------------------------------------
|                                                                                                  
|                                                                                                  
|                                                                                                  

Below is the formal SGML DTD for the APPLET and PARAM tags.

|<!ELEMENT APPLET   (PARAM*, (%text;)*)>
|-----------------------------------------
|<!ATTLIST APPLET                         
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         

>

|<!ELEMENT PARAM - O EMPTY>
|--------------------------
|<!ATTLIST PARAM           
|                          
|                          

>

22

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EXHIBIT G

TRADEMARK LICENSE

JAVA-Compatible LogoHOTJAVA-Compatible Logo

LICENSORSUN MICROSYSTEMS, INC. 2550 Garcia Avenue
Mountain View, CA 94303U.S.A.(415) 960-1300

LlCENSEEBORLAND INTERNATIONAL, INC. 
100 Borland WayScotts Valley, California 95066

23

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TRADEMARK LICENSE

The following terms and conditions governing Java and
HotJava compatibility branding and trademarks generally
(License) are incorporated by reference into the Technology License
and Distribution Agreement (TLDA) between Sun and Licensee, attached
hereto. Where this License is more specific than or inconsistent with the TLDA,
the terms of this License shall govern. Otherwise, the TLDA shall apply. The
parties agree that:

1.   DEFINITIONS

1.1      
Branded Product means all online software or tangible copies
or units of any version of Licensees Products being distributed in
association with any Compatibility Logo.

1.2      
Compatibility Logo means the Java-compatible or
HotJava-compatible logo, whichever is applicable to Licensees Products,
supplied by Sun to Licensee from time-to-time. The current versions of the logos
are depicted at the end of this License.

1.3      
Licensees Products means only the products described in
Exhibit B of the TLDA.

2.   GRANT OF LICENSE

Sun grants to Licensee a non-exclusive, non-transferable,
personal, paid-up, royalty-free license, within the Territory in Section 3, to
use the applicable Compatibility Logo (License) as provided herein
with respect to each of Licensees Products that fully meet the
certification requirements of Section 4. Licensee is granted no other right,
title, or license to the Compatibility Logos or any other Sun trademark, and is
specifically granted no right or license to sublicense the Compatibility Logos
or any other Sun trademarks. This License shall apply and pass through to
Licensees distributors who distribute Licensees Products under
Licensees name and as transferred by Licensee (i.e.,without any
modifications to the Product, product packaging, documentation or other
materials) (Distributors). Licensee shall provide notice of this License
to and enforce its terms with Distributors. Sun shall be entitled to enforce the
terms of this License directly against any Distributor in the event Licensee
fails to do so. All subsequent references herein to Licensee shall
include and apply to Distributors. This License shall not apply to
any distributor that does not distribute Licensees Products under
Licensees name.

3.   TERRITORY

Licensee shall not use any Compatibility Logo on or in
Licensees Products distributed via tangible media (e.g.,CD or
diskettes) or on any other tangible materials (e.g.,user documentation)
in countries other than those listed below (Territory), unless Sun
expressly agrees in writing beforehand to extend the Territory (which Sun may
refuse to do in its sole discretion). This territorial restriction shall not
apply to on-line distribution of Licensees Products over the Internet.
Licensee shall pay all costs, including fees for legal services, registrations,
recordals, and foreign language translations associated with any extension of
the Territory requested by Licensee. Sun may eliminate any country from the
Territory if it determines in its sole judgment that use or continued use of the
Compatibility Logos in such country may subject Sun or any third party to legal
liability, or may jeopardize the Compatibility Logos or any Sun trademark in
that or any other country. In such event, Licensee shall promptly cease all use
of the Compatibility Logos in such countries upon written notice from Sun.

AustraliaAustriaBelgium Benin Netherlands Luxembourg Brazil

24

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Burkino
Faso Cameroon Canada Cen. African Rep. Chad Chile China (P.R.C.) Columbia Congo Czech
Repub. Denmark Egypt France Gabon Germany Greece Guinea Hong Kong Hungary India Indonesia
Israel Italy Ivory Coast Japan Mali Malaysia Mauritania Mexico New Zealand Niger Norway
Philippines Portugal Russia Senegal Singapore South Korea Spain Sweden Switzerland Taiwan
Thailand Togo Turkey Ukraine UAEU.K.United StatesVenezuela

4.   CERTIFICATION

License applies only to versions of Licensees Products
that have successfully passed the compatibility Test Suites provided by Sun to
Licensee pursuant to the TLDA, and which otherwise fully comply with all other
compatibility and certification requirements of the TLDA. Upon thirty (30)

25

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days written notice by Sun no more than two (2) times per calendar year,
Licensee shall permit Sun to inspect and test any Branded Products at a
mutually-agreeable location to ensure that they meet the compatibility requirements of
the TLDA. Upon request by Sun, Licensee shall promptly make any modifications to any
version of a Branded Product necessary for it to meet such compatibility requirements.

5.   LOGO AND TRADEMARK USAGE

Licensee shall use the Compatibility Logos only as specified in
any guidelines or policies made by Sun concerning the appearance, placement or
use of the Compatibility Logos (Logo Guidelines), including those
set forth in Exhibit D of the TLDA. Licensee shall: (i) use only approved logo
artwork provided by Sun, (ii) for tangible media, display the Compatibility
Logos on external product packaging, documentation, and media (disk, CD-ROM,
tape, etc.); (iii) for online versions of Licensees Product,
display Compatibility Logos on web pages featuring information about the Product
in gifs that point to the current Sun Java page (http://java.sun.com) via
hypertext link; (iv) for both tangible-media and online versions, display
Compatibility Logos on splashscreens appearing upon launch of
Licensees Product, if any, and in general product information screens
(e.g.,About, Help, Info); (v)
display the Compatibility Logos on tangible marketing collateral featuring
Licensees Products, including advertisements and datasheets; and (vi)
not display Compatibility Logos more prominently or larger than
Licensees company name/logo and product name/logo, wherever displayed.

Licensee shall comply with the current versions of the Sun
Trademark & Logo Policiesand the Java/HotJava Trademark
Guidelines[http://java.sun.com/tm_guidelines.html], including but not
limited to using the Java and HotJava marks as adjectives followed by generic
descriptors, marking the Java/HotJava marks with  symbols, and attributing
the Java/HotJava marks as trademarks of Sun Microsystems, Inc. in a legend on
packaging, splashscreens, web page, and other collateral and materials. Licensee
may not include any Sun trademark (e.g.,Sun, Java, HotJava, Solaris,
etc.) in Licensees company, business or subsidiary names, or in the
name of any of Licensees products, technologies, or web pages. Licensee
shall promptly modify any usage and any material that does not conform to the
Logo Guidelines, the Sun Trademark & Logo Policies,or the
Java/HotJava Trademark Guidelinesupon notice from Sun specifying the
non-conformance. Licensee shall notify its distributors and customers of any
such non-conformance as to materials or products already distributed, as may be
reasonably requested by Sun.

6.   PROTECTION OF TRADEMARKS AND LOGOS

Sun is the sole owner of the Compatibility Logos (including the
marks depicted therein) and all goodwill associated therewith. Licensees
use of the Compatibility Logos inures solely to the benefit of Sun. Licensee
shall not do anything that might harm the reputation or goodwill of the
Compatibility Logo. Licensee shall not challenge Suns rights in or attempt
to register the Compatibility Logo, or any other name or mark owned by Sun or
substantially similar thereto. Licensee shall take no action inconsistent with
Suns rights in the Compatibility Logo. If it at any time Licensee acquires
any rights in, or registrations or applications for, the Compatibility Logo by
operation of law or otherwise, it will immediately upon request by Sun and at no
expense to Sun, assign such rights, registrations, or applications to Sun, along
with any and all associated goodwill. Licensee shall assist Sun to the extent
reasonably necessary to protect and maintain the Compatibility Logo worldwide,
including but not limited to giving prompt notice to Sun of any known or
potential infringement of the Compatibility Logo, and cooperating with Sun in
the preparation and execution of any documents necessary to record this License
as may be required by the laws or rules of any country. Sun may at its option
commence, prosecute or defend any action or claim concerning the Compatibility
Logo in the name of Sun or Licensee, or join Licensee as a party thereto. Sun
shall have the right to control any such litigation. Licensee shall not commence
any action regarding the Compatibility Logo. Sun shall

26

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reimburse Licensee for the reasonable costs associated with providing
such assistance, except to the extent that any such costs result from a breach of the
License by Licensee.

7.   DISCLAIMER OF WARRANTIES

SUN MAKES NO WARRANTIES OF ANY KIND RESPECTING THE COMPATIBILITY
LOGO, INCLUDING THE VALIDITY OF SUNS RIGHTS IN THE COMPATIBILITY LOGO IN
ANY COUNTRY, AND DISCLAIMS ANY AND ALL WARRANTIES THAT MIGHT OTHERWISE BE
IMPLIED BY APPLICABLE LAW, INCLUDING WARRANTIES AGAINST INFRINGEMENT OF THIRD
PARTY TRADEMARKS.

8.   LIMITATION OF LlABILITY.

IN NO EVENT SHALL SUN BE LIABLE FOR ANY CONSEQUENTIAL,
INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS)
ARISING FROM OR RELATED TO LICENSEES USE OF THE COMPATIBILITY LOGO, EVEN
IF SUN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.   TERM AND TERMINATION

The term of this License shall be for the same term as the TLDA,
unless earlier terminated as provided herein. Those rights and obligations that
by their nature extend beyond the term of this License, including those in
Sections 6, 7, 8, 9, and 10, shall survive any termination or expiration of this
License. Upon termination or expiration, Licensee shall immediately cease all
use of the Compatibility Logo. This License may be terminated: (i) by either
party for breach of any material provision of the TLDA or this License which
goes unremedied more than thirty days after giving notice of such breach; (ii)
by Sun immediately upon notice to Licensee if Sun determines in its judgment
that any Branded Product is being, or may imminently be, used in High Risk
Activities as defined in the TLDA; (iii) by Sun immediately upon notice to
Licensee if any government agency or court finds that any Branded Product is
materially defective in any manner; or (iv) by Sun immediately upon notice to
Licensee if Sun determines in its sole judgment that any actual adverse
publicity concerning Licensee or any Branded Product may materially affect
SUNs trademark rights or the Compatibility Logo.

27

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10.  DISPUTE RESOLUTION

Any action relating to this Agreement will be governed by the
law of California, U.S.A., notwithstanding the contrary application of the
choice of law rules of any jurisdiction or country. The parties hereby submit
exclusively to the personal jurisdiction and venue of the United States District
Court for the Northern District of California and the California Superior Court
of the County of Santa Clara. The parties agree that a material breach of the
obligations in Sections 2, 3, 4, 5 and 6 of this Agreement is likely to cause
irreparable harm such that, upon an adequate showing of material breach and
without further proof of irreparable harm other than this acknowledgement, the
injured party shall be entitled to a temporary restraining order or preliminary
or permanent injunction. The prevailing party in any action for breach of or to
enforce or interpret this Agreement shall be entitled to recover from the other
party its reasonable attorneys fees and expert witness fees incurred
therein. The court shall determine the prevailing party.

IN WITNESS WHEREOF, the parties hereby execute this Agreement
through the authorized representatives whose names appear below.

|                       |  |                   |  |        |  |                        
|---------------------- |  | ----------------- |  | ------ |  | -----------------------
|SUN MICROSYSTEMS, INC. |  | LICENSEE          | 
|                      
|                      
|By:                    |  | /s/ Eric Schmidt  |  | By:    |  | /s/ WH Jordan          
|                       |  |                   |  |        |  |                        
|                      
|Name:                  |  | Eric Schmidt      |  | Name:  |  | WH JORDAN              
|                       |  |                   |  |        |  |                        
|                       |  | (Print or Type)   |  |        |  | (Print or Type)        
|                      
|Title:                 |  | Vice President    |  | Title: |  | VP BUSINESS DEVELOPMENT
|                       |  |                   |  |        |  |                        
|                      
|Date:                  |  | Novemeber 7, 1995 |  | Date:  |  | 11/7/95                
|                       |  |                   |  |        |  |                        

COMPATIBILITY LOGOS LICENSED HEREUNDER

28

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