LICENSE AGREEMENT WITH SENSE8 CORPORATION AND MITSUBISHI ELECTRONICS AMERICA, INC

END-USER SOFTWARE LICENSE AGREEMENT WITH SENSE8 CORPORATION AND MITSUBISHI ELECTRONICS AMERICA, INC. FOR USE OF

INDY3Dä VERSION 3.0

IMPORTANT NOTICE TO USER: PLEASE READ CAREFULLY.

WHETHER YOU ACQUIRED INDY3Dä VERSION 3.0 THROUGH A CDROM, IT WAS PRELOADED ON YOUR COMPUTER, IT WAS DOWNLOADED FROM THE INTERNET OR BY ANY OTHER MANNER, YOU SHOULD NOTE THAT INDY3D® VERSION 3.0 CONTAINS CERTAIN SOFTWARE PROGRAMS AND OTHER PROPRIETARY MATERIAL (THE "SOFTWARE PRODUCT") WHICH ARE SUBJECT TO THE TERMS OF THIS LICENSE AGREEMENT (THE "AGREEMENT"). THE "SOFTWARE PRODUCT" INCLUDES THE SENSE8 INDY3Dä GRAPHICS EVALUATION TOOL SOFTWARE IN OBJECT CODE FORMAT AND ANY UPGRADES, UPDATES, MODIFICATIONS OR NEW RELEASES, ANY PRINTED MATERIALS AND ANY "ON LINE" OR ELECTRONIC DOCUMENTATION RELATING THE SOFTWARE PRODUCT AS PROVIDED TO YOU FROM TIME TO TIME BY SENSE8 CORPORATION ("SENSE8") AND MITSUBISHI ELECTRONICS AMERICA, INC. ("MELA") (COLLECTIVELY REFERRED TO AS THE "COMPANIES"). IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT, YOU MUST CEASE ALL EFFORTS TO INSTALL/DOWNLOAD THE SOFTWARE PRODUCT AND RETURN OR DESTROY ALL ORIGINALS AND COPIES OF THE SOFTWARE PRODUCT, INCLUDING ANY PRINTED MATERIALS OR ELECTRONIC DOCUMENTATION, IN YOUR POSSESSION, CUSTODY OR CONTROL.

EXPORT DESIGNATION STATEMENT: If the SOFTWARE PRODUCT is being acquired for or at a location outside of the United States, YOU should be aware that the SOFTWARE PRODUCT is exported from the United States of America in accordance with the Export Administration Regulations. Diversion contrary to U.S. Law prohibited.

NOTE: If YOU have any questions about any part of this AGREEMENT, YOU may either: (i) send an e-mail to the address given below and a representative of the COMPANIES will be glad to respond to YOU; or (ii) YOU may print a copy of this AGREEMENT for the purposes of either obtaining legal advice from your legal counsel or reviewing this AGREEMENT prior to agreeing to the terms of this AGREEMENT and prior to using the SOFTWARE PRODUCT.

TERMS AND CONDITIONS

YOU (either an individual or business entity) (referred to herein as "YOU") agrees to license the SOFTWARE PRODUCT from the COMPANIES in accordance with the following terms:

1. Grant Of License. The COMPANIES hereby grant to YOU a nontransferable, nonexclusive, non-assignable, non-commercial, non-sublicenseable, royalty-free license to use the SOFTWARE PRODUCT in order to obtain data and other information regarding the performance of 3D OpenGL graphics hardware. Except as specifically provided in this AGREEMENT, no other right of any kind or license is to be implied by or inferred from any of the provisions of this AGREEMENT or by the conduct of YOU or the COMPANIES.

2. Rights To Publish Results Obtained Through The Use Of The SOFTWARE PRODUCT. The COMPANIES also grant to YOU the right to publish measurement results obtained from your use of the SOFTWARE PRODUCT, provided that YOU comply with the following restrictions:

a. Identify the COMPANIES, the name and version number of the benchmark SOFTWARE PRODUCT used (e.g., Indy3Dä ver. 3.0 developed by Sense8 Corporation and Mitsubishi Electronic America, Inc.);

b. Follow proper trademark usage and acknowledge the trademark rights of Sense8 and MELA;

c. Identify the specific Indy3Dä score(s) being referenced (e.g. MCAD, Animation or Simulation);

d. YOU may use the Indy3Dä logo only if the measurements YOU report are from the Sense8 Official Results home page http://www.sense8.com/indy3d/) and have been verified by Sense8;

e. If the hardware YOU are testing is unable to render specific, defined settings of the SOFTWARE PRODUCT for the particular user test (MCAD, Animation or Simulation) as defined in the table below, YOU must identify that the specific measurement does not conform to the official Indy3D test results (e.g. "measured results do not conform to official Indy3D settings and may not be comparable"). The official defined settings of the SOFTWARE PRODUCT are as follows:

Settings	MCAD150	MCAD40	Animation	Simulation
Resolution of rendered window	1024x768	1024x768	1024x768	1024x768
Color depth (bits)	24	24	24	24
Z-buffer depth	24	24	24	24
Texture	off	off	on, bilinear	on, trilinear
Fog	off	off	on	on
Translucency	off	off	off	on
Lights	amb.+1directed	amb.+1directed	amb.+1directed	amb.+1directed
Shading	smooth	smooth	smooth	smooth

f. Identify the operating system version, if any (e.g., Microsoft® Windows® 95 or Windows NT® 4);

g. State that the products used in the test were either available to the public or within 60 days of being available to the public; and

h. If YOU perform your own measurements, and Sense8 is unable to verify them, or use a reference platform other than the one defined by Sense8, the following conditions apply in addition to the previous conditions: (i) YOU may not use the Indy3Dä logo in the publication of results; (ii) YOU must identify the exact name, processor speed and type, number of processors, amount of RAM, amount of cache, if any, of the PC used for the test; (iii) if YOU do not use the official "Indy3D Settings" from the table defined in Section 2 e., when gathering your measurements, YOU must clearly state the software settings in effect when the measurements were made; and (iv) state that the test was performed without independent verification by Sense8 and that Sense8 makes no representations or warranties as to the result of the test.

3. Termination. The COMPANIES may terminate this AGREEMENT at any time by notifying YOU. YOU may terminate this AGREEMENT at any time by returning, destroying or erasing all forms and copies of the SOFTWARE PRODUCT. This AGREEMENT will terminate automatically if YOU fail to comply with any of the terms and conditions of this AGREEMENT. Upon termination of this AGREEMENT, YOU agree to cease all use of the SOFTWARE PRODUCT, including the publication of benchmark test results obtained by YOU from use of the SOFTWARE PRODUCT. YOU further agree to immediately return, destroy, delete or erase the SOFTWARE PRODUCT, including all tangible copies of the SOFTWARE PRODUCT and other materials related to the SOFTWARE PRODUCT in your possession or under your control. In the event of termination, the Sections 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 shall survive.

4. Ownership Of Software. This AGREEMENT does not constitute a sale of the SOFTWARE PRODUCT but a license to use the SOFTWARE PRODUCT in accordance with the terms of this Agreement. YOU acknowledge that title, ownership and all intellectual property rights in and to the SOFTWARE PRODUCT and any copies of the SOFTWARE PRODUCT are owned by and remain with the COMPANIES.

5. Restrictions. Except for making one copy solely for back-up purposes, copying of the SOFTWARE PRODUCT or any portion thereof, including any of the printed materials or electronic materials, is expressly forbidden. YOU agree not to modify the SOFTWARE PRODUCT or to attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the SOFTWARE PRODUCT. THE SOFTWARE PRODUCT is not designed or intended for use in online control of aircraft, air traffic, aircraft navigation or aircraft communications, or in the design, construction, operation or maintenance of any nuclear facility. YOU warrant that YOU will not use the SOFTWARE PRODUCT for such purposes.

6. COPYRIGHT AND TRADEMARK RIGHTS. The SOFTWARE PRODUCT is protected by United States Copyright and Trademark law and international treaties. YOU agree that any copy or version of the SOFTWARE PRODUCT shall contain all of the COMPANIES’ copyright and trademark notices and other notices of the COMPANIES’ proprietary rights as may be contained in the SOFTWARE PRODUCT as originally provided to YOU. Such use of any copyright, trademark or other proprietary rights of the COMPANIES by YOU does not give YOU any rights of ownership in the copyright, trademark or proprietary right.

7. Maintenance and Support. The COMPANIES have no obligation to provide support, maintenance, updates, modifications or new releases of the SOFTWARE PRODUCT to YOU under this AGREEMENT.

8. No Warranty. THE COMPANIES DO NOT AND CANNOT WARRANT THE PERFORMANCE, SUITABILITY OR RESULTS THAT YOU MAY OBTAIN BY USING THE SOFTWARE PRODUCT FOR ANY PURPOSE WHATSOEVER. THE SOFTWARE PRODUCT IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY. THE COMPANIES DISCLAIM ALL WARRANTIES WITH REGARD TO THE SOFTWARE PRODUCT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. THE COMPANIES FURTHER EXPRESSLY DISCLAIM ANY WARRANTY THAT THE SOFTWARE PRODUCT DOES NOT INFRINGE UPON ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. Some states or jurisdictions do not allow the exclusion or limitation of implied warranties, so the above limitations may not apply.

9. Limitation Of Liability. IN NO EVENT SHALL THE COMPANIES BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, LOSS OR INACCURACY OF DATA, LOSS OF PROFITS, LOSS OF SAVINGS, THE COST OF PROCUREMENT OF SUBSTITUTED GOODS, SERVICES OR TECHNOLOGIES, OR FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, WHETHER IN AN ACTION FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHER ACTION IN TORT, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE PRODUCT, EVEN IF ONE OF THE COMPANIES’ REPRESENTATIVES WAS ADVISED OF A POSSIBLE THIRD PARTY DAMAGES' CLAIM OR ANY OTHER CLAIM AGAINST YOU. Some states or jurisdictions do not allow the exclusion or limitation of direct, incidental, consequential or special damages, so the above limitations may not apply.

10. No Assignment. This AGREEMENT is not assignable or transferable by YOU without the prior written consent of the COMPANIES and any attempt to do so shall be void.

11. No Waiver Or Modification. No failure to exercise, and no delay in exercising any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. Any waivers or amendments shall be effective only if made in writing and signed by an authorized representative of the COMPANIES.

12. Severability. If any provision or portion of a provision of this AGREEMENT is held to be invalid or unenforceable for any reason, such invalidity shall not affect the validity of the balance of this AGREEMENT, which shall remain valid and enforceable.

13. Venue And Jurisdiction. This AGREEMENT shall be governed by and construed in accordance with the laws of the State of California of the United States of America and, as to matters affecting copyright, trademark and patents, by United States federal law. This AGREEMENT will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. In addition, YOU agree that if any legal action is filed by either one of the COMPANIES or YOU to enforce the terms of this AGREEMENT, then such action shall be filed in a California state court in Santa Clara County, California or a United States District Court for the Northern District of California. YOU irrevocably consent to the jurisdiction of these courts for purposes of resolving any dispute arising from your use of the SOFTWARE PRODUCT.

14. Injunction. YOU agree that if YOU commit a material breach of this AGREEMENT which adversely affects the COMPANIES’ intellectual property or proprietary rights in the SOFTWARE PRODUCT, such a breach will cause irreparable injury to the COMPANIES for which monetary damages would not be an adequate remedy. In the event of such a breach, the COMPANIES shall be entitled to equitable relief in addition to seeking any other available legal or equitable remedy.

15. Government Restricted Rights. The SOFTWARE PRODUCT and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable.

16. Export Regulations. The SOFTWARE PRODUCT is subject to export or import regulations of the United States and other countries, including the United States Export Administration Act and its associated regulations. YOU agree to comply strictly with all such laws and regulations and not to download, ship, transfer, export or re-export the SOFTWARE PRODUCT into any country or use the SOFTWARE PRODUCT in any manner prohibited by such laws and regulations. The SOFTWARE PRODUCT may not be downloaded, or otherwise exported or re-exported: (i) into, or to a national or resident of, Cuba, Iraq, Iran, North Korea, Libya, Sudan, Syria or any country to which the United States has embargoed goods; or (ii) to anyone identified on the United States Department of Treasury’s list of Specially Designated Foreign Nations or the United States Department of Commerce’s Denied Persons List.

17. Complete Understanding. This AGREEMENT constitutes the entire agreement between YOU and the COMPANIES and supercedes all previous representations or agreements, whether oral or written. If YOU are acquiring the SOFTWARE PRODUCT through a download from the Internet, and if any term of the Legal Notice page from that Website conflicts with a term or terms of this AGREEMENT, the terms of this AGREEMENT will govern.

If YOU agree to the terms of this AGREEMENT, please indicate your agreement by clicking the term "agree" below. If not, please click the term "Disagree," cease any further attempt to install/download the SOFTWARE PRODUCT and return or destroy all originals and copies of the SOFTWARE PRODUCT, including any printed materials or electronic documentation in your possession, custody or control.

INQUIRIES: If YOU have any comments, problems, questions or suggestions about the SOFTWARE PRODUCT or the terms of this AGREEMENT stated above, please send an e-mail to info@indy3d.com. Please include as much detail as possible in your email.

Thank you for your cooperation. We look forward to your comments about this technology.

Sense8 Corporation and Mitsubishi Electronics America, Inc.

Copyright ã 1998 Sense8 Corporation and Mitsubishi Electronics America, Inc. All rights reserved. Mitsubishi Electronics America, Inc., 1050 East Arques Avenue, Sunnyvale, CA 94086, USA. Sense8 Corporation, 100 Shoreline Hwy., Mill Valley, CA 94941.