Xinuos, INC.
SOURCE CODE LICENSE AGREEMENT

PRIOR TO DOWNLOADING AND USING THE SOFTWARE PRODUCTS DESCRIBED BELOW (HDK 7.1), CAREFULLY READ ALL TERMS AND CONDITIONS OF THE FOLLOWING SOURCE CODE LICENSE AGREEMENT ("AGREEMENT"). IF YOU ACKNOWLEDGE THAT YOU UNDERSTAND THE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, SELECT "ACCEPT" WHEN THE OPTION APPEARS. SELECT "CANCEL" IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND THEREFORE WISH TO END THIS SESSION AND NOT DOWNLOAD THE SOFTWARE PRODUCTS.

1. GRANT
   Xinuos, Inc. ("Xinuos") hereby grants you, and you hereby accept from Xinuos, a perpetual, non-exclusive right to use the PRODUCTS described in Section 2 below, subject to the terms and conditions of this Agreement.

2. PRODUCTS
   "PRODUCT(S)" means the human-readable source code version and machine-readable binary version of the UnixWare 7 Hardware Developers Kit ("HDK 7.1").

3. USE
   You may use, copy and modify the PRODUCTS only for purposes of development on the Xinuos operating system platform. You may make additional copies of the PRODUCTS exclusively for internal back-up purposes. You will reproduce all confidentiality and proprietary notices on each of these items. You may further compile the PRODUCTS and modifications thereto and distribute the resulting binary copies for use on the Xinuos platform, without royalty to Xinuos, provided (i) such binary PRODUCT(S) is licensed pursuant to an end user license agreement substantially similar to that utilized by Xinuos, a copy of which will be provided to you upon request; and (ii) you reproduce all confidentiality and proprietary notices of Xinuos in such binary product. You may not distribute the PRODUCTS in source code form, except that you may permanently transfer your rights in and to the PRODUCTS as set forth in Section 9 below.

4. WARRANTIES
   EXCEPT FOR THE Xinuos WARRANTY SET OUT BELOW, OR OTHERWISE EXPRESSLY PROVIDED IN A SEPARATE AGREEMENT WITH Xinuos, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY Xinuos OR ITS REPRESENTATIVES OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.

   SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

5. NO CONSEQUENTIAL DAMAGES
   IN RECOGNITION OF THE FACT THAT YOU WILL NOT PAY ANY SOURCE CODE FEES OR OTHER MONETARY CONSIDERATION UNDER THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL Xinuos OR ITS REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON YOUR CLAIMS OR THOSE OF YOUR CUSTOMERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE PRODUCTS, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY.

   SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF EXCLUSION OF LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

6. OWNERSHIP
   Xinuos retains all rights, title, "moral rights" and interest to the PRODUCTS as provided to you by Xinuos. Subject to Xinuos's underlying rights, including but not limited to its ownership rights in the PRODUCTS, you shall retain all right, title, "moral rights" and interest in any modifications made by you to the PRODUCTS. Any copies of the modified PRODUCTS distributed by you shall bear the copyrights of both you and Xinuos. All trademarks, service marks, patents, copyrights, trade secrets and other proprietary rights in or related to the Xinuos provided PRODUCTS are and will remain the exclusive property of Xinuos, whether or not specifically recognized or perfected under local applicable law. You further acknowledge that the PRODUCTS as provided to you by Xinuos embody confidential information owned by Xinuos and you agree to make commercially reasonable best efforts to protect the confidentiality of such information.

7. TERMINATION
   You may terminate this Agreement, by notifying Xinuos of such termination. Xinuos may terminate this Agreement, upon reasonable notice and without judicial or administrative resolution, if you or any of your employees or consultants breach any term or condition hereof.

   Upon the termination of this Agreement for any reason, all rights and licenses granted to you hereunder will cease, and you must promptly (i) purge the PRODUCTS from all your computer systems, storage media and other files, (ii) destroy the PRODUCTs and all copies thereof and (iii) deliver to Xinuos an affidavit which certifies that you have complied with these termination obligations.

8. EXPORT RESTRICTIONS
   You acknowledge that the PRODUCTS and all related technical information, documents and materials are subject to export controls under the U.S. Export Administration Regulations and the export regulations of other countries. You may not re-export the PRODUCTS or any related technical information, document or material unless you have obtained an appropriate authorization from the U.S. Commerce Department and any other relevant government authority.

9. ASSIGNMENT
   You may assign this Agreement and permanently transfer the PRODUCTS to a third party, but only if you promptly send Xinuos an affidavit signed by you and your assignee that (i) sets forth your assignee's name and address, (ii) acknowledges that your assignee will comply with the terms and conditions of this Agreement and (iii) certifies that you have fulfilled item (i) of Section 7 and have not retained any PRODUCTS or copies thereof. All such signed affidavits shall be sent to Xinuos, Inc. 2300 West Sahara Avenue, Suite 1150, Las Vegas, Nevada 89102. Except as provided above, you may not assign, sublicense, lease, pledge or otherwise transfer or encumber the PRODUCTS, this Agreement or your rights or obligations hereunder without Xinuos's prior approval.

10. MISCELLANEOUS
    All notices or approvals required or permitted under this Agreement must be given in writing. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by Xinuos. This Agreement will bind your successors-in-interest. This Agreement is governed by the laws of the State of Utah, U.S.A. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement. If you are a U.S., State, or Local Government end-user, PRODUCTS and/or Software produced by Xinuos are commercial computer software as defined in FAR 12.212, and have been developed exclusively at private expense. All technical data, or Xinuos commercial computer software/documentation is subject to the provisions of FAR !2.211 - "Technical Data", and FAR 12.212 - "Commercial Computer Software" respectively, or clauses providing Xinuos equivalent protection in DFARS or other agency specific regulations. In the event of any inconsistency between this Agreement and any other related agreement between Xinuos and you, the terms of this Agreement will prevail.