END USER LICENSE AGREEMENT 
IMPORTANT - READ CAREFULLY 

This Tsingyue software limited end-user license agreement("EULA")is
a legal agreement between you(either and individual person or a single
legal entity,referred to herein as the "user")and Tsingyue limited
("Tsingyue"herein)for the use of certain computer technology developed
and distributed by Tsingyue,whether in the form of computer software,
hardware,firmware or any other form.please read this document carefully
before using the licensed materials.By using the licensed materials,
you are agreeing to be bound by the terms of this license.If you do not
agree to the terms of this license,you are not permitted to use the
licensed materials;If you have already purchased the license materials,
but have not used them,promptly return the licensed materials to the 
place where you obtained them and your money will be refunded.

1. Definitions     
In this EULA, unless the context is otherwise required, the following 
expressions will have the following meanings:
Tsingyue means Tsingyue software Limited and any or all of its subsidiaries, 
divisions or subdivisions.
Bundle(d) refers to when two or more Tsingyue Products are supplied together
 as an inclusive package. When Products are supplied as a Bundle they are 
deemed a single Product in terms of their usage and transfer. In no event 
shall User be permitted to install any portion of a Bundled Product on a 
computer or LAN for which any of the Bundled Products are not licensed.
Effective Date means the commencement date of this License with respect 
to the applicable Licensed Materials, which shall be the date you obtain 
the Licensed Materials.
User means the entity, either individual or company, that is obtaining the 
Licensed Materials. Software Products means any and all Tsingyue computer 
software applications that accompanies or is hereafter provided pursuant 
to this EULA, including any associated media, printed materials and 
electronic documentation. 
The Software Product also includes any other Bonus Technology provided by 
Tsingyue to User for use by User in creating add-on products to the Tsingyue
 software application provided hereunder. The Software Products also include
 any software updates, software version upgrades, software configuration 
upgrades, add-on components, web services and/or supplements that Tsingyue 
may provide to User or make available to User after the date User obtains 
the initial copy of the Software Products, to the extent that such items 
are not accompanied by a separate license agreement or terms of use.
Bonus Technology means an additional Tsingyue Software Product provided to 
User as an addition to the existing Tsingyue software application User already
 has licensed or is licensing hereunder. All Bonus Technologies are deemed to 
become part of the original Software Products, and all terms and conditions of
 this EULA apply to them. Bonus Technologies are licensed for use only in 
conjunction with the original license for which they were supplied as Bonus 
Technology items. 
All limitations, including installation and usage, and Software Product 
transfer, apply to them. In no event shall User be permitted to install any 
Bonus Technology on a computer or LAN for which the Tsingyue software 
application is not licensed.Developer Edition means an Tsingyue Software 
Product that is accompanied by the Developer Kit or other Bonus Technologies
 to permit User to create add-on products for Tsingyue Software Products.
Developer Kit means Bonus Technologies supplied when a Developer Edition of 
an Tsingyue Software Product is licensed by User. The Developer Kit includes 
programmer-relevant software interface documentation, source code examples, 
and Runtime Libraries.
Runtime Libraries means compiled software development library files supplied
 as part of the Developer Kit.
Intellectual Property Rights means patent, copyright, design right (whether
 registered or unregistered), confidential information and any other 
intellectual property rights or howsoever described or, where the context 
so admits or requires, and one or more of the foregoing.  
Core means a block of logic or data used to implement specific component 
functionality in an FPGA (Field Programmable Gate Array) or an ASIC 
(Application Specific Integrated Circuit). Tsingyue Cores are supplied as
 pre-synthesized EDIF, or as hardware description language source code.
Libraries means compiled computer software development library files supplied
 as part of the Licensed Materials.
Licensed Materials means the computer hardware, firmware and Software Products
(including but not limited to all Bonus Technologies, Bundled Software 
Products, Cores and Libraries) provided to User hereunder.
Licensed User Products means any integrated circuits designed, manufactured or
marketed by or on behalf of User that incorporate all or any of the Libraries,
 or were designed using any of the Licensed Materials.  
LAN or Local Area Network means an interconnected set of computers, all of 
which are physically located within a twenty (20) mile radius, upon which
 any computer software provided as part of the Licensed Materials may run.  
Permitted Use means use by the User of the Licensed Materials in accordance
 with Section 2 below.Security System means the method of enabling any 
computer software provided with the Licensed Materials to operate in 
accordance with the way they have been licensed by User.
Specifications means Tsingyue¡¯s published specifications for the 
Licensed Materials.

2. Ownership and Grant of License  
The Licensed Materials are licensed to User, not sold.  The Licensed 
Materials are the sole property of Tsingyue and/or its licensors and are
 protected by all applicable intellectual property and contract laws, 
including but not limited to laws relating to patents, copyrights, trade
 secrets, trademarks and any other intellectual property or contract laws
(collectively, ¡°Intellectual Property Rights¡±).  User acknowledges that
 all Intellectual Property Rights in the Licensed Materials are and will 
remain the sole property of Tsingyue and/or it licensors. Nothing 
contained in this License will be construed as conferring by implication,
 estoppel or otherwise upon either party any license or other right except
 the licenses and rights expressly granted hereunder to a party hereto.
Upon payment of the applicable fees, Tsingyue hereby grants User a 
nonexclusive,worldwide, non-transferable license:
(i) to use the Licensed Materials, solely for the design, simulation, 
implementation and manufacture of Licensed User Products; and subject 
to Section 3, below,
(ii) to make, have made, use, sell or otherwise distribute Licensed User
 Products developed from the Licensed Materials and, in User¡¯s 
discretion, incorporating all or any portion of the Libraries, on a 
worldwide basis to User¡¯s customers. This EULA grants User the right to
 install and use the Licensed Materials upon or in connection with a single
 computer or a single Local Area Network, depending upon the terms under 
which User has licensed the Licensed Materials from Tsingyue.  In the event
that User has licensed the Licensed Materials for use on and in connection
 with a single computer, User may install and use only a single copy thereof,
 and said copy may be used only by the original licensee; provided, however, 
that in the case of a single User, said original licensee/User may install
 a second copy of the Licensed Materials on a home computer solely for use 
in connection with, and governed by, the License grantedherein.  In the event
 that User has licensed the Licensed Materials for use in connectionwith a
 Local Area Network, this EULA allows as many persons employed or hired as
contractors by User to simultaneously use the Licensed Materials as are 
permitted under the license obtained from Tsingyue by User.  At no time 
shall User permit the number of persons that may access and/or use the 
Licensed Materials to exceed the number of persons for whom User has 
licensed the same.  User understands and agrees that such use beyond 
that licensed hereunder, whether by allowing excess persons to use the 
Licensed Materials or otherwise, shall constitute not only breach of 
this EULA, but violation of national and international copyright laws.
User may increase the number of persons permitted to use the Licensed 
Materials at any one time by paying Tsingyue additional license fees in
 accordance with then-applicable pricing, provided that such additional
persons in no way access or use the Licensed Materials prior to any such
 additional license fees being paid by User.  In the event that any 
provision of this EULA is breached by User, the license granted herein 
shall automatically terminate, without further action by Tsingyue and 
whether or not User abides by such termination.  Failure of Tsingyue to
learn about any such breach shall not constitute a basis for User to assert
 that it is not in breach hereof, or that Tsingyue has acquiesced in such 
breach. Restrictions on Use, Disclosure; Third-Party License Rights

3.1. The Licensed Materials are licensed only to User, not sold.   

3.2. Except as provided herein and in Section 3.3, below, in no event shall
User
disclose, transfer, assign, publish, distribute, provide in a service bureau,
rent, lease or in any other way make available to any other person the
Licensed Materials or any part thereof without the prior written consent of
 Tsingyue; provided£¬however, that User shall be permitted to include within
any Licensed User Products the Libraries provided by Tsingyue as part
thereof.  Such permission, however, in no event shall be construed to allow
User or any other entity to include any of the Licensed Materials, including
but not limited to the Libraries, in commercial products meant to compete
with the Licensed Materials.

3.3. Notwithstanding Section 3.2, above, as to Licensed Materials that in 
their entirety contain no Cores or computer source code, User may transfer
 said Licensed Materials only as a unit, and provided that User destroys 
any other copies of the same prior to said transfer, and that the transferee
 obtains a copy of this EULA from User. 
   
3.4. A license obtained for a single computer may not be transferred for 
use in connection with a LAN unless User pays the license fees required 
for a LAN license.

3.5. In the event that User has previously purchased a license to an 
earlier version of Licensed Materials being licensed hereunder, then for 
such transfer to be effective, any and all prior versions and parts thereof
 licensed by User must be transferred.  

3.6. User understands and agrees that in no event shall s/he/it make 
unauthorized copies of, decompile, reverse engineer, disassemble, modify,
 or otherwise reduce the Licensed Materials or any portion thereof to 
human-perceivable form, or disclose to any third person any portion of 
the Licensed Materials in human-perceivable form.  User may not modify the
 computer software provided with the Licensed Materials so as to make said
 software operable without the Tsingyue Security System with which they 
have been supplied.  
 
3.7. User may not provide, disclose or in any other way make available to 
others any Cores, design data or information including, but not limited to,
schematics, hardware description language source code, or netlist files of 
any Licensed Materials to any third person without the prior written 
approval of Tsingyue; provided¡£however, that User may provide device 
programming files, namely bit-stream files or PROM files, to third persons
 without such prior approval solely for use in the manufacturing of 
Licensed User Products.   

3.8. The license rights granted herein are to licensed Materials
 developed and designed solely by or for Tsingyue.  User understands
 and agrees that the Licensed materials contain computer software and
Intellectual property belonging to third parties, and That the license to such
 third party computer Software and intellectual property extends only to
Their use for development purposes.  User Understands and agrees that 
it is the sole Responsibility of user to determine what license rights, if any, 
s/he or it must obtain in connection with any  such third-party computer 
software and Intellectual property in the event that user develops and wishes 
to distribute commercial products that Incorporate or are based upon such 
third party computer software and intellectual property.  User agrees to
 indemnify, defend and hold tsingyue and all those associated with tsingyue
 completely harmless from any and all liability, including but not limited to 
attorneys and experts fees, associated in any manner with user¡¯s failure to 
obtain or properly maintain any such required licenses.

3.9. The Licensed Materials are not designed, intended, or authorized for use in
components of systems intended for, or in relation to the operation of,
weapons, weapons systems, nuclear installations, means of mass
transportation, aviation, life-support computers or equipment (including
resuscitation equipment and surgical implants), pollution control, hazardous
substances management, or for any other application in which the failure of
the Licensed User Products could create a situation where personal injury or
death may occur. Should User provide any Licensed User Products for any
such unintended or unauthorized application, User shall indemnify and hold
Tsingyue and its officers, employees, subsidiaries, affiliates, and distributors
harmless against all claims, costs, damages, expenses, and reasonable
attorney fees arising out of, directly or indirectly, any claim of personal
injury, death, or other damages associated with such unintended or
unauthorized use, even if such claim alleges that Tsingyue was negligent
regarding the design of the Licensed Materials.

4.Intellectual Property Rights  
User acknowledges that all Intellectual Property Rights in the Licensed
 Materials are and will remain the sole property of Tsingyue or it 
licensors, if any. Nothing contained in this License will be construed
 as conferring by implication, estoppel or otherwise upon either party
 any license or other right except the licenses and rights expressly 
granted hereunder to a party hereto.

5.  Confidentiality   
User acknowledges and agrees that the Licensed Materials and all other
 information provided therewith are to be held by User in confidence,
 and not to be disclosed except as permitted herein.  User acknowledges
 and agrees that the Licensed Materials constitute the trade secrets and
 proprietary information of Tsingyue. User shall make the Licensed Materials
 available only to its employees or to independent contractors who have
 entered into a confidentiality agreement with User sufficient to protect
 Tsingyue¡¯s Intellectual Property Rights in the Licensed Materials.  
User shall use sufficient safeguards to ensure the confidentiality of 
Tsingyue¡¯s Licensed Materials, and in no event less than the standardof 
protection used generally in the semiconductor industry.  

6. Term; Termination    
This License will commence upon the Effective Date and will remain 
effective until terminated. User may terminate this License at any
 time by destroying the Licensed Materials and all copies thereof.
 This License will terminate immediately without notice from Tsingyue 
if User breaches any provision of this License, provided that any payment
obligations accruing prior to such termination will remain due and owing.
 Upon termination of this License, (i) the licenses, rights and covenants
 granted hereunder and the obligations imposed hereunder will cease, 
except as otherwise expressly provided for herein, and User will destroy
 the Licensed Materials, including all copies and all relevant 
documentation. The provisions of all sections which by their nature 
would survive the termination of this License shall so survive.

7. Governmental Use   
The Licensed Materials are commercial computer software developed 
exclusively at Tsingyue¡¯s expense. Accordingly, pursuant to the CHINA
 IntellectualProperty Rights law , use,duplication and disclosure of
 the Licensed Materials by or for  the United States  Government is
 subject to the restrictions set forth in this License. The Manufacturer
 is Tsingyue Limited.

8. Limited Remedy and Disclaimer   
Tsingyue represents that for a period of ninety (90) days from 
shipment of the Licensed Materials to User the Licensed Materials 
will substantially conform to the Specifications. Tsingyue¡¯s sole
 liability and the User¡¯s exclusive remedy with respect to breach
 of the foregoing limited representation will be limited to error
 correction or replacement, or if neither is in Tsingyue¡¯s opinion
 commercially feasible, termination of this License and refund of 
any license fee received by Tsingyue from the User in respect of 
the relevant itemof Licensed Materials. 

Except as specifically stated above,the licensed materials licensed
hereunder are provided "as is" without warranty of and kind,either
expressed,implied or statutory,including without limitation,any 
warranty with respect to noninfringement,merchantability or fitness 
for any particular purpose.

Tsingyue does not warrant that the functions contained in
any of the Licensed Materials will meet User¡¯s requirements, or
 that the operation of the Licensed Materials will be uninterrupted
 or error free, or that defects in the Licensed Materials will be 
corrected. Furthermore, Tsingyue does not warrant or make any 
representations regarding use or the results of the use of the 
Licensed Materials in terms of correctness, accuracy, reliability 
or otherwise.

9. Limitation of Liability    
The entire liability of Tsingyue in respect of any breach of its 
contractual obligations arising under this license and any 
representation,statement or tortious act or omission including 
negligence arising under or in connection with this license
(together an "EVENT OF DEFAULT")shall be limited to damages in
the preceding 12 months for the applicable licensed materials.
notwithstanding the foregoing,Tsingyue will not be liable to
user in respect of any event of default for loss of data,profits,
goodwill or any type of special,indirect or consequential loss
(including loss or damage suffered by user as a result of any
action brought by a third party)even if advised of the possibility
of user incurring the same.This limitation shall apply notwithstanding
the failure of the essential purpose of any limited remedies herein.
Nothing in which it would not otherwise be legally entitled. User
acknowledges that no promise,representation,warranty or undertaking 
has been made by Tsingyue to any person on user's behalf as to the 
profitability or any other consequences or benefits to be obtained 
from delivery to user of the licensed materials.User has relied upon
its own skill and judgment in acquiring the licensed materials.

Nothing in this EULA is meant to exclude, restrict or modify any 
liability of Tsingyue under any law under any jurisdiction in which
 the Licensed Materials are licensed, which law prohibits, restricts
 or modifies anyportion of the limitation of liability set forth herein.

10. Export Restriction    
Depending upon the jurisdiction in which the Licensed Materials are 
licensed, this License may be subject to certain government export 
and other restrictions, and User shall comply with all applicable 
laws in connection therewith.  User agrees that User will not export
 or re-export the Licensed Materials, reference images or accompanying
 documentation in any form without the appropriate governmental licenses.
 Failure tocomply with this provision is a material breach of this License.

11. Third Party Beneficiary   
User understands that portions of the Licensed Materials and related 
documentation may have been licensed to Tsingyue from third parties 
and that such third parties are intended third party beneficiaries of
 the provisions of this License.  

12. Non-Assignment    
Without Tsingyue¡¯s prior written consent, neither this License nor 
any interest herein or part hereof will be transferable or assignable
 by User, by operation of law or otherwise, without Tsingyue¡¯s prior
 written consent, and including whether such transfer or assignment is
 by operation of law, agreement of merger, sale of assets or otherwise.  

13. Governing Law   
This License shall be governed by the laws of the CHINA Intellectual 
Property Rights LAW, without reference to conflict of laws principles, 
provided that if the Licensed Materials are acquired in the foreign 
countries, this License shall be governed by the laws of that country. 
Nothing in this License will be interpreted or construed so as to limit
 or exclude the rights or obligations of either party (if any) which 
it is unlawful to limit or exclude under the relevant national laws .

14. General        
(a) Unenforceability. If for any reason a court of competent 
jurisdiction finds any provision of this License, or portion thereof,
 to be illegal, prohibited, void or unenforceable for any reason, that
 provision of the License shall be replaced to the maximum extent
 permissible so as to effectuate the intent of the parties, and the
remainder of this License shall continue in full force and effect. 
(b) Headings. Save as otherwise provided herein, references to sections
 are to those contained in this License. Headings are inserted for 
convenience only and do not affect the construction of this License.
(c) Construction. Unless the context otherwise requires, words 
importing the singular include the plural and vice versa, words 
importing the masculine include the feminine and words importing persons
 include corporations.
(d) Waiver. No failure or delay on the part of either party in the
 exercise of any power, right or privilege hereunder will operate as a 
waiver thereof, nor will any single or partial exercise of any such 
power, right or privilege preclude any other or further exercise
thereof, or of any other right, power or privilege.
(e) Entire Agreement. This License contains the entire agreement and
 understanding between the parties with respect of the subject matter
 hereof and supersedes all prior agreements, understandings and 
representations, whether oral or in writing. No addition or modification
 to this License is valid unless made in writing and signed by authorized
personnel of Tsingyue and User.




