
                         HARDWARE LICENSE AGREEMENT


Compaq Computer Corporation, a Delaware corporation with offices at
20555 SH 249, Houston, TX, (COMPAQ) and you the CUSTOMER agree as follows:


1.  DEFINITIONS

1.1 HARDWARE INFORMATION shall mean the schematics, net-lists, logic
equations, bills-of-materials, manufacturing and assembly information,
mechanical drawings, documentation, and any associated information that you
are about to download, as well as any actual device based on the downloaded
data and built by CUSTOMER.

1.2 INTELLECTUAL PROPERTY RIGHTS shall mean:

   * A. All rights, title and interests in all trade secrets, and all trade
     secret rights arising under the common law, state law, federal law and
     laws of foreign countries.
   * B. All rights, title and interests in all reissue, division,
     continuation or continuation-in-part patent applications throughout
     the world now or hereafter filed and all patents issuing therefrom.
   * C. All rights, title and interests in all mask work rights, all
     copyrights and all other literary property and author rights, whether
     or not copyrightable, throughout the world.
   * D. All rights, title and interests in all know-how and show-how
     whether or not protected by copyright or trade secret.

1.3 DERIVATIVE HARDWARE shall mean a work which is based upon HARDWARE
INFORMATION, such as a revision, modification, collection, compilation or
any other form in which such preexisting works may be recast, transformed
or adapted, and includes those works which, if developed by another without
authorization or license from the owner of the preexisting work, would
constitute a copyright infringement or other infringement of proprietary
rights of the owner of the preexisting work.


2.  LICENSE GRANT

2.1 Subject to the terms and conditions of this Agreement, COMPAQ hereby
grants CUSTOMER a non-exclusive, worldwide, non-transferable, royalty-free
license for the term of this Agreement to duplicate and use HARDWARE
INFORMATION solely for internal, non-commercial, research purposes.

2.2 CUSTOMER agrees not to distribute the HARDWARE INFORMATION in any form,
other than for CUSTOMER's own internal, non-commercial, research purposes.

2.3 CUSTOMER grants to COMPAQ a non-exclusive, royalty-free, world-wide,
unrestricted license to sell, duplicate, use, market, sub-license,
distribute and create derivative works of DERIVATIVE HARDWARE.


3.  TECHNOLOGY TRANSFER

3.1 COMPAQ is under no obligation to supply error corrections or updates to
the HARDWARE INFORMATION as they become available, or to provide training,
support or consulting for the HARDWARE INFORMATION.

3.2 Upon written request by COMPAQ, CUSTOMER will provide COMPAQ with the
latest versions of DERIVATIVE HARDWARE, including schematics, net-lists,
logic equations, bills-of-materials, manufacturing and assembly
information, mechanical drawings, and any documentation reasonably
available to CUSTOMER, within 30 days of the request.


4.  INTELLECTUAL PROPERTY

4.1 CUSTOMER acknowledges and agrees that COMPAQ owns all rights, title and
interests in and to the HARDWARE INFORMATION and all Intellectual Property
Rights therein.


5.  TERM AND TERMINATION

5.1 Term.  This Agreement will continue in full force and effect
perpetually, unless terminated under this Section 5.

5.2 Termination.  If CUSTOMER shall fail to perform or observe any of the
terms and conditions to be performed or observed by it under this
Agreement, COMPAQ shall give written notice to CUSTOMER specifying the
respects in which they have failed to perform or observe the conditions of
this Agreement.  In the event that any default so indicated is not remedied
within thirty (30) days after receipt of such notice, COMPAQ may in its
sole discretion thereafter elect to terminate this Agreement, and this
Agreement and all the obligations owed and rights granted herein to
CUSTOMER shall immediately terminate.

5.3 Effect of Termination: The parties agree that the termination of this
Agreement shall not release either party from any other liability which
shall have accrued to the other party at the time such termination becomes
effective, nor affect in any manner the survival of any right, duty or
obligation of either party.  In the event of any termination of this
Agreement for any reason, CUSTOMER shall return all original and all whole
or partial copies of the HARDWARE INFORMATION provided to CUSTOMER under
this Agreement.  CUSTOMER further shall cease to use and distribute the
HARDWARE INFORMATION in all forms immediately upon date of termination.


6.  DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

6.1 The HARDWARE INFORMATION is provided by COMPAQ on an "AS IS" basis and
without warranty or representation of the quality, characteristics or
functionality of the HARDWARE INFORMATION including but not limited to
whether it is error-free, Y2K compliant or will operate in accordance with
the performance requirements of CUSTOMER.  COMPAQ HEREBY DISCLAIMS ALL
EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.

6.2 CUSTOMER will hold COMPAQ harmless against all liabilities, demands,
damages, expenses, or losses arising out of use by CUSTOMER of HARDWARE
INFORMATION or information furnished under this agreement.

6.3 In no event shall COMPAQ be liable to CUSTOMER for any lost profits, or
any form of special, incidental, indirect, consequential, or punitive
damages of any kind whether in an action in contract, tort (including
negligence), product liability or otherwise, whether or not foreseeable and
whether or not COMPAQ has been informed in advance of the possibility of
such damages including, without limitation, any damages claimed upon any
termination of this Agreement.  COMPAQ makes no representations or
warranties that any making, using, selling, offering for sale, importation,
licensing, duplication, derivation, distribution or other disposition of
the HARDWARE INFORMATION will be free from infringement of any intellectual
property rights owned by a third party.  COMPAQ will have no obligation to
defend, indemnify, or hold harmless CUSTOMER, its employees,
sub-contractors or transferees from any suit, action or claim alleging
infringement of any third party's proprietary intellectual property rights.


7.  GENERAL TERMS

7.1 Choice of Law.  This Agreement shall be governed by the internal laws
of the State of Texas excluding its conflict of laws rules.

7.2 CUSTOMER Assignment.  This Agreement imposes personal obligations on
CUSTOMER.  CUSTOMER shall not assign any rights under this Agreement
without the written consent of COMPAQ.

7.3 Export Law Compliance.  The HARDWARE INFORMATION obtained under this
Agreement may be subject to U.S. and other government export control
regulations.  CUSTOMER agrees that it will comply with these regulations
whenever it exports or re-exports a controlled product or technical data
obtained from COMPAQ or any product produced directly from the HARDWARE
INFORMATION.

7.4 Waiver of Breach.  The waiver of a breach hereunder may be effected
only by a writing signed by COMPAQ and shall not constitute a waiver of any
other breach.

7.5 Severability.  If a court finds that any provision of this Agreement is
invalid or unenforceable, that provision will be enforced to the maximum
extent permitted by law, and the other provisions of this Agreement will
remain in full force and effect.  Furthermore, the parties agree to
substitute for the invalid or unenforceable provision a valid and
enforceable provision which most closely approximates the intent and
economic effect of the invalid or unenforceable provision.

7.6 Complete Integration.  CUSTOMER acknowledges that it has read this
Agreement, understands it and agrees to be bound by its terms and further
agrees that it is the complete and exclusive statement of the Agreement
between the parties which supersedes all communications and understanding
between the parties relating to the subject matter of this Agreement.
