OEM License Agreement - Network Computer Inc. and Wind River Systems Inc.


                               NETWORK COMPUTER, INC.
                               OEM LICENSE AGREEMENT

       This OEM License Agreement ("AGREEMENT") is entered into by and 
between Network Computer, Inc., a Delaware corporation, with principal 
offices at 1000 Bridge Parkway, Redwood Shores, CA 94065 ("NCI"), and Wind 
River Systems, Inc., a Delaware corporation, with principal offices at 1010 
Atlantic Avenue, Alameda, California 94501 ("LICENSEE").
                                          
                                      RECITAL

       The Licensee desires to license from NCI, and NCI desires to license 
to the Licensee, the right to access and modify the source code version of 
NCI's customized Internet consumer software and duplicate, distribute and 
sublicense the object code versions of such modified source code bundled with 
certain Licensee Products (defined below), and, subject to the restrictions 
described herein, certain specified source code, in all cases in accordance 
with the terms and conditions of this Agreement.
                                          
                                     AGREEMENT
                                          
1.     DEFINITIONS

       For purposes of this Agreement, the following terms shall have the 
following meanings:

              1.1    "ATTACHMENT(S)" means the attachments to this Agreement 
which are attached hereto and incorporated herein:

                     1.1.1  Attachment A (Product(s) and Trademark 
Description) which sets forth a description of the NCI Product and NCI 
Trademarks licensed hereunder; provided, however, that NCI may add or delete 
NCI Trademarks from Attachment A from time to time upon thirty (30) days 
notice.

                     1.1.2  Attachment B (Licensee Product, Licensee 
Trademarks, Pricing and Payment Schedules, Territory and Optional 
Products/Modules) which sets forth a description of the Licensee Product with 
which the NCI Product will be bundled, the Licensee Trademarks licensed 
hereunder, the NCI Product pricing and payment schedule, the Territory in 
which Licensee may distribute the NCI Product pursuant to the terms and 
conditions hereof, and any Optional Products/Modules that may be included in 
the NCI Product subject to mutually agreeable terms and availability.

                     1.1.3  Attachment C (OEM Maintenance and Technical 
Support) which sets forth NCI's and Licensee's respective maintenance and 
technical support obligations.


                                       


                     1.1.5  Attachment D (User Interface and Branding 
Requirements for Directed Browsing) which sets forth Licensee's obligations 
regarding use and inclusion of the NCI logo set forth on Attachment A hereto 
("NCI Logo") as part of the user interface for Directed Browsing applications 
used with the Bundled Product.

                     NCI and Licensee may amend Attachments B and E to this 
Agreement from time to time, in accordance with the provisions of Section 
14.2 below, to include additional NCI Products or Licensee Products 
hereunder, and to specify the relevant terms and conditions with respect to 
such additional NCI Products or Licensee Products.  Unless the parties 
clearly specify to the contrary, no such amendment shall have the effect of 
modifying, terminating or superseding the relevant terms and conditions 
regarding any other NCI Product or Licensee Product hereunder.

              1.2.   "DERIVATIVE WORK(S)" means a revision, modification, 
translation, abridgment, condensation, or expansion of the NCI Product, NCI 
Source Code or End User Documentation, as applicable, or any form in which 
the NCI Product, NCI Source Code or End User Documentation, as applicable may 
be recast, transferred, or adapted, which, if prepared without the consent of 
NCI, would be a copyright infringement.

              1.3.   "DISTRIBUTOR" means any third party appointed by 
Licensee pursuant to this Agreement to distribute the Bundled Product to 
subdistributors, Customers or End Users in accordance with the terms hereof.

              1.4.   "EFFECTIVE DATE" means December __, 1997.

              1.5.   "END USER" means any third party which buys or otherwise 
acquires the right to use a product which contains the Bundled Product for 
its own use and not for further distribution.

              1.6.   "LICENSEE PRODUCT" means the specific product or service 
offered by Licensee and described on Attachment B hereto that may be bundled 
with the NCI Product.  As used in this Agreement, the term Licensee Product 
shall include any new release or new version of the Licensee Product.  

              1.7    "DIRECTED BROWSING" means that use specified in 
Attachment A hereto.  Directed Browsing includes the Embedded Graphics Usage.

              1.8    "EMBEDDED GRAPHICS USAGE" means that use specified in 
Attachment A hereto.

              1.9    "BUNDLED PRODUCT" means one or more products developed 
by Licensee that consists of the Licensee Product and any portion of the NCI 
Product, provided that use of the NCI Product as incorporated in the Bundled 
Product is limited to either Directed Browsing or Embedded Graphics Usage.


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              1.10   "LICENSEE TRADEMARKS" shall include all Licensee 
trademarks, logos and designs specified in Attachment B hereto as may be 
amended from time to time upon Licensee's written notice to NCI.

              1.11.  "MAJOR AND MINOR UPDATES" mean updates, if any, to the 
NCI Product.  Major Updates involve additions of substantial functionality 
while Minor Updates do not.  Major Updates are designated by a change in the 
number to the left of the decimal point of the product release number 
appearing after the product name, while Minor Updates are designated by a 
change in such number to the right of the decimal point.  NCI is the sole 
determiner of the availability and designation of an Update as a Major or 
Minor Update.  Major Updates exclude software releases which are reasonably 
designated by NCI as new products.  Where used herein "UPDATES" shall mean 
Major Updates and Minor Updates.

              1.12.  "PREPAID LICENSE FEE" means the non-refundable, 
non-cancelable licensee fee set forth in Attachment B hereto.

              1.13.  "PROGRAM ERRORS" means one or more reproducible 
deviations in the NCI Product from the End User Documentation.

              1.14.  "ROYALTY" means the royalty set forth in Attachment B 
hereto payable upon licensing or distribution of Bundled Product.

              1.15.  "SERVICE FEE" means the non-refundable prepaid fees set 
forth in Attachment B hereto, which constitute consideration from Licensee to 
NCI for the maintenance and technical support services prescribed in 
Attachment C.

              1.16.  "TERRITORY" means the geographic area set forth in 
Attachment B.

              1.17.  "NCI PRODUCT" means the object code version (expressly 
excluding the NCI Source Code, as defined below) of NCI's proprietary 
software as further described on Attachment A, any Updates thereto as may be 
provided by NCI to Licensee pursuant to this Agreement, and any Derivative 
Works thereof made by or on behalf of Licensee.  The NCI Product expressly 
excludes the NCI Source Code and the Excluded Components (each as defined 
below).

              1.18   "NCI SOURCE CODE" means the mnemonic, high level, 
commented version of the NCI Product in human readable form written in a 
source programming language.

              1.19.  "NCI TRADEMARKS" means any and all NCI trademarks, the 
NCI logos and designs specified in Attachment A hereto as may be amended from 
time to time upon NCI's written notice to Licensee.

              1.20.  "OPTIONAL PRODUCTS/MODULES" means third party modules 
that NCI desire to include in the NCI Product, subject to availability of 
source code from the third 


                                      -3-


party licensor, which are set forth on Attachment B, as may be amended from 
time to time.

              1.21.  "EXCLUDED COMPONENTS" means the NCI source and object 
code for television display, including color correction, anti-flicker, TVBar, 
"TV:", and PopTV technology.

              1.22.  "SPECIFIED PARTIES" means the parties set forth on 
Attachment B.

              1.23.  "REFERENCE PLATFORM" means the NCI NT 150 x 86 based set 
top box configured to display on a VGA monitor and any other versions as 
amended by NCI from time to time by written notice to Licensee.

              1.24.  "REFERENCE IMPLEMENTATION" means the object code version 
of the NCI Source Code as compiled by NCI for execution on the Reference 
Platform.

              1.25.  "INVENTIONS" means any ideas, concepts, inventions, 
procedures, techniques or processes devised by Licensee in the course of 
Licensee's exercise of its rights described in Section 2, which is based upon 
or derivative of the NCI Source Code, Distributable Source or the NCI Product.

              1.26.  "CUSTOMER" means an entity that enters into a license 
agreement with Licensee (directly or through a Distributor or subdistributor) 
pursuant to which the Customer obtains a right to sell products containing 
the Bundled Product to End Users. 

              1.27.  "END USER DOCUMENTATION" means the documents and written 
material or portions thereof, which are distributed generally by NCI to the 
Licensee for delivery to End Users and Customers with the Bundled Product(s), 
as may be updated by NCI from time to time.

              1.28.  "DISTRIBUTABLE SOURCE" means the SDK Source Headers (as 
defined below) and the source code for the Windows Manager, the 2D Graphics 
Library, and the UI Widget Library components of the NCI Source Code for 
Embedded Graphics Usage.

              1.29.  "SDK SOURCE HEADERS" means the source header files 
listed on Attachment A hereto.

2.     GRANT OF LICENSES AND RIGHTS

       2.1.   LICENSES.

              2.1.1  LICENSE.  Subject to all the terms and conditions of 
this Agreement, NCI hereby grants and Licensee hereby accepts: 

              (i) a paid-up, non-exclusive, perpetual, irrevocable (except as 
provided in Section 13), non-transferable, non-assignable right and license 
to use the NCI Source Code and the Excluded Components  solely in accordance 
with the restrictions below and 


                                      -4-


solely to (a) modify the NCI Source Code to create Bundled Product; (b) 
compile the NCI Source Code to create Bundled Product; (c) maintain Bundled 
Product and support Customers and End Users; (d) test the NCI Source Code; 
and (e) train the Designated EGU Employees and Designated DB Employees (as 
defined below):

                     (1) the NCI Source Code for Embedded Graphics Usage shall
       only be used on a secure source code management system, accessible only
       by Licensee's employees who require access to such NCI Source Code for
       Embedded Graphics Usage in order for Licensee to exercise the rights
       granted to Licensee under this Agreement pertaining to Embedded Graphics
       Usage (the "Designated EGU Employees"); and

                     (2) the NCI Source Code for Directed Browsing and the
       Excluded Components shall only be used on a secure source code management
       system, accessible by no more than fifty (50) Licensee employees who
       require access to such NCI Source Code for Directed Browsing and Excluded
       Components in order for Licensee to exercise the rights granted to
       Licensee under this Agreement pertaining to Directed Browsing (the
       "Designated DB Employees"); provided, however, that, in the event that
       Licensee reasonably requires the right to designate more than fifty (50)
       Designated DB Employees, the parties will negotiate in good faith an
       increase in the foregoing number;

              (ii) a paid-up, non-exclusive, perpetual, irrevocable (except 
as provided in Section 13), non-transferable, non-assignable right and 
license to reproduce, and have reproduced, the NCI Product as incorporated 
into the Bundled Product;

              (iii) a non-exclusive, perpetual, irrevocable (except as 
provided in Section 13), non-transferable, non-assignable right and license, 
subject to payment of the Royalties hereunder, to distribute (directly or 
indirectly through Distributors) and sublicense (via Distributor Agreements) 
the NCI Product and Distributable Source, solely as incorporated in the 
Bundled Product, to Customers and Distributors, and to distribute (directly 
or indirectly through Distributors) and sublicense the NCI Product and 
Distributable Source, solely as incorporated in the Bundled Product, to End 
Users, in the Territory and solely for Directed Browsing or Embedded Graphics 
Usage.  Licensee is expressly prohibited from (a) any marketing and/or 
distribution of the NCI Product and any portion thereof unless each copy of 
the NCI Product is incorporated into Bundled Product (b) distributing the 
Bundled Product outside the Territory, and (c) distributing the Bundled 
Product for any use other than Directed Browsing or Embedded Graphics Usage.  
In addition to any of the restrictions contained herein, any distribution 
and/or sublicense of the Distributable Source by Licensee shall be subject to 
the same terms, conditions, and restrictions that Licensee uses when Licensee 
distributes and/or licenses its own confidential, proprietary source code.

              Licensee shall not distribute the NCI Source Code (except the 
Distributable Source) in any way or on any media whatsoever.  This license is 
non-


                                      -5-


exclusive.  Subject to Licensee's rights pursuant to the immediately 
following sentence, nothing in this Agreement shall be construed as limiting 
in any manner NCI's marketing and distribution activities or its appointment 
of other dealers, distributors, licensees or agents in the Territory.  
Licensee shall have the exclusive right to sublicense to the Specified 
Parties the Derivative Works made by Licensee and NCI shall grant no license 
or sublicense directly or indirectly to such Specified Parties.  In the event 
NCI includes Derivative Works into the NCI Product, the restriction in the 
immediately foregoing sentence on NCI's right to license or sublicense such 
Derivative Works shall not apply. NCI will in no event use such Derivative 
Works to build a competitive embedded real-time operating system.

              Notwithstanding anything else in this Agreement or the 
attachments and exhibits hereto, Licensee hereby agrees that it shall not 
modify the NCI Source Code or the Distributable Source for use with any 
device that utilizes a television display (e.g. a display that is commonly 
referred to as a television, or supports television formats such as NTSC, 
PAL, SECAM, HDTV formats, or other new formats derived therefrom) ("TV 
Device") and Licensee will not distribute, and shall restrict Distributors 
and Customers from distributing, the Bundled Product in any way such that 
they could be used in conjunction with any TV Device. The immediately 
preceding sentence shall not apply to Embedded Graphics Usage.

              Licensee shall not and shall not permit any Distributor or 
Customer to distribute the NCI Product and/or the Bundled Product in 
conjunction with or as part of a personal computer or any successor product 
to the multipurpose personal computer (including those that function as 
servers) or business network computer. Except for the Javascript component of 
the Embedded Graphics Usage, the immediately preceding sentence shall not 
apply to Embedded Graphics Usage.  (For clarification, Licensee is permitted 
to distribute the Bundled Product incorporating Embedded Graphics Usage in 
conjunction with Licensee Product, IXWorks, on an ancillary processor which 
does not use the primary personal computer or network computer display.)  
Licensee shall have the right to use the Excluded Components internally 
solely for development and internal training purposes.  Licensee shall have 
no right to distribute the Excluded Components as part of the NCI Product.

              Notwithstanding anything to the contrary herein, except as 
subject to an assignment pursuant to Section 14.3 hereof, Licensee shall have 
no right to distribute or sublicense (directly or indirectly) any Bundled 
Product allowing Directed Browsing or incorporating any component of Directed 
Browsing (other than Embedded Graphics Usage components in object code form 
only), or distribute or sublicense the NCI Source Code or the Distributable 
Source in any way, to the following entities: [***] (or any other name under 
which such division operates).

[***] CONFIDENTIAL TREATMENT REQUESTED

                                      -6-


              2.1.2  DISTRIBUTORS AND CUSTOMERS.  Subject to the terms and 
conditions of this Agreement, Licensee shall be entitled to appoint 
Distributors to distribute directly to Customers and End Users, and shall be 
entitled to appoint Customers to distribute directly to End Users, the 
Bundled Product and End User Documentation in the Territory solely for 
Directed Browsing or Embedded Graphics Usage.  Licensee shall not be entitled 
to grant to any Distributor or Customer the right to reproduce all or any 
portion of the NCI Product and End User Documentation or to sublicense or 
distribute the Bundled Product and End User Documentation other then as 
permitted hereby.  Distributors may appoint subdistributors and Customers 
only through written agreements that meet the requirements of Section 3.3.2 
and that otherwise ensure compliance with the terms of this Agreement and 
such subdistributor shall be deemed a Distributor for the purposes of this 
Agreement. 

              2.1.3  LICENSE RESTRICTIONS.  Licensee agrees not to copy 
(except as expressly permitted herein), modify, translate, decompile, reverse 
engineer, disassemble, or otherwise determine or attempt to determine source 
code (or the underlying ideas, algorithms, structure or organization) from 
any portion of the NCI Product that was provided to Licensee only in object 
code form and not in source code form. Licensee shall restrict, by its 
agreements, all third parties, including, without limitation, Distributors 
and Customers, from  copying (except as expressly permitted herein), 
modifying, translating, decompiling, reverse engineering, disassembling, or 
otherwise determining or attempting to determine source code (or the 
underlying ideas, algorithms, structure or organization) from any portion of 
the NCI Product, except to the extent such third party rightfully received 
Distributable Source.

              2.1.4  LICENSES DEPENDENT ON BUNDLING.  The licenses granted in 
Section 2.1.1 are conditional upon marketing and bundling each NCI Product as 
required therein only in conjunction with the specific Licensee Product and 
only in the Territory.  If Licensee fails to so bundle the NCI Product, or 
Licensee or any Distributor or Customer markets or distributes the NCI 
Product or Bundled Product outside of the Territory, the licenses granted 
herein may be terminated in accordance with the provisions set forth in 
Section 13. For the purposes of this Agreement, the terms "bundle", "bundled" 
or "bundling" shall mean that the NCI Product is either (i) packaged together 
and licensed concurrently with Licensee Product as an integrated component of 
a Bundled Product or (ii) licensed separately to existing licensees of the 
Licensee Product but solely for use with previously licensed units of 
Licensee Product (e.g., updates to existing Licensee Product to add Directed 
Browsing or Embedded Graphics Usage capabilities).

              2.1.5  THIRD PARTY LICENSE.  If all or any part of the NCI 
Product or Updates delivered by NCI to Licensee has been licensed to NCI by a 
third party software developer or supplier then, notwithstanding anything to 
the contrary contained in this Agreement, Licensee is granted a sublicense to 
the third party software that vests in Licensee the same rights (to the 
extent licensed under Section 2.1.1 hereof), and subjects Licensee to the 
same restrictions, as NCI, to the extent such restrictions are described in 
Attachment B as amended from time to time upon written notice to Licensee, 
provided 


                                      -7-


the terms of such amendments are commercially reasonable.  All licenses 
granted by NCI under this Agreement are subject to compliance by Licensee 
with any applicable license restrictions, payment by Licensee to NCI of 
royalties or other fees set forth on Attachment B hereto.  In addition, NCI 
reserves the right to substitute any third party software in the NCI Product 
so long as the new third party software does not materially affect the 
functionality of the NCI Product.  NCI will deliver to Licensee sixty (60) 
days notice of such substituted third party software.  A list of third party 
code in the NCI Product or Updates and applicable royalties or other fees, 
required consents with respect thereto, and applicable restrictions are set 
forth in Attachment B hereto (as amended from time to time by NCI to reflect 
additional third party code added to or deleted from the NCI Product or 
included in any Update).

       2.2.   EXPORT.  Licensee shall comply fully with all then-current 
laws, rules and regulations (as promulgated from time to time) relating to 
the export of technical data, including, but not limited to the U.S. Foreign 
Corrupt Practices Act and any regulations of the United States Office of 
Export Administration and other applicable governmental agencies including 
any applicable foreign agencies.  Licensee acknowledges that, if security 
technology is embedded in the NCI Product, Distributable Source or the 
Bundled Product, export of such software from the U.S. or import to other 
destination countries may not be legal or may be subject to license 
requirements.  As appropriate, Licensee shall conspicuously mark all 
packaging containing any NCI Product or Distributable Source or component 
thereof that is not exportable with a "Not For Export" notice.  NCI agrees to 
cooperate in providing information reasonably requested by Licensee as 
necessary to obtain any required licenses and approvals.  

              Unless Licensee receives the prior, written consent of NCI, 
Licensee shall not allow access to any source code provided by NCI under this 
Agreement (including any attachment or addenda hereto) to any individual who 
is not a citizen or resident alien of the United States.  Any breach of this 
provision shall be deemed a material breach of this Agreement.

       2.3.   EUROPEAN COMMUNITY.  In the event that any provision of this 
Agreement prohibits any activity of Licensee, any Distributor or any Customer 
in violation of Article 6 of the Council Directive of 14 May 1991 on the 
legal protection of computer programs, and implementing legislation 
thereunder (the "Directive"), then, such activity shall be permitted solely 
to the extent, if any, that such activity is (i) subject to the jurisdiction 
of a Member State of the European Community and (ii) expressly permitted by 
the Directive.

       2.4.   END USER DOCUMENTATION LICENSE.  Subject to the terms and 
conditions of this Agreement, NCI hereby grants and Licensee hereby accepts a 
non-exclusive, non-transferable, non-assignable right and license to use, 
modify, and reproduce the End User Documentation, and to distribute to End 
Users and Customers by sublicense the End User Documentation directly or 
indirectly through Distributors or Customers, solely in conjunction with the 
Bundled Product(s).


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3.     MARKETING AND DISTRIBUTION

       3.1.   NON-EXCLUSIVITY.  Licensee understands that NCI may enter into 
arrangements similar to this Agreement with third parties.

       3.2.   PUBLIC ANNOUNCEMENTS AND PROMOTIONAL MATERIALS.  NCI and 
Licensee shall cooperate with each other so that each party may issue a press 
release concerning this Agreement within thirty (30) calendar days following 
the Effective Date; provided, that each party approve any such press release 
prior to its release.  Such press release shall include a quote attributable 
to an executive officer of each party.  NCI shall cooperate with Licensee in 
its development of the initial marketing and sales materials used to promote 
the distribution of the Bundled Product.

       3.3.   TERMS RELATING TO DISTRIBUTION.

              3.3.1  GOVERNMENT AGENCY RESTRICTIONS.  Licensee agrees to 
comply with and shall require its Distributors and Customers to comply with 
all applicable laws, rules and regulations to preclude the acquisition of 
unlimited rights to technical data, software, and End User Documentation 
provided with the NCI Product and Distributable Source to a governmental 
agency, and ensure the inclusion of the appropriate "Restricted Rights" or 
"Limited Rights" notices required by the U.S. Government agencies or other 
applicable agencies.

              3.3.2  DISTRIBUTOR AGREEMENTS.  Prior to the distribution of 
any Bundled Product, Distributable Source, or End User Documentation to a 
Distributor or Customer, Licensee shall enter into (or shall have already 
entered into) an enforceable written agreement with such Distributor or 
Customer ("Distributor Agreement") that (i) is sufficient to ensure that such 
Distributor or Customer is required to comply with the relevant terms of this 
Agreement, (ii) requires each Distributor to enter into a Distributor 
Agreement with any subdistributor prior to granting such subdistributor any 
rights with respect to the Bundled Product.  Licensee shall use commercially 
reasonable efforts include in any Distributor Agreements with a Distributor 
entered into on or after the Effective Date a provision that expressly names 
NCI as an intended third party beneficiary with the right to rely on and to 
directly enforce the terms thereof. Without limiting the generality of the 
foregoing, each Distributor Agreement shall include terms no less restrictive 
than those contained in Sections 2.1.2, 2.1.3, 2.1.4, 2.1.5, 2.2, 2.3, 2.4, 
3.3, 3.4, 4.3, 4.4, 7.1, 7.2.1 and 8.1 of this Agreement. Prior to enforcing 
its rights under a Distributor Agreement as a third party beneficiary, NCI 
will provide fifteen (15) days notice to Licensee of the Distributor's 
non-compliance and NCI's intended action.  If such non-compliance by the 
Distributor is not cured within fifteen (15) days of NCI's notice to 
Licensee, NCI shall be entitled to enforce its rights directly against the 
Distributor. 

              3.3.3  SUGGESTED MODIFICATIONS.  Licensee agrees to keep NCI 
informed as to any problems encountered with NCI Product and Distributable 
Source and any resolutions arrived at for those problems, and to communicate 
promptly to NCI any and 


                                      -9-


all modifications, or improvements of the NCI Product or Distributable Source 
suggested by any End User, Distributor, Customer, employee or agent, to the 
extent that Licensee is permitted under the law and is not required to pay 
such third party(ies) any payment of consideration with respect thereto.  
Licensee further agrees that NCI shall have any and all right, title and 
interest in and to any such submitted suggested modifications or improvements 
to the NCI Product and Distributable Source.

              3.3.4  GENERAL OBLIGATIONS AND RESTRICTIONS REGARDING 
DISTRIBUTION.  Licensee shall use its best efforts, which shall in no event 
require Licensee to make any unreasonable efforts, to successfully market and 
distribute the Bundled Product in the Territory during the term of this 
Agreement.  Licensee shall not develop during the term hereof any product 
that, in NCI's reasonable discretion, competes with the NCI Product as it 
exists on the date NCI delivers the Deliverables to Licensee.  The parties 
shall participate in mutually agreeable joint marketing programs for the 
Bundled Product.

       3.4.   ENFORCEMENT OF ANCILLARY AGREEMENTS.  Licensee shall use best 
efforts, which shall in no event require Licensee to make any unreasonable 
efforts, to enforce each Distributor Agreement, and shall require each 
Distributor and Customer to, use commercially reasonable efforts to enforce 
each Distributor Agreement to which it is a party, in each case, with at 
least the same degree of diligence used in enforcing similar agreements 
governing others, which in any event shall be that sufficient to adequately 
enforce such agreements.  Licensee shall, and shall require each Distributor 
and Customer to, use commercially reasonable efforts to protect NCI's 
copyright and trademark rights, and Licensee shall notify NCI, and shall 
require each Distributor and Customer to notify Licensee, of any breach of a 
material obligation under a Distributor Agreement affecting the NCI Product, 
Distributable Source or End User Documentation.  In addition, Licensee will 
reasonably cooperate with NCI in any legal action to prevent or stop 
unauthorized use, reproduction or distribution of the Bundled Product or End 
User Documentation, and NCI shall pay all of Licensee's reasonable 
out-of-pocket expenses with respect thereto.

       3.5    INVENTIONS.  All Inventions are and shall remain the sole and 
exclusive property of Licensee.  Licensee agrees to disclose such Inventions 
to NCI and shall grant to NCI a royalty-free, perpetual, paid-up, worldwide, 
non-exclusive, sublicenseable (except with respect to the Specified Parties) 
license to such Inventions, under all of Licensee's intellectual property 
rights, including, without limitation, patent rights, copyrights, and trade 
secret rights, to use, modify, distribute, make, have made, and sell NCI 
products. Any such disclosure shall be considered Confidential Information 
under Section 8.  

4.     FEES AND PAYMENT

       4.1.   ROYALTY, ENGINEERING AND SERVICE FEES.

              4.1.1  In accordance with the terms set forth in Attachment B 
hereto, Licensee shall pay to NCI the non-refundable, noncancelable Prepaid 
License Fee, License Fee and Engineering Fees.  In addition, Licensee shall 
pay to NCI, in accordance 


                                      -10-


with the terms of this Agreement, a Royalty in the amount set forth in 
Attachment B.  Licensee shall pay NCI any Royalties accrued hereunder during 
each quarter within twenty-eight (28) days following the end of such quarter 
and each such payment shall be accompanied by a quarterly report as described 
in Section 4.3 below.  For the purposes of this Agreement, the quarters shall 
end on the last day of each of the following months January, April, July, and 
October.

              4.1.2  SERVICE FEE.  Licensee shall pay to NCI the 
non-refundable Service Fee in the amounts and according to the terms and 
conditions set forth in Attachment B hereto, in consideration of the 
maintenance and support services described in Attachment C hereto.

       4.2.   PAYMENT AND TAXES.

              4.2.1  PAYMENTS.  All payments shall be made in United States 
dollars, at NCI's option, (i) at NCI's address as indicated in this Agreement 
or at such other address as NCI may from time to time indicate by proper 
notice hereunder or (ii) by wire transfer to a bank and account number 
designated by NCI.  Interest shall be payable at the rate of one percent (1%) 
per month or at the maximum rate permitted by law, whichever is less, on all 
overdue and unpaid invoices until paid in full.

              4.2.2  TAXES.  All fees are exclusive of all taxes, duties or 
levies, however designated or computed.  Licensee shall be responsible for 
and pay all taxes based upon the transfer, use, distribution of the NCI 
Product, the Bundled Product, and the End User Documentation, or the program 
storage media, or upon payments due under this Agreement, including, but not 
limited to, sales, use, or value-added taxes, duties, withholding taxes and 
other assessments now or hereafter imposed on or in connection with this 
Agreement or with any sublicense granted hereunder, exclusive of taxes based 
upon NCI's net income, and the amounts invoiced to Licensee with respect to 
the Prepaid License Fee, License Fee, Engineering Fees, Royalties and Service 
Fees shall be increased to the extent necessary to ensure that such fees are 
received by NCI net of any such tax liability.  The amount of the Prepaid 
License Fee, Licensee Fee, Engineering Fees, Royalties and Service Fees as 
set forth in ATTACHMENT A hereto represent the amounts to be invoiced to, and 
paid by, Licensee under this Agreement.  In lieu thereof, Licensee shall 
provide to NCI a tax or other levy exemption certificate acceptable to the 
taxing or other levying authority.

       4.3.   QUARTERLY REPORTS.  Licensee shall maintain accurate records of 
End Users which Licensee licenses directly and Customers, and Distributors 
shall maintain accurate records of Customers reported by zip code (not 
including names and addresses), the specific platforms, revision numbers of 
each Bundled Product and/or Update distributed to each Customer (and End 
User, as applicable) and any further information that may be reasonably 
necessary for NCI to ensure compliance with this Agreement. Licensee shall 
report to NCI within twenty-eight (28) calendar days after the end of each 
quarter, the type of Bundled Product and/or Updates distributed directly or 
indirectly to each 


                                      -11-


Customer (and End User, as applicable)  during such quarter, organized in a 
manner to permit a separate review of Bundled Product and Updates, the postal 
codes of each such Customer (and End User, as applicable), the number of 
copies and type of Bundled Product (by platform) used internally by Licensee 
for the first time during such quarter, and such other information as NCI may 
from time to time reasonably request.

       4.4.   AUDIT OF RECORDS.  Licensee and each Distributor and Customer 
shall keep and maintain full, true, and accurate records containing all data 
reasonably required for verification of amounts to be paid.  NCI shall have 
the right, during normal business hours upon at least fifteen (15) business 
days prior notice and not more often than once per calendar year, to audit 
and analyze the relevant records of Licensee to verify compliance with the 
provisions of this Agreement.  The audit shall be conducted by an independent 
auditor who is subject to written confidentiality obligations, at NCI's 
expense unless there is inadequate record keeping or the results of such 
audit establish that inaccuracies in the quarterly reports have resulted in 
underpayment to NCI of more than five percent (5%) of the amount actually due 
in any quarter, in which case Licensee shall bear the expenses of the audit.  
Licensee agrees to promptly pay to NCI the amount of any underpayment 
determined by any such audit. NCI agrees to promptly pay to Licensee the 
amount of any overpayment determined by any such audit.

5.     DELIVERABLES, UPDATES, AND TECHNICAL SUPPORT

       5.1.   DELIVERABLES.  NCI will make reasonable efforts to provide a 
preliminary version of the NCI Source Code (which may or may not exclude the 
Excluded Components and any third party Optional Products/Modules) to 
Licensee by January 10, 1998.  NCI shall use best efforts, which shall in no 
event require NCI to make any unreasonable efforts, to provide Licensee with 
the deliverables set forth on Attachment A hereto, if any, (the 
"DELIVERABLES") substantially in accordance with the schedule set forth 
therein.  All deliveries under this Agreement shall be free on board 
("F.O.B.") NCI, Redwood Shores, California.  Title to all goods delivered 
from NCI to Licensee shall pass at, and Licensee shall be responsible for all 
shipping charges from, the F.O.B. location.  Shipment of Deliverables is 
authorized by Licensee upon execution of this Agreement or supplement hereto.

       5.2.   UPDATES AND TECHNICAL SUPPORT. In consideration of the payment 
by Licensee to NCI of the License Fee and Prepaid License Fee pursuant to 
Section 4.1.1, NCI shall provide to Licensee (i) maintenance and technical 
support services described in Attachment C hereto, including, without 
limitation, all Minor Updates during the first fifteen (15) months of this 
Agreement, and (ii) any Major Updates to the NCI Product during the first 
twenty-four (24) months of this Agreement.  For so long as NCI shall continue 
to offer such maintenance and support services to its other general licensees 
of the NCI Product, in consideration of the payment by Licensee to NCI of 
Service Fees pursuant to Section 4.1.2, NCI shall provide to Licensee, for 
the sixteenth month of this Agreement through the end of this Agreement, 
maintenance and technical support services described in Attachment C hereto, 
including, without limitation, all Minor 


                                      -12-


Updates.  Any provision by NCI of Major Updates after the end of the first 
twenty-four (24) months of the term of this Agreement shall be discussed in 
good faith by the parties; provided, however, that in no case will the fee 
payable by Licensee for each Major Update exceed $[***]*. NCI will not 
be responsible for providing Minor Updates to End Users, Distributors or 
Customers and Licensee will be responsible for providing Minor Updates to End 
Users which Licensee licenses directly, and to Distributors, and Customers.  
If requested in writing by NCI, Licensee will distribute each Minor Update to 
End Users  which Licensee licenses directly, and to Distributors, and 
Customers.  To facilitate the provision by NCI of maintenance and technical 
support services hereunder, Licensee shall deliver to NCI, free of charge, 
the object code (and source code, as necessary to resolve Program Errors) 
version of three (3) prototype units of the Licensee Product as may be 
necessary to facilitate debugging and reproduction of any Program Error that 
may be reported by Licensee during the term of this Agreement ("Prototypes"). 
Any source code of the Prototypes that Licensee delivers pursuant to this 
Section shall be deemed Confidential Information.  NCI will return such 
source code and all copies thereof after NCI has resolved the Program Errors. 
NCI shall have the right to use the Prototypes solely for maintenance and 
technical support purposes with respect to NCI's obligations hereunder 
concerning the Bundled Product, and not for distribution to third parties. 
Such Prototypes are provided on an "AS IS" basis, without any warranty, are 
the Confidential Information of Licensee, and may not be reverse engineered, 
reverse compiled, or reverse assembled.  Delivery of the Prototypes shall be 
made prior to the release of the Bundled Product for beta testing.

6.     TRADEMARKS AND TRADE NAMES

       6.1.   LICENSE TO USE NCI TRADEMARKS.  Licensee shall use, and is 
hereby granted a non-transferable, non-exclusive, non-assignable and 
restricted license, during the term of this Agreement, to use (with no right 
to sublicense), the NCI Trademarks (a) on any Bundled Product licensed or 
sold, and (b) in any advertising, packaging, marketing, technical or other 
materials related to such Bundled Product.  When used in accordance with the 
terms of the preceding sentence, the NCI Trademarks, shall be of a size, and 
shall be positioned prominently.  Such use shall be in accordance with the 
NCI's then-current Corporate Signature Kit attached hereto to Attachment A, 
and updated from time to time, by NCI.  All Bundled Product shall comply with 
the Branding Requirements as set forth in Attachment D, except that the 
Branding Requirements shall not apply to the Embedded Graphics Usage.  After 
translation of the NCI Trademarks by Licensee, Licensee will consult with NCI 
so that NCI can help ensure uniformity with their use by NCI or third 
parties.  Licensee shall clearly indicate NCI's ownership of the NCI 
Trademarks.  All such usage shall inure to NCI's benefit.  Licensee agrees 
not to register any NCI Trademarks without NCI's express prior written 
consent and to the extent Licensee obtains an agreement with its 
Distributors and Customers not to register any of Licensee's trademarks, 
Licensee agrees to obtain the agreement of its Distributors, and Customers 
not to register any NCI Trademarks without NCI's express prior written 
consent.  Licensee shall not contest NCI's ownership of, or rights in, the 
NCI Trademarks and to the extent Licensee obtains an agreement with its 
Distributors and Customers not 

--------------
* Confidential Treatment Requested. Confidential portion has been filed with
  the Securities and Exchange Commission.

                                      -13-




to contest, Licensee's ownership of, or rights in, Licensee's trademarks, 
Licensee agrees to obtain the agreement of its Distributors, and Customers 
not to contest, NCI's ownership of, or rights in, NCI's Trademarks.  Prior to 
the release of the Licensee Product for beta testing, and at any time upon 
the reasonable written request of NCI, Licensee will provide NCI with copies 
of the Licensee Product and any related goods and marketing materials bearing 
the NCI Trademarks solely for NCI's internal use so that NCI can verify that 
(i) the quality of the Licensee Product is acceptable to NCI and (ii) the 
quality of Licensee's use of the NCI Trademarks is in accordance with the 
requirements of this Agreement, the then-current NCI Corporate Signature Kit, 
the Branding Requirements and is otherwise comparable to that of NCI's use 
thereof.  In the event that NCI notifies Licensee that Licensee has failed to 
meet the requirements of (i) above, Licensee shall immediately cease 
distributing any affected Licensee Products, goods or marketing materials 
incorporating, displaying or otherwise bearing the NCI Trademarks; provided, 
however, the foregoing shall not relieve Licensee of any of its obligations 
with respect to the Branding Requirements.  In the event that NCI notifies 
Licensee that Licensee has failed to meet the requirements of (i) or (ii) 
above with respect to any Bundled Product, goods or marketing materials 
incorporating, displaying or otherwise bearing the NCI Trademarks, Licensee 
shall suspend distribution of such Bundled Product, goods or marketing 
materials until Licensee has satisfied NCI that the foregoing requirements 
have been met.  

       6.2.   LICENSE TO USE LICENSEE TRADEMARKS.  NCI may use, and is hereby 
granted the non-exclusive, non-assignable and restricted license, during the 
term of this Agreement, to use (with no right to sublicense), the Licensee 
Trademarks in any advertising, packaging, marketing technical or other 
materials related to the NCI Product and Distributable Source.  Such use 
shall be in accordance with any written instructions delivered by Licensee to 
NCI from time to time during the term of this Agreement, and any specific use 
shall be subject to the prior written consent of Licensee.  NCI will clearly 
indicate Licensee's ownership of the Licensee Trademarks.

7.     PROPRIETARY RIGHTS

       7.1.   PROPRIETARY RIGHTS.  Title to and ownership of all copies of 
the NCI Product, the NCI Source Code, the Excluded Components, the Updates, 
the Distributable Source, and End User Documentation (and any portion 
thereof) whether in machine-readable or printed or displayed form, and 
including, without limitation, Derivative Works, compilations, or collective 
works thereof and all related technical know-how and all proprietary rights 
contained therein (including without limitation rights in patents, 
trademarks, copyrights, and trade secrets applicable thereto), are and shall 
remain the exclusive property of NCI or its licensors. Within thirty (30) 
days of the release of each new version of the Bundled Product, Licensee 
shall deliver to NCI a written and digital (in a mutually agreeable format) 
copy of all Derivative Works of the NCI Source Code, the Distributable Source 
and the End User Documentation.  Licensee hereby assigns to NCI all of its 
right, title and interest in and to the Derivative Works made by Licensee.  
The parties hereby agree to execute any assignments necessary to effectuate 
the foregoing 

                                      -14-


ownership provision.  Neither Licensee, any Distributor, nor any Customer 
shall take any action to jeopardize, limit or interfere in any manner with 
NCI's ownership of and rights with respect to the NCI Product, Distributable 
Source and End User Documentation.  Licensee shall have only those rights in 
or to the NCI Product, Distributable Source and End User Documentation 
granted to it pursuant to this Agreement.

       7.2.   PROPRIETARY NOTICES.

              7.2.1  NO ALTERATION OF NOTICES.  Neither Licensee, the 
Distributors, nor the Customers, or any of their respective employees or 
agents, shall remove or alter any trademark, trade name, copyright, or other 
proprietary notices, legends, symbols, or labels appearing on or in copies of 
the NCI Product, Distributable Source and End User Documentation and other 
materials, including, without limitation, any documentation or user manuals, 
delivered to Licensee by NCI and Licensee shall use the same notices, 
legends, symbols, or labels in and on copies of such materials, Distributable 
Source NCI Product made pursuant to Section 2.1 as are contained in and on 
such NCI Product and such materials.

              7.2.2  NOTICE.  Each portion of the NCI Product, Distributable 
Source and End User Documentation reproduced by Licensee shall include the 
intellectual property notice or notices appearing in or on the corresponding 
portion of such materials as delivered by NCI hereunder.  Licensee shall 
ensure that all copies of the NCI Product and Distributable Source, 
including, without limitation, copies of the Bundled Product and End User 
Documentation, made pursuant to this Agreement conspicuously display a notice 
substantially in the following form:

              -C- 1996-1998 (or other appropriate year(s)), Network
              Computer, Inc.  All Rights Reserved.  Portions -C- 1994-1997 
              (or other appropriate year(s)), Netscape Communications 
              Corporation.  All Rights Reserved.

              If Licensee is unsure of the appropriate year(s), it shall 
consult NCI to obtain the correct designation.  Such notice shall be on 
labels on all media containing the NCI Product and Distributable Source, 
including, without limitation, the Bundled Product and the End User 
Documentation.  The immediately preceding sentence shall not limit Licensee's 
right to display Licensee's copyright notices and other proprietary notices 
on the Bundled Product and End User Documentation.  If the copyright symbol 
"-C-" cannot technically be reproduced, Licensee shall use the word 
"Copyright" in its place.

8.     CONFIDENTIAL INFORMATION AND DISCLOSURE

       8.1.   CONFIDENTIAL INFORMATION.  Each party agrees to maintain all 
Confidential Information in confidence to the same extent that it protects 
its own similar Confidential Information and to use such Confidential 
Information only as permitted under this Agreement.  For purposes of this 
Agreement "CONFIDENTIAL INFORMATION" shall mean information including, 
without limitation, computer programs, code, algorithms, names and expertise 
of employees and consultants, know-how, formulas, processes, ideas, 


                                      -15-


inventions (whether patentable or not), schematics and other technical, 
business, financial and product development plans, forecasts, strategies and 
information marked "Confidential" or, if disclosed verbally, identified as 
confidential.  Each party agrees to take all reasonable precautions to 
prevent any unauthorized disclosure or use of Confidential Information 
including, without limitations disclosing Confidential Information only to 
its employees (a) with a need to know to further permitted uses of such 
information, (b) who are parties to appropriate agreements sufficient to 
comply with this Section 8 and (c) who are informed of the 
nondisclosure/non-use obligations imposed by this Section 8 and both parties 
shall take appropriate steps to implement and enforce such 
non-disclosure/non-use obligations.  The foregoing restrictions on disclosure 
and use shall survive for three (3) years following termination of this 
Agreement but shall not apply with respect to any Confidential Information 
that (i) was or becomes publicly known through no fault of the receiving 
party; (ii) was rightfully known or becomes rightfully known to the receiving 
party without confidential or proprietary restriction from a source other 
than the disclosing party; (iii) the receiving party can document was 
independently developed by the receiving party without the participation of 
individuals who have had access to the Confidential Information; (iv) is 
approved by the disclosing party for disclosure without restriction in a 
written document which is signed by a duly authorized officer of such 
disclosing party; or (v) the receiving party is legally compelled to 
disclose; provided, however, that prior to any such compelled disclosure, the 
receiving party will (a) assert the privileged and confidential nature of the 
Confidential Information against the third party seeking disclosure and (b) 
cooperate fully with the disclosing party in protecting against any such 
disclosure and/or obtaining a protective order narrowing the scope of such 
disclosure and/or use of the Confidential Information.  In the event that 
such protection against disclosure is not obtained, the receiving party will 
be entitled to disclose the Confidential Information, but only as and to the 
extent necessary to legally comply with such compelled disclosure.

       8.2.   CONFIDENTIALITY OF AGREEMENT.  Unless required by law, and 
except to assert its rights hereunder or for disclosures to its own employees 
on a "need to know" basis, both parties agree not to disclose to any third 
party the terms of this Agreement or matters relating hereto without the 
prior written consent of the other party which consent shall not be 
unreasonably withheld

       8.3    CONFIDENTIALITY OF SOURCE CODE.  NCI Source Code and any 
Derivative Works thereof shall be Confidential Information under the 
foregoing terms of this Agreement and shall in addition be subject to the 
terms of this Section 8.3. 
       
              8.3.1 Licensee will limit access to the NCI Source Code solely 
to Licensee's employees and on-site independent contractors ("Contractors") 
with a need to know for purposes of this Agreement.  

              8.3.2  Notwithstanding any other provision of this Agreement, 
this provision shall survive any expiration or termination of this Agreement 
and shall remain in full force and effect despite any such expiration or 
termination.


                                      -16-


              8.3.3 The receiving party shall have in place a written 
confidentiality agreement with each of its employees and Contractors who are 
given access to the NCI Source Code, which requires the employee or 
Contractor to comply with the requirements of this Agreement. Prior to 
disclosing any NCI Source Code to its employees or Contractors as permitted 
herein, Licensee shall ensure that all NCI Source Code is marked "NCI 
Confidential."

              8.3.4 Licensee shall use its best efforts to protect the 
confidentiality of the NCI Source Code, including methods of limiting access. 
Licensee will use NCI Source Code in a building with restricted access or in 
a locked room and only on computer systems with security protection which is 
adequate to prevent unauthorized parties from accessing such NCI Source Code. 
Licensee shall be liable for the conduct of its employees, agents, 
representatives and Contractors who in any way breach this section of this 
Agreement.

9.     WARRANTIES

       9.1.   LIMITED WARRANTY.  Subject to the limitations set forth in this 
Agreement, NCI warrants only to Licensee that the NCI Source Code, when 
properly compiled installed, and used, will substantially conform to the 
functional specifications published by NCI for the Reference Implementation 
in effect when the NCI Product is shipped by NCI to Licensee.  NCI's warranty 
and obligation shall extend for a period of ninety (90) days ("Warranty 
Period") from the date NCI first delivers the NCI Source Code to Licensee.  
All warranty claims not made in writing or not received by NCI within the 
time period specified above shall be deemed waived.  NCI's warranty and 
obligation is solely for the benefit of Licensee, who has no authority to 
extend this warranty to any other person or entity.  NCI MAKES NO WARRANTY 
THAT ALL ERRORS OR FAILURES WILL BE CORRECTED.

       9.2.   EXCLUSIVE WARRANTY.  THE EXPRESS WARRANTY SET FORTH IN SECTION 
9.1 CONSTITUTES THE ONLY WARRANTY WITH RESPECT TO THE NCI PRODUCT AND 
DISTRIBUTABLE SOURCE.  NCI MAKES NO OTHER REPRESENTATION OR WARRANTY OR 
CONDITION OF ANY KIND WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY 
OPERATION OF LAW) WITH RESPECT TO THE NCI PRODUCT AND DISTRIBUTABLE SOURCE.  
NCI EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR 
FITNESS FOR A PARTICULAR PURPOSE. NCI DOES NOT WARRANT THAT THE NCI PRODUCT 
OR DISTRIBUTABLE SOURCE IS ERROR-FREE OR THAT OPERATION OF THE NCI PRODUCT OR 
DISTRIBUTABLE SOURCE WILL BE SECURE OR UNINTERRUPTED AND HEREBY DISCLAIMS ANY 
AND ALL LIABILITY ON ACCOUNT THEREOF. NCI EXPRESSLY DISCLAIMS ANY AND ALL 
IMPLIED WARRANTIES OF NON-INFRINGEMENT; THE SOLE REMEDY FOR INFRINGEMENT IS 
PROVIDED IN 


                                      -17-


SECTION 10.  This subsection shall be enforceable to the extent allowed by 
applicable law.

       9.3.   DEFECTS NOT COVERED BY WARRANTIES.  NCI shall have no 
obligations under the warranty provisions set forth in Section 9.1 if any 
nonconformance is caused by:  (a) the incorporation, attachment or other 
engagement of any attachment, feature, program, or device, other than by NCI, 
to the NCI Product, or any part thereof; or (b) accident; transportation; 
neglect or misuse; alteration, modification, or enhancement of the NCI 
Product or Distributable Source other than by NCI; or (c) failure to provide 
a suitable installation environment; or (d) use of supplies or materials not 
meeting specifications; or (e) use of the NCI Product or Distributable Source 
for other than the specific purpose for which it is designed; or (f) use of 
the NCI Product on any systems other than the Reference Hardware; or (g) 
Licensee's use of defective media (other than defective media provided by NCI 
to Licensee) or defective duplication of the NCI Product; or (h) Licensee's 
failure to incorporate any Update previously released by NCI which corrects 
such nonconformance.

       9.4.   EXCLUSIVE REMEDY.  In the event that Licensee finds what it 
believes to be Program Errors in or a failure of the NCI Product, NCI Source 
Code and Distributable Source that prevents such code from substantially 
conforming to functional specifications published by NCI for the Reference 
Implementation in effect when the NCI Product is shipped by NCI to Licensee, 
and provides NCI with a written report thereof during the Warranty Period, 
NCI will use reasonable efforts to correct promptly, at no charge to 
Licensee, any such Program Errors or failures.  This is Licensee's sole and 
exclusive remedy, and NCI's sole obligation, for any express or implied 
warranties hereunder.

       9.5.   LICENSEE WARRANTY.  Licensee hereby warrants that Licensee has 
the authority to enter into and be bound by the terms of this Agreement.

10.    INDEMNIFICATION

       10.1.  NCI agrees to indemnify, hold harmless and, at Licensee's 
request, defend Licensee from and against any and all claims, liabilities, 
losses, damages, expenses and costs (including reasonable attorneys' fees and 
costs) arising out of, in connection with or relating to a claim that the NCI 
Product, NCI Source Code or Distributable Source infringes any valid patent, 
copyright, trademark or trade secret to the extent that such infringement 
exists in the Reference Implementation; provided, that Licensee (a) promptly 
(within twenty (20) days) notifies NCI in writing of any such claim and NCI 
has sole control of the defense and all related settlement negotiations, and 
(b) cooperates with NCI, at NCI's expense, in defending or settling such 
claim.

       10.2.  Should the NCI Product, NCI Source Code or Distributable Source 
become, or be likely to become in NCI's opinion, the subject of infringement 
of such copyright, patent, trademark or trade secret, NCI may (i) procure for 
Licensee the right to continue using the same or (ii) replace or modify it to 
make it non-infringing.  Notwithstanding any characterization of any fees 
paid by Licensee hereunder as "non-

                                      -18-


refundable", in the event that NCI determines that neither (i) or (ii) above 
are commercially reasonable, NCI may terminate this Agreement upon thirty 
(30) days prior written notice, and refund to Licensee all amounts paid 
hereunder reduced on a straight-line pro-rata basis over five (5) years from 
the Effective Date.  NCI shall have no liability for and Licensee shall 
indemnify and hold NCI harmless from and against any claim based upon: (a) 
the use of a version of the NCI Product, NCI Source Code or Distributable 
Source other than the then current, unaltered version of the NCI Product, NCI 
Source Code or Distributable Source (as applicable), except to the extent the 
Reference Implementation would also be infringing; (b) use, operation or 
combination of the NCI Product, NCI Source Code or Distributable Source with 
non-NCI programs, data, method, equipment or documentation, if such 
infringement would have been avoided but for such use, operation or 
combination; (c) Licensee's, its Distributors', its Customers' or agent's 
activities after NCI has notified Licensee that NCI believes such activities 
may result in such infringement; (d) compliance with Licensee's designs, 
specifications or instructions; (e) any modifications or marking of the NCI 
Product, NCI Source Code or Distributable Source not specifically authorized 
in writing by NCI; (f) any Derivative Works made by Licensee; (g) Licensee's 
use of any trademarks other than the NCI Trademarks pursuant to Section 6 
hereof; or (h) third party software except for software developed by 
Netscape. The foregoing states the entire liability of NCI and the exclusive 
remedy of Licensee with respect to infringement of any intellectual property 
rights.

       10.3.  GENERAL INDEMNIFICATION BY LICENSEE.  Licensee agrees to 
indemnify, hold harmless and, at NCI's request, defend NCI from and against 
any and all claims, liabilities, losses, damages, expenses and costs 
(including reasonable attorneys' fees and costs) arising out of, in 
connection with or relating to (i) Licensee's or Distributors'  failure to 
include in each Distributor Agreement the contractual terms required to be 
included therein pursuant to Section 3.3.2 or 3.3.3 or (ii) except to the 
extent that NCI is responsible for a claim under Section 10.1 and 10.2, 
Licensee's, a Distributor's or a Customer's use, distribution or reproduction 
of the NCI Product, Distributable Source, End User Documentation and/or 
Licensee Products, including, without limitation, any claims, liabilities, 
losses, damages, expenses and costs arising out of, in connection with or 
relating to defective reproduction of or the use of defective media in the 
reproduction of the NCI Product or Distributable Source, breach of warranty 
or support obligations or infringement or misappropriation of intellectual 
property rights.

11.    LIMITATION OF LIABILITY

       TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER 
PARTY OR ITS RESPECTIVE LICENSORS OR SUPPLIERS BE LIABLE UNDER ANY CONTRACT, 
NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY 
LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, INTERRUPTION OF 
BUSINESS, OR (II) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR 
TECHNOLOGY, OR (III) ANY CLAIM AGAINST THE OTHER PARTY HERETO BY ANY THIRD 
PARTY, EXCEPT AS PROVIDED IN THE SECTION ENTITLED 


                                      -19-


"INDEMNIFICATION" IN THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR ANY 
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EXCEPT 
TO THE EXTENT SUCH DAMAGES ARISE FROM A BREACH OF SECTIONS 2.1 OR SECTION 8, 
EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND 
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  IN 
NO EVENT WILL NCI OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR (a) ANY 
REPRESENTATION OR WARRANTY MADE TO ANY THIRD PARTY BY LICENSEE, ANY 
DISTRIBUTOR, ANY CUSTOMER OR ANY OF THEIR RESPECTIVE AGENTS; (b) FAILURE OF 
THE NCI PRODUCT TO PROVIDE DATA SECURITY; OR (c) ANY USE OF THE NCI PRODUCT 
OR DISTRIBUTABLE SOURCE OR THE RESULTS OR INFORMATION OBTAINED OR DECISIONS 
MADE BY END USERS OF THE NCI PRODUCT OR DISTRIBUTABLE SOURCE. THE REMEDIES 
PROVIDED IN THIS AGREEMENT  ARE THE PARTY'S SOLE AND EXCLUSIVE REMEDIES. 
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH PARTY'S 
ENTIRE LIABILITY TO THE OTHER FOR DAMAGES CONCERNING PERFORMANCE OR 
NON-PERFORMANCE BY EITHER PARTY (EXCEPT FOR LICENSEE'S FAILURE TO MAKE ANY 
PAYMENT OWED TO NCI HEREUNDER) OR IN ANY WAY RELATED TO THE SUBJECT MATTER OF 
THIS AGREEMENT, AND REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED 
IN CONTRACT OR IN TORT, SHALL NOT EXCEED THE LESSER OF (i) THE TOTAL FEES 
PAID HEREUNDER OR (ii) FIVE HUNDRED THOUSAND DOLLARS (US $500,000).

12.    TERM OF AGREEMENT

       This Agreement shall commence on the Effective Date and shall continue 
until terminated as provided in Section 13. 

13.    DEFAULT AND TERMINATION

       13.1.  TERMINATION FOR DEFAULT. In the event (i) either party 
materially breaches any of its obligations under this Agreement and fails to 
cure such material breach within thirty (30) days following written notice of 
such breach from the non-defaulting party or (ii) either party becomes 
Bankrupt; the nondefaulting party, at its option shall have the right to 
terminate this Agreement by written notice.  "Bankrupt" means that a party 
ceases to do business in the normal course, becomes or is declared insolvent 
or bankrupt, is the subject of any proceeding relating to its liquidation or 
insolvency that is not dismissed within ninety (90) calendar days of 
commencement, or makes an assignment for the benefit of its creditors.

       13.2   TERMINATION OF LICENSES.  In the event that (i) Licensee 
materially breaches Section 8 or 14.3 or (ii) Licensee breaches Section 8 in 
a manner that, by its nature, such breach is not subject to cure; NCI may 
immediately terminate this Agreement and/or the 


                                      -20-


licenses granted by NCI to Licensee in Section 2.1 hereof.  In the event that 
Licensee (x) fails to cure a material breach of Section 2.1 or Section 4 and 
fails to cure such material breach within thirty (30) days following written 
notice of such breach from NCI or (y) becomes Bankrupt; NCI may terminate 
this Agreement and/or licenses granted by NCI to Licensee in Section 2.1 
hereof by written notice.

       13.3.  EFFECT ON RIGHTS.

              13.3.1 Neither termination of this Agreement by either party 
nor termination of the licenses granted in this Agreement by NCI shall act as 
a waiver of any breach of this Agreement or as a release of either party from 
any liability for breach of such party's obligations under this Agreement.

              13.3.2 Except where otherwise specified, the rights and 
remedies granted to a party under this Agreement are cumulative and in 
addition to, and not in lieu of, any other rights or remedies which the party 
may possess at law or in equity, including without limitation rights or 
remedies under applicable patent, copyright, trade secrets, or proprietary 
rights laws, rules or regulations.

       13.4.  EFFECT OF TERMINATION.  

              13.4.1 Within thirty (30) calendar days after termination of 
this Agreement by Licensee (for other than an uncured material breach by NCI) 
or by NCI under Section 13.2 or Section 14.3, Licensee shall, at NCI's 
option, either deliver to NCI or destroy all copies of the NCI Product, the 
NCI Source Code and Distributable Source (or the applicable components 
thereof for termination pursuant to 14.3), including, without limitation, 
copies of the Bundled Product and End User Documentation and any other 
materials provided by NCI to Licensee hereunder in its possession or under 
its control, and shall furnish to NCI an affidavit signed by an officer of 
Licensee certifying that, to the best of its knowledge, such delivery or 
destruction has been fully effected.  In the event of termination of the 
Agreement and/or the licenses granted by NCI to Licensee in Section 2.1, NCI 
will return to Licensee any source code received from Licensee under this 
Agreement and any copies thereof.

              13.4.2 In the event that the licenses hereunder are terminated 
for any reason other than by NCI pursuant to Section 13.2 or 14.3, and 
provided Licensee fulfills its obligations specified in this Agreement with 
respect to such items, Licensee may continue to use and retain copies of the 
NCI Product, the NCI Source Code, Distributable Source and End User 
Documentation to the extent, but only to the extent, necessary to support and 
maintain Bundled Product rightfully distributed to End Users and Customers by 
Licensee, directly or indirectly through Distributors or Customers, prior to 
termination of this Agreement.

       13.5.  CONTINUING OBLIGATIONS.


                                      -21-


              13.5.1 PAYMENT OF ACCRUED FEES.  Within thirty (30) calendar 
days of termination of this Agreement, Licensee shall pay to NCI all sums 
then due and owing.  Any other such sums shall subsequently be promptly paid 
as they become due and owing.

              13.5.2 CONTINUANCE OF SUBLICENSES.  Notwithstanding the 
termination of this Agreement, all End User and Customer sublicenses which 
have been properly granted by Licensee and Distributors and Customers 
pursuant to this Agreement prior to its termination shall survive.

              13.5.3 OTHER CONTINUING OBLIGATIONS.  The respective rights and 
obligations of NCI and Licensee under the provisions of Sections 2.1.1 
(subject to Sections 13.2 and 14.3), 2.1.2 (subject to Sections 13.2  and 
14.3), 2.4 (subject to Sections 13.2 and 14.3),  2.1.3, 2.2, 2.3, 3.3.1, 3.4, 
3.5, 4, 6, 7, 8, 9.2, 9.3, 9.4, 9.5, 10, 11, 13.3, 13.4, 13.5 and 14 shall 
survive any termination of this Agreement.

       13.6.  Consistent with the protection of the rights of the party 
seeking injunctive relief as permitted hereunder, any injunctive relief 
sought by either party to enforce the obligations of the other party under 
this Agreement shall be structured, to the greatest extent possible, in a 
manner that will maintain the business operations of the party on which any 
such relief is imposed.

14.    GENERAL PROVISIONS

       14.1.  NOTICES.  Any notice, request, demand, or other communication 
required or permitted hereunder shall be in writing and shall be deemed to be 
properly given upon the earlier of (a) actual receipt by the addressee or (b) 
five (5) business days after deposit in the mail, postage prepaid, when 
mailed by registered or certified airmail, return receipt requested, or two 
(2) business days after being sent via private industry courier to the 
respective parties at the addresses first set forth above or to such other 
person or address as the parties may from time to time designate in a writing 
delivered pursuant to this Section 14.1.

       14.2.  WAIVER AND AMENDMENT.  The waiver by either party of a breach 
of or a default under any provision of this Agreement, shall not be construed 
as a waiver of any subsequent breach of the same or any other provision of 
the Agreement, nor shall any delay or omission on the part of either party to 
exercise or avail itself of any right or remedy that it has or may have 
hereunder operate as a waiver of any right or remedy.  No amendment or 
modification of any provision of this Agreement shall be effective unless in 
writing and signed by a duly authorized signatory of NCI and Licensee.

       14.3.  ASSIGNMENT.  This Agreement and the licenses granted hereunder 
are to a specific legal entity or legal person, not including corporate 
subsidiaries or affiliates, and are not assignable by NCI or Licensee, 
including, assignments that result from the operation of law, nor are the 
obligations imposed on NCI or Licensee delegable; provided, however, that 
either party shall have the right to assign this Agreement to an acquiror of 
all or substantially all of the business, stock or assets of such party (an 


                                      -22-


"Acquiror") provided that such assigning party complies with the terms set 
forth in this Section.  

       No consent shall be required for an assignment by NCI to an Acquiror 
except in the case where such Acquiror is a Specified Party.  In the event 
that such Acquiror is a Specified Party, any such assignment shall be subject 
to Licensee's prior written consent.

       In the event of an assignment by Licensee to an Acquiror, the 
following terms shall apply: 

       (i) Licensee may assign to such Acquiror, without the consent of NCI, 
those rights and licenses hereunder that pertain to Embedded Graphics Usage 
and may delegate those obligations that pertain to Embedded Graphics Usage. 

       (ii) if such Acquiror is Microsoft Corporation, WebTV Networks, Inc., 
PlanetWeb, Inc., PowerTV, Inc., OpenTV, Inc., Spyglass, Inc., Intel 
Corporation, International Business Machines Corporation, Sun Microsystems, 
Inc., Informix Software, Inc., or Sybase, Inc. (collectively, the "Specified 
Acquirors") then NCI, at its option may (A) consent to the assignment of 
those rights and licenses hereunder that pertain to Directed Browsing and 
delegation of those obligations that pertain to Directed Browsing Usage or 
(B) withhold consent to the assignment of, and terminate, those rights and 
licenses hereunder that pertain to Directed Browsing (including, without 
limitation, those licenses pertaining to Source Code for Directed Browsing 
and related Derivative Works) and delegation of those obligations that 
pertain to Directed Browsing, terminate this Agreement with respect to 
Directed Browsing and either (1) provide support to Customers validly 
licensed to use Directed Browsing subject to terms mutually agreed by the 
parties or (2) negotiate in good faith a license granting to such Acquiror 
sufficient rights in the NCI Source Code, Distributable Source and Excluded 
Components to allow such Acquiror to provide support to such Customers. In 
the event that NCI elects to withhold consent as described in (B) above and 
notwithstanding anything to the contrary herein (including, without 
limitation, Section 13.4.1), Licensee shall immediately return to NCI all NCI 
Source Code, Distributable Source, Excluded Components, End User 
Documentation, Derivative Works pertaining to Directed Browsing and any 
copies, extracts or summaries thereof and shall ensure that no disclosure of 
the foregoing is made to the Acquiror.   

       (iii) in the event that Licensee is acquired by one of the Specified 
Acquirors, Licensee shall pay to NCI the applicable "Assignment Fee" 
described below prior to or upon the closing of such acquisition:

================================================================================== Elapsed time from Assignment Fee Assignment Fee if Assignment Fee if 2 Effective Date 1 Major Update has Major Updates have been delivered to been delivered to Licensee prior to Licensee prior to effective date of effective date of acquisition acquisition ================================================================================== 0-180 days $[***]* $[***]* $[***]* ---------------------------------------------------------------------------------- -------------- * Confidential Treatment Requested. Confidential portion has been filed with the Securities and Exchange Commission. -23- ---------------------------------------------------------------------------------- 181-540 days $[***]* $[***]* $[***]* ---------------------------------------------------------------------------------- 541-900 days $[***]* $[***]* $[***]* ---------------------------------------------------------------------------------- After 900 days $[***]* $[***]* $[***]* ==================================================================================
Any attempt by either party to sublicense (except as expressly permitted herein) assign or transfer any of the rights (other than NCI's right to receive payment), duties or obligations under this Agreement in derogation hereof shall be null and void. 14.4. GOVERNING LAW. This Agreement is entered into in the State of California, U.S., and this Agreement shall be governed by and construed in accordance with the laws of the State of California, U.S., without reference to its conflicts of law provisions. Any dispute regarding this Agreement shall be subject to the exclusive jurisdiction of the California state courts in and for Santa Clara County, California (or, if there is exclusive federal jurisdiction, the United States District Court for the Northern District of California), and the parties agree to submit to the personal and exclusive jurisdiction and venue of these courts. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. 14.5. RELATIONSHIP OF THE PARTIES. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither Licensee, its Distributors nor its Customers or agents have any authority of any kind to bind NCI in any respect whatsoever. 14.6. CAPTIONS AND SECTION HEADINGS. The captions and section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement. 14.7. SEVERABILITY. If the application of any provision or provisions of this Agreement to any particular facts of circumstances shall be held to be invalid or unenforceable by any court of competent jurisdiction, then (a) the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby and (b) such provision or provisions shall be reformed without further action by the parties hereto to and only to the extent necessary to make such provision or provisions valid and enforceable when applied to such particular facts and circumstances. 14.8. FORCE MAJEURE. Either party shall be excused from any delay or failure in performance hereunder, except the payment of monies by Licensee to NCI, caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay. -------------- * Confidential Treatment Requested. Confidential portion has been filed with the Securities and Exchange Commission. -24- 14.9. ENTIRE AGREEMENT. This Agreement, including the Attachments hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous proposals and agreements whether oral or written, and all communications between the parties relating to the subject matter of this Agreement and all past courses of dealing or industry custom. If any ambiguity or conflict exists between the terms of this Agreement and the terms of any Attachment hereto, the terms of the Attachment shall prevail and shall be conclusively determined to reflect the intention of the parties with respect to the relevant issues. The terms and conditions of this Agreement shall prevail, notwithstanding any variance with any purchase order or other written instrument submitted by Licensee, whether formally rejected by NCI. -25- 14.10. ENGLISH. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall not be binding on the parties hereto. All communications and notices to be made or given pursuant to this Agreement shall be in the English language. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by duly authorized representatives of the parties as of the Effective Date. NETWORK COMPUTER, INC. LICENSEE By: By: ------------------------- ------------------------- Signature Signature Name: Name: ----------------------- ----------------------- Print or Type Print or Type Title: Title: ---------------------- ---------------------- Date: Date: ----------------------- ----------------------- -26- ATTACHMENT A TO OEM LICENSE AGREEMENT PRODUCT(S) AND TRADEMARK DESCRIPTIONS NCI Product: NCI eNavigator-TM- Version 1.1 derived from TV Navigator-TM- Directed Browsing: "Directed Browsing" shall be limited to the following functions: - Directed Browsing shall allow access solely to "Internet- formatted" content that is digitally signed specifically for display on the Bundled Product. "Internet-formatted" content shall mean HTML, Javascript, Java, GIF, JPEG, and other MIME-type data. - Directed Browsing shall only provide access to those web sites dedicated to a specific application ("Directed Browsing Websites"). - Directed Browsing shall provide access only to Direct Browsing Websites through a single domain name registered to a single corporate entity ("Designated Domain Name"). All content, applications or other elements appearing on the Directed Browsing Websites shall be owned by or licensed to the owner or operator of the respective Designated Domain Name. - Directed Browsing specifically excludes the ability to access directly, or through the use the servers on which the Directed Browsing Websites reside (e.g. DNS, Proxy), domain names other than the Designated Domain Name (as defined below) or gain Internet connectivity by other methods, including, without limitation, (i) substituting or remapping the Designated Domain Name to allow access to other domain names, (ii) caching access to content, applications, web-sites or other elements capable of display on the Bundled Product outside of the Designated Domain Name, (iii) caching external web-sites on a proxy server, (iv) web-wacking data from external web-sites to a local web-server, or (v) web site mirroring. The source code for the foregoing components are herein referred to as the NCI Source Code for Directed Browsing. Neither Directed Browsing nor the servers on which the Directed Browsing Websites reside shall permit or provide the ability to circumvent the navigation and access to the Designated Domain Name. The parties hereby agree that, in the event that either party determines that the foregoing definition of Directed Browsing is commercially unreasonable, the parties will negotiate in good faith a possible amendment to such definition. - Directed Browsing includes applications for Embedded Graphics Usage, but when the function of the HTML rendering engine is employed in such a way that the application specific user interface would not be considered to be an example of a "browser application" (ie., an example of a "browser application" would be an application that gave access to pre-formatted html content on a CD that constitutes an interactive tour guide; an example of an application which would not be considered a "browser -1- application" would be an application that provides access to user-interface specific functionality for a device such as a photocopier machine), all branding obligations will be waived. Embedded Graphics Usage: - "Embedded Graphics Usage" shall mean any use by Licensee of the eNavigator Graphics Technology (as defined below), provided that (a) such use of the eNavigator Graphics Technology is solely in connection with the creation of a non-Internet application, and (b) the eNavigator Graphics Technology (as defined below) is not utilized to create or in conjunction with any product marketed, distributed or developed by Licensee that is a network browser or otherwise competes with the NCI Product as it exists on the date NCI delivers the Deliverables to Licensee. The "eNavigator Graphics Technology" shall be limited to the following components of the NCI Product: (i) the Window Manager, (ii) the binary code for the Javascript engine, (iii) the 2D Graphics library, and (iii) the UI Widget library, and (iv) the text library. The source code for the foregoing components are herein referred to as the NCI Source Code for Embedded Graphics Usage. Notwithstanding anything in this Agreement to the contrary Licensee shall have no right to use the Embedded Graphics Usage in conjunction with televisions with any form of internet access or to create any form of a television "browser application". Notwithstanding anything in this Agreement to the contrary, Licensee shall have no rights to distribute source code for the Javascript engine or the Bitstream font technology. SDK Source Headers: \nci\sdk\include\AppError.h \nci\sdk\include\AppMsg.h \nci\sdk\include\assert.h \nci\sdk\include\Base.h \nci\sdk\include\cAccntMan.h \nci\sdk\include\CacheMan.h \nci\sdk\include\cCacheMan.h \nci\sdk\include\cErrLog.h \nci\sdk\include\CharSet.h \nci\sdk\include\cHwfHandlers.h \nci\sdk\include\cIspConnect.h \nci\sdk\include\cNotifier.h \nci\sdk\include\codeHeader.h \nci\sdk\include\ctype.h \nci\sdk\include\DataWrapper.h \nci\sdk\include\Destroyable.h \nci\sdk\include\errno.h \nci\sdk\include\Fetcher.h \nci\sdk\include\HtmlHandler.h \nci\sdk\include\iCacheMan.h -2- \nci\sdk\include\int64.h \nci\sdk\include\Mail.h \nci\sdk\include\MimeHandler.h \nci\sdk\include\module.h \nci\sdk\include\navio.h \nci\sdk\include\navioBoot.h \nci\sdk\include\navioErr.h \nci\sdk\include\navioInit.h \nci\sdk\include\net.h \nci\sdk\include\NviParamdef.h \nci\sdk\include\PlatformInfo.h \nci\sdk\include\PlatformInfoBitmask.h \nci\sdk\include\SmartCard.h \nci\sdk\include\stdarg.h \nci\sdk\include\stddef.h \nci\sdk\include\stdio.h \nci\sdk\include\stdlib.h \nci\sdk\include\string.h \nci\sdk\include\stringutil.h \nci\sdk\include\Text.h \nci\sdk\include\TextTypes.h \nci\sdk\include\time.h \nci\sdk\include\Vec.h \nci\sdk\include\Virtual.h \nci\sdk\include\wchar.h \nci\sdk\include\anim\AnimPlyr.h \nci\sdk\include\arch\i86\archI86.h \nci\sdk\include\arch\mips\archMips.h \nci\sdk\include\arch\mips\r4000.h \nci\sdk\include\aud\Snd.h \nci\sdk\include\aud\UiSnd.h \nci\sdk\include\chat\Chat.h \nci\sdk\include\gfx\cColor.h \nci\sdk\include\gfx\Color.h \nci\sdk\include\gfx\GfxCtx.h \nci\sdk\include\gfx\GfxPrims.h \nci\sdk\include\gfx\GfxTypes.h \nci\sdk\include\gfx\GfxUtil.h \nci\sdk\include\gfx\GifCond.h \nci\sdk\include\gfx\Image.h \nci\sdk\include\gfx\PixMap.h \nci\sdk\include\gfx\Png.h \nci\sdk\include\gfx\Rect.h \nci\sdk\include\gfx\RectList.h -3- \nci\sdk\include\gfx\VBlankClock.h \nci\sdk\include\intl\Ime.h \nci\sdk\include\intl\Locale.h \nci\sdk\include\kernel\ansiTimeExt.h \nci\sdk\include\kernel\BSem.h \nci\sdk\include\kernel\cBsem.h \nci\sdk\include\kernel\cClock.h \nci\sdk\include\kernel\cCondVar.h \nci\sdk\include\kernel\cDirectory.h \nci\sdk\include\kernel\cEvent.h \nci\sdk\include\kernel\cFile.h \nci\sdk\include\kernel\cHardwareFault.h \nci\sdk\include\kernel\Clock.h \nci\sdk\include\kernel\ClockTypes.h \nci\sdk\include\kernel\cMemRegion.h \nci\sdk\include\kernel\cMsgQueue.h \nci\sdk\include\kernel\cMsgTypes.h \nci\sdk\include\kernel\cMutex.h \nci\sdk\include\kernel\CondVar.h \nci\sdk\include\kernel\cShareLock.h \nci\sdk\include\kernel\cSysMonitor.h \nci\sdk\include\kernel\cSystem.h \nci\sdk\include\kernel\cThread.h \nci\sdk\include\kernel\cTimer.h \nci\sdk\include\kernel\Directory.h \nci\sdk\include\kernel\Event.h \nci\sdk\include\kernel\File.h \nci\sdk\include\kernel\iBsem.h \nci\sdk\include\kernel\iClock.h \nci\sdk\include\kernel\iCondVar.h \nci\sdk\include\kernel\iDirectory.h \nci\sdk\include\kernel\iEvent.h \nci\sdk\include\kernel\iFile.h \nci\sdk\include\kernel\iMemRegion.h \nci\sdk\include\kernel\iMsgQueue.h \nci\sdk\include\kernel\iMutex.h \nci\sdk\include\kernel\iShareLock.h \nci\sdk\include\kernel\iSystem.h \nci\sdk\include\kernel\iThread.h \nci\sdk\include\kernel\iTimer.h \nci\sdk\include\kernel\MemRegion.h \nci\sdk\include\kernel\Msg.h \nci\sdk\include\kernel\MsgQueue.h \nci\sdk\include\kernel\Mutex.h -4- \nci\sdk\include\kernel\Mutex.h \nci\sdk\include\kernel\ShareLock.h \nci\sdk\include\kernel\System.h \nci\sdk\include\kernel\Thread.h \nci\sdk\include\kernel\Timer.h \nci\sdk\include\kernel\TimerTypes.h \nci\sdk\include\liveConn\LiveConnEnabled.h \nci\sdk\include\media\Conductor.h \nci\sdk\include\media\iConductor.h \nci\sdk\include\mime\MimeRequest.h \nci\sdk\include\reg\cReg.h \nci\sdk\include\reg\cRegDef.h \nci\sdk\include\reg\cRegName.h \nci\sdk\include\scriptSym\DataValue.h \nci\sdk\include\types\navANSI.h \nci\sdk\include\types\navArch.h \nci\sdk\include\types\navCpu.h \nci\sdk\include\types\navParams.h \nci\sdk\include\types\navTypes.h \nci\sdk\include\types\navTypesBase.h \nci\sdk\include\types\navTypesOld.h \nci\sdk\include\util\navFlash.h \nci\sdk\include\util\ScreenSaver.h \nci\sdk\include\vid\cVid.h \nci\sdk\include\vid\Tv.h \nci\sdk\include\widget\Alert.h \nci\sdk\include\widget\Ascii.h \nci\sdk\include\widget\Border.h \nci\sdk\include\widget\CheckBox.h \nci\sdk\include\widget\Component.h \nci\sdk\include\widget\Container.h \nci\sdk\include\widget\Document.h \nci\sdk\include\widget\Focus.h \nci\sdk\include\widget\Frame.h \nci\sdk\include\widget\Grid.h \nci\sdk\include\widget\Highlight.h \nci\sdk\include\widget\History.h \nci\sdk\include\widget\iCheckBox.h \nci\sdk\include\widget\iPushButton.h \nci\sdk\include\widget\KeyCodes.h \nci\sdk\include\widget\Layout.h \nci\sdk\include\widget\ListBox.h \nci\sdk\include\widget\Notify.h \nci\sdk\include\widget\Picture.h \nci\sdk\include\widget\ProgressBar.h -5- \nci\sdk\include\widget\PushButton.h \nci\sdk\include\widget\RadioButton.h \nci\sdk\include\widget\SoftKbd.h \nci\sdk\include\widget\TextArea.h \nci\sdk\include\widget\TextEdit.h \nci\sdk\include\widget\TextField.h \nci\sdk\include\widget\TvPicture.h \nci\sdk\include\widget\Widget.h \nci\sdk\include\widget\WidgetErrorBase.h \nci\sdk\include\win\Point.h \nci\sdk\include\win\Win.h \nci\sdk\include\win\WinEvent.h \nci\sdk\include\win\WinInput.h \nci\sdk\include\win\WinManConn.h Deliverables:
Description Estimated Delivery Date ----------------------------------------------------------------- NCI Source Code excluding the Excluded Components and any third January 30, 1998 party Optional Products/Modules
NCI Trademarks: NCI, eNavigator NCI LOGO: The NC logo as set forth on the Corporate Signature Kit -6- ATTACHMENT B TO OEM LICENSE AGREEMENT LICENSEE PRODUCT, LICENSEE TRADEMARK, PRICING AND PAYMENT SCHEDULES, TERRITORY AND OPTIONAL PRODUCTS/MODULES Licensee Product: Licensee's real time embedded operating system including VxWorks, IxWorks, WiSP, and other real time embedded operating systems developed and owned by Licensee Licensee Trademarks: Wind River Systems, VxWorks, Tornado, IxWorks, Embedded Internet, WiSP (including the logos) Specified Parties: Integrated Systems, Inc., Microware Systems Corp., Mentor Graphics Corporation RTOS Division, QNX Software Systems, Ltd., Accelerated Technology, Inc., the Chorus and Diba divisions of Sun Microsystems, Inc. (or any other name under which such divisions operate), and Lynx Real Time Systems, Inc. Pricing: All of the following fees are nonrefundable and noncancelable: - License Fee: License Fee of $[***]* (payable as follows: $[***]* upon execution of the Agreement; $[***]* due within sixty (60) days following delivery hereunder of the NCI Source Code). - Prepaid License Fee: Prepaid License Fee of $[***]* for prepaid royalties on Tier II Directed Browsing applications (as defined below) (payable within sixty (60) days following delivery hereunder of the NCI Source Code). - Engineering Fees: NCI shall provide to Licensee up to nine (9) cumulative man-months of engineering effort to prepare the NCI Source Code for -------------- * Confidential Treatment Requested. Confidential portion has been filed with the Securities and Exchange Commission. delivery to Licensee and to support Licensee as reasonably requested by Licensee. Within sixty (60) days following delivery hereunder of NCI Source Code, Licensee shall pay $[***]* for such engineering effort. For any engineering effort beyond the effort described above, Licensee will pay NCI time and materials at a rate of $[***]* per man-month plus out of pocket expenses.
- Royalties:
=================================================================================== PRODUCT ROYALTY/UNIT ----------------------------------------------------------------------------------- Tier I: NCI eNavigator v1.1 for Directed N/A Browsing (excluding Tier II applications) ----------------------------------------------------------------------------------- Tier II: NCI eNavigator v1.1 for SUBJECT TO SECTION (c) BELOW, Directed Browsing Applications for Web FOR EACH UNIT OF THE BUNDLED Phones, Car Navigation Systems, and PRODUCT DISTRIBUTED HEREUNDER Personal Digital Assistants LICENSEE SHALL PAY THE GREATER (The first [***]* units distributed OF: [***]*% OF THE FEE RECEIVED in the twelve month period immediately FOR THE BUNDLED PRODUCT AND following the first commercial shipment $[***]* FOR ENAVIGATOR V1.X AND of the first Bundled Product shall be $[***]* FOR V2.0 AND ANY OTHER royalty-free; the first [***]* units INCLUDED MAJOR UPDATES OF distributed in each year thereafter ENAVIGATOR. shall be royalty-free) ----------------------------------------------------------------------------------- Embedded Graphics Applications SEE BELOW =================================================================================== NCI eNavigator v1.1 Source Code Access N/A ===================================================================================
**At Licensee's request, NCI and Licensee agree to negotiate in good faith the terms and conditions of a potential NCI server reseller agreement. At Licensee's request, NCI and Licensee shall negotiate in good faith a potential license agreement granting Licensee a license to use, modify, and sublicense the NCI Product for full Internet browsing, including the right to sublicense Bundled Product for TV-based applications. Should the royalty fees for Tier II applications detailed above become unreasonable for either party, the parties agree to negotiate in good faith towards a mutually agreeable license fee. b) In the event Licensee elects to include available third party modules, Licensee agrees to pay optional third party royalties at a [***]* percent ([***]*%) discount off of NCI's list price applicable to such optional modules provided that such third party module is available from NCI in source code form. Personal Java will be treated as an optional third party module if available. c) Licensee shall make the following payments for distributing units of the Bundled Product as follows: For any Bundled Product where the use of the NCI Product is restricted solely to Embedded Graphics Usage, Licensee shall owe no additional Royalty hereunder. -------------- * Confidential Treatment Requested. Confidential portion has been filed with the Securities and Exchange Commission. -2- For unit(s) of Bundled Product licensed for any Tier II Application of Directed Browsing, Licensee shall owe the Royalty set forth in the chart above upon the earlier of (i) Licensee's receipt of payment for such unit(s) of Bundled Product (including any prepaid royalties or licensing fee pertaining thereto) and (ii) Licensee's, Distributors', or Customers' distribution of such unit(s) of Bundled Product to an End User. For any Bundled Product licensed for any Tier I Application of Directed Browsing, Licensee shall owe no additional Royalty hereunder. Notwithstanding the foregoing, Licensee shall owe no per unit Royalty for distribution of Bundled Product that is embedded into a device that meets the following criteria: such device requires the NCI Custom Connect Server (or a successor NCI product) to operate. - Service Fee: For the twelve month period commencing on the first day of the sixteenth month following the Effective Date hereof, Licensee will pay, in advance, an annual non-refundable Service Fee equal to the greater of (x) $[***]* or (y) [***]*% of all Royalties accrued hereunder for distributions made during the prior (12) twelve month period. Thereafter, the parties shall negotiate in good faith the Service Fee applicable for NCI's provision of maintenance and support services described herein in subsequent years. Territory: Worldwide Optional Products/Modules: Sound module (includes MIDI, RealAudio) RSA security module Additional fonts (Chinese, etc.) Third Party Code: JPEG, Berkeley DBM, Bitstream
The following requirements must be met for each Bundled Product distributed under the attached Agreement JPEG - All manuals must include the phrase "The [Insert name of Bundled Product] is based, in part, on the work of the Independent JPEG Group." BERKELEY DBM - The entire notice below must be included in "THE DOCUMENTATION AND/OR OTHER MATERIALS PROVIDED WITH THE DISTRIBUTION." "The portion of [the Bundled Product] that provides the DBM function is copyright (c) 1990, 1993, 1994 The Regents of the University of California (the "Regents"). All rights reserved. This code is derived from software contributed to Berkeley by Margo Seltzer. Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met: -------------- * Confidential Treatment Requested. Confidential portion has been filed with the Securities and Exchange Commission. -3- 1. Redistribution of source code must retain the above copyright notice, this list of conditions and the following disclaimer. 2. Redistribution in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution. 3. All advertising materials mentioning features or use of this software must display the following acknowledgment: This product includes software developed by the University of California, Berkeley and its contributors. 4. Neither the name of the University nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission. THE SOFTWARE WHICH PROVIDES THE DBM FUNCTION IS PROVIDED BY THE REGENTS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE REGENTS OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE." BITSTREAM SOFTWARE - Licensee must reproduce each Bitstream copyright, trademark and/or patent notice, as applicable in its entirety on each copy of the Bundled Product, in the same location as it appears, in electronic or printed form, on the NCI Product as delivered to Licensee. OFFER TO PURCHASE SERVICES AND LICENSES SEPARATELY THE CONSULTING SERVICES AND THE LICENSES CONTAINED HEREIN ARE PROPOSED SEPARATELY. LICENSEE MAY ACQUIRE THE LICENSES CONTAINED HEREIN WITHOUT ACQUIRING NCI CONSULTING SERVICES, AND LICENSEE MAY ACQUIRE THE LICENSES CONTAINED HEREIN SEPARATELY AT THE FEES STATED IN THIS AGREEMENT. -4- ATTACHMENT C TO OEM LICENSE AGREEMENT MAINTENANCE AND TECHNICAL SUPPORT 1. MAINTENANCE/MINOR UPDATES. In consideration of the Service Fee set forth in Attachment B, NCI will provide to Licensee any Minor Updates made generally available to similarly situated licensees of NCI Product during the one (1) year term of this Maintenance and Technical Support Agreement. NCI will not be responsible for providing Minor Updates to End Users, Distributors or Customers and Licensee will be responsible for providing Minor Updates to End Users which Licensee licenses directly, and to Distributors, and Customers. If requested in writing by NCI, Licensee will distribute each Minor Update to Distributors, Customers and End Users which Licensee licenses directly. Such Minor Updates may be distributed via modem or tangible medium, at the discretion of NCI. The expenses of any such distribution will be paid by Licensee. Licensee and NCI agree to discuss monthly support issues and processes. 2. TECHNICAL SUPPORT. In consideration of Service Fee set forth in Attachment B, NCI will provide Licensee with NCI's backend technical support services, as further described herein. a) BACK-END SUPPORT. NCI will provide back-end support to Licensee for Program Errors not resolved by Licensee pursuant to Licensee's support policies and in accordance with subsection (b) below. This support includes efforts to identify defective source code and to provide corrections, workarounds and/or patches to correct Program Errors. NCI will provide Licensee with a telephone number and an e-mail address which Licensee may use to report Program Errors during NCI's local California business hours (8am-5pm Pacific Time). For priority 1 or 2 failures, Licensee agrees to notify NCI via both telephone and e-mail. Licensee will identify one (1) member of its customer support staff and an alternate to act as the primary technical liaisons responsible for all communications with NCI's technical support representatives. Such liaisons will have sufficient technical expertise, training and/or experience for Licensee to perform its obligations hereunder. Within one (1) week after the Effective Date, Licensee will designate its liaison(s). Notification will be in writing and/or e-mail to NCI. Licensee may substitute contacts at any time by providing to NCI one (1) week's prior written and/or electronic notice thereof. NCI will make reasonable efforts to correct significant Program Errors that Licensee identifies, classifies and reports to NCI and that NCI substantiates. NCI may reclassify Program Errors if it reasonably believes that Licensee's classification is incorrect. Licensee will provide sufficient information to enable NCI to duplicate the Program Error before NCI's response obligations will commence. NCI will not be required to correct any Program Error caused by (a) Licensee's incorporation or attachment of a feature, program, or device to the NCI Product, or any part thereof; (b) any nonconformance caused by accident, transportation, neglect, misuse, alteration, modification, or enhancement of the NCI Product; (c) the failure to provide a suitable installation environment; (d) use of the NCI Product for other than the specific purpose for which the NCI Product are designed; (e) Licensee's use of defective media other than defective media provided by NCI to Licensee or defective duplication of the NCI Product; or (f) Licensee's failure to incorporate any Minor Update previously released by NCI which corrects such Program Errors. Provided Program Error reports are received by NCI during NCI's local California business hours (8am-5pm Pacific Time), NCI will use its commercially reasonable efforts to communicate with Licensee about the Program Error via telephone or e-mail within the following targeted response times:
---------------------------------------------------------------------------- Priority Failure Description Response Time ---------------------------------------------------------------------------- -- ---------------------------------------------------------------------------- 1 Severe Impact (functionality disabled): 4 working hours errors which result in a lack of application functionality or cause intermittent system failure ---------------------------------------------------------------------------- 2 Degraded Operations: errors causing 2 working days malfunction of non-critical functions ---------------------------------------------------------------------------- 3 Minimal Impact attributes and/or options to 5 working days utility programs do not operate as stated ---------------------------------------------------------------------------- 4 Enhancement Request 5 working days ----------------------------------------------------------------------------
Provided that Licensee provides to NCI the necessary assistance and deliverables in order for NCI to perform NCI's technical support obligations, including, without limitation, providing the Prototypes to NCI, NCI will use reasonable commercial efforts to provide a timely response based upon Licensee's characterization of such Program Error, and to resolve each significant Program Error by providing either a reasonable workaround, an object code patch, or a specification plan for how NCI will address the problem and an estimate of how long it will take to rectify the defect. Except with respect to Program Errors found in the Excluded Components, NCI reserves the right to charge Licensee additional fees at its then-standard rates for services performed in connection with reported Program Errors which are later determined to have been due to hardware or software not supplied by NCI, including without limitation, Program Errors which are not present in the Reference Implementation. Such additional charges shall be charged against the $200,000 of Engineering Fees paid by Licensee to NCI for up to nine (9) cumulative man-months of engineering effort as set forth in Attachment B. Notwithstanding the foregoing, NCI has no obligation to perform services in connection with Program Errors (i) resulting from hardware or software not supplied by NCI; or (ii) which occur in the NCI Product release which is not the then-current release. b) FRONT-LINE SUPPORT. Licensee, and not NCI, will provide front- line, or first and second level, technical support to its Distributors, Customers and End Users. Such support includes call receipt, call screening, installation assistance, problem identification and diagnosis, efforts to create a repeatable demonstration of the Program Error and, if applicable, the replacement of any defective media or distribution of Minor updates. Licensee agrees that any End User Documentation distributed by Licensee will clearly and conspicuously state that Customers should call Licensee for technical support for the NCI Product. NCI will have no obligation to furnish any assistance, information or End User Documentation with respect to the NCI Product, to any Distributor, Customer or End User. If NCI customer support representatives are being contacted by a significant number of Licensee's Distributors, Customers or End Users then, upon NCI's request, Licensee and NCI will cooperate to minimize such contact. -2- ATTACHMENT D TO OEM LICENSE AGREEMENT USER INTERFACE AND BRANDING REQUIREMENTS FOR DIRECTED BROWSING In all cases the color, positioning, trademarks and fonts used with the NCI Logo in conjunction with the NCI Product or Bundled Product will adhere to the NCI Signature Guidelines. Due to the limited nature of the screen real-estate used with embedded devices the following logo size requirements will replace general size requirements found in the NCI Signature Guidelines. For devices using screen sizes from Quarter VGA to Full VGA (320x240 up to 640x480), the NCI Logo shall be no smaller than 20 Pixels in height. (The height of the logo will define the width base on the standards found in the NCI Signature Guidelines.) For Devices using screen sizes of full VGA and above the NCI Logo shall be no smaller than 40 Pixels in height. On any display Quarter VGA or larger (e.g. 320x240 pixels or 240x320 pixels), the NCI Logo will be presented in each of the following situations: 1) The NCI Logo will appear on any Navigation menus. A Navigation menu is defined as any menu, set of buttons, or commands that allow the user to control the Directed Browsing feature of the NCI Product. Examples of Navigation menus would include: - Pop up menu where the user can input a URL address - Menu where forward, back or home buttons are displayed - A function menu where directed web applications can be launched (e.g. mail) 2) The NCI Logo will appear on any Status bar menus. A Status bar menu is defined as any menu, pop-up window or overlay that reports the status of a directed browsing function within the NCI Product and/or Bundled Product. Examples of Status bars would include: - Progress bar in drawing a web page - Animated downloading icon (eg. Netscape logo in Navigator) - Status update when downloading applications, mail or other content 3) If a Directed Browsing application is part of a program "launch" the NCI Logo will appear as a splash screen on launch. Status Bar Example: [GRAPHIC] -2- Navigation Bar Example [GRAPHIC] -3- AMENDMENT N0. 1 TO OEM LICENSE AGREEMENT BETWEEN NETWORK COMPUTER, INC. AND WIND RIVER SYSTEMS, INC. DATED DECEMBER 31, 1997 This Amendment No. 1 ("Amendment No. 1") to the OEM License Agreement dated December 31, 1997 between Network Computer, Inc. a Delaware corporation ("NCI") and Wind River Systems, Inc., a Delaware corporation ("Licensee"), as amended (the "OEM License Agreement"), is made and entered into this 31st day of August, 1998 (the "Amendment 1 Effective Date"). RECITALS A. Licensee has been granted a license to certain NCI technology under the terms and subject to the conditions set forth in the OEM License Agreement. B. The parties desire to amend the OEM License Agreement as set forth in this Amendment No. 1. C. All capitalized terms not defined herein shall have the meanings given them in the OEM License Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Section 1.9 of the OEM License Agreement is hereby amended by deleting said Section and replacing it with the following: "1.9 "BUNDLED PRODUCT" means one or more products developed by Licensee that consists of the Licensee Product and any portion of the NCI Product, subject to the applicable limitations set forth in this Agreement." 2. Section 1.26 of the OEM License Agreement is hereby amended by deleting said Section and replacing it with the following: "1.26. "CUSTOMER" means a third party entity that enters into a Distributor Agreement (as defined below), excluding the Excluded Accounts (as defined below) only in the case where such third party entity is or intends to license or distribute TV Products (as defined below)." 3. Section 1 of the OEM License Agreement is hereby amended by adding the following subsections to the end of said Section: "1.30 "Excluded Accounts" shall mean internet service providers, pay television operators (including, without limitation, cable companies and satellite television companies) and Specified Accounts. 1.31 "Specified Accounts" shall mean those third parties set forth on Exhibit A hereto which the parties acknowledge and agree (i) NCI shall retain an exclusive relationship with, and (ii) Licensee shall not distribute the Bundled Products to or through." 1.32 "TV Products shall mean products that contain all or part of TV 1 Navigator, DTV Navigator and/or eNavigator where the intended use of such products is for television display." 4. Section 2.1.1(iii) of the OEM License Agreement is hereby amended by deleting the entire third paragraph of said Section (which begins, "Notwithstanding anything else in this Agreement or the attachments and exhibits hereto, Licensee hereby agrees that it shall not modify the NCI Source Code...") and replace it with the following: "Licensee may modify the NCI Source Code and/or Distributable Source as provided in this Section 2.1.1 to create a Bundled Product that utilizes a television display (e.g., a display that is commonly referred to as a television, or supports television formats such as NTSC, PAL, SECAM, HDTV formats, or other new formats derived therefrom), provided such Bundled Product does not present Enhanced Television. "Enhanced Television" shall be deemed present if HTML, Javascript, or any portion of the NCI Product is utilized for any of the purposes below. (1) Overlay/merging of a video or television signal with a web application; (2) Scaling of video (e.g. "Picture in a Picture"); (3) Accessing data located in the VBI, MPEG or other in/out of band video stream; (4) Controlling any functions of the television or television device (including, but not limited to, tuning the channel, displaying channel information, IR blasting, One Touch record to a VCR); (5) Integrating any of the emerging television data transport protocols with the browser or browser- based application (including, but not limited to, Intercast, Wink, ATVEF, DVB, MHEG and ATSC); or (6) Manipulating any of the television system information (SI) information, Conditional Access System, or NVOD, VOD, PPV, and IPPV functions." 5. Section 2.1.1 of the OEM License Agreement is hereby amended by adding the following subsection to the end of said Section: "(iv) Notwithstanding anything in the foregoing subsection 2.1.1(iii), a non-exclusive, perpetual, irrevocable (except as provided in Section 13), non-transferable, non- assignable right and license, subject to payment of the Royalties hereunder, to distribute (directly or indirectly through Distributors) and sublicense (via Distributor Agreements) the NCI Product and Distributable Source, solely as incorporated in the Bundled Product, to Customers and Distributors, and to distribute (directly or indirectly through Distributors) and sublicense the NCI Product and Distributable Source, solely as incorporated in the Bundled Product, to End Users, in the Territory for Full Web Browsing purposes. "Full Web Browsing" shall mean Web Browsing and Directed Browsing. "Web Browsing" shall mean any mechanism that is used to display HTML or other Internet data via a network connection using standard Internet connection protocols such as HTTP or other current or future Internet protocols as defined by the W3C from time to time. "WC3" is an organization that is generally accepted by the industry as the authority for internet standards. All versions of the Bundled Product enabling Full Web Browsing will contain the following elements to enable NCI's Custom Connect Server, including any subsequent versions and updates thereto ("Custom Connect Server") to manage 2 the client. The API's necessary to enable this functionality are found in three key areas: - HTTP based protocols; - Javascript functions; and - mime types. These API's enable the device to be administered by and to store data on trusted servers. These include, but are not limited to, the following protocols, mime types and functions: - Obtaining, verifying and using trust rules (i.e., the rules that determine which distinguished hosts can be trusted for which function) No host or object that is not certified by the trust rules may access those functions. The functions that require trust information include, but are not limited by: - Providing trusted content (i.e., content that may execute restricted Javascript functions or mime types - Signing updates of the eNavigator system software - Signing eNavigator application software - Making an HTTP/SSL connection; - Setting the current time, local time zone, and daylight savings time information; - Uploading client error information to be logged on the server; - Discovering and downloading new software versions that are available on the server; - Accessing and storing server resident persistent storage; - Accessing and storing client resident persistent storage; - Periodic and automatic dialing and getting of URLs; - Changing the user context of the client device; - Setting the contact information for the device -- phone numbers, PPP login and passwords, DNS addresses, well-known URLs; - Uploading of device usage information to a trusted server; - Recognizing the client as a derivative product of a particular version of TV Navigator using a special form of the HTTP User Agent string; and - Recognizing the client as being produced for a particular original equipment manufacturer ("OEM"). This allows OEM-specific content to be easily sent to that client. This can be done by acquiring an OEM ID from NCI to be inserted in the HTTP User Agent string. Each Bundled Product enabling Full Web Browsing shall contain the complete set of functionality, including the functionality listed above, provided in the applicable NCI Product ("Certification Functionality"), if technically feasible. Each release of the Bundled Product enabling Full Web Browsing provided by Licensee must pass the NCI Certification Process. Licensee shall not remove, disable or modify the Certification Functionality in the NCI Products and shall ensure that the Certification Functionality cannot be removed, disabled or modified by any third party." The NCI Certification Process consists of: 3 (a) Compatibility with: - Specified versions of the Custom Connect Server - Well known public Web sites specified by NCI - A set of canned test pages (b) Licensee shall certify that the Bundled Product enabling Full Web Browsing is certified with the same version of the Custom Connect Server, well known public Web sites specified by NCI and canned test pages, as the applicable NCI Product (from which such Bundled Product enabling Full Web Browsing was derived) was certified. NCI will provide only to Licensee technical support services in connection with the Certification Process which shall include reasonable installation assistance, initial training, and other reasonable mutually agreed upon technical support services in order for Licensee to setup and perform Certification Testing of Bundled Products enabling Web Browsing. (c) As part of the NCI Certification Process, NCI will make available to Licensee, with each release of an NCI Product: - A reasonable number of free copies of the production versions of the Custom Connect Server and associated documentation (not to exceed five (5) copies) - Copies of NCI test pages and URLs of the well known public Web sites specified by NCI Compatibility testing for the Bundled Product enabling Full Web Browsing with the production versions of Custom Connect Server, well known public Web sites specified by NCI, and canned test pages shall be performed by Licensee. With each Bundled Product enabling Full Web Browsing, NCI may ask to monitor these tests, in which case Licensee will re- perform the tests in NCI's presence within two (2) weeks of NCI's request. 6. Section 2.1.2 of the OEM License Agreement is hereby amended by adding the following to the end of the first sentence: "..., or Full Web Browsing." 7. Section 2 of the OEM License Agreement is hereby amended by adding the following subsection to the end of said Section: "2.5 LICENSE TO DISTRIBUTE NCI TV NAVIGATOR AND NCI DTV NAVIGATOR. Notwithstanding anything to the contrary contained in Section 2.1.1(iii) (but subject to all the other terms and conditions of this Agreement), NCI hereby grants and Licensee hereby accepts, a non-exclusive, , non- transferable, non-assignable license for TV Navigator Period and right in the Territory to (i) to distribute the object code version of the TV Navigator and DTV Navigator, solely as incorporated in the Bundled Product to Customers, (ii) modify solely for porting the NCI TV Navigator and NCI DTV Navigator to the Licensee Products, and (iii) to sublicense solely to Customers the right (a) to reproduce the Bundled Product incorporating TV Navigator and DTV Navigator, solely in connection with the reproduction of Customer Bundled Products, and (b) distribute in the Territory such Customer Bundled Products directly or indirectly to End Users, provided that Licensee enters into written Distributor Agreements with such Customers "Customer Bundled Products" shall mean one or more products developed by an Customer that consists of the Bundled Product and such Customer's hardware. The "TV Navigator Period" shall 4 commence as of the Amendment 1 Effective Date and shall continue unless, after a period of four (4) years from the Amendment 1 Effective Date, either party provides the other party with one (1) year written notice of termination." 8. Section 2.4 of the OEM License Agreement is hereby amended by adding the following to the end of said Section: "Subject to the terms and conditions of this Agreement, NCI hereby grants and Licensee hereby accepts a paid up, worldwide, non-exclusive, perpetual, irrevocable (except as provided in Section 13), non-transferable, non-assignable right and license (with the right to sublicense solely to Customers the right and license) to use, modify, and reproduce the End User Documentation, and to distribute to End Users through Customers the End User Documentation, solely in conjunction with the Customer Bundled Products." 9. Section 3.2 of the OEM License Agreement is hereby amended by adding the following to the end of said Section: "Licensee shall actively promote the NCI Server Software and promptly notify NCI of sales leads. NCI shall, upon Licensee's written request, supply Licensee with a reasonable number of copies of the applicable product literature and promotional materials for the NCI Server Software." 10. Section 3 of the OEM License Agreement is hereby amended by adding the following to the end of said Section: "3.6 SDKs. 3.6.1 NCI shall consult with Licensee with respect to specifications for NCI's TV Navigator software development kit and DTV Navigator software development kit (if and when available) including Licensee's Tornado development tools which are released subsequent to the Amendment 1 Effective Date and NCI shall consult with Licensee with respect to the implementation of such specifications. Notwithstanding the foregoing, the parties acknowledge that all final decisions with respect NCI's TV Navigator software development kit and DTV Navigator software development kit shall reside with NCI. The TV Navigator software development kit that NCI develops pursuant to this Section 3.6.1 shall be the only version of software development kit containing NCI's TV Navigator software and Licensees' Tornado development tools that either party will be permitted to develop during the term of this Agreement." 3.6.2 NCI hereby grants to Licensee a non-exclusive, , non-transferable, worldwide right and license for the TV Navigator Period to, and to sublicense solely to Customers the right to, use one (1) development seat per TV Navigator software development kit ("NCI SDK Development Seat") for the following purposes in accordance with the terms and conditions set forth herein and in the applicable software development kit license agreement (a current version of which is attached as Exhibit B hereto) ("SDK License Agreements"): to integrate a Customer's hardware with the Bundled Product. All sublicenses of the TV Navigator software development kit granted by Licensee to Customers as provided in this Section shall be pursuant to written SDK License Agreements. In consideration for such license, Licensee shall pay to NCI a 5 license fee of [***]* dollars ($[***]*) per NCI SDK Development Seat licensed which amount shall be due within thirty (30) days following the end of the quarter in which the license fees for such NCI SDK Development Seats are due to Licensee (which is forty-five (45) days after the date of Licensee's invoice) ("Licensee Payment Accrual Date"). In the event that (i) Licensee has paid for a NCI SDK Development Seat(s), (ii) Licensee does not receive payment from the Customer(s) for such NCI SDK Development Seat(s), and (iii) has the NCI SDK returned to Licensee ("Returned SDK Seat") within forty-five (45) days of the Licensee Payment Accrual Date, NCI will credit Licensee's account in the amount of such Returned SDK Seat, which may be applied against future license fees for NCI SDK Development Seats for a period of one (1) year. Licensee shall refer any requests for additional NCI SDK Development Seat licenses and any maintenance and technical support for the NCI SDK Development Seat to NCI." 11. Section 4.1.1 of the OEM License Agreement is hereby amended by deleting the third sentence in said Section and replacing it with the following: "Licensee shall pay NCI any Royalties accrued hereunder during each quarter (as defined in Section 4.1 of the Agreement) within thirty (30) days following the end of such quarter and each such payment shall be accompanied by a quarterly report as described in Section 4.3 below." 12. Section 4.3 of the OEM License Agreement is hereby amended by deleting said Section and replacing it with the following: "Licensee shall report to NCI within thirty (30) calendar days after the end of each quarter, the type of Bundled Product and/or Updates distributed directly or indirectly to each Customer (and End User, as applicable) during such quarter, organized in a manner to permit a separate review of Bundled Product and Updates, the postal codes of each such Customer (and End User, as applicable), the number of copies and type of Bundled Product (by platform) used internally by Licensee for the first time during such quarter, and such other information as NCI may from time to time reasonably request." 13. Section 13.4 of the OEM License Agreement is hereby amended by adding the following subsection to the end of said Section: "13.4.3 In the event that the licenses granted in Section 2.5 are terminated by either party pursuant to Section 2.5, and provided Licensee fulfills its obligations specified in this Agreement with respect to such items, Licensee may continue to use and retain copies of the applicable NCI Product and End User Documentation, but only for a period of five (5) years following the effective date of such termination and only to the extent, necessary to support and maintain the Bundled Product rightfully distributed to End Users and Customers by Licensee, directly or indirectly through Distributors, prior to termination of this Agreement. After such five (5) year period, Licensee shall, at NCI's option, either deliver to NCI or destroy all copies of the applicable NCI Product and End User Documentation and any other materials provided by NCI to Licensee with respect thereto and shall furnish to NCI an affidavit signed by an officer of Licensee certifying that, to the best of its knowledge, such delivery or destruction has been fully effected. For the avoidance of doubt, termination of the licenses granted in Section 2.5 shall not terminate this Agreement, but -------------- * Confidential Treatment Requested. Confidential portion has been filed with the Securities and Exchange Commission. 6 termination of this Agreement shall terminate the licenses granted in Section 2.5. For the two (2) year period following the date of termination of the licenses granted in Section 2.5 and provided Licensee pays to NCI the applicable Services Fees, NCI will provide the maintenance and technical support services for the version of the NCI TV Navigator and NCI DTV Navigator (as applicable) current as of the date of such termination. In the event that as of the date of such termination, Licensee's most current version is an earlier version of the NCI TV Navigator and NCI DTV Navigator (as applicable), NCI shall only support such earlier version for two (2) years from Licensee's receipt of such earlier version." 14. Section 14.3 of the OEM License Agreement is hereby amended by replacing "Directed Browsing" with "Full Web Browsing" in each instance where it appears in said Section. 15. Attachment A of the OEM License Agreement is hereby amended by deleting the definition of NCI Product and replacing it with the following: "NCI Product: NCI eNavigator-TM- Version 1.1 derived from TV Navigator-TM- ("eNavigator"), including Updates thereto; NCI TV Navigator ("TV Navigator"), including Updates thereto; NCI DTV Navigator if and when available ("DTV Navigator"), including Updates thereto."
16. Attachment A of the OEM License Agreement is hereby amended by deleting the definition of Embedded Graphics Usage and replacing it with the following: "Embedded Graphics Usage" shall mean any use by Licensee of the eNavigator Graphics Technology (as defined below), provided that (a) such use of the eNavigator Graphics Technology is solely in connection with the creation of a non-Internet application, and (b) the eNavigator Graphics Technology (as defined below) is not utilized to create or in conjunction with any product marketed, distributed or developed by Licensee that is a network browser or otherwise competes with the NCI Product as it exists on the date NCI delivers the Deliverables to Licensee, and (c) any use of the HTML code is solely for the development of static (meaning a device that does not permit downloading of new content or user interfaces from a network),user interface displays. The HTML code referred to in (c) above may only be distributed in object code form. The "eNavigator Graphics Technology" shall be limited to the following components of the NCI Product: (i) the Window Manager, (ii) the binary code for the Javascript engine, (iii) the 2D Graphics library, and (iii) the UI Widget library, (iv) the text library and (v) the binary HTML code for the NCI Products. The source code for the foregoing components are herein referred to as the NCI Source Code for Embedded Graphics Usage. Notwithstanding anything in this Agreement to the contrary Licensee shall have no right to use the Embedded Graphics Usage in conjunction with televisions with Full Web Browsing or to create any form of a television "browser application". Notwithstanding anything in this Agreement to the contrary, Licensee shall have no rights to distribute source code for the Javascript engine or the Bitstream font 7 technology." 17. Attachment A of the OEM License Agreement is hereby amended by adding the source header files set forth on Exhibit D hereto to the end of the section entitled "SDK Source Headers". 18. Attachment A of the OEM License Agreement is hereby amended by adding the following to the end of the section entitled "Deliverables": "Description Estimated Delivery Date NCI TV Navigator 1.2 within 14 days following the Amendment 1 Effective Date DTV Navigator if and when available"
19. Attachment B of the OEM License Agreement is hereby amended by adding the following to the end of the Section entitled "Pricing": "Amendment 1 Prepaid Royalty: Licensee shall pay to NCI a non-refundable, non-cancelable prepayment of Royalties for Full Web Browsing in the amount of $[***]* payable as follows: $[***]* upon the Amendment 1 Effective Date, $[***]* on or before December 31, 1998, and $[***]* on or before May 15, 1999."
20. Attachment B of the OEM License Agreement is hereby amended by deleting the definition of "Prepaid License Fee" and replacing it with the following: " - Prepaid License Fee: The parties acknowledge and agree that Licensee has paid to NCI a prepaid license fee in the amount of $[***]* for royalties on Tier II Directed Browsing applications. The parties also acknowledge and agree that such $[***]* is no longer considered to be a prepayment of royalties as set forth in the foregoing sentence but is hereby deemed to be a one-time non-refundable, non- cancelable, non-recoupable license fee in consideration for the rights granted herein with respect to Embedded Graphics and Directed Browsing."
21. Attachment B of the OEM License Agreement is hereby amended by deleting the definition of "Royalties" and replacing it with the definition set forth on Exhibit C hereto. 22. This Amendment No. 1 shall be deemed to be incorporated into the OEM License Agreement and made a part thereof. All references to the OEM License Agreement in any other document shall be deemed to refer to the OEM License Agreement as modified by this Amendment No. 1. Except as modified by this Amendment No. 1, the OEM License Agreement shall remain in full force and effect and shall be enforceable in accordance with its terms. In the event that the terms of this Amendment No. 1 conflict with the terms of the OEM License Agreement, or its exhibits, as amended, the terms of this Amendment No. 1 shall be deemed to govern. -------------- * Confidential Treatment Requested. Confidential portion has been filed with the Securities and Exchange Commission. 8 23. This Amendment No. 1 may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. 24. Section 2.1.4 of the OEM License Agreement is hereby amended by adding the following to the last sentence: between the word "Usage" and "capabilities" add ", or Full Web Browsing". IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed as of the Amendment 1 Effective Date. "NCI" "Licensee" Network Computer, Inc. Wind River Systems, Inc. By: By: ------------------------------- ------------------------------- Print Name: Print Name: ----------------------- ----------------------- Title: Title: ---------------------------- ---------------------------- 9 EXHIBIT A SPECIFIED ACCOUNTS "Specified Accounts" shall refer to the entities listed below. NCI will, within one month following the Amendment 1 Effective Date, provide Licensee with an updated list of Specified Accounts which will be updated to include certain of the below listed entities' subsidiaries and which shall amend this Exhibit A. [***] If Wind River intends to become involved in a design of a Bundled Product with one of the Specified Accounts ("Proposed Relationship"), Wind River will notify NCI in writing (to NCI's General Counsel and Senior Director of OEM Sales) requesting approval to proceed with the Proposed Relationship prior to approaching the Specified Account. Such notice shall include the name of the Specified Account, contact and project information. If NCI is not currently engaged in business discussions for the same or related projects with the Specified Account, then NCI's approval shall not be unreasonably withheld. NCI agrees to respond to such requests for approval within five (5) business days of NCI's acknowledgement by NCI's Senior Director of OEM Sales of receipt of such a request, after which the Proposed Relationship will be deemed approved. [***] CONFIDENTIAL TREATMENT REQUESTED 10 Exhibit B NCI TV NAVIGATOR-TM- SDK LICENSE AGREEMENT The following terms shall apply to any NCI NAVIGATOR SOFTWARE DEVELOPMENT TOOLKITs licensed to ISP (referred to as "Licensee") hereunder. REDISTRIBUTION OF THIS SOFTWARE DEVELOPMENT TOOLKIT ("SDK") OR ANY DOCUMENTATION PROVIDED TO LICENSEE BY NCI IS STRICTLY PROHIBITED. REDISTRIBUTION OF ANY RESULTS CREATED USING THIS SDK ARE PROHIBITED UNLESS SUCH RIGHT HAS BEEN GRANTED PURSUANT TO A WRITTEN LICENSE AGREEMENT EXECUTED BY NCI AND LICENSEE (THE "RESELLER AGREEMENT") AND THEN ONLY AS LICENSED THEREBY. THE MEDIA CONTAINED IN THIS PACKAGE INCLUDE A NUMBER OF SEPARATE PROGRAMS, INCLUDING THE TORNADO FOR NCI TV NAVIGATOR, ADD-ON COMPONENTS AND TOOL PROGRAMS FOR USE WITH TORNADO FOR NCI TV NAVIGATOR, AND THE NCI TV NAVIGATOR SYSTEM COMPONENTS. LICENSEE IS PERMITTED TO USE ONLY THOSE PROGRAMS FOR WHICH LICENSEE HAS PAID THE LICENSE FEE AND OBTAINED A PASS KEY FROM NCI ALLOWING LICENSEE ACCESS TO THE PROGRAM. LICENSEE HAS NOT LICENSED A PROGRAM UNTIL LICENSEE HAS PAID THE LICENSE FEE AND OBTAINED THE PASS KEY. FURTHERMORE, LICENSEE'S USE OF THIS SDK IS SUBJECT TO ALL THE TERMS AND CONDITIONS SET FORTH BELOW. LICENSE. This SDK is licensed, not sold, to Licensee for use only under the terms of this agreement, and NCI and its licensors reserve all rights not expressly granted to Licensee. Licensee owns the media on which this SDK was originally fixed, but NCI and its licensors retain ownership of all copies of the programs comprising this SDK (collectively the "Programs"). Licensee (the original licensee of this SDK) may: (a) use this SDK on a single computer by one user at a time. Use is limited to development of the Product or Products as defined in the Reseller Agreement which may only be performed at the site set forth herein or, if applicable, only at the location of Licensee's principal office as set forth in the Reseller Agreement. Furthermore, use is limited to development for a Product or Products which execute on a single target architecture, as set forth herein or, if applicable, the target architecture set forth in the Reseller Agreement. The number of authorized seats may be increased only upon approval of NCI and payment of additional license fees. (b) make one copy of Tornado for NCI TV Navigator or Tornado for NCI TV Navigator Component Program licensed by Licensee or portions thereof except for the directory "bin", sub directory "h", and the files entitled "makefile" in directories "config/all" and "config/(target)". Such copy shall be in tangible object code form only for physical incorporation into a Product or Products as defined in the Reseller Agreement that Licensee develops using this SDK, provided that such copy includes a reproduction of any notices appearing in or on the programs included in this SDK. Such copy shall be used for development processes only and be accessed only as part of the Target Application and not on a stand alone or independent basis. (c) make one copy of any licensed programs in tangible object code form for purposes of backup; provided that such copy includes a reproduction of any notices appearing in or on such program. LICENSE RESTRICTIONS. (a) Unauthorized copying of this SDK, the Programs or the written materials included in this package is expressly forbidden. Licensee may be held legally responsible for any copyright infringement which is caused or encouraged by Licensee's failure to abide by the terms of this agreement. (b) Licensee may not market, distribute, or transfer copies of this SDK or the Program to others or electronically transfer this SDK or the Programs from one computer to another over a network. (c) Licensee may not: (i) permit other individuals to use this SDK or the Programs; (ii) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), or create derivative works based on this SDK or the Programs; (iii) copy this SDK or the Programs (except as expressly provided herein); (iv) rent, lease, grant a security interest in, or otherwise transfer rights to this SDK or the Programs; or (v) remove any proprietary notices or labels in or on this SDK or the Programs. (d) Licensee understands that NCI and its licensors may update or revise this SDK and/or the Programs and in so doing incurs no obligation to furnish such updates to Licensee unless Licensee has purchased current support and maintenance services from 11 NCI as described in the section below titled Technical Support. (e) Use of this SDK and the Programs is subject to proper AND complete installation of the NCI TV Navigator System Components pursuant to the instructions and procedures provided to Licensee by NCI. (f) Upon transfer of this SDK, any Program or any copy thereof, the licensed granted hereunder shall terminate immediately. (g) Unless otherwise agreed by the parties in writing, any and all development by Licensee of device drivers must be performed at NCI's premises. To the extent European Economic Community ("EEC") law is applicable, the above restrictions on reverse engineering, decompiling, disassembling or reducing any machine-readable software or component to human-readable form is limited so that it prohibits such activity only to the maximum extent such activity may be prohibited without violating the EEC Directive on the legal protection of computer programs. HARDWARE LOANS. In the event that NCI has provided Licensee any hardware (including, without limitation, the NCI Reference Platform) for use with the SDK, Licensee shall return to NCI any such hardware immediately upon the earlier of (i) NCI's written request to Licensee or (ii) the date agreed upon by the parties in any separate written agreement for the return of such hardware. NCI shall retain all right, title and interest in and to such hardware at all times, including, without limitation, the period while such hardware is located at Licensee's facilities. DISCLAIMER OF WARRANTY. THIS SDK IS PROVIDED ON AN "AS IS" BASIS. NCI AND ITS LICENSORS EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS SDK AND ANY RESULTS CREATED USING THIS SDK IS BORNE BY LICENSEE. IN ADDITION, THE SECURITY MECHANISMS IMPLEMENTED BY THIS SDK AND RESULTS GENERATED THROUGH ITS USE HAVE INHERENT LIMITATIONS, AND LICENSEE MUST DETERMINE THAT THE SDK AND SUCH RESULTS SUFFICIENTLY MEET LICENSEE'S SECURITY REQUIREMENTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY AND LICENSEE MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION. TITLE. Title, ownership rights, and intellectual property rights in this SDK and the Programs shall remain in NCI and/or its licensors. This SDK is protected by the copyright laws and treaties. CONFIDENTIALITY. NCI and its licensors consider this SDK and the Programs to contain valuable trade secrets of NCI and its licensors, the unauthorized disclosure of which could cause irreparable harm to NCI and/or its licensors. Licensee agrees to use reasonable efforts not to disclose the Programs to any third parties and not to use the Programs other than for the purposes authorized by this Agreement. This confidentiality obligation shall continue after any termination of this Agreement. TERMINATION. This Agreement is effective until terminated. The Sections of this Agreement titled License Restrictions, Disclaimer of Warranty, Limitation of Liability, Title, Confidentiality and Miscellaneous shall survive any termination or expiration of this Agreement. This Agreement will terminate automatically upon Licensee's failure to comply with any of the limitations described herein or in the Reseller Agreement by and between NCI and Licensee. Licensee hereby acknowledges that unless and until Licensee enters into a Reseller Agreement, Licensee shall use the SDK solely for its internal evaluation purposes. On any termination or expiration of this Agreement, Licensee must, at NCI's option, return or destroy the SDK, any documentation provided by NCI and any copies thereof and shall return to NCI all hardware (including, without limitation, the NCI Reference Profile), if any, provided by NCI to Licensee for use with the SDK. EXPORT CONTROLS. 12 None of this SDK or any underlying information or technology may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By using this SDK, Licensee is agreeing to the foregoing and Licensee is representing and warranting that Licensee is not located in, under the control of, or a national or resident of any such country or on any such list. SUPPORT AND MAINTENANCE. Upon mutual agreement of the parties and subject to NCI's standard support and maintenance terms and conditions (including payment of NCI's then-current support and maintenance fees), NCI shall provide to Licensee support and maintenance for the SDK licensed hereunder. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL NCI OR ITS LICENSORS BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL NCI BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT NCI RECEIVED FROM LICENSEE FOR A LICENSE TO THIS SDK, EVEN IF NCI SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO LICENSEE. THE WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LICENSEE AND NCI. HIGH RISK ACTIVITIES. The SDK and results created using the SDK are 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 SDK and results created using the SDK could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). NCI and its licensors specifically disclaim any express or implied warranty of fitness for High Risk Activities. MISCELLANEOUS. This Agreement represents the complete agreement concerning this license and may amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY LICENSEE IS EXPRESSLY MADE CONDITIONAL ON LICENSEE'S ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN LICENSEE'S PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this Agreement will not be affected or impaired in any way. This Agreement shall be governed by California law without regard to the conflict of laws provisions thereof. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If any legal action or proceeding is brought for the enforcement of this Agreement, or because of any alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in such action or proceeding, in addition to any other relief to which such party may be entitled. U.S. GOVERNMENT RESTRICTED RIGHTS. If this SDK is acquired by or on behalf of a unit or agency of the United States Government, this provision applies. If the Programs are acquired by or on behalf of a unit or agency of the United States Government, this provision applies. The Programs: (a) were developed at private expense, are existing computer software and no part of them were developed with government funds, (b) are a trade secret of NCI or its licensors for all purposes of the Freedom of Information act, (c) are "restricted computer software" submitted with restricted rights in accordance with subparagraphs (a) through (d) of the 13 Commercial Computer Software-Restricted Rights clause at 52.227-19 and its successors, (d) in all respects are proprietary data belonging solely to NCI or its licensors, and (e)are unpublished and all rights are reserved under the copyright laws of the United States. For units of the Department of Defense (DoD), the programs are licensed only with "Restricted Rights" as that term is defined in the DoD supplement to the Federal Acquisition Regulation 252.227-7013 (c)(1)(ii), Rights in Technical Data and Computer Software and its successors, and use, duplication or disclosure is subject to restrictions as set forth in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at 252.227-7013 or to NCI's standard commercial license, as applicable. Contractor/manufacturer is Network Computer, Inc., 1000 Bridge Parkway, Redwood Shores, CA 94065. If the Programs are acquired under a GSA Schedule, the Government has agreed to refrain from changing or removing any insignia or lettering from the Programs or the documentation as provided or from producing copies of manuals or media (except for backup purposes). 14 EXHIBIT C PRICING "- Royalties: a) For Directed Browsing/Embedded Graphics Applications for eNavigator:
============================================================================= PRODUCT ROYALTY/UNIT ----------------------------------------------------------------------------- Tier I: NCI eNavigator v1.1 for Directed Browsing (excluding Tier II applications) NONE ----------------------------------------------------------------------------- Tier II: NCI eNavigator v1.1 for Directed Browsing Applications for Web Phones, Car Navigation Systems, and Personal Digital Assistants NONE ----------------------------------------------------------------------------- Embedded Graphics Applications SEE BELOW ============================================================================= NCI eNavigator v1.1 Source Code Access N/A =============================================================================
In the event Licensee elects to include available third party modules, Licensee agrees to pay optional third party royalties at a [***]* percent ([***]*%) discount off of NCI's list price applicable to such optional modules provided that such third party module is available from NCI in source code form. Personal Java will be treated as an optional third party module if available. Licensee shall make the following payments for distributing units of the Bundled Product as follows: (i) For any Bundled Product where the use of eNavigator is restricted solely to Embedded Graphics Usage, Licensee shall owe no additional Royalty hereunder. (ii) For any Bundled Product licensed for any Tier I Application or Tier II Application of Directed Browsing, Licensee shall owe no additional Royalty hereunder. b) For Web Browsing: Licensee shall pay a Royalty on each unit of the Bundled Product manufactured which includes eNavigator and which provides Web Browsing capabilities which shall be (i) at least [***]*% of Licensee's combined selling price for the Bundled Product, (ii) at least [***]*% of Licensee's selling price for eNavigator, and (iii) subject to the minimum per unit Royalties set forth below. Web Browsing Royalties shall be due at the end of the quarter of the applicable Licensee Payment Accrual Date. -------------- * Confidential Treatment Requested. Confidential portion has been filed with the Securities and Exchange Commission. 15
------------------------------------------------------------------------------------------ COMMITTED UNIT VOLUME MINIMUM ENAVIGATOR MINIMUM ENAVIGATOR PER PROJECT Royalties per unit Royalties per unit of of Bundled Product Bundled Product manufactured manufactured not utilizing a television utilizing a television display in any form, but do display in any form not present Enhanced TV ------------------------------------------------------------------------------------------ First 1000 $[***]* $[***]* ------------------------------------------------------------------------------------------ 1,001 - 2,499 $[***]* $[***]* ------------------------------------------------------------------------------------------ 2,500 - 4,999 $[***]* $[***]* ------------------------------------------------------------------------------------------ 5,000 - 9999 $[***]* $[***]* ------------------------------------------------------------------------------------------ 10,000 - 24,999 $[***]* $[***]* ------------------------------------------------------------------------------------------ 25,000 - 49,999 $[***]* $[***]* ------------------------------------------------------------------------------------------ 50,000 - 99,999 $[***]* $[***]* ------------------------------------------------------------------------------------------ 100,000 - 249,999 $[***]* $[***]* ------------------------------------------------------------------------------------------ 250,000 - 499,999 $[***]* $[***]* ------------------------------------------------------------------------------------------ 500,000 - 999,999 $[***]* $[***]* ------------------------------------------------------------------------------------------ 1,000,000+ $[***]* $[***]* ------------------------------------------------------------------------------------------
c) For TV and DTV Navigator (if and when available): Licensee will pay to NCI a royalty which is equal to [***]* percent ([***]*%) of NCI's then-current price list for TV Navigator or DTV Navigator (if and when available), as applicable, per each unit of the Customer Bundled Product manufactured incorporating the TV Navigator or the DTV Navigator (if and when available). TV Navigator and DTV Navigator Royalties shall be due at the end of the quarter of the applicable Licensee Payment Accrual Date." -------------- * Confidential Treatment Requested. Confidential portion has been filed with the Securities and Exchange Commission. 16 EXHIBIT D SOURCE HEADER FILES TVNavSDK\include\anim TVNavSDK\include\AppError.h TVNavSDK\include\appmod TVNavSDK\include\AppMsg.h TVNavSDK\include\arch TVNavSDK\include\assert.h TVNavSDK\include\aud TVNavSDK\include\AudMsg.h TVNavSDK\include\Base.h TVNavSDK\include\bootLib.h TVNavSDK\include\cAccntMan.h TVNavSDK\include\cacheLib.h TVNavSDK\include\CacheMan.h TVNavSDK\include\capabilities.h TVNavSDK\include\cAud.h TVNavSDK\include\cCacheMan.h TVNavSDK\include\cErrLog.h TVNavSDK\include\CharSet.h TVNavSDK\include\chat TVNavSDK\include\cHwfHandlers.h TVNavSDK\include\cI8042.h TVNavSDK\include\cIspConnect.h TVNavSDK\include\classLib.h TVNavSDK\include\cNotifier.h TVNavSDK\include\codeHeader.h TVNavSDK\include\cRemote.h TVNavSDK\include\ctype.h TVNavSDK\include\DataWrapper.h TVNavSDK\include\dbgLib.h TVNavSDK\include\Destroyable.h TVNavSDK\include\dir.txt TVNavSDK\include\dllLib.h TVNavSDK\include\errno.h TVNavSDK\include\errnoLib.h TVNavSDK\include\esf.h TVNavSDK\include\excLib.h TVNavSDK\include\fcntl.h TVNavSDK\include\Fetcher.h TVNavSDK\include\gfx TVNavSDK\include\html TVNavSDK\include\HtmlHandler.h TVNavSDK\include\iCacheMan.h TVNavSDK\include\int64.h TVNavSDK\include\intl TVNavSDK\include\intLib.h TVNavSDK\include\ioLib.h TVNavSDK\include\iosLib.h TVNavSDK\include\iv.h TVNavSDK\include\JisKbd.h TVNavSDK\include\kernel TVNavSDK\include\limits.h TVNavSDK\include\liveConn TVNavSDK\include\logLib.h TVNavSDK\include\lstLib.h TVNavSDK\include\Mail.h 17 TVNavSDK\include\MailNotHandler.h TVNavSDK\include\math.h TVNavSDK\include\media TVNavSDK\include\memLib.h TVNavSDK\include\mime TVNavSDK\include\MimeHandler.h TVNavSDK\include\MiscPlatformDep.h TVNavSDK\include\module.h TVNavSDK\include\navio.h TVNavSDK\include\navioBoot.h TVNavSDK\include\navioErr.h TVNavSDK\include\navioInit.h TVNavSDK\include\net TVNavSDK\include\net.h TVNavSDK\include\NviParamdef.h TVNavSDK\include\objLib.h TVNavSDK\include\PlatformInfo.h TVNavSDK\include\PlatformInfoBitmask.h TVNavSDK\include\portServices.h TVNavSDK\include\PrintDriver.h TVNavSDK\include\private TVNavSDK\include\qClass.h TVNavSDK\include\qLib.h TVNavSDK\include\reg TVNavSDK\include\regs.h TVNavSDK\include\rngLib.h TVNavSDK\include\Rtc.h TVNavSDK\include\scriptSym TVNavSDK\include\sec TVNavSDK\include\selectLib.h TVNavSDK\include\semLib.h TVNavSDK\include\sioLib.h TVNavSDK\include\SmartBoot.h TVNavSDK\include\stdarg.h TVNavSDK\include\stddef.h TVNavSDK\include\stdio.h TVNavSDK\include\stdlib.h TVNavSDK\include\string.h TVNavSDK\include\stringutil.h TVNavSDK\include\sys TVNavSDK\include\sysLib.h TVNavSDK\include\taskLib.h TVNavSDK\include\Text.h TVNavSDK\include\TextTypes.h TVNavSDK\include\tickLib.h TVNavSDK\include\time.h TVNavSDK\include\ttyLib.h TVNavSDK\include\tyLib.h TVNavSDK\include\types TVNavSDK\include\unistd.h TVNavSDK\include\USKbd.h TVNavSDK\include\util TVNavSDK\include\Vec.h TVNavSDK\include\vid TVNavSDK\include\Virtual.h TVNavSDK\include\vwModNum.h TVNavSDK\include\vxWorks.h TVNavSDK\include\wchar.h TVNavSDK\include\wdLib.h TVNavSDK\include\widget TVNavSDK\include\win 18 TVNavSDK\include\anim\AnimPlyr.h TVNavSDK\include\appmod\AppModule.h TVNavSDK\include\arch\i86 TVNavSDK\include\arch\mips TVNavSDK\include\arch\ppc TVNavSDK\include\arch\i86\archI86.h TVNavSDK\include\arch\i86\cacheI86Lib.h TVNavSDK\include\arch\i86\dbgI86Lib.h TVNavSDK\include\arch\i86\esfI86.h TVNavSDK\include\arch\i86\excI86Lib.h TVNavSDK\include\arch\i86\ivI86.h TVNavSDK\include\arch\i86\regsI86.h TVNavSDK\include\arch\mips\archMips.h TVNavSDK\include\arch\mips\r4000.h TVNavSDK\include\aud\Aud.h TVNavSDK\include\aud\cAud.h TVNavSDK\include\aud\Snd.h TVNavSDK\include\aud\UiSnd.h TVNavSDK\include\gfx\cColor.h TVNavSDK\include\gfx\Color.h TVNavSDK\include\gfx\FbColor.h TVNavSDK\include\gfx\FbMemRegion.h TVNavSDK\include\gfx\GfxCtx.h TVNavSDK\include\gfx\GfxPrims.h TVNavSDK\include\gfx\GfxTypes.h TVNavSDK\include\gfx\GfxUtil.h TVNavSDK\include\gfx\GifCond.h TVNavSDK\include\gfx\Image.h TVNavSDK\include\gfx\PdGfx.h TVNavSDK\include\gfx\PixMap.h TVNavSDK\include\gfx\png.h TVNavSDK\include\gfx\Rect.h TVNavSDK\include\gfx\RectList.h TVNavSDK\include\gfx\t9685i2c.h TVNavSDK\include\gfx\VBlankClock.h TVNavSDK\include\intl\Locale.h TVNavSDK\include\kernel\ansiTimeExt.h TVNavSDK\include\kernel\BSem.h TVNavSDK\include\kernel\cBsem.h TVNavSDK\include\kernel\cClock.h TVNavSDK\include\kernel\cCondVar.h TVNavSDK\include\kernel\cDirectory.h TVNavSDK\include\kernel\cEvent.h TVNavSDK\include\kernel\cFile.h TVNavSDK\include\kernel\cHwFault.h TVNavSDK\include\kernel\Clock.h TVNavSDK\include\kernel\ClockTypes.h TVNavSDK\include\kernel\cMemRegion.h TVNavSDK\include\kernel\cMsgQueue.h TVNavSDK\include\kernel\cMsgTypes.h TVNavSDK\include\kernel\cMutex.h TVNavSDK\include\kernel\CondVar.h TVNavSDK\include\kernel\cShareLock.h TVNavSDK\include\kernel\cSysMonitor.h TVNavSDK\include\kernel\cSystem.h TVNavSDK\include\kernel\cThread.h TVNavSDK\include\kernel\cTimer.h TVNavSDK\include\kernel\Directory.h TVNavSDK\include\kernel\Event.h TVNavSDK\include\kernel\File.h TVNavSDK\include\kernel\HwFault.h 19 TVNavSDK\include\kernel\iBsem.h TVNavSDK\include\kernel\iClock.h TVNavSDK\include\kernel\iCondVar.h TVNavSDK\include\kernel\iDirectory.h TVNavSDK\include\kernel\iEvent.h TVNavSDK\include\kernel\iFile.h TVNavSDK\include\kernel\iHwFault.h TVNavSDK\include\kernel\iMemRegion.h TVNavSDK\include\kernel\iMsgQueue.h TVNavSDK\include\kernel\iMutex.h TVNavSDK\include\kernel\iShareLock.h TVNavSDK\include\kernel\iSystem.h TVNavSDK\include\kernel\iThread.h TVNavSDK\include\kernel\iTimer.h TVNavSDK\include\kernel\MemRegion.h TVNavSDK\include\kernel\Msg.h TVNavSDK\include\kernel\MsgQueue.h TVNavSDK\include\kernel\Mutex.h TVNavSDK\include\kernel\ShareLock.h TVNavSDK\include\kernel\System.h TVNavSDK\include\kernel\Thread.h TVNavSDK\include\kernel\Timer.h TVNavSDK\include\kernel\TimerTypes.h TVNavSDK\include\liveConn\LiveConnEnabled.h TVNavSDK\include\liveConn\LiveConnLoadable.h TVNavSDK\include\media\Conductor.h TVNavSDK\include\media\iConductor.h TVNavSDK\include\mime\MimeRequest.h TVNavSDK\include\net\uio.h TVNavSDK\include\private\classLibP.h TVNavSDK\include\private\eventP.h TVNavSDK\include\private\funcBindP.h TVNavSDK\include\private\objLibP.h TVNavSDK\include\private\semLibP.h TVNavSDK\include\reg\cReg.h TVNavSDK\include\reg\cRegDef.h TVNavSDK\include\reg\cRegName.h TVNavSDK\include\reg\reg.h TVNavSDK\include\scriptSym\DataValue.h TVNavSDK\include\sys\fcntlcom.h TVNavSDK\include\sys\ioctl.h TVNavSDK\include\sys\times.h TVNavSDK\include\sys\types.h TVNavSDK\include\types\navANSI.h TVNavSDK\include\types\navArch.h TVNavSDK\include\types\navCpu.h TVNavSDK\include\types\navParams.h TVNavSDK\include\types\navTypes.h TVNavSDK\include\types\navTypesBase.h TVNavSDK\include\types\navTypesOld.h TVNavSDK\include\types\vxANSI.h TVNavSDK\include\types\vxArch.h TVNavSDK\include\types\vxCpu.h TVNavSDK\include\types\vxParams.h TVNavSDK\include\types\vxTypes.h TVNavSDK\include\types\vxTypesBase.h TVNavSDK\include\types\vxTypesOld.h TVNavSDK\include\util\navFlash.h TVNavSDK\include\util\navRom.h TVNavSDK\include\util\ScreenSaver.h TVNavSDK\include\vid\cVid.h 20 TVNavSDK\include\vid\Tv.h TVNavSDK\include\widget\Alert.h TVNavSDK\include\widget\Ascii.h TVNavSDK\include\widget\Border.h TVNavSDK\include\widget\CheckBox.h TVNavSDK\include\widget\Component.h TVNavSDK\include\widget\Container.h TVNavSDK\include\widget\Document.h TVNavSDK\include\widget\Focus.h TVNavSDK\include\widget\Frame.h TVNavSDK\include\widget\Grid.h TVNavSDK\include\widget\Highlight.h TVNavSDK\include\widget\History.h TVNavSDK\include\widget\iCheckBox.h TVNavSDK\include\widget\Indicator.h TVNavSDK\include\widget\iPushButton.h TVNavSDK\include\widget\KeyCodes.h TVNavSDK\include\widget\Layout.h TVNavSDK\include\widget\ListBox.h TVNavSDK\include\widget\Picture.h TVNavSDK\include\widget\player.h TVNavSDK\include\widget\ProgressBar.h TVNavSDK\include\widget\PushButton.h TVNavSDK\include\widget\RadioButton.h TVNavSDK\include\widget\SoftKbd.h TVNavSDK\include\widget\TextArea.h TVNavSDK\include\widget\TextEdit.h TVNavSDK\include\widget\TextField.h TVNavSDK\include\widget\TextLabel.h TVNavSDK\include\widget\TvPicture.h TVNavSDK\include\widget\Widget.h TVNavSDK\include\widget\WidgetErrorBase.h TVNavSDK\include\win\Point.h TVNavSDK\include\win\Win.h TVNavSDK\include\win\WinEvent.h TVNavSDK\include\win\WinInput.h TVNavSDK\include\win\WinManConn.h 21 AMENDMENT N0. 2 TO OEM LICENSE AGREEMENT BETWEEN NETWORK COMPUTER, INC. AND WIND RIVER SYSTEMS, INC. DATED DECEMBER 31, 1997 This Amendment No. 2 ("Amendment No. 2") to the OEM License Agreement dated December 31, 1997 between Network Computer, Inc. a Delaware corporation ("NCI") and Wind River Systems, Inc., a Delaware corporation ("Licensee"), as amended (the "OEM License Agreement"), is made and entered into this 8th day of February, 1999 (the "Amendment 2 Effective Date"). RECITALS A. Licensee has been granted a license to certain NCI technology under the terms and subject to the conditions set forth in the OEM License Agreement. B. The parties desire to amend the OEM License Agreement as set forth in this Amendment No. 2. C. All capitalized terms not defined herein shall have the meanings given them in the OEM License Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Section 2.1 of the OEM License Agreement, as amended, is hereby amended by adding the following subsection to the end of said Section: "2.1.6 OPTIONAL SOURCE CODE. NCI may from time to time, but is not obligated to, deliver to Licensee additional source code that is not a standard feature in the NCI Products ("Optional Source Code"). OPTIONAL SOURCE CODE SHALL BE PROVIDED "AS-IS" AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT, ARE HEREBY DISCLAIMED. Optional Source Code shall be subject to all the terms and restrictions that the NCI Source Code is subject to; except that the terms in sections 5.1, 9, and 10 and Attachments A and B that apply to NCI Source Code shall not be applicable to Optional Source Code. The Optional Source Code shall be provided to Licensee at no additional charge, unless otherwise agreed in writing by the parties." 2. This Amendment No. 2 shall be deemed to be incorporated into the OEM License Agreement and made a part thereof. All references to the OEM License Agreement in any other document shall be deemed to refer to the OEM License Agreement as modified by this Amendment No. 2. Except as modified by this Amendment No. 2, the OEM License Agreement shall remain in full force and effect and shall be enforceable in accordance with its terms. In the event that the terms of this Amendment No. 2 conflict with the terms of the OEM License Agreement, or its exhibits, as amended, the terms of this Amendment No. 2 shall be deemed to govern. 3. This Amendment No. 2 may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed as of the Amendment 2 Effective Date. "NCI" "Licensee" Network Computer, Inc. Wind River Systems, Inc. By: By: -------------------------- -------------------------- Print Name: Print Name: ------------------ ------------------ Title: Title: ----------------------- -----------------------