OEM SOFTWARE LICENSE AGREEMENT



     This OEM Software License Agreement (this "Agreement") is entered into as

of this 31st day, of December, 1997 (the "Effective Date") by and between

Numerical Technologies, Inc., a California corporation, having its principal

place of business at 333 West Maude Avenue, Suite 207, Sunnyvale, CA 94086

("NTI"), and Technical Instrument Company, a California corporation having its

principal place of business at 650 N. Mary Avenue, Sunnyvale, CA 94086 ("OEM").



     WHEREAS, NTI is in the business of developing and marketing computer

software for application in the production of semiconductors, including certain

software designed for use in mask defect analysis as defined below; and



     WHEREAS, OEM is in the business of developing and marketing optical

microscope based mask metrology and defect review systems and WHEREAS, OEM

desires to obtain from NTI and NTI is willing to grant to OEM, under the terms

and conditions set forth herein, the right to market such software directly to

end-users and to other mask defect review and mask metrology optical based

microscope vendors as part of a computer system for use in the Field (as defined

below).



     NOW, THEREFORE, in consideration of the mutual promises and covenants

contained herein, the parties hereto agree as follows:



1.   DEFINITIONS

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     1.1  "End-User" shall mean a customer to whom OEM or one of its

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Sublicensees permitted hereunder sublicenses a copy of an TVS System for

internal use by such customer in the regular course of such customer's business

and not for resale. In the case of OEM's distribution of the TVS System for its

own internal use, OEM shall be deemed to be an End-User.



     1.2  "Field" shall mean the field of off-line mask defect review, analysis,

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and metrology, solely to the extent that each of the foregoing is performed in

conjunction with mask images obtained from an optical microscope system that is

distinct from and not a part of any on-line mask inspection system. As used

above, an on-line mask inspection system includes without limitation any system

that is used for the detection and/or location of mask defects and/or anomalies

before any other system is used for the detection and/or location of mask

defects and/or anomalies. In addition, as used above, an on-line mask inspection

system includes without limitation any system that is used to automatically

detect and/or locate mask defects and/or anomalies.



     1.3  "Sublicensees" shall mean Other Vendors who contract with OEM to

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distribute the TVS System as permitted hereunder.



     1.4  "Other Vendors" shall mean Carl Zeiss, GmbH (Jena, Germany), Nikon

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