SOFTWARE LICENSING AGREEMENT

            SOURCE CODE LICENSE AND DERIVATIVE PRODUCT DISTRIBUTION

                              Agreement # S-1163

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     THIS Agreement (the "Agreement") is made and entered into in San Jose,

California, and is effective as of June 8, 1999 ("Effective Date") between Lynx

Real-Time Systems, Inc., a California corporation with principal offices at 2239

Samaritan Drive, San Jose, CA 95124 ("Lynx"), and Rockwell Collins, Inc., a

Delaware corporation, with offices at 400 Collins Road, NE, Cedar Rapids, IA

52498 ("Licensee").



     IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES AGREE

AS FOLLOWS:



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1.   DEFINITIONS

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     1.1  "Source Code" shall mean NFS Client and Server ("NFS"), and LynxOS

3.0.1 Development Operating System ("LynxOS"), which both include human-readable

code for version 3.0.1 and any later releases provided for Licensee by Lynx

under the Priority Software Support Agreement . LynxOS contains source code for

the PowerPC, and also includes test suites, electronic (FrameMaker) versions of

the LynxOS Documentation, and media.



     1.2  "Software Tools" shall mean Total View, TimeScan, and Insure++, in

object code only (not source code) and any later releases provided for Licensee

by Lynx under the Priority Software Support Agreement effective June 8, 1999.



     1.3  "ODE" means Open Development Environment, which includes LynxOS as

well as various other tools (but not including Software Tools). Certain tools

called utilities, which may be part of a public domain software collection, may

be included in the ODE as a convenience to Licensee at no charge. Such

utilities, if licensed by Licensee, shall be licensed under separate agreement.



     1.4  "LynxOS" means the binary code format of LynxOS 3.0.1 Development

Operating System (and any later releases provided for Licensee by Lynx under the

Priority Software Support Agreement effective June 8, 1999.



     1.5  "NFS" shall mean the binary code format of NFS Client and Server

version 3.0.1 and any later releases provided for Licensee by Lynx under the

Priority Software Support Agreement effective June 8, 1999.



     1.6  "Binary Distributables" means the binary code format (not the source

code format) of LynxOS and NFS, including any modifications made by Licensee.



     1.7  "Derivative Product" means a product developed and marketed by

Licensee which a) is based on the LynxOS, NFS or ODE; b) the Licensee adds

additional software which runs as part of LynxOS and NFS, and provides

additional or modified functionality; c) the end-user of the system cannot

directly access LynxOS or NFS and run general programs on LynxOS or NFS; d) the

system is marketed for a specialized application, provided by the modifications

added by Licensee, and not marketed or used as a general purpose computer or

workstation; and e) may or may not include functional applications layers.



     1.8  "Agreement" shall mean this SOFTWARE LICENSING AGREEMENT SOURCE CODE

LICENSE AND DERIVATIVE PRODUCT DISTRIBUTION, together with Exhibit A-SOURCE CODE

SOFTWARE LICENSE & DERIVATIVE PRODUCT DISTRIBUTION EXHIBIT, Exhibit B-PRODUCT

LIST & PRICING SCHEDULE, Exhibit C -END-USER SUBLICENSE RESTRICTIONS, Exhibit D-

LICENSED USERS and Exhibit E-PROPRIETARY NOTICE.



     1.9  "Sale or Selling. All references in this Agreement to the "sale" or

"selling" of products shall mean the granting of a license as defined in this

Agreement.





CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH

THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE

OMITTED PORTIONS.

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