LICENSE AND DISTRIBUTION AGREEMENT



This License and Distribution Agreement ("Agreement") is established between

Motorola, Inc., a Delaware corporation, by and through its Commercial,

Government and Industrial Solutions Sector, with offices at 1301 E. Algonquin

Road, Schaumburg, Illinois 60196 ("Motorola") and Lynx Real-Time Systems, Inc.,

a California corporation, with offices at 2239 Samaritan Drive, San Jose,

California 95214 ("Company").



                                   Recitals



     WHEREAS, Motorola is in the business of designing, developing,

manufacturing, selling and licensing communications system equipment and

licensing software for the operation of communications systems on a worldwide

basis; and



     WHEREAS, Company is in the business of manufacturing and distributing

certain software products; and



     WHEREAS, Motorola has been licensed under Company's shrink wrap Development

license to develop Company's software to create derivative products which will

be implemented into Motorola's products to create Motorola's radio systems site

controller;



     WHEREAS, Motorola desires to distribute, on a non-exclusive basis, certain

software, and Company desires to provide software to support Motorola's line of

communication products; and



                                   Agreement



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

contained herein and for other good and valuable consideration, the receipt and

sufficiency of which is hereby mutually acknowledged, the parties hereto agree

as follows:



1.   Definitions



     (a)   "Confidential Information" means confidential or proprietary data or

           information of either party which is disclosed in oral, written,

           graphic, machine recognizable, sample or any other form, by one party

           to the other party and which is clearly designated or marked as

           confidential or proprietary. In order for information disclosed

           orally to be considered Confidential Information, it must be

           identified as confidential at the time of disclosure and shall be

           confirmed in writing by the disclosing party within thirty (30) days

           after such disclosure.



     (b)   "Customer Product" means the radio systems site controller in which

           Motorola incorporates Software.



     (c)   "Customer(s)" means, individually or collectively, as applicable, all

           entities, their successors and assigns, in the chain of distribution,

           sale and use of Customer Products, including without limitation,

           Motorola affiliates, Motorola subsidiaries, Motorola joint ventures,

           third party licensees, resellers, agents, representatives,

           distributors, system operators and end-users.



     (d)   "Documentation" means all product technical, and user documentation

           and any succeeding changes thereto, including, without limitation,

           all specifications as set forth in Company's product manuals;

           installation, maintenance, operating and Customer manuals,

           instructions and diagnostics; system administrative materials;

           configuration guides provided by Company with its standard product.



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.



                                       1

<PAGE>



     (e)  "Exhibits" means the documents attached hereto and incorporated by

          this reference, as may be amended from time to time by agreement of

          the parties. Exhibits include, without limitation, the following:



                 Exhibit A --Software License Maintenance Fees





     (f)  "License Fees" means the net license fees for Software as set forth in

          Exhibit A.



     (g)  "Modification" means a revision, new function or minor change to the

          Products intended to correct errors or non-conformance with

          Documentation and provided as a change in the then-current release of

          the Customer Products.



     (h)  "Software Specifications" means the Documentation provided by Company

          which accompanies the Software and which provides a technical

          description of the Software's functionality.



     (i)  "Software" means the software (including firmware), in binary form

          only solely owned or solely controlled by Company as described on

          Exhibit A and all Modifications and future releases thereof. The

          parties may mutually agree in writing to amend Exhibit A from time to

          time.



     (j)  "Sale or Selling". All references in this Agreement to the "sale" or

          "selling" of products shall mean the granting of a license to use such

          Software or Software Copies. All references in this Agreement to the

          "purchase" of products shall mean the obtaining of a license to use

          such product.



2.   Invoicing and Payment

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC