FREESCALE SEMICONDUCTOR SOFTWARE LICENSE AGREEMENT 

This is a legal agreement between you (either as an individual or as an 
authorized representative of your employer) and Freescale Semiconductor, 
Inc. ("Freescale"). It concerns your rights to use this file and any 
accompanying written materials (the "Software"). In consideration for 
Freescale allowing you to access the Software, you are agreeing to be 
bound by the terms of this Agreement. If you do not agree to all of the 
terms of this Agreement, do not download the Software. If you change 
your mind later, stop using the Software and delete all copies of the 
Software in your possession or control. Any copies of the Software that 
you have already distributed, where permitted, and do not destroy will 
continue to be governed by this Agreement. Your prior use will also 
continue to be governed by this Agreement. 

LICENSE GRANT. Exclusively in conjunction with Licensees development 
and sale of a product containing a ColdFire programmable processing unit 
(e.g., a microprocessor, microcontroller, or digital signal processor) 
supplied directly or indirectly from Freescale (Freescale System), 
Freescale grants to you, free of charge, the non-exclusive, 
non-transferable right (1) to use the Software, (2) to reproduce the 
Software, (3) to prepare derivative works of the Software, (4) to 
distribute the Software and derivative works thereof in object 
(machine-readable) form as part of a Freescale System, and (5) to 
sublicense to others the right to use the distributed Software as 
included within the Freescale System. You must prohibit your 
sublicensees from translating, reverse engineering, decompiling, or 
disassembling the Software except to the extent applicable law 
specifically prohibits such restriction. If you violate any of the terms 
or restrictions of this Agreement, Freescale may immediately terminate 
this Agreement, and require that you stop using and delete all copies of 
the Software in your possession or control. 

COPYRIGHT. The Software is licensed to you, not sold. Freescale owns the 
Software, and United States copyright laws and international treaty 
provisions protect the Software. Therefore, you must treat the Software 
like any other copyrighted material (e.g. a book or musical recording). 
You may not use or copy the Software for any other purpose than what is 
described in this Agreement. Except as expressly provided herein, 
Freescale does not grant to you any express or implied rights under any 
Freescale or third-party patents, copyrights, trademarks, or trade 
secrets. Additionally, you must reproduce and apply any copyright or 
other proprietary rights notices included on or embedded in the Software 
to any copies or derivative works made thereof, in whole or in part, if 
any. 

SUPPORT. Freescale is NOT obligated to provide any support, upgrades or 
new releases of the Software. If you wish, you may contact Freescale and 
report problems and provide suggestions regarding the Software. 
Freescale has no obligation whatsoever to respond in any way to such a 
problem report or suggestion. Freescale may make changes to the Software 
at any time, without any obligation to notify or provide updated 
versions of the Software to you. 

NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FREESCALE EXPRESSLY 
DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED AS 
IS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, 
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS 
FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ASSUME THE ENTIRE 
RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE, OR ANY 
SYSTEMS YOU DESIGN USING THE SOFTWARE (IF ANY). NOTHING IN THIS 
AGREEMENT MAY BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY FREESCALE 
THAT THE SOFTWARE OR ANY DERIVATIVE WORK DEVELOPED WITH OR INCORPORATING 
THE SOFTWARE WILL BE FREE FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY 
RIGHTS OF THIRD PARTIES. 

INDEMNITY. You agree to fully defend and indemnify Freescale from any 
and all claims, liabilities, and costs (including reasonable attorneys 
fees) related to (1) your use (including your sublicensees use, if 
permitted) of the Software or (2) your violation of the terms and 
conditions of this Agreement. 

LIMITATION OF LIABILITY. IN NO EVENT WILL FREESCALE OR ITS LICENSORS BE 
LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, 
SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT 
LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, 
COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES TO THE FULL 
EXTENT SUCH MAY BE DISCLAIMED BY LAW. 

COMPLIANCE WITH LAWS; EXPORT RESTRICTIONS. This software may be subject 
to the U.S. Export Regulations and/or the regulatory authority of the 
country in which the download takes place. By downloading this software 
you understand and agree to comply with all applicable export control 
regulations when further transferring or exporting the software either 
as downloaded or as integrated into other software or commodities. 

GOVERNMENT USE. Use of the Software and any corresponding documentation, 
if any, is provided with RESTRICTED RIGHTS. Use, duplication or 
disclosure by the Government is subject to restrictions as set forth in 
subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer 
Software clause at DFARS 252.227-7013 or subparagraphs (c)(l) and (2) of 
the Commercial Computer Software--Restricted Rights at 48 CFR 52.227-19, 
as applicable. Manufacturer is Freescale Semiconductor, Inc., 6501 
William Cannon Drive West, Austin, TX, 78735. 

HIGH RISK ACTIVITIES. You acknowledge that the Software is not fault 
tolerant and is not designed, manufactured or intended by Freescale for 
incorporation into products intended for use or resale in on-line 
control equipment in hazardous, dangerous to life or potentially 
life-threatening 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 products could lead directly 
to death, personal injury or severe physical or environmental damage 
(High Risk Activities). You specifically represent and warrant that 
you will not use the Software or any derivative work of the Software for 
High Risk Activities. 

CHOICE OF LAW; VENUE; LIMITATIONS. You agree that the statutes and laws 
of the United States and the State of Texas, USA, without regard to 
conflicts of laws principles, will apply to all matters relating to this 
Agreement or the Software, and you agree that any litigation will be 
subject to the exclusive jurisdiction of the state or federal courts in 
Texas, USA. You agree that regardless of any statute or law to the 
contrary, any claim or cause of action arising out of or related to this 
Agreement or the Software must be filed within one (1) year after such 
claim or cause of action arose or be forever barred. 

PRODUCT LABELING. You are not authorized to use any Freescale 
trademarks, brand names, or logos. 

ENTIRE AGREEMENT. This Agreement constitutes the entire agreement 
between you and Freescale regarding the subject matter of this 
Agreement, and supersedes all prior communications, negotiations, 
understandings, agreements or representations, either written or oral, 
if any. This Agreement may only be amended in written form, executed by 
you and Freescale. 

SEVERABILITY. If any provision of this Agreement is held for any reason 
to be invalid or unenforceable, then the remaining provisions of this 
Agreement will be unimpaired and, unless a modification or replacement 
of the invalid or unenforceable provision is further held to deprive you 
or Freescale of a material benefit, in which case the Agreement will 
immediately terminate, the invalid or unenforceable provision will be 
replaced with a provision that is valid and enforceable and that comes 
closest to the intention underlying the invalid or unenforceable 
provision. 

NO WAIVER. The waiver by Freescale of any breach of any provision of 
this Agreement will not operate or be construed as a waiver of any other 
or a subsequent breach of the same or a different provision. 

