IMPORTANT-READ CAREFULLY: by downloading, copying or otherwise using this Netfig Inc. ("Netfig") software, which includes computer software (the "software") and may include "online" or electronic documentation (the "documentation") (together, the software and documentation shall be referred to as the "product"), you (on behalf of yourself or as an authorized representative on behalf of an entity) agree to all the terms of this agreement (the "agreement") regarding your use of the product. if you do not agree with all of the terms of this agreement, do not download, copy or otherwise use the product.

END USER LICENSE AGREEMENT

Scope of Agreement. This Agreement is between you and Netfig and governs your use of the Product. Certain software that Netfig licenses from third parties (the "Third-Party Software") is provided with the Software and is subject to various other terms and conditions imposed by the licensors of such Third-Party Software. As applicable, your use of the Third-Party Software is subject to and governed by their respective licenses and Section 1 ("Scope of Agreement"), Section 8 ("Disclaimer of Warranty") and Section 10 ("Limitation of Liability") of this Agreement. You may view the relevant terms for such Third-Party Software set forth in the THIRDPARTYLICENSEREADME.txt file. You may also view the notices that certain licensors of Third-Party Software require Netfig to provide you with at the end of this Agreement. You agree to comply with terms and conditions contained in all such Third-Party Software licenses.

License Grant. Subject to the terms and conditions of this Agreement, Netfig grants you a non-exclusive, non-transferable, limited license (without the right to sublicense), solely for the applicable term to (i) use the Software, in object code form only; (ii) to use all associated Documentation in connection with such authorized use of the Software; and (iii) make one (1) copy of the Software and Documentation for archival and backup purposes. This license is solely for a single user for use on a single computer.

Restrictions. Except as expressly permitted in this Agreement, you shall not, and shall not permit any third party to: (i) copy, reverse engineer, reverse assemble, or otherwise attempt to discover the source code of all or any portion of the Software; (ii) reproduce, modify, translate or create derivative works of all or any portion of the Product; (iii) assist any third party to gain access, license, sublicense, resell distribute, assign, transfer or use the Product; or (iv) remove or destroy any proprietary notices contained on or in the Product or any copies thereof.

Acceptance of Product. The Product shall be deemed accepted by you upon your download of the Software.

Payments. If there is a purchase price specified for the Product, you will pay Netfig prior to your download of the Software. All payments due are in U.S. dollars unless otherwise indicated above. If you purchase the Product, you will also pay all taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, stamp duties and any other similar taxes and duties, including penalties and interest, imposed by any federal, state, provincial or local government entity on the transactions contemplated by this Agreement, excluding taxes based upon Netfig's net income. When Netfig has the legal obligation to pay or collect such taxes, the appropriate amount shall be charged to and paid by you unless you provide Netfig with a valid tax exemption certificate authorized by the appropriate taxing authority. You shall provide to Netfig original or certified copies of all tax payments or other evidence of payment of taxes by you with respect to transactions or payments under the Agreement.

Support and Maintenance Services. If you desire to purchase support and maintenance services, please contact Netfig for availability. Netfig reserves the right to charge a separate fee for support and maintenance services and reserves the right to refuse to provide support and maintenance services.

Publicity. You agree that Netfig may identify you as a customer verbally and/or in written material if you purchase the Product.

Disclaimer of Warranty. YOU AGREE THAT Netfig AND ITS LICENSORS PROVIDE THE PRODUCT AND THIRD-PARTY SOFTWARE ON AN "AS IS" AND "WHERE-AS" BASIS. NEITHER Netfig NOR ITS LICENSORS MAKE ANY WARRANTIES WITH RESPECT TO THE PERFORMANCE OF THE PRODUCT OR THIRD-PARTY SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND Netfig AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES AND SO THE FOREGOING MAY NOT BE APPLICABLE TO YOU.

Intellectual Property Rights. All rights, title and interest in and to the Product and any improved, updated, modified or additional parts thereof, shall at all times remain the property of Netfig or Netfig's licensors. Nothing herein shall give or be deemed to give you any right, title or interest in or to the same except as expressly provided in this Agreement. Netfig reserves all rights not expressly granted herein.

Limitation of Liability. NEITHER Netfig NOR ITS LICENSORS SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR DAMAGES ARISING FROM LOSS OF USE, LOSS OF CONTENT OR DATA OR ANY ACTUAL OR ANTICIPATED DAMAGES, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE BASED, AND EVEN IF Netfig OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Netfig';S LIABILITY TO YOU FOR DAMAGES HEREUNDER EXCEED THE AMOUNTS PAID BY YOU TO Netfig FOR THE PRODUCT. ADDITIONALLY, IN NO EVENT SHALL Netfig';S LICENSORS BE LIABLE FOR ANY DIRECT DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMIT OF DAMAGES, SO SOME OF THE TERMS ABOVE MAY NOT BE APPLICABLE TO YOU.

Confidentiality. "Confidential Information" means (i) any technical and non technical information related to Netfig's business and current, future and proposed products and services of Netfig, including for example and without limitation, information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information, marketing plans and business plans; and (ii) any information that may be made known to you and which Netfig has received from others that Netfig is obligated to treat as confidential or proprietary, whether or not marked as confidential. You will not use, disseminate or in any way disclose any Confidential Information to any person, firm or business. You shall treat all Confidential Information with the same degree of care as you accord to your own confidential information, but not less reasonable care. You shall disclose Confidential Information only to your employees who have a need to know such information. You certify that each such employee will have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to you under this Agreement. You shall immediately give notice to Netfig of any unauthorized use or disclosure of the Confidential Information. You shall assist Netfig in remedying any such unauthorized use or disclosure of the Confidential Information. The foregoing obligations shall not apply to any Confidential Information that you can document (a) was in the public domain at or subsequent to the time such Confidential Information was communicated to you by Netfig through no fault of your own; (b) was rightfully in your possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to you by Netfig; or (c) was developed by your employees, contractors or agents independently of and without reference to any Confidential Information. A disclosure of any Confidential Information (x) in response to a valid order by a court or other governmental body or (y) as otherwise required by law shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that you shall provide prompt prior written notice thereof to Netfig to enable Netfig to seek a protective order or otherwise prevent such disclosure. All Confidential Information shall be the property of Netfig and no license or other rights to Confidential Information is granted or implied hereby. Within five (5) days after any request by Netfig, you shall destroy or deliver to Netfig, at Netfig';s option, all Confidential Information. You will provide Netfig, upon request, a written certification of your compliance with the obligations under this Section.

Feedback. Any reports or other materials, information, ideas, concepts, feedback and know-how provided by you to Netfig concerning the Products ("Feedback") will be the property of Netfig. You agree to assign and hereby assign all right, title and interest in the Feedback and the related intellectual property rights to Netfig and you agree to assist Netfig in perfecting and enforcing such rights.

Term and Termination. The term of this Agreement shall commence on your download of the Software and shall continue: (a) unless otherwise terminated below, if you have purchased the Product or (b) unless otherwise terminated below, for a term of three (3) months, if you have downloaded the Product for free and/or as part of a beta test phase, in which case, upon such expiration, you shall cease using the Product. This Agreement will terminate immediately without notice from Netfig if you fail to comply with any provision of this Agreement. You may terminate this Agreement at any time by returning to Netfig all copies of the Product. Except for Section 2 ("License Grant"), all Sections of this Agreement shall survive expiration or termination.

Government End Users. The Product under this Agreement is "commercial computer software" as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms and this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.11 (Technical Data) of the Federal Acquisition Regulations ("FAR") and its successors. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.

Export. You agree to comply with all applicable export laws and you will not export or re-export the Products in any form without the appropriate government licenses.

General Provisions. All notices permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, telegram, telex, telecopier, facsimile transmission, or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) calendar days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices to Netfig shall be sent to the following address: Netfig Inc., 186 Arguello Blvd., San Francisco CA. fax: 415 831 4619. Notices to you shall be sent to the address that you may specify in writing to Netfig. A party may change its notice address upon written notice to the other party. Any notice which is required or permitted to be given by one party to the other under this Agreement will be in the English language. This Agreement shall be governed by the laws of the State of California, U.S.A. without regard to conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. This Agreement is prepared and executed in the English language only, which language shall be controlling in all respects. Any translations of this Agreement into any other language are for reference only and shall have no legal or other effect. If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the remaining provisions of this Agreement shall not be affected thereby. The failure of Netfig to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties. This Agreement may not be assigned, sublicensed or otherwise transferred by you without Netfig's prior written consent except you may assign this Agreement without Netfig's consent to any entity that acquires all or substantially all of your business or assets, whether by merger, sale of assets, or otherwise, provided that such entity assumes and agrees in writing to be bound by all of your obligations under this Agreement. In the event any judicial proceeding, lawsuit or claim is brought by one party against the other party in connection with this Agreement, the prevailing party shall be entitled to recover its reasonable fees and costs, including but not limited to attorneys'; fees, expert witness fees, consultant fees, and related costs and expenses. Except as otherwise expressly provided in a prior or contemporaneous agreement, this Agreement constitutes the parties'; entire understanding regarding the Product, and supersedes any and all other prior or contemporaneous agreements (including but not limited to purchase orders, invoices and acknowledgements), whether written or oral.

NOTICES:

The source code for any contributions made by Netfig to Eclipse (3.1) Third Party Software is available at www.netfig.net.