PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE
INSTALLING OR USING THE SOFTWARE PROVIDED TO YOU ON COMPACT DISC, VIA
A WEB-SITE, OR ON ANOTHER MEDIUM OR THROUGH ANOTHER DELIVERY
MECHANISM. BY INSTALLING OR USING THIS SOFTWARE OR PAYING A
SUBSCRIPTION FEE, YOU INDICATE YOUR ACCEPTANCE OF SUCH TERMS AND
CONDITIONS, WHICH CONSTITUTE THE LICENSE AGREEMENT ("AGREEMENT")
BETWEEN YOU AND ALTERA CORPORATION ("ALTERA"). IN THE EVENT THAT YOU
DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD,
COPY, INSTALL OR USE THIS SOFTWARE; IF YOU HAVE RECEIVED A COPY ON
COMPACT DISC OR ANOTHER MEDIUM, PLEASE PROMPTLY RETURN THE SOFTWARE
UNUSED TO ALTERA.

IF YOU WISH TO PRINT OUT THIS PROGRAM LICENSE SUBSCRIPTION AGREEMENT,
YOU SHOULD HIGHLIGHT THIS TEXT, RIGHT-CLICK, SELECT "COPY" THEN
"PASTE" IT INTO A DOCUMENT IN YOUR WORD PROCESSING PROGRAM.

1.	Definitions:  Licensed Program means whichever features of
the software are enabled by the software protection mechanism
corresponding to the configuration you have licensed.  Software means
any of the software provided under this Agreement on compact disc,
via a web-site, or on another medium or through another delivery
mechanism, including any non-subscribed or unenabled features
thereof, and any associated user documentation; excepting the
portions identified in particular files which components are subject
to the applicable license agreement(s) set forth therein.

2.	License to the Licensed Program:  By this Agreement, ALTERA
grants to you a non-exclusive license to use the Licensed Program
(and any updates thereof for which you have paid a subscription fee)
on the terms and conditions outlined in this Agreement. Any features
for which you have not paid a subscription fee or any other unenabled
features of the Licensed Program (unless ALTERA provides a software
protection enabling key or code for such unenabled features) are
unlicensed and you agree not to use or access such features. Certain
licenses to the Licensed Program are time limited, to the extent
designated by ALTERA and as may be set forth in the feature line
license key that is issued, and will automatically time-out at the
end of the designated period.  The source code of the Software, and
the algorithms, concepts, techniques, methods and processes embodied
therein, constitute trade secrets and confidential and proprietary
information of ALTERA and its licensors, and LICENSEE shall not
access or use such trade secrets and information in any manner,
except to the extent expressly permitted herein.  ALTERA and its
licensors retain all title, copyright, patent and other proprietary
rights therein. LICENSEE agrees not to remove or obscure any
copyright, trademark or patents notices found in or on any user
documentation or the Software.

Pursuant to this Agreement, you may: 
(a) use the Licensed Program on a single computer (or, if you have 
purchased a floating node license, the number of concurrent users 
for which you have obtained licenses from ALTERA may use the Licensed 
Program on networked workstations); (b) use the Licensed Program for
the sole purpose of programming logic devices manufactured by ALTERA
and sold by ALTERA or its authorized distributors, although if you
have obtained the Licensed Program through Altera's University
Program or obtained a Student Version, you are only permitted to use
the Licensed Program for educational and academic purposes only and
expressly excluding any commercial purposes; (c) you may only use
simulation model output files generated by the "Simgen" feature of
the Licensed Software for simulation purposes and expressly not for
synthesis or any other purposes; (d) make one copy of the Licensed
Program in any computer-readable or printed form for back-up or
archival purposes or as otherwise permitted under this Agreement; and
(e) modify the Licensed Program and/or merge it into another program
solely in order to facilitate the management of software licensing
controls of the Licensed Program and third party software licensed
using Flex LM software, provided all intellectual property notices
including copyright and restricted rights notices appearing on the
Licensed Program are included on any such copy, modification, or
portion merged or combined with the other program. Any copy or
portion of the Licensed Program merged into another program will
continue to be subject to the terms and conditions of this Agreement.
Your end customers may use ALTERA programmable logic devices that
have been programmed with the Licensed Program.  Notwithstanding
anything herein to the contrary, your license to use the portion of
the Software incorporating the Aplus Design Technologies, Inc. PALACE
Tool is time limited and will automatically time-out at the end of
the designated period.	You may not use the Aplus Design
Technologies, Inc. PALACE Tool for any purpose in any manner after
the expiration of such period unless you obtain a renewal through
Altera or directly from Aplus Design Technologies, Inc.
The Licensed Program may be transferred to another party provided the
other party agrees to accept the terms and conditions of this
Agreement and you notify ALTERA in writing of the identity of the
transferee.  If you transfer the Licensed Program, you must at the
same time either transfer all copies, whether in printed or
computer-readable form, to the same party or destroy any copies not
transferred, including all portions of the Licensed Program contained
or merged into another program, and certify the same to ALTERA. If
you have purchased a floating node license as provided above, you may
also copy the Licensed Program onto another computer (or access it
through networked workstations) for use by another person or persons
within your company only; provided that all users agree to accept the
terms and conditions of this Agreement. 

YOU MAY NOT USE, COPY, MODIFY, DISTRIBUTE OR TRANSFER THE SOFTWARE OR
ANY COPY, OR MERGED OR COMBINED PORTION THEREOF, IN WHOLE OR IN PART,
EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. IF YOU TRANSFER
POSSESSION OF ANY COPY, OR MERGED OR COMBINED PORTION OF THE
SOFTWARE, TO ANOTHER PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOUR
LICENSE IS AUTOMATICALLY TERMINATED. YOU MAY NOT DECOMPILE,
DISASSEMBLE OR OTHERWISE ATTEMPT TO ACCESS THE SOURCE CODE OF THE
SOFTWARE; PROVIDED, HOWEVER, THAT IF YOU ARE LOCATED IN A MEMBER
NATION OF THE EUROPEAN COMMUNITY OR OTHER JURISDICTION THAT PERMITS
LIMITED REVERSE ENGINEERING, YOU MAY PERFORM LIMITED REVERSE
ENGINEERING, BUT ONLY AFTER GIVING NOTICE TO ALTERA AND ONLY TO THE
EXTENT PERMITTED BY THE EC SOFTWARE DIRECTIVE OR OTHER APPLICABLE
LAW.

3. Altera's Licensors:	The Software may contain or be derived from
portions of code and documentation provided by third parties
("Licensors") who may include, without limitation, Sun Microsystems,
The Regents of the University of California, Softel vdm, Aplus Design
Technologies, Inc., Verific Design Automation Inc. and Compass Design
Automation, Inc. under license to ALTERA. ALTERA has assumed
responsibility for the selection of such code and documentation and
its use in producing and licensing the Licensed Program. LICENSORS
DISCLAIM ALL WARRANTIES WITH RESPECT TO THE USE OF SUCH CODE OR
DOCUMENTATION IN THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE AND NONINFRINGEMENT.

4. Term:  The license is effective until terminated. You may
terminate it at any time by destroying the Software together with all
copies, modifications, and merged portions thereof in any form. It
will also terminate upon conditions set forth elsewhere in this
Agreement or if you fail to comply with any term or condition of this
Agreement. You agree upon such termination to destroy the Software
together with all copies, and merged or combined portions thereof in
any form and certify same to ALTERA.

5. Limited Warranty and Remedies:  For a period of ninety (90) days
from the date of your first receipt from ALTERA of  the software
protection code or key to enable the Licensed Program, ALTERA
warrants that (a) the Software will perform substantially in
accordance with ALTERA's current program documentation, , if used in
compliance with the terms of this Agreement, and (b) the compact
disc, if any, on which the Software is furnished will be free from
defects in materials and workmanship under normal use. This warranty
is limited to you and is not transferable.

During the 90-day warranty period, (1) ALTERA will replace any
Software or compact disc not meeting the foregoing warranty and which
is returned to ALTERA or an authorized ALTERA distributor
("Authorized Distributor") with adequate proof of purchase; or (2) if
ALTERA or the Authorized Distributor is unable to deliver a
replacement Software which performs substantially in accordance with
current program documentation or a compact disc which is free of
defects in materials or workmanship, you may terminate this Agreement
by returning the Software, and your money will be refunded. Any
replacement Software or compact disc will be warranted for the
remainder of the original warranty period or thirty (30) days,
whichever is longer.

THE FOREGOING WARRANTY DOES NOT EXTEND TO ANY COMPACT DISC THAT HAS
BEEN DAMAGED AS A RESULT OF ACCIDENT, MISUSE, ABUSE, OR AS A RESULT
OF SERVICE OR MODIFICATION BY ANYONE OTHER THAN ALTERA OR AN
AUTHORIZED DISTRIBUTOR.  EXCEPT AS EXPRESSLY SET FORTH ABOVE, NO
OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO
THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NONINFRINGEMENT, AND ALTERA EXPRESSLY DISCLAIMS ALL WARRANTIES NOT
STATED HEREIN. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND
PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU
AND NOT ALTERA OR AN AUTHORIZED DISTRIBUTOR SHALL ASSUME THE ENTIRE
COST OF NECESSARY SERVICING, REPAIR, OR CORRECTION. Some
jurisdictions do not allow the exclusion of implied warranties, so
the above exclusion may not apply to you in full, but shall be
interpreted to apply to the maximum extent permissible under
applicable law.

ALTERA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE
WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE
WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ALSO ASSUME RESPONSIBILITY
FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS
AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM THE
SOFTWARE.  YOUR SOLE REMEDIES AND ALTERA'S ENTIRE LIABILITY ARE AS
SET FORTH ABOVE.  IN NO EVENT WILL ALTERA BE LIABLE TO YOU OR ANY
OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, EXPENSES, RECALL COSTS, BUSINESS INTERRUPTION
DAMAGES, LOSS OF OR DAMAGE TO INFORMATION, LOST PROFITS, LOST
SAVINGS, OR OTHER DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO
USE THE SOFTWARE. Some jurisdictions do not allow the limitation or
exclusion of special, incidental or consequential damages, so the
above limitations or exclusions may not apply to you in full but
shall be interpreted to apply to the maximum extent permissible under
applicable law.

THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE
OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.  To the
extent that the Software is derived from third-party software, no
such third party warrants the Software, assumes any liability
regarding use of the Software or undertakes to furnish you any
support or information relating to the Software.

6. Representations:  ALTERA has the right to enter into this
Agreement. With the exception of any portion of the Software that is
licensed by ALTERA from its Licensors, the Software is proprietary to
ALTERA. ALTERA is not currently aware of any claim of infringement
with respect to the Software.

7. General:  Under no circumstances shall ALTERA be liable to any
party in an amount beyond the greater of ten dollars or the license
fee paid by you or your employer to ALTERA for the Licensed Program
covered by this Agreement.  You may not sublicense, assign, or
transfer the license, the Software, or disclose any trade secrets
embodied in the Software, except as expressly provided in this
Agreement. Any attempt otherwise to sublicense, assign, or transfer
any of the rights, duties, or obligations hereunder is void and shall
automatically terminate this license.  You agree not to knowingly,
directly or indirectly, without prior written consent, if required,
of the office of Export Administration of the US Department of
Commerce, Washington D.C. 20230, export or transmit any of the
Software, or any direct product thereof, to any country to which such
transmission is restricted by applicable regulations or statutes.
This Agreement is entered into for the benefit of ALTERA and its
Licensors and all rights granted to you and all obligations owed to
ALTERA shall be enforceable by ALTERA and its Licensors.  No
modification of this Agreement will be binding unless in writing and
signed by authorized representatives of each party.  If any of the
provisions of this Agreement are held to be in violation of
applicable law, void or unenforceable, then such provisions are
herewith waived or amended to the extent necessary for the Agreement
to be otherwise enforceable.  If you have any questions concerning
this Agreement, including software maintenance or warranty service,
you should contact Altera Corporation, 101 Innovation Drive, San
Jose, CA 95134.  

This Agreement will be governed by the laws of the State of
California, United States of America. You agree to submit to the
exclusive jurisdiction of the courts in the County of Santa Clara,
State of California for the resolution of any dispute or claim
arising out of or relating to this Agreement.  The prevailing party
in any legal action or arbitration arising out of this Agreement
shall be entitled to reimbursement for its expenses, including court
costs and reasonable attorneys' fees, in addition to any other rights
and remedies such party may have.

BY INSTALLING OR USING THE SOFTWARE OR BY PAYING A SUBSCRIPTION FEE,
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND
AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT
IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN
YOU AND ALTERA WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL
OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND ALTERA
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

8. U.S. Government Restricted Rights: If you are an agency or
instrumentality of the United States Government, the Software and
related documentation are "commercial computer software" and
"commercial computer software documentation", and pursuant to FAR
12.212 or DFARS 227.7202, and their successors, as applicable, use,
reproduction and disclosure of the Software and related documentation
are governed by the terms of this Agreement.  Contractor/manufacturer
is Altera Corporation, 101 Innovation Drive, San Jose, CA 95134 and
its Licensors. 

Altera Program Subscription License Agreement (c) 1988-2003 Altera
Corporation.  All rights reserved. Quartus and MAX+PLUS are
registered trademarks of Altera Corporation in the US and other
countries.  

