Subscription Services Agreement

PGI Subscription Services (the "Services") provided to End-User by
STMicroelectronics or its subsidiary The Portland Group (collectively,
"ST") are limited to the terms described in this Subscription Services
Agreement. ST shall have no duties to provide such support services
except as explicitly set forth herein and upon payment of the annual PGI
Subscription Services fees. By purchasing the Services, End-User
understands and agrees to the terms of this Agreement and that the
Services are provided by ST only for the period covered by the purchase,
usually for a period of one year (12 months) from the date of purchase,
and will automatically terminate at the end of such period. ST will
maintain only the most current version of the Product(s). ST shall
maintain prior versions of the Products for a period of six (6) months
from the release of each new version release. ST shall not be obliged to
provide the Services in the event of the following events:

1) Abuse, misuse, accident or neglect;
2) Use of the Products on target systems other than those for which the
   Products and subsequent components in the compilation process are
   intended to produce an executable image;
3) Where inadequate backups are supplied.

The PGI Subscription Services consist of the following:

- Technical Support - End-User will first contact the Reseller, if any,
from which the Product(s) were purchased.  If Reseller cannot resolve
the problem, ST will provide technical support ONLY by electronic mail
to End-User. The End-User, or Reseller on End-User's behalf, shall send
the support request via either electronic mail to trs@pgroup.com, fax to
+1-503-682-2637, or submit a support request form from www.pgroup.com.
The support request shall provide ST a description of the problem(s)
encountered and, where possible, will include a description of how to
repeat the condition that brought the problem.  ST will correct the
reported problem as such correction is available.
- Subscriber-only forums and other services available at www.pgroup.com
- Release upgrades for licensed Product(s) at no additional cost, except
for any administrative fee that may apply.
- Full license fee credits on Product upgrades, except for any
administrative fee that may apply. "Product upgrades" refer to
exchanging one Product license for a more expensive Product license, and
is not the same as a version or "Release" upgrade referenced above.
- Full license fee credits on user-count upgrades, except for any
administrative fee that may apply.

[End of Subscription Services Agreement]