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SYSTEMC OPEN SOURCE LICENSE AGREEMENT
(SOFTWARE DOWNLOAD AND USE LICENSE AGREEMENT VERSION 2.4)

OPEN SYSTEMC INITIATIVE

The purpose of the following license agreement (the "Agreement") is to encourage 
interoperability and development of a C++ modeling language known as "SystemC"
for system simulation and design (the "Purpose").  The SystemC software licensed 
hereunder is licensed, without fee of any kind, for use pursuant to the terms
and conditions set forth in this Agreement.

LICENSE AGREEMENT

THE CONTRIBUTORS ARE WILLING TO LICENSE THE PROGRAM AND RELATED DOCUMENTATION TO 




YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE 
AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT, 
NO RIGHTS ARE GRANTED TO YOU HEREUNDER TO USE THE PROGRAM OR THE DOCUMENTATION.  




ANY USE, REPRODUCTION OR DISTRIBUTION OF THE PROGRAM OR THE DOCUMENTATION 
CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT.
1.      DEFINITIONS.
1.1             "Agreement" means this document.
1.2             "Contribution" means:  (a) the Program; and (b) all 
Modifications that Recipient deposits or contributes in accordance with Section 
3 in furtherance of the Purpose of this Agreement but does not include any 
software that has been previously so deposited or contributed.
1.3             ?Contribution Agreement? means any LRM and Copyright 
Contribution Agreement between OSCI and the signatory thereto.
1.4             Contribution Questionnaire? means the questionnaire attached 
hereto as Exhibit C.
1.5             "Contributor" means any Recipient that makes a Contribution 
pursuant to Section 3.  Any Recipient depositing, as part or all of a 
Contribution, code which has previously been so deposited by another Recipient 
is not the Contributor of such re-deposited code for the purposes of this 
Agreement.  A list of the Contributors is attached hereto as Exhibit A.
1.6             "Contributor's Necessary Patent Claim" means a claim in any 
patent now or hereafter owned or licensable by Contributor that is directly 
infringed solely by the portion of an executing computer program translated, 
compiled or interpreted from and corresponding directly and solely to the 
Contribution disclosed by Contributor hereunder and the SystemC Kernel Code, 
except that Contributor's Necessary Patent Claim shall not include any claim 
directed towards a data structure, method, algorithm, process, technique, 
circuit representation, or circuit implementation that is not completely and 
entirely described in the combination of such Contribution and the SystemC 
Kernel Code.
1.7             "Copyright/Trade Secret Rights" means worldwide statutory and 
common law rights associated solely with (i) works of authorship including 
copyrights, copyright applications, copyright registrations and "moral rights", 
and (ii) the protection of trade and industrial secrets and confidential 
information. Patents are not included in Copyright/Trade Secret Rights.
1.8             "Distribute" means making a Distribution.
1.9             "Distribution" means any distribution, sublicensing or other 
transfer of the Program (with or without Modifications) to any third party.
1.10         ?Documentation? means all user guides and user manuals for or 
related to the Program.
1.11         "Executable" means Program (with or without Modifications) compiled 
into object code form along with only those header files from such Program that
are strictly necessary to make use of the object code.
1.12         ?Marks? means, collectively, the registered and unregistered marks 
and logos that OSCI has licensed or otherwise authorized Recipient to use.  All 
marks and logos are listed on Exhibit D, which list may be amended from time to 
time by OSCI to add or delete any marks or logos.
1.13         "Modification" means:  (a) any software code which comprises any 
change(s) to the Program including additions and/or deletions; (b) any 
specifications for the Program; and (c) any reference implementation of the 
Program.
1.14         ?OSCI? means Open SystemC Initiative, a California nonprofit mutual 
benefit corporation.
1.15         "Program" means any version of the SystemC modeling language 
licensed by OSCI pursuant to this Agreement, all other Contributions, and any 
combination thereof.
1.16         "Recipient" means anyone who receives the Program under this 
Agreement, including all Contributors.
1.17         For legal entities, "Recipient" includes any entity that controls, 
is controlled by, or is under common control with Recipient.  For purposes of 
this definition, "control" means (a) the power, direct or indirect, to cause the 
direction or management of such entity, whether by contract or otherwise, or (b)
ownership of fifty percent (50%) or more of the outstanding shares or beneficial
ownership of such entity.
1.18         "Source Code" means human readable text in an electronic form 
suitable for modification that describe the functions and data structures, 
including C, C++, and other language modules, plus any associated interface 
definition files, scripts used to control compilation and installation of an 
Executable, or a list of source code differential comparisons against the 
Program.
1.19         "SystemC Kernel Code" means the set of compilable source and header 
files included in the Program that are necessary to build the target SystemC
library object module, but does not include operating system header files, 
operating system library elements, documentation, example code, sample code 
fragments, or other ancillary information.

2.      GRANT OF RIGHTS
2.1             Subject to the terms of this Agreement, each Contributor hereby 
grants Recipient a non-exclusive, worldwide, royalty-free license under 
Contributor's Copyright/Trade Secret Rights to do the following:
(a)               use, reproduce, prepare derivative works of, publicly display, 
publicly perform and Distribute in source code and object code form the 
Contribution of such Contributor and any such derivative works, subject to the 
terms and conditions of this Agreement including Section 4; and

(b) use the know-how, information and knowledge embedded in the Contribution, 
without any obligation to keep the foregoing confidential so long as Recipient 
does not otherwise violate this Agreement.
2.2             Subject to the terms of this Agreement, OSCI hereby grants 
Recipient a non-exclusive, worldwide, royalty-free license under OSCI's 
Copyright/Trade Secret Rights to use, reproduce, prepare derivative works of, 
publicly display, publicly perform and Distribute the Documentation and any such 
derivative works, subject to the terms and conditions of this Agreement 
including Section 4; and
2.3             Contributor grants to each Recipient, a world-wide, 
royalty-free, non-exclusive license under Contributor's Necessary Patent Claims 
to make, use, sell, offer for sale, or import the such Contributor's 
Contribution and the Program only to the minimum extent necessary to exercise 
the rights granted in Section 2.1(a).
2.4             Each Contributor represents that to its knowledge it has 
sufficient rights in its Contribution, if any, to grant the licenses set forth 
in Sections 2.1 and 2.2.  OSCI represents that to its knowledge it has 
sufficient rights in the Documentation to grant the licenses set forth in 
Section 2.3.
2.5             Except as expressly stated in Sections 2.1, 2.2 and 2.3, 
Recipient receives no rights or licenses to the intellectual property of any 
Contributor or OSCI under this Agreement, whether expressly, by implication, 
estoppel or otherwise.  All rights in the Program and Documentation not 
expressly granted under this Agreement are reserved.
2.6             Except as specifically set forth in any Contribution Agreement, 
Recipient shall retain its entire right, title, and interest in and to 
Contributions disclosed by Recipient hereunder, including all Copyrights/Trade 
Secret Rights and patent rights embodied therein, subject to the underlying 
rights embodied in the Program and further subject to those rights expressly 
granted in this Agreement.  Recipient shall not remove or alter any proprietary 
notices contained in the Contributions licensed to Recipient hereunder and shall 
reproduce and include such notices on any copies of the Contributions made by 
Recipient in any media.
2.7             License to Marks.
(a)               OSCI shall retain all right, title and interest in and to the 
Marks worldwide, subject to the limited license granted to Recipient in this 
Section 2.7.  OSCI hereby grants Recipient a non-exclusive, royalty-free, 
limited license to use the Marks solely in connection with its exercise of the 
rights granted pursuant to this Agreement and to indicate that the products 
being marketed by Recipient are compatible with, and meet the standards of, the 
SystemC modeling language.  All uses of the Marks shall be in accordance with 
OSCI?s trademark usage policy set forth in Exhibit D. 
(b)               Recipient shall assist OSCI to the extent reasonably necessary 
to protect and maintain the Marks worldwide, including, but not limited to, 
giving prompt notice to OSCI of any known or potential infringement of the 
Marks, and cooperating with OSCI in preparing and executing any documents 
necessary to register the Marks, or as may be required by the laws or rules of 
any country or jurisdiction.  In its sole discretion, OSCI may commence, 
prosecute or defend any action or claim concerning the Marks.  OSCI shall have 
the right to control any such litigation, and Recipient shall fully cooperate 
with OSCI in any such litigation.  OSCI shall reimburse Recipient for the 
reasonable costs associated with providing such assistance, except to the extent 
that such costs result from Recipient?s breach of this Section 2.7.  Recipient 
shall not commence any action regarding the Marks without OSCI?s prior written 
consent. 
(c)               All goodwill with respect to the Marks shall accrue for the 
sole benefit of OSCI.  Recipient shall maintain the quality of any products, 
associated packaging, collateral and marketing materials on which it uses any of 
the Marks in a manner consistent with all terms, conditions and requirements set 
forth in this Section 2.7 and at a level that meets or exceeds Recipient?s 
overall reputation for quality and that is at least commensurate with industry 
standards.
2.8             RECIPIENT UNDERSTANDS THAT ALTHOUGH EACH CONTRIBUTOR AND OSCI 
GRANTS THE LICENSES SET FORTH HEREIN, NO ASSURANCES ARE PROVIDED BY ANY 
CONTRIBUTOR OR OSCI THAT THE DOCUMENTATION OR CONTRIBUTION ALONE OR IN 
COMBINATION WITH THE PROGRAM DOES NOT INFRINGE THE PATENT OR OTHER INTELLECTUAL 
PROPERTY RIGHTS OF ANY OTHER ENTITY.  EACH CONTRIBUTOR AND OSCI DISCLAIM ANY 
LIABILITY TO RECIPIENT FOR CLAIMS BROUGHT BY ANY OTHER ENTITY BASED ON 
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.  In addition, as a 
condition to exercising the rights and licenses granted hereunder, each 
Recipient hereby assumes sole responsibility to secure any other intellectual 
property rights needed, if any.  For example, if a third party patent license is 
required to allow Recipient to Distribute the Program, it is Recipient's 
responsibility to acquire that license before Distributing the Program.
3.      DESCRIPTION AND DEPOSIT OF CONTRIBUTIONS
3.1             To the extent Recipient wishes to become a Contributor by making 
a Contribution, such Contributor shall:
(a)               (i) deposit such Contribution in Source Code form at 
http://www.systemc.org/ according to the Contribution instructions found at such 
site, or (ii) disclose such Contribution at a meeting of any working group of 
OSCI;
(b)               (i) describe such Contribution in reasonable detail on Exhibit 
B (including the additions or changes such Contributor made to create the 
Contribution and the date of any such changes or additions), (ii) completing a 
Contribution Questionnaire with respect to such Contribution, and (iii) 
delivering both documents to OSCI.  All Contributions made after the date hereof 
shall be effectuated by Contributor (x) amending Exhibit B and delivering such 
amended Exhibit B to OSCI, which amended exhibit shall automatically replace the 
existing Exhibit B, (y) competing a Contribution Questionnaire with respect to 
such Contribution, and (z) delivering both documents to OSCI;
(c)               cause such Contribution to contain a file documenting such 
Contributor's name and contact information, additions or changes such 
Contributor made to create the Contribution, and the date of any such changes or 
additions;
(d)               cause such Contribution to include in each file a prominent 
statement substantially similar to the following: "The following code or 
documentation is derived, directly or indirectly, from the SystemC source code.  
Copyright (c) 1996-{date here} by all Contributors.  All Rights reserved.  The 
contents of this file are subject to the restrictions and limitations set forth 
in the SystemC Open Source License Version 2.4 (the "License").  You may not use 
this file except in compliance with such restrictions and limitations.  You may 
obtain instructions on how to receive a copy of the License at 
http://www.systemc.org/.  Software distributed by Contributors under the License 
is distributed exclusively on an "AS IS" basis, WITHOUT WARRANTY OF ANY KIND, 
either express or implied.  See the License for the specific language governing 
rights and limitations under the License."; and
(e)               cause such Contribution to include a text file titled "LEGAL" 
which describes any intellectual property rights of which Contributor is aware 
that it or any third party may hold in the functionality or code of such 
Contribution.
3.2             OSCI or the administrators of the http://www.systemc.org/ web 
site shall have the right to authorize removal from such site any Contribution
at any time.
4.      REQUIREMENTS OF DISTRIBUTION
4.1             A Recipient may choose to Distribute the Program in object code
form under its own license agreement, provided that:
(a)               Recipient complies with the terms and conditions of this
Agreement; and
(b)               the terms and conditions of Recipient's license agreement with
its licensees:
i.                    effectively disclaim on behalf of all Contributors all
warranties and conditions, express and implied, including warranties or
conditions of title and non-infringement, and implied warranties or conditions
of merchantability and fitness for a particular purpose;
ii.                  effectively exclude on behalf of all Contributors all
liability for damages, including, but not limited to, direct, indirect, special,
incidental and consequential damages, such as lost profits;
iii.                state that any provisions which differ from this Agreement
are offered by that Recipient alone and not by any other party; and
iv.                 state that source code for the Program is available from
such Recipient, and inform licensees how to obtain it in a reasonable manner on
or through a medium customarily used for software exchange.
4.2             If a Recipient chooses to Distribute the Program in source code
form then:
(a)               the Program must be Distributed under this Agreement; and
(b)               a copy of this Agreement must be included with each copy of
the Program.
4.3             Each Recipient must include the following in a conspicuous
location in the Program so Distributed or transferred:

Copyright (c) 1996-{date here}, by all Contributors.  All rights reserved.
4.4             In addition, each Recipient that creates and Distributes or
otherwise transfers a Modification whether or not such Modification has been
deposited pursuant to Section 3 must identify the originator of such
Modification in a manner that reasonably allows third parties to identify the
originator of the Modification.
4.5            A Recipient may choose to Distribute the Documentation under its
own license agreement, provided that Recipient complies with the terms and
conditions of this Agreement.  Each Recipient must include the following in a
conspicuous location in the Document so Distributed or transferred:

Copyright (c) 1996-{date here}, by Open SystemC Initiative.  All rights
reserved.

In addition, each Recipient that creates and Distributes or otherwise transfers
a modification or derivative work of the Documentation, whether or not such
modification or derivative work has been deposited pursuant to a Contribution
Agreement must identify the originator of such modification or derivative work
in a manner that reasonably allows third parties to identify the originator of
the modification or derivative work.

5.      INDEMNIFICATION
A Recipient who Distributes the Program or Documentation (a "Distributor") may
accept certain responsibilities with respect to end users, business partners and
the like.  While this license is intended to facilitate the commercial use of
the Program, a Distributor shall Distribute the Program or Documentation in a
manner which does not create potential liability for Contributors.  Therefore
each Distributor hereby agrees to defend and indemnify every Contributor
("Indemnified Contributor") against any losses, damages and costs (collectively
"Losses") arising from claims, lawsuits and other legal actions brought by a
third party against the Indemnified Contributor to the extent caused by the acts
or omissions of such Distributor, including but not limited to the terms and
conditions under which Distributor offered the Program or Documentation, in
connection with its Distribution of the Program or Documentation.  The
obligations in this Section 5 do not apply to any claims or Losses relating to
any actual or alleged intellectual property infringement of the Program or
Documentation.  In order to qualify, an Indemnified Contributor must:  (a)
promptly notify the Distributor in writing of such claim, and (b) allow the
Distributor to control, and cooperate with the Distributor in, the defense and
any related settlement negotiations.  The Indemnified Contributor may
participate in the defense of any such claim at its own expense.

For example, a Recipient might include the Program in a commercial product
offering, Product X.  That Recipient is then a Distributor.  If that Distributor
then makes performance claims, or offers warranties, support, or indemnity or
any other license terms related to Product X, those performance claims, offers
and other terms are such Distributor's responsibility alone.  Under this Section
5, the Distributor would have to defend claims against the Contributors related
to those performance claims, offers, and other terms, and if a court requires
any Contributor to pay any damages as a result, the Distributor must pay those
damages.

6.      NO WARRANTY
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAM AND DOCUMENTATION
ARE PROVIDED EXCLUSIVELY ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS
OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.  EACH RECIPIENT IS SOLELY RESPONSIBLE FOR DETERMINING
THE APPROPRIATENESS OF ITS USE AND DISTRIBUTION OF THE PROGRAM AND DOCUMENTATION
AND ASSUMES ALL RISKS ASSOCIATED WITH ITS EXERCISE OF RIGHTS UNDER THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO THE RISKS AND COSTS OF PROGRAM ERRORS,
COMPLIANCE WITH APPLICABLE LAWS, DAMAGE TO OR LOSS OF DATA, PROGRAMS OR
EQUIPMENT, AND UNAVAILABILITY OR INTERRUPTION OF OPERATIONS.  THIS DISCLAIMER OR
WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.  NO USE OF THE
PROGRAM, DOCUMENTATION OR ANY MODIFICATIONS THERETO ARE AUTHORIZED HEREUNDER
EXCEPT UNDER THIS DISCLAIMER.

7.      DISCLAIMER OF LIABILITY
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NONE OF THE RECIPIENT, ANY
CONTRIBUTORS OR OSCI SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING
WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY,
WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR
OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE PROGRAM,
DOCUMENTATION OR THE EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.

8.                  U.S. GOVERNMENT USE
If Recipient is licensing the Program and Documentation on behalf of any unit or
agency of the United States Government, then the Program and the Documentation
is commercial computer software, and, pursuant to FAR 12.212 or DFARS 227.7202
and their successors, as applicable, shall be licensed to the Government under
the terms and conditions of this Agreement.

9.                  PATENT CLAIMS
If Recipient institutes patent litigation against any entity (including a
cross-claim, counterclaim or declaratory judgment claim in a lawsuit) alleging
that the Program itself (excluding combinations of the Program with other
software or hardware) infringes such Recipient's patent(s), then the rights
granted to Recipient by each Contributor under Section 2.2 shall terminate as of
the date such litigation is filed.

10.             TERMINATION
All Recipient's rights under this Agreement shall terminate if Recipient fails
to comply with any of the material terms or conditions of this Agreement and
does not cure such failure in a reasonable period of time after becoming aware
of such noncompliance.  If such occurs, Recipient shall cease use and
Distribution of the Program and Documentation based upon the rights granted to
Recipient under this Agreement as soon as reasonably practicable.  However,
Recipient's obligations under this Agreement and any licenses granted by
Recipient relating to the Program and Documentation shall survive such
termination.

11.             LICENSE VERSIONS
OSCI may publish new versions (including revisions) of this Agreement from time
to time.  Each new version of the Agreement will be given a distinguishing
version number.  The Program and Documentation may always be Distributed subject
to the version of the Agreement under which it was received.  In addition, after
a new version of the Agreement is published, Contributor may elect to Distribute
the Program and Documentation under the new version.  No one other than OSCI,
acting by a vote of at least 75% of the members of its Board of Directors, has
the right to modify this Agreement; provided that Exhibit B and Exhibit C may be
amended as specifically set forth in Section 3.1(b), and Exhibit D may be
amended as specifically set forth in Section 1.10.

12.             ELECTRONIC ACCEPTANCE
This Agreement may be executed either electronically or on paper.  By clicking
on the ?Accept? button, Recipient warrants that it agrees to all of the terms of
this Agreement, that Recipient is authorized to enter into this Agreement, and
that this Agreement is legally binding upon Recipient.  If Recipient does not
agree to be bound by this Agreement, then Recipient shall click the ?Decline?
button and Recipient shall not receive any rights from the Contributors nor
shall Recipient download any materials, including the Program and the
Documentation.

13.             GENERAL
This Agreement represents the complete agreement concerning the subject matter
hereof and supersedes all prior agreements or representations, oral or written,
regarding the subject matter hereof.  If any provision of this Agreement is
invalid or unenforceable under applicable law, it shall not affect the validity
or enforceability of the remainder of the terms of this Agreement, and without
further action by the parties hereto, such provision shall be reformed to the
minimum extent necessary to make such provision valid and enforceable. This
Agreement shall be executed in multiple counterparts, each of which shall be
deemed to be an original, but all of which shall be one and the same Agreement.
A facsimile or other copy of the Agreement shall have the same force and effect
as an originally executed copy thereof.

This Agreement is governed by the laws of California, without reference to
conflict of laws principles.  Each party waives its rights to a jury trial in
any resulting litigation. Any litigation relating to this Agreement shall be
subject to the jurisdiction of the Federal Courts of the Northern District of
California, with venue lying in Santa Clara County, California, or the Santa
Clara County Superior Court.  The application of the United Nations Convention
on Contracts for the International Sale of Goods is expressly excluded.  The
provisions of this Agreement shall be construed fairly in accordance with its
terms and no rules of construction for or against either party shall be applied
in the interpreting this Agreement.  Recipient shall not use the Program or
Documentation in violation of local and other applicable laws including, but not
limited to, the export control laws of the United States.