LIMITED LICENSE AGREEMENT

(ATMEL USB FLASH MICROCONTROLLER SOFTWARE SUITE)

You ("Customer" or "You") must read this Limited License Agreement (this

"Agreement") carefully and thoroughly before downloading, installing,

and/or using any software or content ("Software") provided herewith. BY

DOWNLOADING, INSTALLING AND/OR USING ANY SOFTWARE OR CONTENT, YOU ARE

CONFIRMING YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT

AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN DO NOT DOWNLOAD,

INSTALL/COMPLETE INSTALLATION OF, OR USE THE SOFTWARE OR CONTENT.

1. Grant of License. Atmel grants Customer a non-exclusive,

nontransferable, nonsublicensable, limited license: (a) to internally

use the Software as a development platform solely in connection with an

Atmel microcontroller product ("Atmel Product"), (b) to modify the

source code version of the Software only as necessary to implement such

Software in Customer's software and/or hardware product that

incorporates or is bundled with an Atmel Product ("Integrated Product"),

and (c) to distribute the Software (in object code version only) solely

as part of the Integrated Product. Customer shall not use the Software

for any purpose other than as specifically authorized herein. Any and

all distribution of the Licensed Software by Customer or its

distributors permitted under this Agreement shall be pursuant to a

binding end user agreement no less protective of Atmel than this

Agreement. Except as specifically authorized herein, Customer shall take

all necessary steps to protect the Software against disclosure to third

parties.

2. Title. As between the parties, Atmel retains full rights, title, and

ownership including all patents, copyrights, trade secrets, trade names,

trademarks, and other intellectual property rights in and to the

Software. Customer agrees to take all reasonable steps to prevent

unauthorized disclosure of the Software.

3. No Other Rights. Except as expressly stated herein, this Agreement

does not grant Customer any rights to patents, copyrights, trade

secrets, trade names, trademarks (whether registered or unregistered),

or any other rights, franchises, or licenses in respect of the Software.

Atmel will not provide any support or maintenance for the Licensed

Software. Customer will be solely responsible for supporting its

customers, including resellers and end users. EXCEPT AS SPECIFICALLY

AUTHORIZED HEREIN, CUSTOMER MAY NOT MODIFY, TRANSLATE, DISASSEMBLE,

REVERSE ENGINEER OR DECOMPILE THE SOFTWARE OR ANY COPY, IN WHOLE OR IN

PART. ANY UNAUTHORIZED USE, DUPLICATION, TRANSMISSION, DISTRIBUTION, OR

DISCLOSURE OF THE SOFTWARE IS EXPRESSLY FORBIDDEN.

4. Warranty Disclaimer. ALL SOFTWARE IS PROVIDED "AS IS", "WITH ALL

FAULTS", AND WITH NO WARRANTY WHATSOEVER. ATMEL EXPRESSLY DISLAIMS ALL

WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION

ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR

NON-INFRINGEMENT.

5. Notice and Protection. Customer shall not remove or destroy any

trademark, copyright markings, legends or notices placed upon or

contained within the Software or any related documentation.

6. Export. Customer acknowledges that the certain laws and regulations

may restrict the export and re-export of the Software. Customer will not

export or re-export any Software (including the diskettes, related

documentation and/or any hardware peripherals) in any form without the

appropriate United States and foreign governmental approval.

7. Termination. The license will automatically terminate if Customer

fails to comply with any of the terms and conditions of the license.

Upon termination for any reason, Customer will immediately destroy or

return to Atmel the Software, including all documentation and all whole

or partial copies of the Software.

8. LIMITATION OF LIABILITY. IN NO EVENT SHALL ATMEL BE LIABLE TO

CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR

INCIDENTAL DAMAGES ARISING OUT OF THE USE OF THE SOFTWARE EVEN IF ATMEL

HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL

THE LIABILITY OF ATMEL RELATING TO THIS AGREEMENT EXCEED THE PRICE PAID

TO ATMEL HEREUNDER.

9. General. Customer will indemnify, defend and otherwise hold Atmel

harmless against any third party claims, losses, damages, liability or

expenses (including attorneys' and other professionals' fees) incurred

by Atmel arising out of or relating to the marketing, sale or

distribution of Integrated Product or Customer's use of the Licensed

Software. This Agreement and all transactions concluded hereunder shall

be governed by the laws of the State of California, as such laws are

applied to contracts entered into and performed entirely in California

by California residents. Any litigation relating to this Agreement shall

be subject to the exclusive jurisdiction of the state courts located in

Santa Clara County, California, or the federal courts located in the

Northern District of California. If any provision of this Agreement is

held to be invalid, illegal or unenforceable, that provision shall be

construed in such a manner that it becomes valid and enforceable and so

as to reflect most closely the intent of the parties in agreeing upon

the provision in the first place, and the remaining provisions of this

Agreement shall continue in full force and effect and shall not in any

way be affected or impaired by any such determination of invalidity,

illegality or unenforceability.

THIS AGREEMENT IS THE ENTIRE AND EXCLUSIVE AGREEMENT BETWEEN ATMEL AND

CUSTOMER AND SUPERSEDES ALL PRIOR ORAL AND WRITTEN AGREEMENTS AND

COMMUNICATIONS BETWEEN THE PARTIES PERTAINING TO THE SUBJECT MATTER OF

THIS AGREEMENT. NO DIFFERENT OR ADDITIONAL TERMS WILL BE ENFORCEABLE

AGAINST ATMEL UNLESS ATMEL GIVES ITS EXPRESS WRITTEN CONSENT, INCLUDING

AN EXPRESS WAIVER OF THE TERMS OF THIS AGREEMENT.

Atmel Corporation

2325 Orchard Parkway

San Jose, CA 95131

http://www.atmel.com