Cadence Design Systems, Inc.
555 River Oaks, Parkway
San Jose, CA 95134

TestBuilder Open Source License
Version 1.0
August 16, 2000

THE ACCOMPANYING SOFTWARE PROGRAM IS PROVIDED UNDER THE TERMS AND
CONDITIONS OF THIS LICENSE AGREEMENT ("AGREEMENT"). PLEASE REVIEW THIS
AGREEMENT CAREFULLY.  ANY USE, REPRODUCTION, MODIFICATION OR
DISTRIBUTION OF THE PROGRAM CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.
IF YOU ARE AGREEING TO THIS LICENSE ON BEHALF OF A COMPANY, YOU
REPRESENT THAT YOU ARE AUTHORIZED TO BIND THE COMPANY TO THIS
AGREEMENT.

Cadence Design Systems, Inc. ("Cadence") is licensing the
software program ("Program") provided hereunder under an open
source arrangement.  The licensee hereunder may use, copy and modify
the Program only pursuant to this Agreement.  The Program may be
distributed by you under the name "TestBuilder" only if the
Programs contains no modifications not made or approved by Cadence.
In the event you wish to distribute the Program which includes your
modifications, a different name must be utilized.


1.  DEFINITIONS 

1.1 "Contribution" means the submission of the Original Program by
Cadence and the submission of any modifications, improvements,
additions, corrections or other changes to the Program, including
source code, object code, application program interface definitions
and formats, and documentation, made by any Contributor where such
changes and/or additions to the Program originate from and are
distributed by that particular Contributor.  Each Contributor
acknowledges and agrees that no guarantee is provided that a
Contribution shall be included within the Program as distributed by
any Recipient

1.2 "Contributor" means Cadence and any other entity that distributes
the Program.

1.3 "Licensed Patents" mean patent claims licensable by any
Contributor which are necessarily infringed by the use or sale of its
Contribution alone or when combined with the Program.

1.4 "Original Program" means the original version of the software
accompanying this Agreement as released by Cadence, including source
code, object code, application program interface definitions and
formats, and documentation, if any.

1.5 "Program" means the Original Program and Contributions.

1.6 "Recipient" means anyone who receives the Program under this
Agreement, including all Contributors.

2.  GRANT OF RIGHTS 

2.1 Subject to the terms and conditions of this Agreement, each
Contributor hereby grants each Recipient a non-exclusive, worldwide,
royalty-free copyright license to reproduce, prepare derivative works
of, publicly display, publicly perform, distribute and sublicense the
Contribution of such Contributor, in source code and object code
format.
 
2.2 Subject to the terms and conditions of this Agreement, each
Contributor hereby grants each Recipient a non-exclusive, worldwide,
royalty-free patent license under Licensed Patents to make, use, sell,
offer to sell, import and otherwise transfer the Contribution of such
Contributor, if any, in source code and object code format along with
any documentation. This patent license shall apply to the combination
of the Contribution and the Program if, at the time the Contribution
is added by the Contributor, such addition of the Contribution causes
such combination to be covered by the Licensed Patents. The patent
license shall not apply to any other combinations which include the
Contribution.

2.3 Subject to the terms and conditions of this Agreement, Cadence
hereby grants each Recipient a non-exclusive, worldwide, royalty-free
trademark license, to use the Cadence trademark "TestBuilder",
in accordance with Cadence's marking policies, in connection with
the license grants hereunder, but solely related to the unmodified
Original Program or subsequent releases thereof released by Cadence.

2.4 Recipient understands that although each Contributor grants the
licenses to its Contributions set forth herein, no assurances are
provided by any Contributor that the Program does not infringe the
patent or other intellectual property rights of any other entity. Each
Contributor disclaims any liability to Recipient for claims brought by
any other entity based on infringement of intellectual property rights
or otherwise. 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.

2.5 Each Contributor represents that to its knowledge it has
sufficient copyright rights in its Contribution, if any, to grant the
copyright license set forth in this Agreement.  Except as expressly
stated in Sections 2.1, 2.2 and 2.3 above, Recipient receives no
rights or licenses to the intellectual property of any Contributor
under this Agreement, whether expressly, by implication, estoppel or
otherwise. All rights in the Program not expressly granted under this
Agreement are reserved.


3.  DISTRIBUTION REQUIREMENTS 

3.1 A Contributor may choose to distribute the Program in object code
form under its own license agreement, provided that: (a) it complies
with the terms and conditions of this Agreement; (b) it does not
charge for distribution of the Program, (c) the source code of the
Program is either distributed or made readily available, and (c) the
terms and conditions of its license agreement: (i) effectively
disclaims 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 excludes on behalf of all Contributors all
    liability for damages, including, but not limited to, direct,
    indirect, special, incidental and consequential damages;
            
    (iii) states that any provisions which differ from this Agreement
    are offered by that Contributor alone and not by any other party;
    and
    
    (iv) states that source code for the Program is available from
    such Contributor, and informs licensees how to obtain it in a
    reasonable manner on or through a medium customarily used for
    software exchange.

3.2 When the Program is made available in source code form it must be
made available under the terms and conditions of this Agreement.  A
copy of this Agreement must be included with each copy of such
Program.  A Contributor may not charge a fee for the distribution of
the source code of the Program.

3.3 Each Contributor must preserve all copyright and other notices
that appear in the Program.  In addition, each Contributor must
identify itself as the originator of its Contribution, if any, in a
manner that reasonably allows subsequent Recipients to identify the
originator of the Contribution.

3.4 While this license is intended to facilitate the commercial use of
the Program, the Contributor who includes the Program in a commercial
product offering should do so in a manner which does not create
potential liability for other Contributors. Therefore, if a
Contributor includes the Program in a commercial product offering,
such Contributor ("Commercial Contributor") hereby agrees to defend
and indemnify every other 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 Commercial Contributor in connection with its
distribution of the Program in a commercial product offering. The
obligations in this section do not apply to any claims or Losses
relating to any actual or alleged intellectual property
infringement. In order to qualify, an Indemnified Contributor must: a)
promptly notify the Commercial Contributor in writing of such claim,
and b) allow the Commercial Contributor to control, and cooperate with
the Commercial Contributor in, the defense and any related settlement
negotiations. The Indemnified Contributor may participate in any such
claim at its own expense.


4.  NO WARRANTY 

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAM IS
PROVIDED 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 using and
distributing the Program 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.

5.  DISCLAIMER OF LIABILITY 

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER RECIPIENT NOR
ANY CONTRIBUTORS SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, 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 OR THE EXERCISE OF ANY RIGHTS GRANTED
HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.  GENERAL 

6.1 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.

6.2 If Recipient institutes patent litigation against a Contributor
with respect to a patent applicable to software (including a
cross-claim or counterclaim in a lawsuit), then any patent licenses
granted by that Contributor to such Recipient under this Agreement
shall terminate as of the date such litigation is filed. If Recipient
institutes patent litigation against any entity (including a
cross-claim or counterclaim in a lawsuit) alleging that the Program
(excluding combinations of the Program with other software or
hardware) infringes such Recipient's patent(s), then such Recipient's
rights granted under Section 2.2 shall terminate as of the date such
litigation is filed.

6.3 If a Commercial Contributor distributes any Program under the name
"TestBuilder", which includes such Contributors modifications,
improvements, additions, corrections or other changes not approved by
Cadence, any licenses granted to such Commercial Contributor under
this Agreement shall terminate as of the date of such Program is
distributed.

6.4 All Recipient's rights under this Agreement shall terminate if it
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 all Recipient's
rights under this Agreement terminate, Recipient agrees to cease use
and distribution of the Program as soon as reasonably
practicable. However, Recipient's obligations under this Agreement and
any licenses granted by Recipient relating to the Program shall
continue and survive.

6.5 Cadence 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 (including
Contributions) 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 (including its Contributions) under the new
version. No one other than Cadence has the right to modify this
Agreement.

6.6 This Agreement is governed by the laws of the State of California
and the intellectual property laws of the United States of America. No
party to this Agreement will bring a legal action under this Agreement
more than one year after the cause of action arose. Each party waives
its rights to a jury trial in any resulting litigation.

END OF TERMS AND CONDITIONS
Cadence Open Source (TestBuilder) ver 1.0       August 16, 2000
