ORACLE AMERICA, INC.
BD-J TEST TOOLS LICENSE


ORACLE AMERICA, INC. ("ORACLE") IS WILLING TO LICENSE ITS BD-J TEST
TOOLS (AS DESCRIBED MORE FULLY BELOW) TO YOU ONLY FOR THE AUTHORIZ ED
PURPOSE DESCRIBED BELOW AND ONLY UPON THE CONDITION THAT YOU
("COMPANY") ACCEPT ALL OF THE TERMS CONTAINED IN THIS
AGREEMENT. PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT
CAREFULLY. BY DOWNLOADING THE BD-J TEST TOOLS, YOU ACCE PT THE TERMS
AND CONDITIONS OF THE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY
IT, DO NOT CLICK THE CHECKBOX.

The parties agree as follows:

1.DEFINITIONS.

Capitalized terms shall have the respective meanings ascrib ed threto
below, or if not defined herein, shall refer to the definition under
the BDA Bylaws.

1.1 "Authorized Purpose" shall mean to test and verify by Company, its
Associated Company or its subcontractor the compliance with any BDFormat Specifications of:

(a) Company's Blu-ray Disc Products; and/or

(b) any Blu-ray Disc Product for Company's internal purposes, without
disclosure of Confidential Information (as hereinafter defined) to
third parties othe r than those to which Company is permitted to
disclose Confidential Information hereunder; and/or

(c) any Blu-ray Disc Product within the scope of activities organized
by the BDA, with disclosure of the Confidential Information to the
manufacturer(s) of the Blu-ray Disc Product(s) that is/are the subject
of the test, or as otherwise permitted herein.

1.2 "Associated Company" shall mean any legal entity (i) owned or
controlled by a Party, (ii) owning or controlling a P arty or (iii)
owned or controlled by a legal entity owning or controlling a Party.
For the purpose of this definition, a legal entity shall be deemed to
own and/or control another legal entity if more than fifty percent
(50%), or the maxim um amount allowed by law if less than or equal to
fifty percent (50%), of the voting stock of the latter legal entity
(or if there is no such stock, more than fifty percent (50%), or the
maximum amount allowed by law if less than or equal to f ifty percent
(50%) of the ownership of or control in the latter legal entity) is
held, directly or indirectly, by the owning and/or controlling legal
entity.

1.3 "BDA" shall mean Blu-ray Disc Association. Further identification
a nd information on the BDA are available at
http://www.blu-raydisc.com/.

1.4 "BDA Bylaws" shall mean the Amended & Restated Bylaws of Blu-Ray
Disc Association, the latest version of which is available at
http://www.blu-raydisc.com/.

1.5 "BD Format Specifications" shall mean a complete specification (i)
which comprises specifications for the physical format, file systems
and audiovisual functionalities (Parts 1, 2 and 3), (ii) which is
available through a license pr ogram prepared by the BDA and (iii) with
which compliance of Blu-ray Disc Products is to be tested and verified
by BD Test Tools.

1.6 "BD Test Tools" shall mean those test discs and verifier software
officially designated by BDA as o fficial test tools to test the
compliance of Blu-ray Disc Products with BD Format Specifications and
which are made available by Oracle to Company pursuant to this
Agreement as further set forth in Exhibit A. BD Test Tools are listed
in ea ch Test Specification to which such BD Test Tools are applicable.

1.7 "Confidential Information" shall mean any information disclosed
pursuant to this Agreement that is either marked "confidential" or
"proprietary" when disclosed in writ ten form, or indicated as
"confidential" or "proprietary" when disclosed orally and confirmed in
writing within thirty (30) calendar days after such
disclosure. Notwithstanding the foregoing, Test Results generated from
the activities unde r either Authorized Purpose (ii) or (iii) as
described above shall always be deemed Confidential Information.

1.8 "Party" shall mean a party agreeing to and being bound by these
terms and conditions hereunder.

1.9 "Test Results" shall mean any test results generated by utilizing
BD Test Tools.

1.10 "Test Specifications" shall mean test specifications for
compliance with BD Format Specifications which are available through a
license program prepared by the BD A.

1.11 "Oracle Trademarks" means all names, marks, logos, designs, trade
dress and other brand designations used by Oracle.

2. LICENSE

Subject to and conditioned upon Company's compliance with the
conditions and restric tions set forth in this Agreement, Oracle grants
to Company (which for the purposes of this Agreement shall include (i)
any Associated Company of Company, and also (ii) any contractors of
Company provided that such contractors require access i n order to
perform their duties to Company and are bound to the obligations of
this Agreement by virtue of their contractor or services agreement
with Company) a personal, non-exclusive, non-transferable,
royalty-free and limited license t o use the BD Test Tools solely for
Authorized Purposes during the term of this Agreement.

3. RESTRICTIONS

3.1 Except as otherwise provided by law, Company is not authorized to
copy, modify, make derivative works of, disclose, dis tribute,
decompile binary portions of the BD Test Tools, or otherwise attempt
to derive source code from such portions, or transfer the BD Test
Tools.

3.2 Except as expressly provided in Section 2 (Licenses) of this
Agreement, no right, title, or interest in or to the BD Test Tools or
any Oracle Trademarks is granted to Company under this Agreement.

3.3 Portions of BD Test Tools may be provided with notices and open
source licenses from communities and third parti es that govern the use
of those portions, and any licenses granted hereunder do not alter any
rights and obligations Company may have under such open source
licenses, however, the disclaimer of warranty and limitation of
liability provisio ns in this Agreement will apply to all BD Test
Tools.

4. NO SUPPORT

In the event that Company experiences problems in its use of the BD
Test Tools, Oracle agrees to use its reasonable efforts to solve such
problems. In all ot her respects, nothing in this Agreement obligates
Oracle to support the BD Test Tools or to provide Company with any
updates thereto, unless otherwise agreed by an authorized
representative of Oracle in writing. If Oracle, at its sole option,< br/>makes such updates available to Company, the updates will be
considered part of the BD Test Tools and subject to the terms and
conditions of this Agreement.

5. TERM AND TERMINATION

5.1 This Agreement shall become effective on the date on which it is
executed by Company. Each Party may terminate this Agreement by
sending a 30 day prior written termination-notice to the other Party.

5.2 Notwithstanding the foregoing provision, in the event that the
other Pa rty fails to perform any obligation under this Agreement and
such failure is not remedied within 30 days after receipt of a notice
specifying the nature of such failure and requiring it to be remedied
each Party may terminate this Agreement at any time by means of a
written notice to the other Party. Such right of termination shall not
be exclusive of any other remedies or means of redress to which the
non-defaulting party may be lawfully entitled and all such remedies
shall be cumulative. Any such termination shall not affect any
obligations under this Agreement accrued prior to such termination.

5.3 In the event of termination or expiration, each receiving Party
shall immediately return or, at the discretion of disclosing Party,
destroy, with a written representation of such destruction by
receiving Party to disclosing Party, all Confidential Information
received from the disclosing Party and shall not retain any copies, or
extracts of any suc h material unless otherwise requested by the
disclosing Party.

5.4 Sections 1, 3, 4, 6-10 and this Section 5.4 shall survive the
termination or expiration of this Agreement.

6. CONFIDENTIAL INFORMATION

6.1 Subject to Sec tion 6.4 hereunder, the receiving Party shall:

(a) not use Confidential Information disclosed by the disclosing Party
for any purpose other than the Authorised Purpose; and

(b) not disclose any Confidential Information disclosed by t he
disclosing Party to any third party and shall protect such
Confidential Information against any unauthorised disclosure in the
same manner and with the same degree of care, but not less than a
reasonable degree of care, with which it pr otects confidential
information of its own; and

(c) not alter, decompile, disassemble, attempt to decipher or
otherwise reverse engineer any software or any part thereof, nor allow
others to do so.

6.2 By way of exception to the provisions of the preceding paragraph,
each Party may disclose Confidential Information to those of its
Associated Companies and its subcontractors who have a strict need to
know in connection with the Authorised Purpose; provided that eac h
such Associated Company and subcontractor shall similarly be bound by
and comply with the obligations concerning confidentiality as set out
in this Agreement. Any breach by any Associated Company or
subcontractor of either Party of such obligation pursuant to this
Agreement shall be deemed a breach of that Party.

6.3 The confidentiality obligations under this Agreement shall not
apply to that Confidential Information of which the receiving Party
can demonstrate, to the satisfaction of the disclosing Party that such
Confidential Information:

(a) was known and on record with the receiving Party prior to the
disclosure by the disclosing Party;

(b) is or becomes a part of the public domain with out violation of
this Agreement;

(c) is lawfully obtained by the receiving Party from a third party
without any breach of confidentiality or violation of law by such
third party; or

(d) is developed by the receiving Party ind ependent of any disclosure
by the disclosing Party under this Agreement,

save that the foregoing shall not prevent the receiving Party from
complying with an order of an competent court or administrative
authority in a judicial or adm inistrative action; provided that such
receiving Party shall use commercially reasonable efforts to maintain
the confidentiality of the Confidential Information (e.g. by asserting
in such action any applicable privileges), and shall, immediate ly
after gaining knowledge or receiving notice of such action, notify the
disclosing Party thereof and give such disclosing Party the
opportunity to seek any legal remedies so as to maintain the
confidentiality thereof.

6.4 Notwit hstanding the foregoing, Company may disclose Test Results
to the manufacturer(s) of the Blu-ray Disc Product(s) that is/are the
subject of the test, and after such disclosure to such manufacturer,
Company may disclose (i) Test Results to a Li cense Officer or
Enforcement Officer of the BDA or (ii) Amended Test Results (being
Test Results excluding any identity name of the manufacturer and any
model number of the Blu-ray Disc Product from which such Test Results
are derived) sim ultaneously to the Secretary of the BDA and to the BD
compliance and BD Test Tools related Task Forces or Committees in
which Company participates and which reasonably require such
information; provided, however, that Company shall designate s uch Test
Results as confidential.

7. REPRESENTATIONS; DISCLAIMER OF WARRANTY

7.1 Company hereby represents and warrants that it:

(a) is licensed under an Information Agreement, and/or a Format and
Logo License Agreement and/or Content Participant Agreement;

(b) is a General Member or a Contributor Member of the BDA; or

(c) is explicitly authorized by the BDA to obtain BD Test Tools.

7.2 The BD Test Tools and any other Confidential Information d isclosed
hereunder are provided on an "AS IS" basis, without any warranty
whatsoever, express or implied or otherwise, regarding its accuracy,
completeness, performance, fitness of such Test Tools or other
Confidential Information for a pa rticular purpose, non-infringement of
third party rights, or otherwise. The disclosing Party shall not be
liable for any direct, special, incidental, consequential or other
damages as may result from the use of Confidential Information by the
receiving Party.

8. LIMITATION OF LIABILITY.

8.1 Company acknowledges that the BD Test Tools may be
experimental. Company further acknowledges that the BD Test Tools may
have defects or deficiencies that cannot or will not b e corrected by
Oracle. Company agrees and acknowledges that neither Oracle nor its
licensors are under any obligation to release a subsequent version of
the BD Test Tools.

8.2 Neither Oracle nor any of its licensors will be liable for any
indirect, punitive, special, incidental or consequential damages in
connection with or arising out of this Agreement (including loss of
business, revenue, profits, goodwill, use, data, electronically
transmitted communications or othe r economic advantage), however they
arise, whether for breach of contract, breach of warranty or in tort,
including negligence, and even if that party has previously been
advised of the possibility of such damages AND WHETHER OR NOT SUCH
D AMAGES ARE FORESEEABLE. IN NO EVENT WILL ORACLE'S AGGREGATE
LIABILITY TO COMPANY FOR ALL CLAIMS UNDER THIS AGREEMENT, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT
PAID BY Company FOR THE BD Test Tools UNDE R THIS AGREEMENT.

8.3 Liability for damages will be limited and excluded as set forth
above even if any exclusive remedy provided in this Agreement fails of
its essential purpose.

9. U.S. GOVERNMENT RIGHTS.

If BD Test T ools is being acquired by or on behalf of the
U.S. Government or by a U.S. Government prime contractor or
subcontractor (at any time), then the Government's rights in BD Test
Tools and accompanying documentation will be only as set forth in th is
Agreement; this is in accordance with 48 CFR 227.7201 through
227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48
CFR 2.101 and 12.212 (for non-DO D acquisitions).

10. GENERAL

10.1 All disputes arising wi th respect to this Agreement will be
governed by California law and controlling U.S. federal law. The
venue for litigation will be the appropriate courts located in Santa
Clara County, California. The parties agree that the Federal DistrictCourt for the Northern District of California shall have exclusive
jurisdiction over any dispute involving exclusively federal causes of
action. That court and the California state courts in Santa Clara
County, California shall have exclus ive jurisdiction over all other
disputes. The parties hereby submit to the personal jurisdiction of
those courts. Choice of law rules of any jurisdiction and the United
Nations Convention on Contracts for the International Sale of Goods
wi ll not apply to the Agreement or any dispute arising out of or
related to this Agreement.

10.2 Company agrees that the BD Test Tools and technical data
delivered under this Agreement are subject to U.S. export laws
(including but not limited to ter than those to which Company is
permitted to disclose Confidential Information hereunder; and/orhe
Export Administration Regulations ("EAR": 15 C.F.R. Parts 730-774))
and applicable trade laws of other countries. Company agrees to
strictly comply with all such laws and assumes responsibility to
obtain licenses to export, re-export, or import as may be
required. Unless authorized by United States export laws, Company
agrees that (i) no BD Test Tools or technical d ata or direct product
therefrom is being or will be acquired for, shipment, transfer, or
re-export, directly or indirectly, to: a) any country subject to
U.S. Embargo or terrorist controls or b) a country and its nationals
in Country Group D:1 as listed in Part 740 Supplement 1 of the EAR;
(ii) Company nor any party to whom BD Test Tools and technical data
are transferred is not identified on any U.S. Government export
exclusion lists; and (iii) BD Test Tools and technical data will not
be used for nuclear, missile, chemical biological weaponry, or other
weapons of mass destruction. These obligations shall survive
expiration or termination of this Agreement.

10.3 Any express waiver or failure to exercise pr omptly any right
under this Agreement will not create a continuing waiver or any
expectation of non-enforcement. To be enforceable, a waiver must be in
writing and signed by an authorized representative of the waiving
party.

10.4 Company may not assign or otherwise transfer any of its rights or
obligations under this Agreement (whether by operation of law or
otherwise) without Oracle's prior written consent.

10.5 In the event that any part of this Agreement is fou nd to be
unenforceable, such part shall be enforced to the maximum extent
permissible to effect the intent of the parties, and the remainder of
this Agreement shall continue in full force and effect.

10.6 This Agreement, constitutes t he parties' entire agreement
relating to its subject matter. It cancels and supersedes all prior
and contemporaneous oral and written communications between the
Parties and prevails over any conflicting or additional terms
contained in any other prior communication between the parties
relating to its subject matter. No modification to this Agreement will
be binding, unless in writing and manually signed by an authorized
representative of each party.


EXHIBIT A

BD Test Tools



BD-ROM disc containing test harness, tests and relevant media and
other assets intended to verify licensee compliance with BD-ROM
specification Part 3. Relevant sources and documentation are also
provided.