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 AUTHORIZED PURPOSE DESCRIBED
BELOW AND ONLY UPON THE CONDITI ON 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 ACCEPT 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 ascribed 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 BD Format
Specifications of:

(a) Company's Blu-ray Di sc 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 other than
those to which Company is permitted to disclose Confiden tial 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 Party 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 maximum amount allowed by law if less than
or equal to fifty percen t (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 fifty percent (50%) of the
ownership of or control in the latte r 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 and
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
program prepared by the BDA and (iii) with which compliance of Blu-ray Disc< br/>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 official 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 each 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 written form, or indicated as "confidential" or "proprietary" when
disclosed or ally and confirmed in writing within thirty (30) calendar days after
such disclosure. Notwithstanding the foregoing, Test Results generated from the
activities under either Authorized Purpose (ii) or (iii) as described above
shall always be d eemed 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.

1.1 0 "Test Specifications" shall mean test specifications for compliance with BD
Format Specifications which are available through a license program prepared by
the BDA.

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
restrictions set forth in this Agreement, Oracle grants to Company (which for
the pur poses of this Agreement shall include (i) any Associated Company of
Company, and also (ii) any contractors of Company provided that such contractors
require access in 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 to use the BD Test Tools solely for Authorized
Purposes during the term of this Agr eement.

3. RESTRICTIONS

3.1 Except as otherwise provided by law, Company is not authorized to copy,
modify, make derivative works of, disclose, distribute, 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
gran ted 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 parties that govern the use of those
portions, and any licenses granted hereunder do not a lter any rights and
obligations Company may have under such open source licenses, however, the
disclaimer of warranty and limitation of liability provisions 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
other respects, nothing in this Agreement obligates Oracle to support the BD
Test Tools o r to provide Company with any updates thereto, unless otherwise
agreed by an authorized representative of Oracle in writing. If Oracle, at its
sole option, 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 Party
fails to perform any obligation under this Agreement and such failure is not
remedie d 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 sh all 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 ac crued 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 receivi ng Party to disclosing
Party, all Confidential Information received from the disclosing Party and shall
not retain any copies, or extracts of any such 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 Section 6.4 hereunder, the receiving Party shall:

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

(b) not disclose any Confidential Information disclosed by the disclosing Party
to any third party and shall protect such Confidential Information agains t 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 protects confidential
information of its own; and

(c) not alter, decompile, disassemble, a ttempt 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 each such Associated Company and subcontractor
shall similarly be bound by and comply with the obligatio ns 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 confident iality 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 re cord with the receiving Party prior to the disclosure by
the disclosing Party;

(b) is or becomes a part of the public domain without 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 independent of any disclosure by the
disclosing Party under this Agreement,

save that the foregoing shall n ot prevent the receiving Party from complying
with an order of an competent court or administrative authority in a judicial or
administrative 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, immediately 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 Notwithstanding the foregoing, Company may disclose Test Results to the
manufacturer(s) of the Blu-ray Disc Product(s) tha t is/are the subject of the
test, and after such disclosure to such manufacturer, Company may disclose (i)
Test Results to a License Officer or Enforcement Officer of the BDA or (ii)
Amended Test Results (being Test Results excluding any ident ity name of the
manufacturer and any model number of the Blu-ray Disc Product from which such
Test Results are derived) simultaneously 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 such Test Results as confidential.

7. REPRESENTATIONS; DISCLAIMER OF WARRANTY

7.1 Company hereby represent s 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 e xplicitly authorized by the BDA to obtain BD Test Tools.

7.2 The BD Test Tools and any other Confidential Information disclosed 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 particular purpose,
non-infringement of third party rights, or otherwise. The disclosing Party
shall not be liable for any d irect, 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 experim ental. Company
further acknowledges that the BD Test Tools may have defects or deficiencies
that cannot or will not be corrected by Oracle. Company agrees and acknowledges
that neither Oracle nor its licensors are under any obligation to rel ease 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 (i ncluding loss of business, revenue, profits,
goodwill, use, data, electronically transmitted communications or other 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 DAMAGES
ARE FORESEEABLE. IN NO EVENT WILL ORACLE'S AGGREGATE LIABILITY TO COMPANY FOR
ALL CLAIMS UNDER THIS AGREEMENT, WHETHER IN CO NTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY Company FOR THE BD Test
Tools UNDER THIS AGREEMENT.

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

9. U.S. GOVERNMENT RIGHTS.

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

10. GENERAL

10.1 All disputes arising with 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 District Court 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 exclusive 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 will 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 require d. Unless
authorized by United States export laws, Company agrees that (i) no BD Test
Tools or technical data or direct product therefrom is being or will be acquired
for, shipment, transfer, or re-export, directly or indirectly, to: a) any< br/>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
transferre d 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 s urvive expiration or termination of this Agreement.

10.3 Any express waiver or failure to exercise promptly any right under this
Agreement will not create a continuing waiver or any expectation of
non-enforcement. To be enforceable, a wa iver 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 found 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 the parties' entire agreement relating to its
subject matter. It cancels and supersedes all prior and contemporaneous oral
and written commu nications 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 wr iting 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 c ompliance with BD-ROM specification Part 3.
Relevant sources and documentation are also provided.