
                     GM CORE LICENSE AGREEMENT

Green Mountain Computing Systems, Inc.  the  licensor, grants you, the
licensee,  the right to   use  the enclosed  copy of  the accompanying
Design under the following terms and conditions.

DEFINITIONS.  "Design" means the accompanying  hardware design in both
Source  and Product form.   "Source Code"  means  the Design in Source
Form.  "Source Form" means a design description as HDL and/or computer
program  statements written in any  high-level, readable form suitable
for  modification  and development.    "Product Form"  means  a design
implementation in the form of an integrated circuit(s) or programmable
logic programming file(s).  "Composite Design" shall mean any hardware
design(s) that uses the Source Code either whole or in part.

LICENSE TO USE SOURCE CODE.  Licensor  grants to Licensee the right to
use one copy of the Source Code of the  enclosed design.  Licensee may
not  copy and/or distribute the  Source Code or  any written materials
that accompany the Source Code.   Licensee may not provide nor utilize
any electronic access to provide the Source Code to any other entity.

LICENSE    TO DISTRIBUTE COMPOSITE   DESIGN  IN PRODUCT FORM. Licensor
hereby     grants to  Licensee,  and     Licensee  hereby accepts,   a
non-exclusive, non-transferable worldwide  license  to  distribute the
Design in  Product Form. Licensee shall  have the right to include all
or any portion  of the Design in Product  form in any design developed
by Licensee  ("Composite  Design").    Licensee may   distribute  such
Composite Design in Product Form without royalty to Licensor.

COPYRIGHT. The Source Code and all copies and derivatives are owned by
Licensor.  Use   of  the  Source   Code is  subject to   United States
copyright laws  and international  treaty provisions.  Therefore,  you
must treat the Source Code like any other copyrighted material.

MODIFICATION. The Source Code may  be modified by Licensee without the
prior written permission  of Licensor.  Any  modifications made to the
Software will continue  to be subject to  the terms and  conditions of
this License.

THE SOURCE  CODE AND ACCOMPANYING WRITTEN  AND ANY  MAGNETIC MATERIALS
ARE  PROVIDED  "AS IS" WITHOUT WARRANTY  OF  ANY KIND.  GREEN MOUNTAIN
COMPUTING  SYSTEMS,  INC.   DOES NOT  ACCEPT  ANY  RESPONSIBILITY  FOR
RESULTS OBTAINED BY USING THIS SOURCE CODE AND DOES NOT GUARANTEE THAT
THE DESIGN  IS CORRECT.  YOU ARE  ENTIRELY RESPONSIBLE FOR THE RESULTS
AND PERFORMANCE OF THE ACCOMPANYING DESIGN.

ASSIGNMENT. This Agreement may not be assigned, nor the rights granted
here under sublicensed, by  Licensee without the prior written  consent
of Green Mountain Computing Systems, Inc. which may be withheld in its
sole and absolute discretion.

GOVERNING LAW.  This Agreement  shall be  governed by the  laws of the
State of Vermont and the U.S. Copyright laws.
