Software License Agreement

Exhibit 10.21

SLA – Digital Core Design

Software License Agreement

Software License Agreement (“AGREEMENT”) between DCD, Digital Core Design, a Bytom corporation with a

place of business located at Worclawska 94, Byton 41-903, Poland (“IP SUPPLIER”), and PVI Solutions Inc., a

Petaluma, corporation whose business address is 201 1^st St Suite 111, Petaluma, CA 94952, USA (“LICENSEE”).

hereby grants to LICENSEE and LICENSEE accepts, subject to the terms of this AGREEMENT, non-exclusive,

non-transferable, royalty free, and nonassignable Unlimited Design License to use the current version of the

SOFTWARE described in the Schedule I attached hereto (“SOFTWARE”), in an unlimited number of designs.

Use of the SOFTWARE for any design outside the LICENSED SITE listed in the Schedule 2, attached hereto

(“LICENSED SITE”), is prohibited.

LICENSEE shall not sublicense, distribute, rent, lease, time share, or assign the SOFTWARE or documentation

without the prior written approval from IP SUPPLIER, LICENSEE has the right to integrate SOFTWARE with

LICENSEE’S own products inside ASIC, CPLD and FPGA (“CHIPS”), and distribute the CHIPS as a standalone

product or components of LICENSEE’s products.

SOFTWARE and documentation have to contain unchanged information about IP SUPPLIER rights.

unless sooner terminated pursuant to Section 11, shall continue indefinitely thereafter.

Inside the LICENSED SITE. LICENSEE may copy the SOFTWARE for backup purposes only. LICENSEE

agrees to reproduce and incorporate IP SUPPLIER’s trade secrets and copyright notice in all copies. LICENSEE

has no other rights to use the SOFTWARE.

SOFTWARE and associated documentation contain confidential and trade secret information of IP SUPPLIER,

LICENSEE agrees to treat as confidential and safeguard the SOFTWARE and all permitted copies thereof, and to

restrict access thereto to LICENSEE’s employees having a need for such access and who have been instructed as

to its confidential status and not disclose the SOFTWARE, or any properly marked information about its

operation, performance, design, or implementation to any other party without written authorization from IP

SUPPLIER. LICENSEE’s obligation with respect to, Section 3, 6, and 7 shall survive any termination of this

AGREEMENT.

clear of any claim, lien, or other encumbrance to the SOFTWARE and has the right to grant LICENSEE a

license for its use.

defects in materials and workmanship under normal use for ninety (90) days after receipt by LICENSEE. During

this 90 day period, LICENSEE may return a defective tape a diskette to IP SUPPLIER and it will be replaced

without charge.

independently developed, and IP SUPPLIER has the right to license and distribute the SOFTWARE to the

LICENSEE as provided herein. IP SUPPLIER also warrants and represents that the SOFTWARE does not

infringe the copyright, trade secret, or to the IP SUPPLIER’S knowledge, any patent rights of a third party. IP

SUPPLIER does not warrant that the functions contained in the SOFTWARE will meet LICENSEE’S

requirements or operate in the combination that may be selected by the LICENSEE, that the operation of the

SOFTWARE will be uninterrupted or error free. The agents, dealers, and employees of IP SUPPLIER are not

authorized to make any modifications to this warranty, or additional warranties binding on IP SUPPLIER about

or for this SOFTWARE.

operational features as listed in Schedule 1, to IP SUPPLIER’s current published specifications on the date of

delivery. LICENSEE must notify IP SUPPLIER in writing, within ninety (90) days of delivery of the

SOFTWARE to the LICENSEE, of its claim of a defect. If SOFTWARE is found defective, IP SUPPLIERS’s sole

obligation under this warranty is to remedy such defect in a manner consistent with IP SUPPLIER’s regular

business practices.

SLA – Digital Core Design

The above is a limited warranty and it is the only warranty made by IP SUPPLIER. IP SUPPLIER MAKES

AND LICENSEE RECEIVES NO OTHER WARRANTY EXPRESS OR IMPLIED AND THERE ARE

EXPRESSLY EXCLUDED ALL WARRANTIES OF NONINFRIGEMENT, MERCHANTABILITY OR

FITNESS FOR ANY PARTICULAR PURPOSE.

IP SUPPLIER’s liability for breach of this AGREEMENT shall be limited to the repair or replacement of the

SOFTWARE or refund any fees paid by LICENSEE to IP SUPPLIER in the preceding twelve (12) months for the

the SOFTWARE. IP SUPPLIER SHALL HAVE NO LIABILITY WITH RESPECT TO ITS

OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR

INCIDENTAL DAMAGES (INCLUDING LOSS OR DAMAGE SUFFERED BY LICENSEE AS A

RESULT OF ANY ACTION BROUGHT BY A THIRD PARTY) EVEN IF IT HAS BEEN ADVISED OF

THE POSSIBILITY OF SUCH DAMAGES. The stated express warranty is in lieu of all liabilities or

obligations of IP SUPPLIER for damages arising out of or in connection with the delivery, use, or performance of

the SOFTWARE.

LICENSEE agrees that IP SUPPLIER’s liability arising out of contract, negligence, strict liability in tort or

warranty shall not exceed any amounts paid by LICENSEE in the preceding twelve (12) months for the

SOFTWARE.

if LICENSEE fails to comply with any of the terms and conditions of the AGREEMENT. Upon termination,

LICENSEE shall discontinue use of the SOFTWARE and documentation and return all copies to IP SUPPLIER

at LICENSEE’S expense. Both parties shall also have the right to terminate this license in the event that the other

party (i) terminates or suspends its business or (ii) becomes insolvent or becomes subject to direct control by a

trustee, receiver or similar authority.

Without limiting any of the above provisions, in the event of termination as a result of the LICENSEE’s failure to

comply with any of its obligations under this license AGREEMENT, the LICENSEE shall continue to be

obligated for any payments due. Termination of the license shall be in addition to and not in lieu of any equitable

remedies available to IP SUPPLIER.

concerning the SOFTWARE. This AGREEMENT shall be governed by the Polish law.

(a) No action, regardless of form, arising out of this AGREEMENT may be brought by LICENSEE more than

two years after the cause of action has arisen.

(b) If any provision of this AGREEMENT is invalid under any applicable statute or rule of law, it is to that extent

to be deemed omitted.

(c) The LICENSEE may not assign or sub-license, without the prior written consent of IP SUPPLIER, its rights,

duties or obligations under this AGREEMENT to other person or entity, in whole or in part.

(d) IP SUPPLIER shall have the right to collect from LICENSEE its reasonable expenses incurred in enforcing

this AGREEMENT including attorney’s fees.

(e) The waiver or failure of IP SUPPLIER to exercise in any respect any right provided for herein shall not be

deemed a waiver of any further right hereunder.

(f) License fee is started in a Purchase Order issued by LICENSEE. Payment is done in advance following date

placed below along with LICENSEE signature.

(g) SOFTWARE is delivered via FTP site to LICENSEE within two (2) days after reception of payment. All

hard-copy SOFTWARE deliverables as listed in Schedule 1, are shipped within one week after reception of

payment.