2.4            Major Release.   The term “Major Release” shall mean Software version numbers that differ in the number to the left of the first decimal place and/or differ in the number immediately to the right of the first decimal place. For example, versions 6.0, 6.1, 6.2, and 7.1, and 7.2 are all considered Major Releases.

3.              Delivery of Source Materials.

3.1            RadView shall deliver to OPNET, within two (2) business days following RadView’s receipt of the Source Code License Fee identified in Section 7 below, one copy of the Source Materials, in electronic form. The deliverables under this Agreement shall include the complete “build environment”, including full test system and all existing test cases for API and UI testing, as well as the source code for any custom developed build or test tools. This environment shall be installed and working on equipment delivered to OPNET by RadView. Title to the build environment and equipment shall pass to OPNET immediately following OPNET’s notice to RadView that OPNET has obtained all third party licenses required for the build environment deliverable: (a) as a licensee and/or (b) as an authorized sublicensee under a third party license(s) issued to RadView. The build environment and equipment shall be delivered as directed by OPNET during the Knowledge Transfer Period.

3.2            RadView shall deliver to OPNET, within two (2) business days following RadView’s receipt of the fourth installment payment of the Initial Services Fee one copy in electronic form of all “in progress” work related to the Java applet testing technology described under Section 2.3(c).

4.              Source Code License Grant.

4.1            License to Create, and Distribute and Sublicense Derivative Products.   Subject to OPNET’s compliance with the terms and conditions of this Agreement, including the license terms and limitations set forth in this Section, and contingent upon OPNET’s payment to RadView in full of the Source Code License Fee, RadView hereby grants to OPNET a non-exclusive, non-royalty-bearing, perpetual (subject to the terms set forth in Section 13 below) license to:

a) modify the Software and merge or combine the Software or any part thereof into or with other computer programs to form a Derivative Product;

b) modify, prepare and enhance Derivative Products based on the Software and/or the Source Materials;

c) use internally for its own business purposes or on behalf of any third party any such Derivative Product; and

d) market, distribute (directly or through third parties), support and sublicense any such Derivative Product in object code form;

provided, however, that any Derivative Product created by OPNET shall not diminish or otherwise affect RadView’s pre-existing rights in the Software and the Source Materials and any and all intellectual property embodied thereby or embedded therein; and provided further, however, that OPNET shall market, distribute, use, sublicense and support the Software and the Derivative Products solely under OPNET’s brands and using product names which shall not be similar to or likely to be confused with the RadView names for the Software. To that end, OPNET shall re-brand the Software and/or Derivative Products, as applicable, including, without limitation, revising the splash screen, documentation and similar RadView-branded areas to reflect the OPNET branding; provided, however, that any Software and Derivative Products used, sublicensed, marketed, supported or distributed by OPNET shall retain the copyright and other proprietary legends of RadView’s object code and source code in the form as delivered under this Agreement unless such form is determined by OPNET to be unreasonable.

4.2            License to Copy.   Subject to OPNET’s compliance with the terms and conditions of this Agreement, including the license terms set forth in this Section, and contingent upon OPNET’s payment to RadView in full of the Source Materials License Fee, RadView hereby grants to OPNET a non-exclusive, non-royalty-bearing, perpetual (subject to the terms set forth in Section 12.1 below),  license to

a) copy the Source Materials to the extent  necessary to exercise the rights granted under this Agreement; and

b) copy the Derivative Products to the extent necessary to allow use and distribution of the Derivative Products pursuant to the rights granted under this Agreement;

provided, however, that each copy of the Source Materials and the Derivative Products, or any part thereof, shall reproduce the copyright and other proprietary legends as described in Section 4.1 above.

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4.3            Source Code License for Derivative Products.   (a) Commencing on the first anniversary of the Effective Date, and subject in each instance to RadView’s rights as the owner of full right and title to the Source Materials and the intellectual property embodied thereby or embedded therein, OPNET shall be entitled to grant a source code license with respect to all or any portion of one or more Derivative Products subject to the conditions described herein; (b) any source code license granted by OPNET under this Section 4.3 shall:  (i) require that the licensee include in all copies of the Derivative Product source code copyright and other proprietary legends of RadView included in the source code or Derivative Product source code licensed, (ii) require that the third party licensee’s use of the Derivative Product source code shall be according to the terms of a written license agreement issued by OPNET consistent with the terms of this Agreement and, that includes an acknowledgement by the licensee of the pre-existing proprietary and intellectual property rights of RadView in the Derivative Product source code, (iii) requires the licensee to protect the confidentiality of, and the proprietary rights of RadView in, the  Derivative Product source code using the same degree of care it uses to protect its own confidential information but in no case less than a reasonable degree of care, and (iv) shall irrevocably release RadView of any liability to the licensee or to any third party claim through such licensee.

4.4            Non-Competition Agreement.   (a) For a period of five (5) years after the Effective Date, and subject to the exceptions below OPNET shall not: (i) assign this Agreement, or (ii) directly market or license a source code license for any Derivative Product to any entity listed on Exhibit B. Exhibit B may be amended upon the mutual agreement of the parties. (b) For a period of two (2) years after the Effective Date, and subject to the exceptions below, OPNET shall not: (i) assign this Agreement or (ii) directly market or license a source code license for any Derivative Product to any entity listed on Exhibit C. (c) In the event that any court determines that the duration of Section 4.4(a) or 4.4(b) is unreasonable, and to such extent is unenforceable, OPNET and RadView agree this section shall remain in effect for the greatest time period that would not render it unenforceable but in no event beyond the duration specified herein. Either party however, shall have the right at any time to assign or transfer this Agreement or any interest herein (including rights and duties of performance), upon written notice to the other party, to any entity: (i) which acquires all or substantially all of such party’s operating assets, (ii) which acquires more than 50% of such party’s issued and outstanding shares, (iii) which is under common ownership or control with a party to this Agreement, or (iv) into which a party to this Agreement is merged or reorganized pursuant to any plan of merger or reorganization.

5.              Services to be Provided by RadView.

5.1            Transfer of Knowledge.   For a period of eight (8) consecutive weeks following the Effective Date (such eight week period, the “Knowledge Transfer Period”), and provided that OPNET pays timely and in full the Initial Services Fee identified in Section 7 below, RadView shall make available to OPNET the professional services of three (3) RadView employees, each of whom shall be knowledgeable in the source code for the Software, and qualified to provide Services  to OPNET with respect to the Source Materials (the “Knowledge Transfer Consultants”) and each of whom shall be dedicated to OPNET on a full time basis (assuming an eight (8) hour workday, during the Israeli or United States work week, as applicable based on the venue of the  Knowledge Transfer Consultants when performing the Services, and subject to the RadView paid holidays identified in Exhibit D hereto) during the Knowledge Transfer Period. Each such employee, and any other RadView employee who may perform professional services for OPNET in connection with this Agreement, shall be hereinafter referred to as a “Knowledge Transfer Consultant” or a “Training Consultant”. The Knowledge Transfer Consultants shall provide Services on a time and material basis and work under the direction of OPNET to provide one or more of the following services (collectively, the “Services”):  (i) knowledge transfer with respect to the Source Materials, (ii) creation of the “build environment”, including full test system and all existing test cases for API and UI testing (as well as the source code for any custom developed build or test tools), (iii)  support OPNET’s use of the Source Materials, and general technical support to OPNET in its use of the Source Materials, (iv) development tasks and work related to Derivative Product(s) as directed by OPNET, and (v) such other professional services permitted under this Agreement related to the Source Materials and/or the Derivative Product(s). During the Knowledge Transfer period, OPNET may, at its sole discretion elect to use portions of the Services described in this Section 5: (a) to extract additional portions of the Source Material revision control history, including but not limited to any file versions in between the Major Releases of the Software generally distributed by RadView, as well as any “check-in comments” and “change logs” associated with those file versions, limited to the 48 months prior to the Effective Date, and as late as the payment date

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specified under Section 7.2 for the fourth installment payment of the Initial Services Fee. RadView shall deliver this additional material to OPNET at such times designated by OPNET prior to the expiration of the Knowledge Transfer period and/ or (b) to conduct training related to the Source Materials for OPNET’s field personnel and support personnel. Any such training services shall be provided by an employee of RadView, other than a Knowledge Transfer Consultant, qualified to provide training services and whose place of employment for RadView is in the United States (the “Training Consultant”). Training services under this Agreement shall not exceed ten (10) staff days, whether used concurrently or not. The fee for each staff day of training services shall be at the rate stated in Section 7.3. The Knowledge Transfer Consultants and the Training Consultant shall be chosen by RadView, in its sole discretion provided that each Consultant has the qualifications defined above. RadView further reserves the right, at any time, to replace any individual  Knowledge Transfer Consultant or Training Consultant with a similarly qualified RadView employee provided that RadView shall take commercially reasonable measures to effect any such replacement in a manner calculated to cause minimal disruption to the provision of the Services. Upon RadView’s receipt of a good faith request by OPNET, RadView shall promptly replace any individual Knowledge Transfer Consultant or Training Consultant with a similarly qualified RadView employee in a manner calculated to cause minimal disruption to the provision of the Services.

5.2            No Warranty on Services.   RadView shall provide the Services under this Agreement on a time and materials basis. RadView makes no warranties or representations, express or implied, oral or written, with respect to the Services provided under this Agreement, whether to OPNET or to any other entity. RadView expressly disclaims any and all warranties with respect to such Services, including, without limitation, any implied warranties or those arising out of usage of trade.

5.3            Venue for Services and Consultant’s Bonus.   The Services to be performed by the Knowledge Transfer Consultants or the Training Consultant may, at the direction of OPNET, be performed on site at any of OPNET’s offices or from RadView’s offices; provided, however, that Israel based Knowledge Transfer Consultants shall not be required to work on site at an OPNET site in the United States for more than three (3) consecutive weeks in any four (4) week period; each Knowledge Transfer Consultant who works not less than forty hours each week for three (3) or more consecutive weeks on site at an OPNET site in the United States shall be paid a bonus calculated at the rate of ONE THOUSAND DOLLARS ($1,000 ($US)) for each consecutive week of work. For example, if a Knowledge Transfer Consultant works three (3) consecutive weeks at an OPNET site in the United States, the Knowledge Transfer Consultant is entitled to a $3,000 bonus; if the Knowledge Transfer Consultant works two consecutive weeks no bonus has been earned. The maximum bonus payable to any Israel based Knowledge Transfer Consultant under the terms of this section during any four consecutive week period shall be FOUR THOUSAND DOLLARS ($4,000 (US)). OPNET shall use its best effort to forecast travel requirements in advance and shall provide not less than five (5) days advance notice to a Consultant of any travel requirement and shall include the required arrival date at the site designated by OPNET. RadView hereby confirms that the passports of the Consultants are and shall remain current and valid during the Knowledge Transfer Period. RadView further waives any rights it may have to prevent the travel of a Consultant to an OPNET site in the United States.

5.4            Extension of Knowledge Transfer Period.   OPNET shall have the right, in its sole discretion, to elect a one-time extension to the Knowledge Transfer Period for any one or more of the three (3) Consultants, upon written notice to RadView; provided that any such extension shall not continue the Knowledge Transfer Period beyond March 30, 2006. The notice to RadView must be delivered at least seven (7) days prior to the expiration of the original Knowledge Transfer Period and shall specify the length of the extension elected by OPNET and the number of Consultant(s) to whom OPNET would like the extension to apply. The Additional Service fees applicable to any such extension are as set forth in Section 7 below.

5.5            Insurance During Knowledge Transfer Period.   During the Knowledge Transfer Period when Consultants are providing services on OPNET’s premises (including extensions by OPNET pursuant to the terms of Section 5.4), OPNET shall maintain comprehensive general liability insurance, including broad form property damage coverage, with limits of at least one million U.S. Dollars each for personal injury and property damage for each occurrence.

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6.              Proprietary Rights.

6.1            Derivative Products.   (a) As between RadView and OPNET and excluding the Source Materials, OPNET shall be the sole owner of all right, title and interest in and to, any Derivative Product developed by OPNET in accordance with this Agreement, and any other software prepared by OPNET in connection with the Source Materials and/or OPNET’s exercise of its rights under this Agreement. RadView shall not acquire any right, title, or interest in or to such Derivative Product(s); provided, however, that any Derivative Product or other materials created by OPNET shall not diminish, qualify or otherwise affect RadView’s pre-existing rights in the Software and Source Materials. (b) Nothing in this Agreement shall be construed as limiting the independent development of products and/or services by the parties hereto. Each party hereto acknowledges that the other may, as of the Effective Date or at any time thereafter, engage in or pursue the independent development of products and/or services which are the same as or similar to actual or planned activities and/or products and services of the other party hereto. Each party acknowledges and agrees that the other party’s independent development activities with respect to the Source Materials or similar products and/or services shall not in and of itself be determined to violate the terms of this Agreement. Nothing in this Section 6.1 shall be deemed to grant any ownership, distribution, license, sublicense or any other rights to use a party’s intellectual property except as expressly provided herein; this section does not waive either party’s statutory intellectual property rights for patents, copyrights, trademarks, trade secrets or other intellectual property.

6.2            Trademarks.   Nothing in this Agreement shall be construed as giving either party any right to use any trademark, service mark, trade name, logo, designation or other identifier of the other party at any time during or after the term of this Agreement. OPNET shall re-brand any Software or Derivative Products which it markets, makes available to third parties or which it uses internally pursuant to the provisions of Sections 4.1, 4.2, and 4.3 above.

6.3            Limited Transfer of Rights.   Except as expressly set forth in Section 3 above, the parties agree that nothing in this Agreement is intended or should