LICENSE AGREEMENT.

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Exhibit 10.68

ROGUE WAVE(R) STINGRAY(R) LICENSE TERMS AND CONDITIONS (REV. 10-JUNE-2003)

THE FOLLOWING TERMS AND CONDITIONS CREATE A SOFTWARE LICENSE AGREEMENT ("LICENSE

AGREEMENT") BETWEEN ROGUE WAVE SOFTWARE, INC. (REFERRED TO AS "ROGUE WAVE") AND

THE INDIVIDUAL OR SINGLE ENTITY REFERRED TO HEREIN AS "YOU" OR "LICENSEE" FOR

THE "LICENSED SOFTWARE" (AS DEFINED BELOW). PLEASE READ THESE LICENSE TERMS AND

CONDITIONS CAREFULLY BEFORE INSTALLING OR USING THE LICENSED SOFTWARE. ROGUE

WAVE IS WILLING TO GRANT LICENSEE THE FOLLOWING LICENSE TO USE THE LICENSED

SOFTWARE ACCORDING TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT ONLY ON

THE CONDITION THAT LICENSEE ACCEPTS ALL TERMS AND CONDITIONS IN THIS LICENSE

AGREEMENT.

IF THE LICENSED SOFTWARE IS AN UPDATED OR NEW VERSION OF ANY SOFTWARE FOR WHICH

YOU HAVE PREVIOUSLY EXECUTED A WRITTEN SOFTWARE LICENSE AGREEMENT WITH ROGUE

WAVE ("ORIGINAL SOFTWARE LICENSE AGREEMENT"), THE TERMS AND CONDITIONS OF SUCH

ORIGINAL SOFTWARE LICENSE AGREEMENT SHALL APPLY AND SUPERCEDE THE TERMS OF THIS

LICENSE AGREEMENT. IN ALL OTHER CASES THE TERMS OF THIS LICENSE AGREEMENT SHALL

APPLY AND THESE LICENSE TERMS AND CONDITIONS WILL CONSTITUTE THE ENTIRE

AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDES ANY AND ALL

PREVIOUS COMMUNICATIONS, REPRESENTATIONS OR AGREEMENTS, WHETHER WRITTEN OR ORAL,

WITH RESPECT TO THE SUBJECT MATTER HEREOF. ANY TERM OR CONDITION IN ANY PURCHASE

ORDER OR OTHER DOCUMENT FURNISHED BY LICENSEE THAT IS IN ADDITION TO OR

INCONSISTENT WITH THIS LICENSE AGREEMENT IS HEREBY EXPRESSLY REJECTED. THE

LICENSED SOFTWARE IS LICENSED AND NOT SOLD.

BY CLICKING ON THE "ACCEPT" BUTTON BELOW, OR BY INSTALLING OR USING THE LICENSED

SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND

IT, AND AGREE TO BE BOUND BY IT. IF You DO NOT AGREE TO ANY OF THE TERMS AND

CONDITIONS BELOW, ROGUE WAVE IS UNWILLING TO LICENSE THE LICENSED SOFTWARE TO

YOU, AND YOU SHOULD CLICK ON THE "DO NOT ACCEPT" BUTTON BELOW TO DISCONTINUE THE

INSTALLATION PROCESS. IN SUCH CASE, YOU MAY, WITHIN TEN (10) DAYS AFTER YOUR

RECEIPT OF THE LICENSE SOFTWARE, RETURN IT, ALONG WITH ITS ORIGINAL PACKAGING

AND PROOF OF PURCHASE, AND YOU WILL RECEIVE A REFUND OF THE PURCHASE PRICE.

1. DEFINITIONS.

1.1 "APPLICATION" means a software application that makes use of or incorporates

the RW Libraries in its implementation without exposing any part of the Licensed

Software application programming interface either directly or indirectly.

1.2 "LICENSED DEVELOPER" means an individual software developer, employed by or

under contract to Licensee, whom Licensee has designated as a "Licensed

Developer," and for whom Licensee has paid the applicable per product or per

module license fees required to authorize such person to use such products or

modules to develop Applications on Licensee's behalf.

1.3 "LICENSED SOFTWARE" means the Rogue Wave software components, in source code

or binary form, for which Licensee has paid the applicable per product or per

module license fees, together with the user guides, build guides, reference

manuals and other documentation accompanying such software components or

otherwise made available by Rogue Wave (collectively, the "Documentation"), any

executables delivered with the software components and any modified or updated

versions of any of the foregoing made available to Licensee pursuant to

Licensee's purchase of Maintenance and Support.

1.4 "MAINTENANCE AND SUPPORT" means the technical support and software

maintenance services on the Licensed Software for which Licensee has paid the

applicable fees.

1.5 "RW LIBRARIES" means any Licensed Software library, in binary form, intended

to be embedded in an Application or used in the execution of an Application.

2. LICENSE GRANTS.

2.1 DEVELOPMENT LICENSE GRANT. Subject to the terms and conditions of this

License Agreement, Rogue Wave grants to Licensee a nonexclusive,

nontransferable, perpetual, limited right and license to: (a) permit Licensed

Developers to install and use the Licensed Software, on a per product or per

module basis, for the sole purpose of creating Applications; (b) permit a

reasonable number of other persons employed by or under contract to Licensee to

install and use the Licensed Software for the sole purpose of building the RW

Libraries, and to use the RW Libraries for the sole purpose of linking,

compiling or testing Applications created by Licensed Developers; and (c) copy

or have copied the Licensed Software and RW Libraries as necessary for the

purpose of exercising the rights granted under this Section 2.1 or for back-up

or disaster recovery purposes, provided, that Rogue Wave's copyright notice and

other proprietary rights notices are reproduced on each copy.

2.2 DEPLOYMENT AND DISTRIBUTION LICENSE GRANT. Subject to the terms and

conditions of this License Agreement, Rogue Wave grants to Licensee a

nonexclusive, nontransferable, perpetual, royalty-free, limited right and

license to: (a) install and use the RW Libraries in connection with the

execution of Applications created in compliance with Section 2.1, on CPUs owned

or leased by Licensee or contractors under Licensee's control, which are located

at facilities owned or leased by Licensee or contractors under Licensee's

control; (b) distribute and grant to Licensee's customers pursuant to a license

agreement at least as protective of the rights of Rogue Wave as this License

Agreement the right to install and use the RW Libraries in connection with the

execution of Applications created in compliance with Section 2.1, on CPUs owned

or leased by such customers or contractors under such customers' control, which

are located at facilities owned or leased by such customers or contractors under

such customers' control; and (c) copy or have copied the RW Libraries embedded

in or used in the execution of Applications as necessary for the purpose of

exercising the rights granted under this Section 2.2 or for back-up or disaster

recovery purposes, provided, that Rogue Wave's copyright notice and other

proprietary rights notices are reproduced on each copy.

3. LICENSE RESTRICTIONS AND LICENSEE RESPONSIBILITIES.

3.1 DEVELOPMENT RESTRICTIONS. The development rights granted to Licensee in

Section 2.1 may only be exercised by individual developers employed by or under

contract to Licensee that Licensee has designated as "Licensed Developers" and

for whom Licensee has paid the applicable per product or per module development

license fees. If one Licensed Developer ceases to be employed by or under

contract to Licensee or permanently ceases work on projects involving the

Licensed Software, then Licensee may designate an alternate developer to replace

such Licensed Developer at no additional cost. However, the development license

is not a concurrent license that may be used by numerous developers in shifts.

Licensee may not create a programmatic interface that makes use of the Licensed

Software application programming interfaces for use by any party other than

Licensed Developers and must ensure that persons other than Licensed Developers

do not have programmatic access to the Licensed Software or RW Libraries either

directly or indirectly. Nothing herein shall grant Licensee the right to grant

its customers the right to programmatically use or grant others the right to

programmatically use the Licensed Software or RW Libraries.

3.2 GENERAL USE LIMITATIONS. All rights not specifically granted herein are

retained by Rogue Wave. Licensee may not, nor may Licensee permit any other

person or entity to use, copy, modify, or distribute the Licensed Software

(electronically or otherwise), or any copy, adaptation, transcription, or merged

portion thereof (including the RW Libraries), or the Documentation except as

expressly authorized by Rogue Wave. Licensee may not modify or port the Licensed

Software or RW Libraries to operate on or deploy the RW Libraries or

Applications on platforms other than those for which it has paid the appropriate

fees. Licensee may not, nor may Licensee permit any other person or entity to,

reverse assemble, reverse compile, or otherwise translate any binary forms of

the Licensed Software, except to the extent applicable laws specifically

prohibit such restriction. Licensee's rights may not be transferred, leased,

assigned, or sublicensed except for a transfer of the License Agreement in its

entirety to (1) a successor in interest of Licensee's entire business who

assumes the obligations of this License Agreement or (2) any other party who is

reasonably acceptable to Rogue

Rogue Wave Stingray License Terms and Conditions (Rev. 10-June-2003)

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Wave, enters into a substitute version of this License Agreement, and pays an

administrative fee intended to cover attendant costs. No service bureau work,

multiple-user license, or time-sharing arrangement is permitted, except as

expressly authorized by Rogue Wave. If Licensee uses, copies, or modifies the

Licensed Software or RW Libraries or transfers possession of any copy,

adaptation, transcription, or merged portion thereof to any other party in any

way not expressly authorized by Rogue Wave, all licenses under this License

Agreement are automatically terminated.

3.3 PROPRIETARY PROTECTION. Rogue Wave shall have sole and exclusive ownership

of all right, title, and interest in and to the Licensed Software and all

modifications and enhancements thereof (including ownership of all trade secrets

and copyrights pertaining thereto), subject only to the rights and privileges

expressly granted to Licensee herein by Rogue Wave. This License Agreement does

not provide Licensee with title or ownership of the Licensed Software, but only

a right of limited use. Licensee must keep the Licensed Software free and clear

of all claims, liens, and encumbrances.

3.4 COMPLIANCE VERIFICATION. Licensee must have a commercially-reasonable

process in place to track the number of developers using the Licensed Software

in order to ensure that the appropriate license fees have been paid. Licensee

will, upon Rogue Wave's request, certify in writing the number developers using

the Licensed Software, on a per product or per module basis, as of the date of

the request. In the event Licensee fails to provide such certification within

thirty (30) days of Rogue Wave's request, or, if Rogue Wave reasonably believes

that a certification provided by Licensee is inaccurate or that Licensee is

otherwise not in compliance with the terms of this License Agreement, Licensee

will permit Rogue Wave, or a mutually-approved independent representative, to

enter Licensee's premises, during regular business hours, to verify Licensee's

compliance with the terms of this License Agreement.

3.5 CONFIDENTIALITY OF SOURCE CODE. Licensee agrees to maintain in confidence

the source code version of the Licensed Software by using at least the same

physical and other security measures as Licensee uses for its own confidential

technical information and documentation, but in no case less than reasonable

measures. Licensee further agrees not to disclose the source code version of the

Licensed Software, or any aspect thereof (including, without limitation, header

files), to anyone other than employe