Exhibit 10.65



                         Qt COMMERCIAL LICENSE AGREEMENT
                             FOR ENTERPRISE EDITION
                              Agreement version 2.9

This Trolltech End-User License Agreement ("Agreement") is dated as of December
15, 2004 ("Effective Date") and is entered into by and between Gupta
Technologies, LLC, a Delaware limited liability company having offices at 975
Island Drive, Redwood Shores, California, 94065, USA ("Licensee") and Trolltech
Inc., a _________ corporation having offices at ___________________________
("Trolltech") for the Trolltech proprietary QT application development framework
software product(s) accompanying this Agreement, which include(s) computer
software and may include "online" or electronic documentation, associated media,
and printed materials, including the source code, example programs and the
documentation for Windows and Unix/Linux platforms ("Licensed Software")

WHEREAS, Licensee desires to acquire, and Trolltech desires to grant to
Licensee, licenses to use the Licensed Software for the purpose of designing,
developing, testing, and deployment of Licensee's Team Developer family of
software products which includes (i) Team Developer IDE (Integrated Development
Environment), (ii) Report Builder, and (iii) Web Application Server ("Team
Developer").

NOW, THEREFORE, in consideration of the mutual agreements contained herein and
such other consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. The Licensed Software is protected by copyright laws and international
copyright treaties, as well as other intellectual property laws and treaties.
The Licensed Software is licensed, not sold.

2. Some of the files in the Licensed Software have been grouped into Modules.
These files contain specific notices defining the Module of which they are a
part. The Modules licensed to Licensee are specified in the license certificate
("License Certificate") accompanying the Licensed Software. The terms of the
License Certificate are considered part of the Agreement. In the event of
inconsistency or conflict between the language of this Agreement and the License
Certificate, the provisions of this Agreement shall govern.

3. By installing, copying, or otherwise using the Licensed Software, Licensee
agrees to be bound by the terms of this Agreement. If Licensee does not agree to
the terms of this Agreement, Licensee may not install, copy, or otherwise use
the Licensed Software. Licensee may, however, return it to Licensee's place of
purchase within 14 (fourteen) days of the Effective Date for a full refund. In
addition, by installing, copying, or otherwise using any updates or other
components of the Licensed Software that Licensee receives separately as part of
the Licensed Software ("Updates"), Licensee agrees to be bound by any additional
license terms that accompany such Updates. If Licensee does not agree to the
additional license terms that accompany such Updates, Licensee may not install,
copy, or otherwise use such Updates.

4. Upon Licensee's acceptance of the terms and conditions of this Agreement and
upon payment of the consideration as specified in Appendix 2, Trolltech grants
Licensee the right to use the Licensed Software in the manner provided herein.

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5. Term. The Term of this Agreement shall begin on the Effective Date and shall
continue in force until for 24 (twenty-four) months unless terminated earlier as
herein provided (the "Initial Term").

6. As of the Effective Date of the Agreement, Trolltech grants to Licensee a
nonexclusive, nontransferable license (a) for a maximum number of ten (10)
individuals ("End-User(s)") to use the Licensed Software during the Initial Term
for the sole purposes of designing, developing, and testing Licensee's Team
Developer software products, which may incorporate the Licensed Software ("TD
Product Suite(s)") and (b) to distribute the TD Product Suite per the terms of
this Agreement including but not limited to the terms specified in Sections 10
and 11 ("General Terms That Apply To Applications And Redistributables").
Licensee may at any time designate other individuals to replace any of the
current team of 10 (ten) End-Users ("Team"), as long as there is no more than
the aggregate number of End-Users using the Licensed Software at any given time.
Licensee reserves the right to increase the number of End-Users on the Team on
an as-needed basis by (i) providing ten (10) days advance written notice of such
increase to Trolltech and (ii) compensating Trolltech at a rate of US $3,000
(Three thousand U.S. dollars) for each additional End-User licensed during the
Initial Term.

7. Training: Trolltech will provide training regarding the use of the Licensed
Software, at a level to be decided between the parties, for 10 (ten) developers
designated by Licensee, as follows: (a) 5-day onsite training class for 3
(three) developers at Licensee's offices in Redwood City, California, and (b)
5-day onsite training for 7 (seven) developers in Bangalore, India. In addition,
during the Initial Term, after version 4.0 of the Licensed Software is released,
Trolltech will provide additional onsite Licensed Software upgrade training
sessions for an aggregate number of up to 10 (ten) developers as designated by
Licensee.

8. Reporting and Verification: On or before two months prior to the end of each
12-month anniversary of this Agreement (i.e., on or before October 15, 2005 and
on or before October 15, 2006), Licensee shall provide Trolltech with a report
regarding new TD Product Suite licenses (as defined hereinabove) that (a)
include the Licensed Software and (b) were distributed during the three previous
quarters. Each such report shall include new TD Product Suite licenses
distributed and shall specify (i) quarterly gross product revenue and unit
volume, and (ii) a forecast for the coming 12-month period.

During the Initial Term, Trolltech or a certified auditor on Trolltech's behalf,
may, upon its reasonable request, with 30 (thirty) days written notice, and at
its Trolltech's sole expense, examine Licensee's books and records solely with
respect to Licensee's use of the Licensed Software. Any such audit shall be
conducted during regular business hours at Licensee's Redwood Shores facilities
and shall not unreasonably interfere with Licensee's business activities.
Trolltech will not remove, copy, or redistribute any electronic material during
the course of an audit. Licensee does not implicitly grant Trolltech any form of
license agreement. If an audit reveals that Licensee is using the Licensed
Software in a way that is in material violation of the terms of the Agreement,
then Licensee shall pay Trolltech's reasonable costs of conducting the audit. In
the case of a material violation, Licensee agrees to pay Trolltech any amounts
owing that are attributable to the unauthorized use. In the alternative,
Trolltech reserves the right, at Trolltech's sole option, to terminate the
licenses for the Licensed Software.

9. The Licensed Software may provide links to third party libraries or code
(collectively "Third Party Libraries") to implement various functions. Third
Party Libraries do not comprise part of the Licensed Software. In some cases,
access to Third Party Libraries may

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be included along with the Licensed Software delivery as a convenience for
development and testing only. Such source code and libraries as are or may be
listed in the ".../src/3rdparty" source tree delivered with the Licensed
Software, as may be amended from time to time, do not comprise the Licensed
Software. Licensee acknowledges (1) that some Third Party Libraries may require
additional licensing of copyright and patents from the owners of such, and (2)
that distribution of any of the Licensed Software referencing any portion of a
Third Party Library may require appropriate licensing from such third parties.

GENERAL TERMS THAT APPLY TO APPLICATIONS AND REDISTRIBUTABLES

10. Trolltech grants Licensee a nonexclusive, royalty-free right to reproduce
and distribute the object code form of certain portions of the Licensed Software
("Redistributables"), as specified in Appendix 1, for execution on any operating
system of a type listed in the License Certificate ("Platforms"). Copies of
Redistributables may only be distributed with and for the sole purpose of
executing TD Product Suites permitted under this Agreement that Licensee has
created using the Licensed Software. Under no circumstances may any copies of
Redistributables be distributed on a stand-alone basis by Licensee.

11. The license granted in this Agreement for Licensee to create TD Product
Suites and distribute them and the Redistributables (if any) to Licensee's
customers is subject to all of the following conditions: (i) all copies of the
TD Product Suites that Licensee creates must bear a valid copyright notice,
either Licensee's own or the copyright notice that appears on the Licensed
Software; (ii) Licensee may not remove or alter any copyright, trademark or
other proprietary rights notice contained in any portion of the Licensed
Software; (iii) Redistributables, if any, shall be licensed to Licensee's
customer "as is"; (iv) Licensee will indemnify and hold Trolltech, its related
companies and its suppliers, harmless from and against any claims or liabilities
arising out of the use, reproduction or distribution of TD Product Suites; (v)
TD Product Suites must be developed using a licensed, registered copy of the
Licensed Software; (vi) Licensee may not distribute the Licensed Software TD
Product Suites Program Interface beyond the execution of the Team Developer
database programming language; (vii) TD Product Suites may not compete with the
Licensed Software in the C++ programming language market; (ix) Licensee may not
use Trolltech's or any of its suppliers' names, logos, or trademarks to market
TD Product Suites, except to state that the TD Product Suite was developed using
the Licensed Software.

NOTE: Qt Open Source Edition is licensed under the terms of the GPL and not
under this Agreement. If Licensee has, at any time, developed all (or any
portions of) the TD Product Suite using Trolltech's publicly licensed Qt Open
Source Edition, Licensee must comply with Trolltech's requirements (see
http://www.trolltech.com/developer/download/qt-x11.html) and license such TD
Product Suite (or any portions derived therefrom) under the terms of the Free
Software Foundation's GNU General Public License version 2 (the "GPL") a copy of
which is located at http://www.gnu.org/copyleft/gpl.html#SEC1 (i.e., any Team
Developer product(s) and/or parts, components, portions thereof developed using
GPL licensed software, including Qt Open Source Edition, must be licensed under
the terms of the GPL, and the GPL-based source code must be made available upon
request).

WARRANTY DISCLAIMER

12. THE LICENSED SOFTWARE IS LICENSED TO LICENSEE "AS IS". TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, TROLLTECH ON BEHALF OF ITSELF AND ITS SUPPLIERS,
DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO,

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IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE
AND NON-INFRINGEMENT WITH REGARD TO THE LICENSED SOFTWARE. THIS WARRANTY
DISCLAIMER NOTWITHSTANDING, LICENSEE MAY HAVE SPECIFIC LEGAL RIGHTS WHICH MAY
VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

LIMITATION OF LIABILITY

13. IF, TROLLTECH'S WARRANTY DISCLAIMER NOTWITHSTANDING, TROLLTECH IS HELD
LIABLE TO LICENSEE, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, BASED
ON THE LICENSED SOFTWARE, TROLLTECH'S ENTIRE LIABILITY TO LICENSEE AND
LICENSEE'S EXCLUSIVE REMEDY SHALL BE, AT TROLLTECH'S OPTION, EITHER (A) RETURN
OF THE PRICE LICENSEE PAID FOR THE LICENSED SOFTWARE, OR (B) REPAIR OR
REPLACEMENT OF THE LICENSED SOFTWARE, PROVIDED LICENSEE RETURNS TO TROLLTECH ALL
COPIES OF THE LICENSED SOFTWARE ORIGINALLY DELIVERED TO LICENSEE. TROLLTECH
SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO LICENSEE BASED ON FAILURE OF THE
LICENSED SOFTWARE IF THE FAILURE RESULTED FROM LICENSEE'S ACCIDENT, ABUSE OR
MISAPPLICATION, NOR SHALL TROLLTECH UNDER ANY CIRCUMSTANCES BE LIABLE FOR
SPECIAL DAMAGES, PUNITIVE OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS OR
INTERRUPTION OF BUSINESS OR FOR LOSS OR CORRUPTION OF DATA. ANY AWARD OF DAMAGES
FROM TROLLTECH TO LICENSEE SHALL NOT EXCEED THE TOTAL AMOUNT LICENSEE HAS PAID
TO TROLLTECH IN CONNECTION WITH THIS AGREEMENT.

INFRINGEMENT WARRANTY AND INDEMNITY

14. Trolltech warrants that any writings, proposals, products, systems,
improvements, or processes which Trolltech provides to Licensee or Licensee's
customers under this Agreement will in no manner whatsoever infringe upon the
patents, patent applications, trade secrets, copyrights or trademarks of
Trolltech or any third party and that Licensee shall have full and unencumbered
rights thereto. Trolltech shall indemnify and hold Licensee harmless from any
award of costs and damages against Licensee and shall pay any settlement costs
for any action of infringement of any third party copyright, patent right, trade
secret or any other intellectual property right as a result of providing
services under this Agreement and not in combination with other items, including
modifications or enhancements not provided by Trolltech if the infringement
would not have occurred if such the other items were not introduced; provided
Trolltech is directly responsible for such infringement and Licensee permits
Trolltech to defend, compromise or settle same and gives Trolltech all available
information, reasonable assistance and authority to enable Trolltech to do so.

SUPPORT AND UPDATES

15. Trolltech will provide Licensee with email-based software developer support
for and access to Updates ("Support and Updates") to the Licensed Software
during the Initial Term in accordance with Trolltech's then current policies and
procedures, attached hereto as Appendix 2 ("Policies"). In addition to the level
of services described in the Policies, if necessary Licensee may contact its
Trolltech account manager for escalation of unresolved support issues. Following
the Initial Term, Trolltech will no longer make the Licensed Software available
to Licensee unless Licensee and Trolltech enter into a new agreement concerning
use of the Licensed Software.

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16. Technical Support Escalation Procedure. Trolltech agrees to provide Licensee
with a single point of contact to whom Licensee can, either during development
or after a TD Product Suite release, (a) report all technical issues and (b)
work with to resolve those issues ("Trolltech Technical Contact"). Should
Licensee experience a technical issue, Licensee shall report the issue to the
Trolltech Technical Contact, who will work to resolve the issue per the
following three priority levels, as designated by Licensee: P1 (show stoppers,
highest priority issues; Trolltech will provide a response, if not a resolution,
within 24 hours), P2 (medium priority issues; Trolltech will provide a response
in 72 hours and a resolution within one week), and P3 (low priority issues; can
also be feature requests).

GENERAL PROVISIONS

17. Licensee Name: Trolltech may not include Licensee's company name in a
publicly available list of Trolltech customers without the advance written
consent of Licensee.

18. Renewal of Support and Updates: Licensee may purchase additional Support and
Updates following the Initial Term at Trolltech's terms and conditions
applicable at the time of renewal.

19. Assignment: Licensee may assign this Agreement, in whole or in part (whether
by operation of law or otherwise), upon notice to Trolltech. Trolltech shall not
assign this Agreement or any of its rights hereunder or delegate any of its
obligations hereunder without the prior written consent of Licensee. Any attempt
to assign this Agreement other than in accordance with this provision shall be
null and void.

20. Termination: Trolltech may terminate the Agreement at any time immediately
upon written notice by Trolltech to Licensee if Licensee breaches this
Agreement, fails to pay the fees for the Licensed Software, or infringes
Trolltech's intellectual property in or to the Licensed Software. Licensee may
terminate this Agreement, or any addenda thereto, for any reason at any time
upon 30 (thirty) days notice to Trolltech. Where Licensee has (i) terminated the
Agreement effective on or before December 14, 2005 and (ii) not distributed any
versions of the TD Product Suites that include the Licensed Software, Licensee
shall be discharged of any obligation to pay the "Second 12-month period
payment" of US $75,000 otherwise due as of December 15, 2005. Upon termination
of the Licenses, Licensee shall return to Trolltech all copies of Licensed
Software that were supplied by Trolltech. All other copies of Licensed Software
in the possession or control of Licensee must be erased or destroyed. An officer
of Licensee must promptly deliver to Trolltech a written confirmation that this
has occurred.

21. Taxes, Benefits and Licenses. Trolltech agrees that Trolltech is solely
responsible for the following with respect to its business and its employees or
agents: (a) the payment of all federal, state, and local taxes and all
appropriate deductions or withholdings; (b) the payment or provision of any
unemployment insurance benefits, state disability benefits, vacation, overtime
or holiday pay, health, medical, dental or group insurance or any pension or
profit sharing; (c) obtaining any applicable business or other commercial
licenses; and (d) the hiring, firing, supervising and payment of compensation or
other benefits to any agent, independent contractor, employee or assistant
engaged by Trolltech (with the approval of Licensee) to perform any aspect of
the Agreement.

22. Status of Parties, Insurance. Trolltech shall be, and at all times during
this Service Agreement shall remain, an independent contractor vis-a-vis
Licensee. Neither Trolltech nor its employees, if any, performing work under
this Agreement shall have any rights to

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Licensee's usual employee fringe benefits, including, but not limited to,
workers' compensation benefits, and in no event is any contract of agency or
employment intended. Trolltech shall maintain statutory worker's compensation
insurance and, whenever Trolltech or its employees, if any, are on Licensee's or
its customer's premises, Trolltech shall maintain public liability insurance in
an amount of not less than One Million Dollars ($1,000,000.00) per occurrence.
Trolltech shall comply with all applicable laws concerning its employees, if
any, including but not limited to the Immigration Control Act of 1986, Fair
Labor Standards Act and applicable wage and hour laws. Trolltech shall assume
all responsibility and liability for the actions or omissions of its employees,
if any, performing work pursuant to this Agreement.

23. Confidentiality. Each party shall hold Confidential Information of the other
party, its customers, and licensors in confidence, and without written
permission from will not disclose to any person or use for its own benefit, any
such information. "Confidential Information" includes without limitation the
terms of this Agreement, computer software programs developed or licensed by the
parties, including all documentation and methods or concepts utilized therein,
all adaptations and modifications thereto and derivative works thereof, and
related materials and information. Confidential Information also includes any
other information identified by either party, its licensors, or customers as
proprietary or confidential, or which would reasonably be understood under the
circumstances to be confidential. All Confidential Information shall remain the
sole property of each respective party. Information will not be considered to be
Confidential Information if (i) available to the public other than by a breach
of this Agreement; (ii) rightfully received from a third party not in breach of
any obligation of confidentiality; (iii) independently developed by a party
without access to Confidential Information of the other party; (iv) known to the
other party at the time of disclosure; (v) produced in compliance with
applicable law or a court order, provided the other party is given notice and
opportunity to intervene; or (vi) it does not constitute a trade secret and more
than five (5) years have elapsed from the date of disclosure. In addition to any
other rights or remedies available, each party shall be entitled to enforcement
of such obligations by court injunction.

24. Government End Users: A "U.S. Government End User" shall mean any agency or
entity of the government of the United States. The following shall apply if
Licensee is a U.S. Government End User. The Licensed Software is a "commercial
item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of
"commercial computer software" and "commercial computer software documentation,"
as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48
C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S.
Government End Users acquire the Licensed Software with only those rights set
forth herein. The Licensed Software (including related documentation) is
provided to U.S. Government End Users: (a) only as a commercial end item; and
(b) only pursuant to this Agreement.

25. Compliance with local laws: Both parties shall comply with all applicable
laws and regulations relating to the Licensed Software in the United States and
in other countries in which the parties use or modify the Licensed Software.
Without limiting the generality of the foregoing, neither party shall export,
reexport, disclose or distribute any of the Licensed Software in violation of
any applicable laws or regulations, including the export laws and regulations of
the United States, and shall comply with all such laws and regulations.

26. Entire Agreement: This Agreement constitutes the complete agreement between
the parties and supersedes all prior or contemporaneous discussions,
representations, and proposals, written or oral, with respect to the subject
matters discussed herein. No modification of this Agreement will be effective
unless contained in a writing executed by an

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authorized representative of each party. No term or condition contained in
Licensee's purchase order will apply unless expressly accepted by Trolltech in
writing. If any provision of the Agreement is found void or unenforceable, the
remainder will remain valid and enforceable according to its terms. If any
remedy provided is determined to have failed for its essential purpose, all
limitations of liability and exclusions of damages set forth in this Agreement
shall remain in effect.

27. Governing law, legal venue: This Agreement shall be construed, interpreted
and governed by the laws of the State of California, USA. Any action or
proceeding arising from or relating to this Agreement shall be brought in a
federal court in the Northern District of California or in the State Court in
Santa Clara County, California, and each party irrevocably submits to the
personal jurisdiction of any such court in any such action or proceeding. The
Agreement gives Licensee specific legal rights; Licensee may have others, which
vary from state to state and from country to country. The parties reserve all
rights not specifically granted in this Agreement.

28. All notices and communications between the parties shall be in writing and
sent by (i) certified mail, return receipt requested, (ii) overnight courier, or
(iii) facsimile (with original to follow) to the address of such party as set
forth at the beginning of this Agreement (addressed in the case of Licensee to
the attention of the Legal Department), or to such other address(es) of which
notice is given in accordance with this section, and shall be deemed given when
received.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first above written.

FOR GUPTA TECHNOLOGIES, LLC ("LICENSEE"):    FOR TROLLTECH INC. ("TROLLTECH"):

Date:                                        Date:

Signature:                                   Signature:

Name: Jeff Bailey                            Name:

Title: President and CEO                     Title:

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Appendix 1:

Parts of the Licensed Software that are permitted for distribution
("Redistributables"):

- The Licensed Software's main and plug-in libraries in object code form

- The Licensed Software's help tool in object code/executable form ("Qt
  Assistant")

- The Licensed Software's translator tool in object code/executable form ("Qt
  Linguist")

Parts of the Licensed Software that are not permitted for distribution include,
but are not limited to:

- The Licensed Software's source code and header files

- The Licensed Software's documentation

- The Licensed Software's designer tool ("Qt Designer")

Appendix 2: Consideration

   -  First 12-month period: $50,000, to be paid at signing of the Agreement but
      no later than December 15, 2004.

   -  Second 12-month period: $75,000, to be paid at the anniversary of the
      Effective Date.

   -  Subsequent 12-month periods: Provided the parties enter into a new
      agreement on or before December 15, 2006, the consideration will be based
      on the revenue number provided to Trolltech by Licensee for the Initial
      Term. The new price will be no higher than 5% of Licensee's TD Product
      Suite revenues for the 12-month period immediately preceding the renewal
      date, and no lower than $75,000.

 Appendix 3: Support and Updates

Trolltech's Support and Maintenance Service provides access to a comprehensive
support package suitable for commercial grade development projects. Technical
support questions are handled and answered by Trolltech's highly skilled staff,
frequently including the Licensed Software developers themselves.

1. SUPPORT FEATURES

      -  Assistance with product installation, usage and functionality

      -  Problem resolution and workarounds (see below)

      -  Unlimited support incidents via e-mail

      -  Access to user forums and online resources

2. MAINTENANCE FEATURES

Includes all product updates and new product versions released during the
contract period

- Access to beta and preview releases of upcoming product versions

- Immediate download access to all new releases

- E-mail notification of new releases

Suggestions for product enhancements are analyzed so that customers can
significantly influence future product development decisions

3. PROBLEM RESOLUTION AND WORKAROUNDS

Trolltech will make reasonable efforts to solve bugs in released products, and
provide workarounds if possible. The main focus for maintenance releases is
stability. Typically, the following types of changes will occur for the next
maintenance release (x.y.z+1):

- Fix bugs caused by changes to previously working code.

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- Fix build issues on supported platforms.

- Fix defects specific to a single platform that are not present on other
platforms.

- Fix critical defects within the Qt library, including (but not limited to):
crashes, data corruption, loss of data, race conditions.

- Update documentation and license information when deemed necessary.

- Non-critical fixes that do not meet the above requirements will be reserved
for later product versions, as the risk of destabilizing is greater than the
benefit.

4. VERSION SUPPORT

A product version x.y.z will be supported until one year after the release date
of the following version (x.y+1.0 or x+1.0.0, whichever comes first). Support is
only offered for the official stable releases; not for snapshots, beta releases,
preview versions and other unsupported releases.

5. SUPPORT PROCEDURES

Support requests can be submitted by e-mail only; there is no phone support. To
ensure a prompt response the licensed developer should send an English
plain-text e-mail from the mail account registered for his license ID providing
the following:

- a clear, detailed description of the problem/question/suggestion

- which supported and released version of the product is affected

- what is the operating environment (OS, hardware platform, build tools etc.)

- if applicable a complete and compilable test case of not more than 500 lines
of code that demonstrates the problem

Additional relevant content (ie. screenshots) should be included as the mail
attachment. Image formats preferred are JPEG and PNG; compressed content should
be included in zip or tar.gz archives. Executable content and documents in
platform specific formats (e.g., Microsoft Office) are not accepted.

The licensed developer needs to respond to requests from Trolltech Support to
guarantee a prompt handling and if possible, a solution to the issue.

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