CITRIX SYSTEMS INC
MICROSOFT MASTER SOURCE CODE AGREMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>g77579exv10w2.txt
<DESCRIPTION>MICROSOFT MASTER SOURCE CODE AGREMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.2

                     MICROSOFT MASTER SOURCE CODE AGREEMENT

This Master Source Code Agreement is an agreement between Microsoft Corporation
("Microsoft") and Citrix Systems, Inc. ("You"). It becomes effective on May 15,
2002 ("Master Source Code Agreement Effective Date").

                                  INTRODUCTION

THIS MASTER SOURCE CODE AGREEMENT DESCRIBES A FRAMEWORK FOR LICENSING SOURCE
CODE FROM MICROSOFT, INCLUDING INFORMATION YOU OBTAIN FROM OR ABOUT THE SOURCE
CODE. THESE THINGS ARE COLLECTIVELY CALLED "SOURCE CODE." THIS MASTER SOURCE
CODE AGREEMENT DESCRIBES TERMS THAT ALWAYS APPLY. IT ALSO COMES WITH A LICENSE
FORM WHICH DESCRIBES WHAT SOURCE CODE YOU GET, WHAT YOU CAN DO WITH IT AND HOW
LONG YOU CAN USE IT. THE MASTER SOURCE CODE AGREEMENT AND ANY LICENSE FORMS
TOGETHER BECOME THE MASTER AGREEMENT ("MASTER AGREEMENT"). YOU DO NOT HAVE A
LICENSE TO ANY SOURCE CODE UNTIL YOU AND MICROSOFT SIGN BOTH THIS MASTER SOURCE
CODE AGREEMENT AND A LICENSE FORM. OVER TIME, YOU AND MICROSOFT MAY SIGN
ADDITIONAL LICENSE FORMS FOR ADDITIONAL SOURCE CODE OR ADDITIONAL RIGHTS TO USE
SOURCE CODE.

1.   PROTECTING CONFIDENTIAL INFORMATION

1.1  The Source Code is confidential information and a trade secret of
     Microsoft. When You get Source Code, You agree to:

         o  never disclose it to anyone else (unless a court or the government
            orders You to)

         o  keep it secret as You would Your most sensitive confidential
            information

         o  provide access to Your employees only on a need to know basis

         o  use it only as described in the Master Agreement

         o  have agreements in place with Your employees that protect its
            secrecy

1.2  If a court or the government orders You to disclose Source Code, You must
     give Microsoft prompt notice of the order so that Microsoft can seek an
     appropriate protective order (or equivalent).

1.3  Microsoft does not consider all information about the Source Code to be
     confidential or a trade secret. If You legally received information from
     someone other than Microsoft, and that person was entitled to share the
     information with You and did not obligate You to keep it secret, You do not
     need to keep that information secret. The same holds true for information
     Microsoft disclosed to You or someone else without obligation to keep it
     secret or information that You develop independently.

2. LICENSE GRANTS. This Section describes license grants You may obtain for
Source Code. The License Form, once signed by You and Microsoft, specifies which
license grant applies to Source Code specified in the License Form.

2.1  Reference Grant. A "Reference Grant" permits You to use Source Code as a
     reference, in "read only" form, for the purpose specified in the License
     Form. You may use the Source Code in printed or digital form or view it
     within a debugger.



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2.2  Debugging Grant. A "Debugging Grant" includes all of the rights of a
     Reference Grant and also permits You to make temporary modifications to the
     Source Code to assist in debugging Your products for the purpose specified
     in the License Form. If You need to modify, assemble, compile or link the
     Source Code and execute the resulting derivative binary code on a temporary
     basis to debug Your products, You may do so for that limited purpose.

2.3  Derivatives Grant. A "Derivatives Grant" includes all of the rights of
     Reference and Debugging Grants and also permits You to create derivative
     works of the Source Code for the purpose specified in the License Form.

2.4  Condition to License Grants. As a condition of each license grant, You will
     not take any action that would (a) create, or purport to create,
     obligations for Microsoft with respect to the Source Code or derivative
     work thereof; or (b) grant, or purport to grant, to any third party any
     rights or immunities under Microsoft's intellectual property or proprietary
     rights in the Source Code or derivative work thereof. For example, You
     shall not incorporate into or combine with the Source Code, or use in the
     development of a derivative work of the Source Code, any software subject
     to the General Public License ("GPL") or Lesser General Public License
     ("LGPL").

2.5  Assignment of Rights. Assignment of rights for any derivative works to the
     Source Code that You make will be addressed in each applicable License
     Form. Any such assignment shall survive termination of this Agreement.

2.6  No Other Licenses. You acknowledge that use of unpublished interfaces
     within the Source Code is unsupported and may create additional support
     burdens for You and Microsoft and may adversely affect the user experience
     with Microsoft's products and products created for a Microsoft platform.
     Accordingly, You have no right to use the Source Code under the Master
     Agreement for the purpose of discovering and/or using interfaces (e.g.
     functions, protocols, on-disk or in-memory storage structures) other than
     those published by Microsoft and made publicly available (e.g., via
     Software Development Kits, Driver Development Kits, Microsoft Developer
     Network). All rights not expressly granted are reserved by Microsoft.

2.7  Comments and Suggestions. Microsoft welcomes Your comments and suggestions
     on the Source Code. If You give Microsoft comments and suggestions
     regarding bug fixes, enhancements or other modifications to the Source
     Code, Microsoft may, in connection with Microsoft products and services
     use, disclose or otherwise commercialize in any manner, Your comments and
     suggestions in any way it wants, entirely without any obligation or
     restriction based on intellectual property rights or otherwise.



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3. NO WARRANTY. MICROSOFT PROVIDES SOURCE CODE TO YOU WITHOUT ANY EXPRESS,
IMPLIED OR STATUTORY WARRANTY, NOT EVEN THE IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF TITLE OR
NON-INFRINGEMENT.

4. LIMITATION OF LIABILITY. YOU AGREE THAT MICROSOFT WILL NOT BE LIABLE UNDER
THIS MASTER AGREEMENT FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR
PUNITIVE DAMAGES.

5. TERM & TERMINATION

5.1  Term. This Master Source Code Agreement is in effect for 3 years from the
     Effective Date. The term of a license grant for Source Code is specified in
     a License Form. The term of a License Form may be shorter than this Master
     Source Code Agreement but can never be longer. In addition, this Master
     Source Code Agreement and any License Form may end earlier as described
     below.

5.2  Ending. Microsoft may end this Master Source Code Agreement or any License
     Form in its sole discretion. If Microsoft ends this Master Source Code
     Agreement, all License Forms end too. If Microsoft only ends a particular
     License Form, this Master Source Code Agreement and other License Forms, if
     any, are not affected. If Microsoft terminates a License Form without
     cause, Microsoft will refund a pro rata portion of the license fee paid by
     You for that license, if any, after You have complied with the terms of the
     Master Agreement. The refund will be based on the number of days left in
     the term of the license from the date of termination.

5.3  Surviving Terms. Even if this Master Agreement ends, the following terms
     remain in effect: Sections 1, 2.5, 2.6, 2.7, 4, 5, 7 and 8. In addition, in
     the event You grant Microsoft any licenses under any License Form, such
     licenses shall survive even if this Master Agreement ends.

5.4  Returning Items. When Your license to any Source Code ends, You must
     immediately return to Microsoft or destroy all copies of that Source Code.
     If we ask, You agree that an executive of Your company will provide
     Microsoft with a letter stating that all copies of the Source Code have
     been returned or destroyed.

6. NOTICES

6.1   If You or Microsoft need to send a notice under the Master Agreement, the
      notice will be considered given when delivered to a commercial courier
      service or deposited in the United States of America mails, postage
      prepaid, certified or registered, return receipt requested. All notices
      must be addressed as follows:



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<TABLE>
<CAPTION>
       <S>              <C>                                    <C>
       To You:                                                 To Microsoft:

                        Citrix Systems, Inc.                   Microsoft Corporation
                        6400 NW 6th Way                        One Microsoft Way
                        Ft. Lauderdale, FL 33309 USA           Redmond, WA  98052-6399 USA
       Attention:       President                              Attention:     Platforms Business Management
       Phone:           954-267-3000                           Phone:         +001 (425) 882-8080
       Fax:             954-267-9319                           Fax:           +001 (425) 706-7329
       Email:           Mark.templeton@citrix.com              Email:         wslteam@microsoft.com
                                                               Copy to:       Law & Corporate Affairs
                                                               Fax:           +001 (425) 706-7409

</TABLE>

6.2  Either You or Microsoft may change these addresses by giving notice of the
     change.

7. GOVERNING LAW/VENUE/ATTORNEY FEES. The Master Agreement shall be governed by
the laws of the State of Washington, excluding its conflicts of laws, of the
United States of America. You agree that all claims You bring relating to the
Master Agreement shall be brought exclusively in the federal courts in King
County, Washington, unless no federal subject matter jurisdiction exists, in
which case You consent to exclusive jurisdiction and venue in the Superior Court
of King County, Washington. You agree that the United Nations Convention on
Contracts for the International Sales of Goods will not apply. If either You or
Microsoft use attorneys to enforce rights relating to the Master Agreement, the
prevailing party shall be entitled to recover its reasonable attorney fees,
costs and other expenses.

8. SUBSIDIARY USE OF SOURCE CODE.

8.1   The subsidiaries listed in each applicable License Form ("Listed
      Subsidiaries") shall have the same rights and obligations as You have
      under the Master Agreement with respect to the subject matter of such
      License Form, provided that each Listed Subsidiary signs the License Form
      and agrees to abide by the same terms You do under this Master Source Code
      Agreement.

8.2   You, and each of Your Listed Subsidiaries, shall be fully liable for the
      full compliance of each Listed Subsidiary with all obligations under the
      Master Agreement as they apply to such License Form.

9. OUTCOME IF SOME SECTIONS ARE INVALID. If a part of the Master Agreement,
other than Sections 1, 2.4, 2.7, 3, 4, 10 or 11, is held by a competent court to
be unenforceable, the rest shall remain in effect. If Sections 1, 2.4, 2.7, 3,
4, 10 or 11 are held by a competent court to be unenforceable, the Master
Agreement ends immediately.

10. YOU CANNOT ASSIGN THE MASTER AGREEMENT. If You attempt to assign the Master
Agreement for any reason, the Master Agreement ends immediately. As used in the
Master Agreement, the term "assign" includes: (a) any change of ownership of
beneficial interest in Your company where greater than a twenty percent (20%)
interest is transferred (whether in a single or a series of transactions); (b) a
merger of Your company with another party, whether or not Your company is the
surviving entity; (c) the acquisition of more than twenty percent (20%) of any
class of Your company's voting stock (or any class of non-voting security
convertible into voting stock) by another party (whether in a single




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transaction or a series of transactions); or (d) the sale of more than fifty
percent (50%) of Your company's assets (whether in a single transaction or
series of transactions).

11.   GOVERNMENT APPROVALS AND RESTRICTED RIGHTS.

11.1  You must, at Your expense, obtain and maintain any government approvals,
      consents, licenses, authorizations, declarations, filings, and
      registrations as may be necessary or advisable for Your performance under
      the Master Agreement. You must also pay (and indemnify Microsoft if it
      gets charged) for any sales taxes, use taxes and any other taxes imposed
      by any jurisdiction as a result of the entry into this Master Agreement,
      the performance of any of its provisions, or the transfer of any property
      or rights under it.

11.2  Any software provided to the U.S. Government pursuant to solicitations
      issued on or after December 1, 1995 is provided with the rights and
      restrictions described elsewhere herein. Any software provided to the U.S.
      Government pursuant to solicitations issued prior to December 1, 1995 is
      provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14
      (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. You
      are responsible for ensuring that any Source Code You get under this
      Master Agreement is marked with the "Restricted Rights Notice" or
      "Restricted Rights Legend," as required.

12. EXPORT RESTRICTIONS. The Source Code is of United States-origin. You must
comply with all applicable international and national laws that apply to it,
including the United States Export Administration Regulations, as well as
end-user, end-use and country destination restrictions issued by United States
and other governments. For information on exporting Microsoft products, see
http://www.microsoft.com/exporting/.

13. ENTIRE AGREEMENT. The Master Agreement, including any executed License Form,
is the only agreement between You and Microsoft covering the subject matter of
this Master Agreement. It supersedes all other contemporaneous agreements and
communications on the subject. However, if there is a conflict between this
Master Source Code Agreement and a License Form, the terms of the License Form
shall prevail with regard to the subject matter in the applicable License Form.
The Master Agreement shall not be modified unless You and Microsoft sign an
amendment after the Effective Date. Neither You nor Microsoft waives the right
to claim breach of contract unless the waiver is in a signed, written document.
A waiver only applies to things described in that document; it does not apply to
other breaches of contract.

We agree to everything in the Master Agreement.

<TABLE>
<CAPTION>

<S>                                                          <C>
MICROSOFT CORPORATION                                        Citrix Systems, Inc.
                                                             -----------------------------------------------
                                                             Company


/s/ Mike Jazayeri                                            /s/ Mark B. Templeton
-------------------------------------------------            -----------------------------------------------
By                                                           By
Mike Jazayeri                                                Mark B. Templeton
-------------------------------------------------            -----------------------------------------------
Name (print)                                                 Name (print)
Program Manager                                              President & CEO
-------------------------------------------------            -----------------------------------------------
Title                                                        Title
5-15-02                                                      5-15-02
-------------------------------------------------            -----------------------------------------------
Date                                                         Date


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