IMPORTANT.  Read the following LMI Software License Agreement ("Agreement")
completely.

LUMINARY MICRO SOFTWARE LICENSE AGREEMENT

        This is a legal agreement between you (either as an individual or as an
authorized representative of your employer) and Luminary Micro, Inc. ("LMI").
It concerns your rights to use this file and any accompanying written materials
(the "Software").  In consideration for LMI allowing you to access the
Software, you are agreeing to be bound by the terms of this Agreement.  If you
do not agree to all of the terms of this Agreement, do not download or use the
Software.  If you change your mind later, stop using the Software and delete
all copies of the Software in your possession or control.  Any copies of the
Software that you have already distributed, where permitted, and do not destroy
will continue to be governed by this Agreement.  Your prior use will also
continue to be governed by this Agreement.

1.      LICENSE GRANT.  LMI grants to you, free of charge, the non-exclusive,
non-transferable right (1) to use the Software, (2) to reproduce the Software,
(3) to prepare derivative works of the Software, (4) to distribute the Software
and derivative works thereof in source (human-readable) form and object
(machine-readable) form, and (5) to sublicense to others the right to use the
distributed Software.  If you violate any of the terms or restrictions of this
Agreement, LMI may immediately terminate this Agreement, and require that you
stop using and delete all copies of the Software in your possession or control.

2.      COPYRIGHT.  The Software is licensed to you, not sold. LMI owns the
Software, and United States copyright laws and international treaty provisions
protect the Software.  Therefore, you must treat the Software like any other
copyrighted material (e.g. a book or musical recording).  You may not use or
copy the Software for any other purpose than what is described in this
Agreement.  Except as expressly provided herein, LMI does not grant to you any
express or implied rights under any LMI or third-party patents, copyrights,
trademarks, or trade secrets.  Additionally, you must reproduce and apply any
copyright or other proprietary rights notices included on or embedded in the
Software to any copies or derivative works made thereof, in whole or in part,
if any.

3.      SUPPORT.  LMI is NOT obligated to provide any support, upgrades or new
releases of the Software.  If you wish, you may contact LMI and report problems
and provide suggestions regarding the Software.  LMI has no obligation
whatsoever to respond in any way to such a problem report or suggestion.  LMI
may make changes to the Software at any time, without any obligation to notify
or provide updated versions of the Software to you.

4.      INDEMNITY.  You agree to fully defend and indemnify LMI from any and
all claims, liabilities, and costs (including reasonable attorney抯 fees)
related to (1) your use (including your sub-licensee抯 use, if permitted) of
the Software or (2) your violation of the terms and conditions of this
Agreement.

5.      HIGH RISK ACTIVITIES.  You acknowledge that the Software is not fault
tolerant and is not designed, manufactured or intended by LMI for incorporation
into products intended for use or resale in on-line control equipment in
hazardous, dangerous to life or potentially life-threatening environments
requiring fail-safe performance, such as in the operation of nuclear
facilities, aircraft navigation or communication systems, air traffic control,
direct life support machines or weapons systems, in which the failure of
products could lead directly to death, personal injury or severe physical or
environmental damage ("High Risk Activities").  You specifically represent and
warrant that you will not use the Software or any derivative work of the
Software for High Risk Activities.

6.      PRODUCT LABELING.  You are not authorized to use any LMI trademarks,
brand names, or logos.

7.      COMPLIANCE WITH LAWS; EXPORT RESTRICTIONS.  You must use the Software
in accordance with all applicable U.S. laws, regulations and statutes.  You
agree that neither you nor your licensees (if any) intend to or will, directly
or indirectly, export or transmit the Software to any country in violation of
U.S. export restrictions.

8.      GOVERNMENT USE.  Use of the Software and any corresponding
documentation, if any, is provided with RESTRICTED RIGHTS.  Use, duplication or
disclosure by the Government is subject to restrictions as set forth in
subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software
clause at DFARS 252.227-7013 or subparagraphs (c)(l) and (2) of the Commercial
Computer Software--Restricted Rights at 48 CFR 52.227-19, as applicable.
Manufacturer is Luminary Micro, Inc., 2499 S. Capital of Texas Hwy Ste A-100,
Austin, Texas 78746.

9.      DISCLAIMER OF WARRANTY.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, LMI
EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE.  THE SOFTWARE IS PROVIDED
"AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT.  YOU ASSUME THE ENTIRE RISK ARISING
OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE, OR ANY SYSTEMS YOU DESIGN USING
THE SOFTWARE (IF ANY).  NOTHING IN THIS AGREEMENT MAY BE CONSTRUED AS A
WARRANTY OR REPRESENTATION BY LMI THAT THE SOFTWARE OR ANY DERIVATIVE WORK
DEVELOPED WITH OR INCORPORATING THE SOFTWARE WILL BE FREE FROM INFRINGEMENT OF
THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

10.     LIMITATION OF LIABILITY.  IN NO EVENT WILL LMI BE LIABLE, WHETHER IN
CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR
ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS,
SAVINGS, OR REVENUES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.

11.     CHOICE OF LAW; VENUE; LIMITATIONS.  You agree that the statutes and
laws of the United States and the State of Texas, USA, without regard to
conflicts of laws principles, will apply to all matters relating to this
Agreement or the Software, and you agree that any litigation will be subject to
the exclusive jurisdiction of the state or federal courts in Austin, Travis
County, Texas, USA.  You agree that regardless of any statute or law to the
contrary, any claim or cause of action arising out of or related to this
Agreement or the Software must be filed within one (1) year after such claim or
cause of action arose or be forever barred.

12.     ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
between you and LMI regarding the subject matter of this Agreement, and
supersedes all prior communications, negotiations, understandings, agreements
or representations, either written or oral, if any.  This Agreement may only be
amended in written form, executed by you and LMI.

13.     SEVERABILITY.  If any provision of this Agreement is held for any
reason to be invalid or unenforceable, then the remaining provisions of this
Agreement will be unimpaired and, unless a modification or replacement of the
invalid or unenforceable provision is further held to deprive you or LMI of a
material benefit, in which case the Agreement will immediately terminate, the
invalid or unenforceable provision will be replaced with a provision that is
valid and enforceable and that comes closest to the intention underlying the
invalid or unenforceable provision.

14.     NO WAIVER.  The waiver by LMI of any breach of any provision of this
Agreement will not operate or be construed as a waiver of any other or a
subsequent breach of the same or a different provision.